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                                                                   Exhibit 10.1


                        SALE AND SERVICING AGREEMENT


                                    among


                   FIRST ENTERPRISE SECURITIZATION CO. II
                                   Issuer


                   FIRST ENTERPRISE FINANCIAL GROUP, INC.
                 In its individual capacity and as Servicer

                     FIRST ENTERPRISE ACCEPTANCE COMPANY
            In its individual capacity and as Initial Subservicer

                                     and


                            LASALLE NATIONAL BANK
                               Backup Servicer


                                 dated as of
                                June 1, 1997

                                      




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     THIS SALE AND SERVICING AGREEMENT, dated as of June 1, 1997, is made among
First Enterprise Securitization Co. II, a Delaware corporation, as Issuer (the
"Issuer"), First Enterprise Financial Group, Inc., an Illinois corporation, in
its individual capacity and as Servicer (in its individual capacity, "FEFG"; in
its capacity as Servicer, the "Servicer"), First Enterprise Acceptance Company,
in its individual capacity and as Initial Subservicer (in its individual
capacity, "FEAC" and, collectively with FEFG, the "Sellers"; in its capacity as
Initial Subservicer, the "Initial Subservicer") and LaSalle National Bank, a
national banking institution, as Backup Servicer (the "Backup Servicer").

     In consideration of the mutual agreements herein contained, and of other
good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties agree as follows:


                                  ARTICLE I
                                 DEFINITIONS

     Section I.1.  Definitions.  All terms defined in the Spread Account
Agreement or the Indenture (each as defined below) shall have the same meaning
in this Agreement.  Whenever capitalized and used in this Agreement, the
following words and phrases, unless the context otherwise requires, shall have
the following meanings:

     Accountants' Report:  The report of a firm of nationally recognized
independent accountants described in Section 3.11.

     Accounting Date:  With respect to a Payment Date, the last day of the
Monthly Period immediately preceding such Payment Date.

     Actuarial Method:  The methods of allocating a fixed level payment between
principal and interest, pursuant to which the portion of such payment that is
allocated to interest is the product of the fixed rate of interest multiplied
by the unpaid principal balance multiplied by the fixed period of time
(expressed as a fraction of a year) between scheduled payments.

     Administrative Receivable:  With respect to any Monthly Period, a
Receivable (including any Liquidated Receivable) which the Servicer is required
to purchase pursuant to Section 3.7 on the Deposit Date with respect to such
Monthly Period.

     Administration Agreement:  The Administrative Services and Facilities
Agreement by and between FEFG and the Issuer dated June 1, 1997.

     Affiliate:  With respect to any Person, any other Person directly or
indirectly controlling, controlled by, or under direct 




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or indirect common control with such specified Person.  For the purposes
of this definition, "control" when used with respect to any specified Person,
means the power to direct the management and policies of such Person, directly
or indirectly, whether through the ownership of voting securities, by contract
or otherwise; and the terms "controlling" and "controlled" have meanings
correlative to the foregoing.

     Aggregate Principal Balance:  With respect to the Closing Date, the Cutoff
Date Principal Balance, and with respect to any Determination Date, the sum of
the Principal Balances (computed as of the related Accounting Date) for all
Receivables (other than (i) any Receivable that became a Liquidated Receivable
during the related Monthly Period, (ii) any Receivable that became a Purchased
Receivable as of the related Accounting Date and (iii) in the sole discretion
of the Security Insurer, any Receivable (other than a Purchased Receivable)
that the Servicer was required to repurchase on or prior to the related Deposit
Date).

     Agreement:  This Sale and Servicing Agreement, all amendments and
supplements thereto and all exhibits and schedules to any of the foregoing.

     Amount Available:  With respect to any Payment Date, the sum of (i) the
Available Funds for the immediately preceding Determination Date, plus (ii) the
Deficiency Claim Amount, if any, received by the Trustee with respect to such
Payment Date, plus (iii) the Policy Claim Amount, if any, received by the
Trustee with respect to such Payment Date.

     Amount Financed:  With respect to a Receivable, the aggregate amount
initially advanced under such Receivable toward the purchase price of the
Financed Vehicle and related costs, including amounts advanced in respect of
accessories, insurance premiums, service and warranty contracts, other items
customarily financed as part of retail automobile installment sale contracts or
promissory notes, and related costs.

     Annual Percentage Rate or APR:  With respect to a Receivable, the rate
per annum of finance charges stated in such Receivable as the "annual
percentage rate" (within the meaning of the Federal Truth-in-Lending Act);
provided, however, that if after the Closing Date, the rate per annum with
respect to a Receivable as of the Closing Date is reduced as a result of (i) an
insolvency proceeding involving the Obligor or (ii) pursuant to the Soldiers'
and Sailors' Civil Relief Act of 1940, Annual Percentage Rate or APR shall
refer to such reduced rate.

     Applications:  As defined in Section 2.2(a).


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     Available Funds:  With respect to any Determination Date, the sum of (i)
the Collected Funds for such Determination Date, (ii) all amounts deposited in
the Collection Account in respect of Purchased Receivables as of the related
Deposit Date, and (iii) all income from investments of funds in the Trust
Accounts during the prior Monthly Period.

     Backup Servicer:  LaSalle National Bank, or any successor thereto pursuant
to the terms of this Agreement.

     Business Day:  Any day other than a Saturday, Sunday, legal holiday or
other day on which commercial banking institutions in the States of New York,
Illinois or the principal place of business of any successor Servicer,
successor Issuer, successor Trustee or successor Collateral Agent, are
authorized or obligated by law, executive order or governmental decree to be
closed.

     Closing Date: June 11, 1997.

     Collateral Agent:  The Spread Account Trustee named in the Spread Account
Agreement, and any successor thereto pursuant to the terms of the Spread
Account Agreement.

     Collected Funds:  With respect to any Determination Date, the amount of
funds in the Collection Account representing collections on the Receivables
(including Liquidated Receivables and Purchased Receivables) during the related
Monthly Period, including (i) all administrative fees, expenses and charges,
late fees and other amounts paid by or on behalf of Obligors and (ii) all
Liquidation Proceeds collected during the related Monthly Period (but excluding
any Purchase Amounts).

     Collection Account:  The account designated as the Collection Account in,
and which is established and maintained pursuant to, Section 4.1(a) hereof.

     Collection Records:  All manually prepared or computer generated records
relating to collection efforts or payment histories with respect to the
Receivables.

     Computer Tape:  The computer tape or disks generated on behalf of the
Issuer which provide information relating to the Receivables and which were
used by the Sellers in selecting the Receivables conveyed to the Issuer
hereunder.

     Corporate Trust Office:  The principal office of the Trustee at which at
any particular time its corporate trust business shall be administered, which
office at the Closing Date is located at 135 South LaSalle Street, Chicago,
Illinois 60674, Attention: ABS Trust Services - First Enterprise 1997-B; the
Telecopy No.: (312) 904-2084.


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     Cram Down Loss:  With respect to a Receivable, if a court of appropriate
jurisdiction in an insolvency proceeding has issued an order reducing the
amount owed on a Receivable or otherwise modifying or restructuring the
Scheduled Receivables Payments to be made on a Receivable, an amount equal to
the excess of the principal balance of such Receivable immediately prior to
such order over the greater of (a) the principal balance of such Receivable as
so reduced and (b) the net present value (using as the discount rate the higher
of the contract rate or the rate of interest, if any, specified by the court in
such order) of the Scheduled Receivables Payments as so modified or
restructured.  A Cram Down Loss will be deemed to have occurred on the date of
issuance of such order.

     Custodian:  The Servicer and any other Person named from time to time as
custodian in accordance with Article VI acting as agent for the Trustee, which
Person must be acceptable to the Controlling Party.

     Cutoff Date: April 30, 1997.

     Cutoff Date Principal Balance:  $35,147,591.87.

     Dealer:  A seller of Motor Vehicles that originated one or more of the
Receivables and sold the respective Receivable, directly or indirectly, to any
Seller under a Dealer Assignment.

     Dealer Agreement:  An agreement between any Seller and a Dealer relating
to the sale of retail installment sale contracts and installment notes to such
Seller and all documents and instruments relating thereto.

     Dealer Assignment:  With respect to a Receivable, the executed assignment
executed by a Dealer conveying such Receivable to the applicable Seller.

     Deficiency Claim Amount:  As defined in Section 5.1(a).

     Deficiency Claim Date:  With respect to any Payment Date, the fourth
Business Day immediately preceding such Payment Date.

     Deficiency Notice:  As defined in Section 5.1(a).

     Delinquency Ratio:  With respect to any Determination Date, the fraction,
expressed as a percentage, the numerator of which is equal to the sum of the
Gross Receivable Balances (as of the related Accounting Date) of all
Receivables (other than Repossessed Inventory Receivables, Liquidated
Receivables and Purchased Receivables) with part or all of one or more
scheduled payments more than 30 days past due as of the related Accounting Date
and the denominator of which is equal to the sum of the Gross 


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Receivable Balances of all Receivables (other than Repossessed
Inventory Receivables, Liquidated Receivables and Purchased Receivables)
as of the related Accounting  Date.          

      Deposit Date:  With respect to any Determination Date, the Business Day
immediately preceding such Determination Date.

      Determination Date:  With respect to any Payment Date, the earlier of (i)
the fifth Business Day preceding such Payment Date and (ii) the eighth day of
the calendar month in which such Payment Date occurs.

      Draw Date:  With respect to any Payment Date, the third Business Day
immediately preceding such Payment Date.

      Electronic Ledger:  The electronic master record of the retail installment
sales contracts or installment loans of any Seller.

      Eligible Investments:  Any one or more of the following types of
investments, excluding any security with the "r" symbol attached to the rating
and all mortgage-backed securities:

           (a) direct interest-bearing obligations of, and interest-bearing
      obligations guaranteed as to timely payment of principal and interest by,
      the United States or any agency or instrumentality of the United States
      the obligations of which are backed by the full faith and credit of the
      United States;

           (b)  demand or time deposits in, certificates of deposit of, demand
      notes of, or bankers' acceptances issued by any depository institution or
      trust company organized under the laws of the United States or any State
      and subject to supervision and examination by federal and/or State
      banking authorities (including, if applicable, the Trustee, the Issuer or
      any agent of either of them acting in their respective commercial
      capacities); provided that the short-term unsecured debt obligations of
      such depository institution or trust company (or, if such depository
      institution or trust company is LaSalle National Bank, the direct or
      indirect holding company thereof) at the time of such investment, or
      contractual commitment providing for such investment, are rated "A-1+" by
      Standard & Poor's and "P-1" by Moody's;

           (c)  short-term repurchase obligations pursuant to a written
      agreement (i) with respect to any obligation described in clause (a)
      above, where the Trustee has taken actual or constructive delivery of
      such obligation in accordance with Section 4.1, and (ii) entered into
      with the corporate trust department of a depository institution or trust
      company organized under the laws of the United States or any State
      thereof, the deposits of which are insured by the Federal 


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      Deposi Insurance Corporation and the short-term unsecured debt    
      obligations of which are rated "A-1+" by Standard & Poor's and "P-1" by
      Moody's (including, if applicable, the Trustee, or any agent of the
      Trustee acting in its commercial capacity);

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

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

           (f)  if approved in writing by the Security Insurer, money market
      mutual funds that are rated in the highest credit rating category by
      Moody's and "AAAm" or "AAAm-g" by Standard & Poor's; or

           (g)  any other demand or time deposit, obligation, security or
      investment as may be acceptable to the Rating Agencies and the
      Controlling Party, as evidenced by the prior written consent of the
      Controlling Party and the Rating Agencies, as may from time to time be
      confirmed in writing to the Trustee by the Controlling Party; provided,
      however, that securities issued by any entity (except as provided in
      paragraph (a)) will not be Eligible Investments to the extent that an
      investment therein will cause the then outstanding principal amount of
      securities issued by such entity and held in the Trust Accounts to exceed
      $10 million (with Eligible Investments held in the Trust Accounts valued
      at par).

Eligible Investments may be purchased by or through the Trustee or any of its
Affiliates.

     Eligible Servicer:  FEFG, the Backup Servicer or another Person which at
the time of its appointment as Servicer (i) is servicing a portfolio of motor
vehicle retail installment sales contracts and/or motor vehicle installment
loans, (ii) is legally qualified and has the capacity to service the
Receivables, (iii) has demonstrated the ability professionally and competently


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to service a portfolio of motor vehicle retail installment sales contracts
and/or motor vehicle installment loans similar to the Receivables with
reasonable skill and care, (iv) is qualified and entitled to use, pursuant to a
license or other written agreement, the software which the Servicer uses in
connection with performing its duties and responsibilities under this Agreement
or otherwise has available software which is adequate to perform its duties and
responsibilities under this Agreement, (v) has a minimum net worth of
$50,000,000 and (vi) is acceptable to the Controlling Party.

     Excess Amounts:  As determined, with respect to Series 1997-B Notes,
pursuant to the terms of the Spread Account Agreement.

     Executive Officer:  With respect to any Seller or the Issuer, the
President, Chief Financial Officer or any Vice President thereof.

     Final Scheduled Payment Date: May 15, 2002 (or, if such day is not a
Business Day, the next succeeding Business Day thereafter).

     Financed Vehicle:  A Motor Vehicle, together with all accessories thereto,
securing an Obligor's indebtedness under a Receivable.

     Indenture:  The Indenture, dated as of June 1, 1997, between the Issuer
and the Trustee, as the same may be amended and supplemented from time to time.

     Independent Accountants:  As defined in Section 3.11(a).

     Insolvency Event:  With respect to a specified Person, (a) the entry of a
decree or order for relief by a court having jurisdiction in the premises in
respect of such Person or any substantial part of its property in an
involuntary case under any applicable Federal or state bankruptcy, insolvency
or other similar law now or hereafter in effect, or appointing a receiver,
liquidator, assignee, custodian, trustee, sequestrator or similar official for
such Person or for any substantial part of its property, or ordering the
winding-up or liquidation of such Person's affairs, or the commencement of an
involuntary case under the federal bankruptcy laws, as now or hereinafter in
effect, or another present or future federal or state bankruptcy, insolvency or
similar law and such case is not dismissed within 60 days; or (b) the
commencement by such Person of a voluntary case under any applicable Federal or
state bankruptcy, insolvency or other similar law now or hereafter in effect,
or the consent by such Person to the entry of an order for relief in an
involuntary case under any such law, or the consent by such Person to the
appointment of or taking possession by a receiver, liquidator, assignee,
custodian, trustee, sequestrator or similar official for such Person or for any
substantial part of its property, or the making by such Person 


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of any general assignment for the benefit of creditors, or the failure by 
such Person generally to pay its debts as such debts become due, or the taking
of action by such Person in furtherance of any of the foregoing.

      Insurance Agreement:  The Insurance and Indemnity Agreement, dated as of
June 1, 1997, among the Security Insurer, the Issuer and the Sellers.

      Insurance Agreement Event of Default:  An "Event of Default" as defined in
the Insurance Agreement.

      Insurance Policy:  With respect to a Receivable, any insurance policy
benefiting the holder of the Receivable, providing loss or physical damage,
credit life, credit disability, theft, mechanical breakdown or similar coverage
with respect to the Financed Vehicle or the Obligor.

      Insurer Default:  The occurrence and continuance of any of the following:

           (a)  the Security Insurer shall have failed to make a payment
      required under the Policy in accordance with its terms;

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

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

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


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

     Liquidated Receivable:  With respect to any Monthly Period, a Receivable,
as to which (i) 60 days have elapsed since the Servicer repossessed the
Financed Vehicle (net of any applicable redemption period), (ii) the Servicer
has determined in good faith that all amounts it expects to recover have been
received, (iii) all or any portion of a Scheduled Receivables Payment shall
have become 120 days or more delinquent (or, if the Servicer has received a
notice of commencement of case under chapter 13 of the United States Bankruptcy
Code with respect to the Obligor of such Receivable, 180 days) or (iv) such
Receivable has been liquidated through the sale of the related Financed
Vehicle.

     Liquidation Proceeds:  With respect to a Liquidated Receivable, all
amounts realized with respect to such Liquidated Receivable (other than amounts
withdrawn from the Spread Account or drawn under the Policy) net of (i)
reasonable expenses incurred by the Servicer in connection with the collection
thereof and the repossession and disposition of the Financed Vehicle and (ii)
amounts that are required to be refunded to the Obligor on such Liquidated
Receivable; provided, however, that the Liquidation Proceeds with respect to
any Liquidated Receivable shall in no event be less than zero.

     Local Collection Accounts:  The accounts designated as the Local
Collection Accounts in, and which are established and maintained pursuant to,
Section 4.2(a), for the deposit of collections with respect to receivables
serviced by the Servicer, including the Receivables.

     Losses: As defined in Section 8.2.

     Monthly Period:  With respect to a Payment Date or a Determination Date,
the calendar month immediately preceding the month in which such Payment Date
or Determination Date occurs (such calendar month being referred to as the
"related" Monthly Period with respect to such Payment Date or Determination
Date).  With respect to an Accounting Date, the calendar month in which such
Accounting Date occurs is referred to herein as the "related" Monthly Period to
such Accounting Date.


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     Monthly Records:  All records and data maintained by the Servicer with
respect to the Receivables, including the following with respect to each
Receivable:  the account number; the identity of the originating Dealer;
Obligor name; Obligor address; Obligor home phone number; Obligor business
phone number; original Principal Balance; original term; Annual Percentage Rate;
current Principal Balance; current remaining term; origination date; first
payment date; final scheduled payment date; next payment due date; date of most
recent payment; collateral description; days currently delinquent; number of
contract deferments (months) to date; amount of the Scheduled Receivables
Payment; current Insurance Policy expiration date; and past due late charges,
if any.

     Moody's:  Moody's Investors Service, Inc., or any successor thereto.

     Motor Vehicle:  A new or used automobile, van, minivan or light truck.

     MSI:  Military Services, Inc.

     Net Loss Ratio:  With respect to any Determination Date, the fraction
expressed as a percentage, the numerator of which is equal to 12 times the
excess of (A) the sum of Principal Balances plus accrued interest of all
Receivables (as of the related Accounting Date) which become Liquidated
Receivables during the related Monthly Period over (B) the Liquidation Proceeds
received by the Issuer during the related Monthly Period and the denominator of
which is equal to the Aggregate Principal Balance as of the related Accounting
Date.

     Note Balance:  Initially, the original principal amount of Notes issued by
the Issuer on the Closing Date, and as of any date of determination thereafter,
the aggregate Outstanding principal balance of the Notes, unless otherwise
specified, after giving effect to any distribution in respect of principal on
the Notes on or prior to such date.

     Note Interest Rate: 6.62% per annum (computed on the basis of a 360-day
year of twelve 30-day months).

     Note Majority:  As of any date, Noteholders representing not less than 51%
of the Note Balance as of such date.

     Note Payment Account:  The account designated as such, established and
maintained pursuant to Section 4.1(b).

     Note Pool Factor:  With respect to any Payment Date, an eight-digit
decimal figure equal to the Note Balance as of such Payment Date divided by the
original Note Balance as of the Closing Date, taking into account disbursements
made on such Payment Date.


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     Noteholders or Holders:  Registered holders of Notes.

     Noteholders' Excess Principal Payment Amount:  (A) With respect to each
Payment Date on which an Insurer Default has occurred and is continuing, all
funds on deposit in the Spread Account (other than amounts pledged in
connection with another series of notes of the Issuer and after giving effect
to the payments set forth in Section 4.6(i)-(iv)) and (B) with respect to each
Payment Date (so long as an Insurer Default shall not have occurred and be
continuing) to the extent of Excess Amounts with respect to such Payment Date:
(1) if such Payment Date is a Trigger Date but an Insurance Agreement Event of
Default has not occurred as of such Payment Date, the lesser of (i) the amount
such that the Aggregate Principal Balance as of the related Determination Date,
plus the amount on deposit in the Spread Account on such Payment Date after
giving effect to deposits required to be made to and distributions to be made
from the Spread Account on such Payment Date in accordance with the terms of
the Spread Account Agreement minus the Note Balance (after giving effect to
distribution of the Noteholders' Principal Payment Amount with respect to such
Payment Date) is equal to 21% of the Aggregate Principal Balance as of the
related Determination Date and (ii) the Note Balance (after giving effect to
distribution of the Noteholders' Principal Payment Amount with respect to such
Payment Date); (2) if an Insurance Agreement Event of Default has occurred as
of such Payment Date, the Note Balance (after giving effect to distribution of
the Noteholders' Principal Payment Amount with respect to such Payment Date);
and (3) if such Payment Date is not a Trigger Date and an Insurance Agreement
Event of Default has not occurred as of such Payment Date, 0.

     Noteholders' Interest Carryover Shortfall:  With respect to any Payment
Date, the excess of the Noteholders' Monthly Interest Payment Amount for the
preceding Payment Date and any outstanding Noteholders' Interest Carryover
Shortfall on such preceding Payment Date, over the amount in respect of
interest that was actually deposited in the Note Payment Account on such
preceding Payment Date, plus interest on the amount of interest due but not
paid to Noteholders on the preceding Payment Date, to the extent permitted by
law, at the Note Interest Rate from such preceding Payment Date to the date
prior to the current Payment Date.

     Noteholders' Interest Payment Amount:  With respect to any Payment Date,
the sum of the Noteholders' Monthly Interest Payment Amount for such Payment
Date and the Noteholders' Interest Carryover Shortfall for such Payment Date.

     Noteholders' Monthly Interest Payment Amount:  With respect to any Payment
Date, 30 days' interest (or, in the case of the first Payment Date, interest
accrued from and including the Closing Date to but excluding such Payment Date)
at the Note Interest Rate on 


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the Note Balance on the immediately preceding Payment Date, after giving 
effect to all payments of principal to Noteholders on such Payment Date (or, 
in the case of the first Payment Date, on the Closing Date).

     Noteholders' Monthly Principal Payment Amount:  With respect to any
Payment Date, the amount equal to the Noteholders' Percentage of the excess of
(i) the Aggregate Principal Balance as of the second preceding Accounting Date
(after giving effect to all payments of principal on the Receivables during the
related Monthly Period) or, with respect to the first Payment Date, the Cutoff
Date Principal Balance over (ii) the Aggregate Principal Balance as of the
immediately preceding Accounting Date (after giving effect to all payments of
principal on the Receivables during the related Monthly Period).

     Noteholders' Percentage: 89%; provided, however, that the Noteholders'
Percentage with respect to any Payment Date which is a Trigger Date shall equal
100% to the extent the quotient (expresses as a percentage) of the Note Balance
divided by the Aggregate Principal Balance as of the immediately preceding
Accounting Date (after giving effect to all payments of principal on the
Receivables during the related Monthly Period) exceeds 89%.

     Noteholders' Principal Carryover Shortfall:  As of the close of any
Payment Date, the excess of the sum of the Noteholders' Monthly Principal
Payment Amount and any outstanding Noteholders' Principal Carryover Shortfall
from the preceding Payment Date over the amount in respect of principal that is
actually deposited in the Note Payment Account on such Payment Date.

     Noteholders' Principal Payment Amount:  With respect to any Payment Date
(other than the Final Scheduled Payment Date), the sum of the Noteholders'
Monthly Principal Payment Amount for such Payment Date, and any outstanding
Noteholders' Principal Carryover Shortfall as of the close of business on the
preceding Payment Date; provided, however, the Noteholders' Principal Payment
Amount shall not exceed the Note Balance prior to the distribution on such
Payment Date.  The "Noteholders' Principal Payment Amount" on the Final
Scheduled Payment Date will equal the Note Balance on the Final Scheduled
Payment Date prior to the distribution on such Payment Date.

     Notes: 6.62% Fixed Rate Automobile Loan Notes issued pursuant to the
Indenture.

     Obligor:  The purchaser or the co-purchasers of the Financed Vehicle and
any other Person or Persons who are primarily or secondarily obligated to make
payments under a Receivable.


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     Opinion of Counsel:  A written opinion of counsel (who may be counsel to
or an employee of the Servicer) acceptable in form and substance and from
counsel acceptable to the Issuer and, if such opinion or a copy thereof is
required to be delivered to the Trustee or the Security Insurer, reasonably
acceptable (as to form, substance and identity of counsel) to the Trustee or
the Security Insurer, as applicable.

     Original Pool Balance:  As of any date, the Cutoff Date Principal Balance.

     Other Conveyed Property:  All property, other than the Receivables,
conveyed by the applicable Seller to the Issuer pursuant to this Agreement as
set forth in Section 2.1(a)(2).

     Outstanding:  As defined in the Indenture.

     Payment Amount:  With respect to a Payment Date, the sum of (i) the
Available Funds for such Payment Date and (ii) the Deficiency Claim Amount, if
any, received by the Trustee with respect to such Payment Date.

     Payment Date:  The 15th day of each calendar month, or if such 15th day is
not a Business Day, the next succeeding Business Day, commencing July 15, 1997
and including the Final Scheduled Payment Date.

     Person:  Any legal person, including any individual, corporation,
partnership, limited liability company, joint venture, estate, association,
joint stock company, trust, unincorporated organization or government or any
agency or political subdivision thereof, or any other entity.

     Placement Agency Agreement:  The Placement Agency Agreement, dated as of
June 3, 1997 among the Sellers, the Issuer and the Placement Agent.

     Placement Agent:  Banc One Capital Corporation.

     Policy:  The financial guaranty insurance policy issued by the Security
Insurer to the Trustee on behalf of the Noteholders, Policy No. 50598-N,
including any endorsements thereto.

     Principal Balance:  With respect to any Receivable, as of any date, the
Amount Financed minus (i) that portion of all amounts received on or prior to
such date and allocable to principal in accordance with the terms of the
Receivable, and (ii) any Cram Down Loss in respect of such Receivable.

     Purchase Amount:  With respect to a Receivable, the Principal Balance and
all accrued and unpaid interest on the Receivable as of 

                                    -13-



<PAGE>   15



the Accounting Date on which the obligation to purchase such Receivable arises.

     Purchased Receivable:  As of any Accounting Date, any Receivable
(including any Liquidated Receivable) that became a Warranty Receivable or
Administrative Receivable as of such Accounting Date (or which the Servicer
elected to purchase as of an earlier Accounting Date, as permitted by Section
2.5 or 3.7), and as to which the Purchase Amount has been deposited in the
Collection Account by the Servicer on or before the related Deposit Date.

     Rating Agency:  Each of Moody's and Standard & Poor's, so long as such
Persons maintain a rating on the Notes; and if either Moody's or Standard &
Poor's no longer maintains a rating on the Notes, such other nationally
recognized statistical rating organization selected by FEFG and the Note
Majority and (so long as an Insurer Default shall not have occurred and be
continuing) acceptable to the Security Insurer.

     Receivable:  A retail installment sale contract or promissory note (and
related security agreement) for a Motor Vehicle (and all accessories thereto)
that is included in any Schedule of Receivables, and all rights and obligations
under such a contract or note, but not including (1) any Liquidated Receivable
(other than for purposes of calculating Noteholders' Payment Amounts hereunder
and for the purpose of determining the obligations pursuant to Section 2.5 and
3.7 to purchase Receivables), or (2) any Purchased Receivable on or after the
Accounting Date immediately preceding the Deposit Date on which payment of the
Purchase Amount is made in connection therewith pursuant to Section 4.5.

     Receivable File:  The documents, electronic entries, instruments and
writings listed in Section 2.2 pertaining to a particular Receivable.

     Receivables Purchase Price:  $35,147,591.87.

     Registrar of Titles:  With respect to any state, the governmental agency
or body responsible for the registration of, and the issuance of certificates
of title relating to, motor vehicles and liens thereon.

     Related Documents:  The Indenture, this Agreement, the Notes, the Policy,
the Spread Account Agreement, the Insurance Agreement, the Administration
Agreement, the Stock Pledge Agreement and the Placement Agency Agreement.  The
Related Documents executed by any party are referred to herein as "such party's
Related Documents," "its Related Documents" or by a similar expression.


                                    -14-



<PAGE>   16




     Repossessed Inventory Receivable:  A Receivable (other than a Liquidated
Receivable or Purchased Receivable) for which the Financed Vehicle has been
repossessed.

     Repossessed Inventory Receivables Ratio:  With respect to any
Determination Date, the fraction expressed as a percentage, the numerator of
which is equal to the sum of the Gross Receivable Balances of all Repossessed
Inventory Receivables as of the related Accounting Date and the denominator of
which is the sum of the Gross Receivable Balances of all Receivables (other
than Liquidated Receivables and Purchased Receivables) as of the related
Accounting Date.

     Required Deposit Rating:  A rating on short-term unsecured debt
obligations of "P-1" by Moody's and at least "A-1" by Standard & Poor's (or
such other rating as may be acceptable to the Rating Agencies and the
Controlling Party).

     Responsible Officer:  When used with respect to the Trustee, any officer
within the Corporate Trust Office of the Trustee, including any Vice President,
Assistant Vice President, Secretary or Assistant Secretary, or any other
officer of the Trustee customarily performing functions similar to those
performed by any of the above designated officers and also, with respect to a
particular matter, any other officer to whom such matter is referred because of
such officer's knowledge of and familiarity with the particular subject.  When
used with respect to any other Person that is not an individual, the President,
any Vice-President or Assistant Vice-President or the Controller of such
Person, or any other officer or employee having similar functions.

     Schedule of Receivables:  With respect to each Seller, the schedule of
retail installment sales contracts and promissory notes sold and transferred to
the Issuer by such Seller pursuant to this Agreement which is attached hereto
as Schedule A and to the Indenture as Exhibit A, as such schedule may be
amended from time to time.

     Schedule of Representations:  The Schedule of Representations and
Warranties attached hereto as Schedule B.

     Scheduled Receivables Payment:  With respect to any Monthly Period for any
Receivable, the amount set forth in such Receivable as required to be paid by
the Obligor in such Monthly Period.  If after the Closing Date, the Obligor's
obligation under a Receivable with respect to a Monthly Period has been
modified so as to differ from the amount specified in such Receivable as a
result of (i) the order of a court in an insolvency proceeding involving the
Obligor, (ii) pursuant to the Soldiers' and Sailors' Civil Relief Act of 1940
or (iii) modifications or deferments of the Receivable permitted by Section
3.2(b), the Scheduled Receivables Payment with 


                                    -15-



<PAGE>   17



respect to such Monthly Period shall refer to the Obligor's payment obligation 
with respect to such Monthly Period as so modified.

     Security Insurer:  Financial Security Assurance Inc., a monoline insurance
company incorporated under the laws of the State of New York, or any successor
thereto, as issuer of the Policy.

     Series:  Any series of securities issued by the Issuer in connection with
its purchase of additional pools of receivables from any Seller.

     Servicer:  First Enterprise Financial Group, Inc., an Illinois
corporation, its successor in interest pursuant to Section 8.2 or, after any
termination of the Servicer upon a Servicer Termination Event, the Backup
Servicer or any other successor Servicer.

     Servicer Extension Notice:  The notice delivered pursuant to Section 3.14.

     Servicer Termination Event:  An event described in Section 8.1.

     Servicer's Certificate:  With respect to each Determination Date, a
certificate, completed by and executed on behalf of the Servicer, in 
accordance with Section 3.9, substantially in the form attached hereto as 
Exhibit B.

     Servicing Fee:  With respect to any Monthly Period, the fee payable to the
Servicer for services rendered during such Monthly Period, which shall be equal
to one-twelfth of the Servicing Fee Rate multiplied by the Aggregate Principal
Balance with respect to the Determination Date falling in such Monthly Period;
provided, however, that for the first Payment Date, the Servicing Fee shall
equal the product of (i) 1/360, (ii) the number of days from the Cutoff Date
through the Accounting Date immediately preceding such Payment Date, (iii) the
Servicing Fee Rate, and (iv) the Aggregate Principal Balance as of the close of
business on such Accounting Date.

     Servicing Fee Rate:  3.00% per annum, payable monthly at one-twelfth of
the annual rate.

     Spread Account:  The Series 1997-B Spread Account established and
maintained pursuant to the Spread Account Agreement.

     Spread Account Agreement:  The Master Spread Account Agreement, dated as
of June 1, 1996, among the Security Insurer, the Issuer, First Enterprise
Securitization Corp., FEFG, the Collateral Agent and the trustees specified
therein, as the same may be amended, supplemented or otherwise modified in
accordance with the terms thereof.

                                    -16-



<PAGE>   18




     Standard & Poor's:  Standard & Poor's Ratings Services, or any successor
thereto.

     Trigger Date:  A Payment Date which occurs (i) on or after the date of
occurrence of a Trigger Event and prior to the date, if any, on which such
Trigger Event is Deemed Cured or (ii) on or after the date of occurrence of an
Insurance Agreement Event of Default.

     Trigger Notice:  As specified in Section 5.2.

     Trust Accounts:  The meaning specified in Section 4.1(c).

     Trustee:  The Person acting as Trustee under the Indenture, its successors
in interest and any successor Trustee under the Indenture.

     UCC:  The Uniform Commercial Code as in effect in the relevant
jurisdiction.

     Warranty Receivable:  With respect to any Monthly Period, a Receivable
(including any Liquidated Receivable) which the Servicer has become obligated
to repurchase pursuant to Section 2.5 on the Deposit Date with respect to such
Monthly Period.

     Section I.2.  Usage of Terms.  With respect to all terms used in this
Agreement, the singular includes the plural and the plural the singular, words
importing any gender include the other gender, references to "writing" include
printing typing lithography, and other means of reproducing words in a visible
form; references to agreements and other contractual instruments include all
subsequent amendments thereto or changes therein entered into in accordance
with their respective terms and not prohibited by this Agreement; references to
Persons include their permitted successors and assigns; and the terms "include"
or "including" mean "include without limitation" or "including without
limitation."

     Section I.3.  Calculations.  All calculations of the amount of interest
accrued on the Notes and all calculations of the amount of the Servicing Fee
shall be made on the basis of a 360-day year consisting of twelve 30-day
months.  All references to the Principal Balance of a Receivable as of an
Accounting Date shall refer to the close of business on such day.

     Section I.4.  Section References.  All references to Articles, Sections,
paragraphs, subsections, exhibits and schedules shall be to such portions of
this Agreement unless otherwise specified.

     Section I.5.  No Recourse.  No recourse may be taken, directly or
indirectly, under this Agreement or any certificate or other writing delivered
in connection herewith or therewith, against any 

                                    -17-


<PAGE>   19


stockholder, officer, or director, as such, of any Seller, the Servicer,
the Trustee, the Backup Servicer or the Issuer or of any predecessor or
successor of any Seller, the Servicer, the Trustee, the Backup Servicer or the
Issuer.  By way of clarification, the foregoing sentence shall not limit
recourse to any Seller for its obligations under this Agreement and the other
Related Documents.

     Section I.6.  Material Adverse Effect.  Whenever a determination is to be
made under this Agreement as to whether a given event, action, course of
conduct or set of facts or circumstances could or would have a material 
adverse effect on the Issuer or the Noteholders (or any similar or analogous 
determination), such determination shall be made without taking into account 
the insurance provided by the Policy.


                                 ARTICLE II
            CONVEYANCE OF RECEIVABLES AND OTHER CONVEYED PROPERTY

     Section II.1.  Purchase and Sale of Receivables and Other Conveyed
Property.  On the Closing Date, subject to the terms and conditions of this
Agreement, each Seller agrees to sell to the Issuer, and the Issuer agrees to
purchase from such Seller, the Receivables identified on such Seller's Schedule
of Receivables and the Other Conveyed Property relating thereto.  The
conveyance to the Issuer of such Receivables and Other Conveyed Property
relating thereto is intended as a sale free and clear of all liens and it is
intended that the property of the Issuer shall not be part of any Seller's
estate in the event of the filing of a bankruptcy petition by or against any
Seller under any bankruptcy or similar law.

     (a) Transfer of Receivables and Other Conveyed Property.  On the Closing
Date and simultaneously with the transactions to be consummated pursuant to the
Indenture, each Seller shall sell, transfer, assign, grant, set over and
otherwise convey to the Issuer, without recourse (subject to the obligations
herein), (1) all right, title and interest of such Seller in and to the
Receivables listed in the Schedule of Receivables delivered by such Seller, all
monies received thereunder after the Cutoff Date and all Liquidation Proceeds
and recoveries received with respect to such Receivables; and (2)(i) all right,
title and interest of such Seller in and to the security interests in the
Financed Vehicles granted by Obligors pursuant to the Receivables and any other
interest of such Seller in such Financed Vehicles, including, without
limitation, the certificates of title with respect to such Financed Vehicles;
(ii) all right, title and interest of such Seller in and to any proceeds from
claims on any repossession loss, physical damage, credit life and credit
accident and health insurance policies covering such Financed Vehicles or the
Obligors; (iii) all right, title and interest of such Seller in and to refunds
for the costs of service contracts with respect to such 


                                    -18-

<PAGE>   20


Financed Vehicles, refunds of unearned premiums with respect to credit life 
and credit accident and health insurance policies covering an Obligor or 
Financed Vehicle or his or her obligations with respect to a Financed Vehicle 
and any recourse to Dealers for any of the foregoing; (iv) all right, title 
and interest of such Seller under the Dealer Agreements and Dealer
Assignments as the same may relate to the Receivables; (v) the Receivable File
related to each Receivable; (vi) all right, title and interest of such Seller
in all funds on deposit in the Trust Accounts, and all investments and proceeds
thereof (including all income therein); and (vii) the proceeds of any and all
of the foregoing (collectively, the "Other Conveyed Property").

     (b) Receivables Purchase Price.  In consideration for the Receivables and
Other Conveyed Property described in Section 2.1(a), the Issuer shall, on the
Closing Date, pay to the Sellers the Receivables Purchase Price.  An amount
equal to $2,812,235.01 and $28,767,975.93 of the Receivables Purchase Price
shall be paid to FEFG and FEAC, respectively, in cash by federal wire transfer
(same day) funds.  The remaining $3,567,380.93 of the Receivables Purchase
Price shall be deemed paid and returned to the Issuer and be considered a
contribution to capital from FEFG.

     (c)  The Closing.  The sale and purchase of the Receivables and the Other
Conveyed Property shall take place at a closing (the "Closing") at the offices
of Mayer, Brown & Platt, 190 South LaSalle Street, Chicago, Illinois 60603 on
the Closing Date, simultaneously with the closing under the Indenture pursuant
to which the Issuer shall (i) grant all of its right, title and interest in and
to the Receivables and the Other Conveyed Property to the Trustee for the
benefit of the Noteholders and (ii) issue the Notes.

     Section II.2.  Custody of Receivable Files.

     (a)  In connection with the sale, transfer and assignment of the
Receivables and the Other Conveyed Property to the Issuer pursuant to this
Agreement and simultaneously with the execution and delivery of this Agreement,
the Trustee hereby revocably appoints FEFG (in its capacity as the Servicer) to
act as Custodian, and the Servicer hereby accepts such appointment, to act as
the agent of the Trustee as custodian of the following documents and/or
instruments in its possession which shall be delivered to the Custodian as
agent of the Trustee within ten days following the Closing Date (with respect
to each Receivable):

           The original credit application, or a copy thereof, of each Obligor,
     fully executed by each such Obligor on the applicable Seller's customary 
     form, or on a form approved by such Seller, for such application (the 
     "Applications").


                                    -19-



<PAGE>   21




      The Trustee may act as Custodian with respect to the foregoing documents
and/or instruments, and shall act as custodian with respect to the following
documents and/or instruments which shall be delivered to the Trustee on or
prior to the Closing Date (with respect to each Receivable):

           (i)  The fully executed original of the Receivable (together with
      any agreements modifying the Receivable, as applicable, including without
      limitation any deferment agreements); and

           (ii)  The original certificate of title (when received) and
      otherwise such documents, if any, that the applicable Seller keeps on
      file in accordance with its customary procedures indicating that the
      Financed Vehicle is owned by the Obligor and subject to the interest of
      such Seller as first lienholder or secured party (including any Lien
      Certificate received by such Seller), or, if such original certificate of
      title has not yet been received, a copy of the application therefor,
      showing such Seller as secured party.

      To the extent that the Trustee acts as Custodian, it shall be deemed to
have assumed the obligations of the Custodian specified in Article VI.

      (b)  Upon payment in full of any Receivable, the Servicer will notify the
Trustee pursuant to a certificate of an officer or authorized representative of
the Servicer (which certificate shall include a statement to the effect that
all amounts received in connection with such payments which are required to be
deposited in the Collection Account pursuant to Section 3.1 have been so
deposited) and shall request delivery of the Receivable and Receivable File to
the Servicer.  From time to time as appropriate for servicing and enforcing any
Receivable, the Custodian or the Trustee, as the case may be, shall, upon
written request of an officer or authorized representative of the Servicer and
delivery to the Custodian or the Trustee, as the case may be, of a receipt
signed by such officer or authorized representative, cause the original
Receivable and/or the related Receivable File to be released to the Servicer.
The Servicer's receipt of a Receivable and/or Receivable File shall obligate
the Servicer to return the original Receivable and the related Receivable File
to the Custodian or the Trustee, as the case may be, when its need by the 
Servicer has ceased unless the Receivable is repurchased as described in 
Section 2.5 or 3.7.

     Section II.3.  Conditions Precedent.

     (a)  Conditions to Purchase and Issuance by Issuer.  The Issuer's
obligation to purchase the Receivables and the Other Conveyed Property
hereunder and to execute and deliver the Notes on 

                                    -20-



<PAGE>   22



the Closing Date is subject to the satisfaction of the following conditions on 
or before the Closing Date:

     (i)  Representations and Warranties True.  The representations and
warranties of each Seller and the Servicer hereunder shall be true and correct
on the Closing Date with the same effect as if then made, and each Seller and
the Servicer shall have performed all obligations to be performed by it
hereunder on or prior to the Closing Date.

     (ii)  Computer Files Marked.  Each Seller shall, at its own expense, on or
prior to the Closing Date, indicate in its computer files that the Receivables
have been sold to the Issuer pursuant to this Agreement and shall deliver to
the Issuer a Schedule of Receivables, certified by the Chairman, the President,
a Vice President or the Treasurer of such Seller to be true, correct and
complete.

     (iii)  Receivable Files Delivered.  The Trustee shall, at FEFG's expense,
cause the Applications to be delivered to the Custodian within ten days
following the Closing Date.

     (iv)  Documents to be delivered by the Sellers at the Closing.

                 (A)  The Assignment.  At the Closing, each Seller will execute
           and deliver an Assignment, dated as of June 1, 1997, in
           substantially the form of Exhibit A hereto.

                 (B)  Evidence of UCC-1 Filing.  On or prior to the Closing
           Date, each Seller shall record and file, at its own expense, a
           UCC-1 financing statement in each jurisdiction in which required by
           applicable law, executed by such Seller, as seller or debtor, and
           naming the Issuer, as purchaser or secured party, naming the
           Receivables and the Other Conveyed Property conveyed hereafter as
           collateral, meeting the requirements of the laws of each such
           jurisdiction and in such manner as is necessary to perfect the sale,
           transfer, assignment and conveyance of such Receivables and Other 
           Conveyed Property to the Issuer.  Each Seller shall deliver a 
           file-stamped copy, or other evidence satisfactory to the Trustee of 
           such filing, to the Trustee on or prior to the Closing Date.

                 (C)  Evidence of Release of Liens.  On or prior to the Closing
           Date, each Seller shall have had estoppel and release letters and
           related UCC-2 termination statements and/or UCC-3 amendment
           statements (for each appropriate jurisdiction), to release all
           security interests or 
 

                                    -21-



<PAGE>   23




         similar rights of any Person in the Receivables and the Other
         Conveyed Property, including without limitation, the security  
         interests in the Financed Vehicles securing the Receivables and any
         proceeds of such security interests or the Receivables, executed by
         each such Person and delivered to the Trustee.  Upon closing, the
         Trustee shall release such UCC-2 termination statements and/or UCC-3
         amendment statements to each Seller for filing pursuant to Section
         2.16.

                 (D)  Resolutions.  Copies of resolutions of the Board of
         Directors of each Seller approving the execution, delivery and
         performance of this Agreement, the Related Documents and the
         transactions contemplated hereby and thereby, certified by a
         Secretary or an Assistant Secretary of such Seller.

                 (E)  Evidence of Other Filings.  Evidence that all filings
         (including, without limitation, UCC filings) required to be made by
         any Person and actions required to be taken or performed by any
         Person in any jurisdiction to give the Trustee a first priority
         perfected lien on, or ownership interest in, the Receivables and
         the Other Conveyed Property have been made, taken or performed.

                 (F)  Policy and Spread Account Agreement.  An executed copy of
         the Policy and the Spread Account Agreement (including the
         supplement thereto).

                 (G)  Other Documents.  At the closing, each Seller shall
         deliver such other documents as the Issuer may reasonably request.

     (v) Other Transactions.  The transactions contemplated by the Indenture
and the Placement Agency Agreement shall be consummated on the Closing Date.

     (b) Conditions to Obligation of each Seller.  The obligation of each
Seller to sell the Receivables identified in such Seller's Schedule of
Receivables to the Issuer is subject to the satisfaction of the following
conditions:

         (i) Representations and Warranties True.  The representations and
warranties of the Issuer hereunder shall be true and correct on the Closing
Date with the same effect as if then made, and the Issuer shall have performed
all obligations to be performed by it hereunder on or prior to the Closing
Date.

         (ii)  Receivables Purchase Price.  At the Closing Date, the Issuer will
deliver to the Sellers the Receivables Purchase Price as provided in Section
2.1(b).  FEFG and FEAC hereby direct 

                                    -22-



<PAGE>   24



the Issuer to wire $2,812,235.01 and $28,767,975.93, respectively, of the
Receivables Purchase Price pursuant to wire instructions to be delivered to the
Issuer on or prior to the Closing Date.

     Section II.4.  Representations and Warranties of each Seller.  Each Seller
makes the following representations and warranties on which the Issuer relies
in accepting the Receivables and the Other Conveyed Property and in executing
and issuing the Notes and upon which the Security Insurer relies in issuing the
Policy and upon which the Trustee has relied in authenticating the Notes.
Unless otherwise specified, such representations and warranties speak as of the
Closing Date, but shall survive the sale, transfer, and assignment of the
Receivables to the Issuer and the pledge thereof to the Trustee pursuant to the
Indenture.

     (a)  [Reserved].

     (b)  Organization and Good Standing.  Such Seller has been duly organized
and is validly existing as a corporation in good standing under the laws of the
State of Illinois, with power and authority to own its properties and to
conduct its business as such properties are currently owned and such business
is currently conducted, and had at all relevant times, and now has, power,
authority and legal right to acquire, own and sell the Receivables and the
Other Conveyed Property transferred to the Issuer.

     (c)  Due Qualification.  Such Seller is duly qualified to do business as a
foreign corporation in good standing and has obtained all necessary licenses
and approvals in all jurisdictions where the failure to do so would materially
and adversely affect (i) such Seller's ability to transfer the Receivables and
the Other Conveyed Property to the Issuer pursuant to this Agreement, (ii) the
validity or enforceability of the Receivables and the Other Conveyed Property
or (iii) such Seller's ability to perform its obligations hereunder and under
such Seller's Related Documents.

     (d)  Power and Authority.  Such Seller has the power and authority to
execute and deliver this Agreement and its Related Documents and to carry out
its terms and their terms, respectively; such Seller has full power and
authority to sell and assign the Receivables and the Other Conveyed Property to
be sold and assigned to and deposited with the Issuer by it and has duly
authorized such sale and assignment to the Issuer by all necessary corporate
action; and the execution, delivery and performance by such Seller of this
Agreement and such Seller's Related Documents have been duly authorized by such
Seller by all necessary corporate action.

     (e)  Valid Sale, Binding Obligations.  This Agreement effects a valid
sale, transfer and assignment of the Receivables and the Other Conveyed
Property, enforceable against such Seller and creditors of and purchasers from
such Seller; and this Agreement 


                                    -23-


<PAGE>   25


and such Seller's Related Documents, when duly  executed and delivered, shall
constitute legal, valid and binding obligations of such Seller enforceable in
accordance with their respective terms, except as enforceability may be limited
by bankruptcy, insolvency, reorganization or other similar laws affecting the
enforcement of creditors' rights generally and by equitable limitations on the
availability of specific remedies, regardless of whether such enforceability is
considered in a proceeding in equity or at law.

     (f)  No Violation.  The consummation of the transactions contemplated by
this Agreement and the Related Documents and the fulfillment of the terms of
this Agreement and the Related Documents shall not conflict with, result in any
breach of any of the terms and provisions of or constitute (with or without
notice, lapse of time or both) a default under the articles of incorporation or
by-laws of such Seller, or any indenture, agreement, mortgage, deed of trust or
other instrument to which such Seller is a party or by which it or its
properties are bound, or result in the creation or imposition of any Lien upon
any of its properties pursuant to the terms of any such indenture, agreement, 
mortgage, deed of trust or other instrument, other than this Agreement, or 
violate any law, order, rule or regulation applicable to such Seller of any 
court or of any federal or state regulatory body, administrative agency or 
other governmental instrumentality having jurisdiction over such Seller or any 
of its properties.

     (g)  No Proceedings.  There are no proceedings or investigations pending
or threatened against such Seller before any court, regulatory body,
administrative agency or other tribunal or governmental instrumentality having
jurisdiction over such Seller or its properties (A) asserting the invalidity of
this Agreement or any of the Related Documents, (B) seeking to prevent the
issuance of the Notes or the consummation of any of the transactions
contemplated by this Agreement or any of the Related Documents, (C) seeking any
determination or ruling that might materially and adversely affect the
performance by such Seller of its obligations under, or the validity or
enforceability of, this Agreement or any of the Related Documents, or (D)
seeking to materially and adversely affect the federal income tax or other
federal, state or local tax attributes of the Notes.

     (h) No Consents.  No consent, approval, license, authorization or order of
or declaration or registration or filing with any governmental authority,
bureau or agency is required to be made by such Seller in connection with the
execution, delivery or performance of this Agreement or its Related Documents
or the consummation of the transactions contemplated hereby or thereby, except
such as have been duly made, effected or obtained.

     (i)  Chief Executive Office.  The chief executive office of FEFG is at 500
Davis Street, Suite 1005, Evanston, Illinois 60201 


                                    -24-


<PAGE>   26


and of FEAC is at 1032 Highway 84 By Pass, Enterprise Alabama 36331.

     Section II.5.  Repurchase of Receivables Upon Breach of Warranty.  Upon
discovery by any of the Sellers, the Servicer, the Security Insurer, the
Trustee or the Issuer of a breach of any of the representations and warranties
of the Servicer contained in Section 3.6(b)(ix), the party discovering such
breach shall give prompt written notice to the others; provided, however, that
the failure to give any such notice shall not affect any obligation of the
Servicer.  As of the last day of the second month (or, at the Servicer's
election, the last day of the first month) following the month of the
Servicer's discovery or its receipt of notice of any breach of the 
representations and warranties set forth on the Schedule of Representations 
which materially and adversely affects the interests of the Noteholders, the 
Security Insurer or the Issuer in any Receivable (including any Liquidated 
Receivable) FEFG, as Servicer, shall, unless such breach shall have been cured 
in all material respects, purchase such Receivable from the Issuer and, on or 
before the related Deposit Date, pay the Purchase Amount to the Issuer 
pursuant to Section 4.5.  Upon knowledge of the Trustee that FEFG, as Servicer,
has failed to effect its repurchase obligation, the Trustee for the benefit of 
the Noteholders shall enforce directly the obligation of FEFG, as Servicer, to 
repurchase any Receivable materially and adversely affected by such a breach.  
It is understood and agreed that, except as set forth in this Section 2.5, the 
sole remedy of the Issuer, the Trustee on behalf of the Noteholders and the 
Security Insurer with respect to a breach of FEFG's representations and 
warranties pursuant to Section 3.6(b)(ix) shall be to require FEFG, as 
Servicer, to repurchase Receivables pursuant to this Section 2.5.

     In addition to the foregoing and notwithstanding whether the related
Receivable shall have been purchased by FEFG, as Servicer, FEFG, as Servicer,
shall indemnify the Issuer, the Trustee, the Backup Servicer, the Collateral
Agent, the Security Insurer, the Issuer and the Noteholders against all costs,
expenses, losses, damages, claims and liabilities, including reasonable fees
and expenses of counsel, which may be asserted against or incurred by any of
them as a result of third party claims arising out of the events or facts
giving rise to such breach.

     Section II.6.  Issuer's Assignment of Administrative Receivables and
Warranty Receivables.  With respect to all Administrative Receivables and all
Warranty Receivables purchased by the Servicer, the Issuer shall take any and
all actions reasonably requested by the Servicer, at the expense of the
requesting party, to assign, without recourse, representation or warranty, to
the Servicer all the Issuer's right, title and interest in and to such
purchased Receivable, all monies due thereon, the security interests in the
related Financed Vehicles, 


                                    -25-



<PAGE>   27



proceeds from any Insurance Policies, proceeds from recourse against
Dealers on such Receivables and the interests of the Issuer in certain rebates
of premiums and other amounts relating to the Insurance Policies and any
documents relating thereto, such assignment being an assignment outright and
not for security; and the Servicer shall thereupon own such Receivable, and all
such security and documents, free of any further obligation to the Issuer, the 
Trustee, the Security Insurer or the Noteholders with respect thereto.

     Section II.7.  Collecting Lien Certificates.  In the case of any
Receivable in respect of which written evidence from the Dealer selling the
related Financed Vehicle that the Lien Certificate for such Financed Vehicle
showing the applicable Seller as first lienholder has been applied for from the
Registrar of Titles was delivered to the Trustee in lieu of a Lien Certificate,
the Servicer shall use its best efforts to collect such Lien Certificate from
the Registrar of Titles as promptly as practicable.  If such Lien Certificate
showing the applicable Seller as first lienholder is not received by the
Trustee within 180 days after the Closing Date then the representation and
warranty in paragraph 8 of the Schedule of Representations in respect of such
Receivable shall be deemed to have been incorrect in a manner that materially
and adversely affects the Noteholders, the Security Insurer and the Issuer.

     Section II.8.  Protection of Right, Title and Interest.

     (a)  Filings.  Each Seller shall cause all financing statements and
continuation statements and any other necessary documents covering the right,
title and interest of the Issuer in and to the Receivables and the Other
Conveyed Property to be promptly filed, and at all times to be kept recorded,
registered and filed, all in such manner and in such places as may be required
by law fully to preserve and protect the right, title and interest of the
Issuer hereunder to the Receivables and the Other Conveyed Property.  Each
Seller shall deliver to the Issuer (with copies to the Security Insurer and the
Trustee) file stamped copies of, or filing receipts for, any document recorded,
registered or filed as provided above, as soon as available following such
recordation, registration or filing.  The Issuer shall cooperate fully with
such Seller in connection with the obligations set forth above and will execute
any and all documents reasonably required to fulfill the intent of this Section
2.8(a).  In the event such Seller fails to perform its obligations under this
subsection, the Issuer or the Trustee may do so at the expense of such Seller.

     (b)  Name and Other Changes.  At least 60 days prior to the date any
Seller makes any change in its name, identity or corporate structure which
would make any financing statement or continuation statement filed in
accordance with subsection (a) above seriously 


                                    -26-


<PAGE>   28



misleading within the applicable provisions of the UCC or any title statute,
such Seller shall give the Trustee, the Issuer and the Security Insurer (so
long as an Insurer Default shall not have occurred and be continuing) written
notice of any such change and no later than five days after the effective date
thereof, shall file appropriate amendments to all previously filed financing
statements or continuation statements.  At least 60 days prior to the date of
any relocation of its principal executive office, such Seller shall give the
Trustee, the Issuer and the Security Insurer (so long as an Insurer Default
shall not have occurred and be continuing) written notice thereof if, as a
result of such relocation, the applicable provisions of the UCC would require
the filing of any amendment of any previously filed financing or continuation
statement or of any new financing statement and such Seller shall within five
days after the effective date thereof, file any such amendment or new financing
statement.  Promptly after taking the foregoing actions, such Seller shall
deliver to the Issuer, the Trustee and the Security Insurer (so long as an
Insurer Default shall not have occurred and be continuing), an Opinion of
Counsel either (a) stating that, in the opinion of such counsel, all financing
statements and continuation statements have been executed and filed that are
necessary fully to preserve and protect the interest of the Issuer and the
Trustee in the Receivables and the Other Conveyed Property, and reciting the
details of such filings or referring to prior Opinions of Counsel in which such
details are given, or (b) stating that, in the opinion of such counsel, no such
action is necessary to preserve and protect such interest.  Each Seller shall
at all times maintain each office from which it shall service Receivables, and
its principal executive office, within the United States of America.

     (c)  Accounts and Records.  Each Seller shall maintain accounts and
records as to each Receivable sold by it hereunder accurately and in sufficient
detail to permit the reader thereof to know at any time the status of such
Receivable, including payments and recoveries made and payments owing (and the
nature of each).

     (d)  Maintenance of Computer Systems.  Each Seller shall maintain its
computer systems so that, from and after the time of sale hereunder of the
Receivables by it to the Issuer, such Seller's master computer records
(including any back-up archives) that refer to any such Receivable shall
indicate clearly the interest of the Issuer and the Trustee in such Receivable
and that such Receivable is owned by the Issuer.  Indication of the Issuer's
ownership of such Receivable shall be deleted from or modified on such Seller's
computer systems when, and only when, such Receivable shall have been paid in
full or repurchased.

     (e)  Sale of Other Receivables.  If at any time any Seller shall propose
to sell, grant a security interest in, or otherwise transfer any interest in
any retail installment contract (other 


                                    -27-

<PAGE>   29



than the Receivables) to any prospective purchaser, lender, or other
transferee, such Seller shall give to such prospective purchaser, lender, or
other transferee computer tapes, records, or print-outs (including any restored
from back-up archives) that, if they shall refer in any manner whatsoever to
any Receivable, shall indicate clearly that such Receivable has been sold and
is owned by the Issuer and pledged to the Trustee unless such Receivable has
been paid in full or repurchased.

     (f)  Access to Records.  Each Seller shall permit the Issuer, the Security
Insurer, the Trustee, the Backup Servicer and their respective agents at any
time during normal business hours to inspect, audit, and make copies of and
abstracts from the Issuer's records regarding any Receivable.

     (g)  List of Receivables.  Upon request, each Seller shall furnish to the
Trustee or the Security Insurer, within five (5) Business Days, a list of all
Receivables (by contract number and name of Obligor) sold by it hereunder and
then owned by the Issuer, together with a reconciliation of such list to each
Schedule of Receivables.

     Section II.9.  Costs and Expenses.  Each Seller agrees to pay all
reasonable costs and disbursements in connection with the performance of its
obligations hereunder and under its Related Documents.

     Section II.10. Delivery of Receivable Files.  On or prior to the Closing
Date, each Seller shall cause the Receivable Files with respect to the
Receivables sold by it hereunder to be delivered to the Trustee.

     Section II.11. Restrictions on Liens.  No Seller shall (i) create, incur
or suffer to exist, or agree to create, incur or suffer to exist, or consent to
cause or permit in the future (upon the happening of a contingency or
otherwise) the creation, incurrence or existence of any Lien on, or restriction
on transferability of, the Receivables, except for the Lien in favor of the
Trustee, for the benefit of the Noteholders, the Lien imposed by the Spread
Account Agreement in favor of the Collateral Agent for the benefit of the
Trustee and Financial Security and the restrictions on transferability imposed
by this Agreement or (ii) sign or file under the UCC of any jurisdiction any 
financing statement which names such Seller or the Issuer as a debtor, or sign 
any security agreement authorizing any secured party thereunder to file such
financing statement, with respect to the Receivables, except in each case any
such instrument solely securing the rights and preserving the Lien of the
Trustee, for the benefit of the Noteholders and the Security Insurer.  Each
Seller shall defend the right, title and interest of the Issuer in, to and


                                    -28-


<PAGE>   30




under the Receivables against all claims of third parties claiming through or
under such Seller.

     Section II.12. Sale.  Each Seller agrees to treat this conveyance for all
purposes (including without limitation tax and financial accounting purposes)
as a sale on all relevant books, records, tax returns, financial statements and
other applicable documents; provided, however, that the foregoing shall not
prevent the Issuer from being included in the consolidated financial statements
of FEFG.  On and after the Closing Date, the Issuer shall own the Receivables
and the Other Conveyed Property and no Seller shall take any action
inconsistent with such ownership or claim any ownership interest in any such
Receivables or Other Conveyed Property.

     Section II.13. Indemnification By Each Seller.

     (a)  Each Seller shall defend, indemnify and hold harmless the Issuer, the
Trustee, the Security Insurer, the Servicer, the Backup Servicer and the
Noteholders for any liability as a result of the failure of a Receivable listed
on the Schedule of Receivables delivered by such Seller to be originated in
compliance with all requirements of law and for any breach of any of its
representations and warranties contained herein;

     (b)  Each Seller shall defend, indemnify and hold harmless the Issuer, the
Trustee, the Security Insurer, the Servicer, the Backup Servicer and the
Noteholders from and against any and all costs, expenses, losses, damages,
claims, and liabilities, arising out of or resulting from the use, ownership,
or operation by such Seller or any Affiliate thereof of a Financed Vehicle;

     (c)  The Sellers, jointly and severally, shall defend, indemnify, and hold
harmless the Issuer, the Trustee, the Security Insurer, the Servicer, the
Backup Servicer and the Noteholders from and against any and all taxes, except
for taxes on the net income of the Issuer, the Trustee, the Security Insurer,
the Servicer, the Backup Servicer and the Noteholders, that may at any time be 
asserted against the Issuer, the Trustee, the Security Insurer, the Servicer, 
the Backup Servicer and the Noteholders, with respect to the transactions 
contemplated herein, including, without limitation, any sales, gross receipts, 
general corporation, tangible or intangible personal property, privilege, or 
license taxes and costs and expenses in defending against the same;

     (d)  Each Seller agrees to pay, and to defend, indemnify and hold harmless
the Issuer, the Trustee, the Security Insurer, the Servicer, the Backup
Servicer and the Noteholders from, any taxes which may at any time be asserted
against such Persons with respect to, and as of the date of, the conveyance or
ownership of the Receivables listed on the Schedule of Receivables delivered by
such 


                                    -29-


<PAGE>   31


Seller or the Other Conveyed Property hereunder or the assignment of such
Receivables or the Other Conveyed Property under the Indenture or the issuance
and original sale of the Notes, including, without limitation, any sales, gross
receipts, personal property, tangible or intangible personal property,
privilege or license taxes (but not including any federal or other income
taxes, including franchise taxes, arising out of the transactions contemplated
hereby or transfer taxes arising in connection with the transfer of Notes) and
costs and expenses in defending against the same;

     (e)  FEFG shall defend, indemnify and hold harmless, the Issuer, the
Trustee, the Security Insurer, the Servicer, the Backup Servicer and the
Noteholders from and against any loss, liability or expense incurred by reason
of the violation by each Seller of federal or state securities laws in
connection with the registration or the sale of the Notes;

     (f)  Each Seller shall defend, indemnify and hold harmless, the Issuer,
the Trustee, the Security Insurer, the Servicer, the Backup Servicer and the
Noteholders from and against any loss, liability or expense imposed upon, or
incurred by, the Issuer, the Trustee, or Noteholders as a result of the failure
of any Receivable listed on the Schedule of Receivables delivered by such
Seller or any Other Conveyed Property, or the sale of the related Financed
Vehicle, to comply with all requirements of applicable law; and

     (g)  Each Seller shall defend, indemnify, and hold harmless the Issuer,
the Trustee, the Security Insurer, the Servicer, the Backup Servicer and the
Noteholders from and against any and all costs, expenses, losses, damages,
claims and liabilities to the extent that such cost, expense, loss, damage,
claim or liability arose out of, or was imposed upon the Issuer, the Trustee,
the Security Insurer, the Servicer, the Backup Servicer or the Noteholders 
through, the negligence, misfeasance, or bad faith of such Seller in the 
performance of its duties under this Agreement, or by reason of disregard of 
such Seller's obligations and duties under this Agreement;

     (h)  Notwithstanding the indemnity provisions contained in Sections
2.13(a)-(g) above, no Seller shall be required to indemnify the Issuer, the
Trustee, the Security Insurer, the Servicer, the Backup Servicer or the
Noteholders against any tax, costs, expenses, losses, damages, claims or
liabilities to the extent the same shall be due to (i) the misfeasance, bad
faith or gross negligence of such party, or (ii) (except as to the Trustee)
recourse for uncollectible or uncollected Receivables.

     Indemnification under this Section shall survive the termination of this
Agreement and shall include fees and expenses 


                                    -30-


<PAGE>   32


of litigation.  These indemnity obligations shall be in addition to any 
obligation that any Seller may otherwise have.

     Section II.14. Representations and Warranties of the Issuer.  The Issuer
hereby represents and warrants to each Seller as of the date of its
incorporation and as of the Closing Date:

     (a) Organization and Good Standing.  The Issuer has been duly organized
and is validly existing as a corporation in good standing under the laws of the
State of Delaware, with power and authority to own its properties and to
conduct its business as such properties shall be currently owned and such
business is presently conducted, and had at all relevant times, and shall have,
power, authority and legal right to acquire and own the Receivables and the
Other Conveyed Property and to pledge the Receivables and the Other Conveyed
Property to the Trustee pursuant to the Indenture.

     (b) Due Qualification.  The Issuer is duly qualified to do business as a
foreign corporation in good standing, and has obtained all necessary licenses
and approvals in all jurisdictions where the failure to do so would materially
and adversely affect (i) the Issuer's ability to pledge the Receivables and the
Other Conveyed Property to the Trustee pursuant to the Indenture, (ii) the
validity or enforceability of the Receivables and the Other Conveyed Property
or (iii) the Issuer's ability to perform its obligations hereunder and under
the Related Documents.

     (c) Power and Authority.  The Issuer has the power and authority to
execute and deliver this Agreement and its Related Documents and to carry out
the terms hereof and thereof; and the execution, delivery and performance of
this Agreement and its Related Documents have been duly authorized by the
Issuer by all necessary corporate action.

     (d) Binding Obligation.  Each of this Agreement and the Related Documents
to which the Issuer is a party shall constitute a legal, valid and binding
obligation of the Issuer enforceable in accordance with its terms and the terms
of the Related Documents to which the Issuer is a party.

     (e) No Violation.  The execution, delivery and performance by the Issuer
of this Agreement and its Related Documents and the consummation of the
transactions contemplated hereby and thereby and the fulfillment of the terms
hereof and thereof do not and will not conflict with, result in a breach of any
of the terms and provisions of, nor constitute (with or without notice or lapse
of time) a default under, the articles of incorporation, as amended, or by-laws
of the Issuer, or any indenture, agreement, mortgage, deed of trust, or other
instrument to which the Issuer is a party or by which it is bound or any of its
properties are subject; nor result in the creation or imposition of any Lien
upon any of its 


                                    -31-


<PAGE>   33



properties pursuant to the terms of any such indenture, agreement, mortgage,
deed of trust, or other instrument; nor violate any law, order, rule or
regulation applicable to the Issuer or its properties of any court or of any
federal or state regulatory body, administrative agency or other governmental
instrumentality having jurisdiction over the Issuer or its properties.

     (f) No Proceedings.  There are no proceedings or investigations pending or
threatened before any court, regulatory body, administrative agency or other
governmental instrumentality having jurisdiction over the Issuer or its
properties:  (i) asserting the invalidity of this Agreement or any of the
Related Documents; (ii) seeking to prevent the consummation of any of the
transactions contemplated by this Agreement or any of the Related Documents;
(iii) seeking any determination or ruling that might materially and adversely
affect the performance by the Issuer of its obligations under, or the validity
or enforceability of, this Agreement or any of the Related Documents; or (iv)
that may materially and adversely affect the federal, state or local income,
excise, franchise or similar tax attributes of, or seeking to impose any
excise, franchise, transfer or similar tax upon, the transfer and acquisition
of the Receivables and the Other Conveyed Property hereunder or the pledge 
of the Receivables and the Other Conveyed Property to the Trustee under
the Indenture.

     (g) No Consents.  No consent, approval, license, authorization or order of
or declaration or registration or filing with any governmental authority,
bureau or agency is required in connection with the execution, delivery or
performance of this Agreement or its Related Documents or the consummation of
the transactions contemplated hereby or thereby, except such as have been duly
made, effected or obtained.

     Section II.15. Nonpetition Covenant.  Until the date that is one year and
one day following the payment in full of all amounts due in respect of the
Notes, none of the Servicer, the Issuer, the Backup Servicer nor any Seller
shall petition or otherwise invoke the process of any court or government
authority for the purpose of commencing or sustaining a case against the Issuer
under any federal or state bankruptcy, insolvency or similar law or appointing
a receiver, liquidator, assignee, trustee, custodian, sequestrator or other
similar official of the Issuer or any substantial part of its respective
property, or ordering the winding up or liquidation of the affairs of the
Issuer.

     Section II.16. Covenants Regarding UCC-2 and UCC-3 Filing.  Within two
Business Days following the Closing Date, each Seller and the Issuer shall
cause to be recorded and filed, at its own expense, UCC-2 termination
statements and UCC-3 amendment statements in each jurisdiction in which
required by applicable law, meeting the requirements of the laws of each such
jurisdiction 


                                    -32-


<PAGE>   34


and in such manner as is necessary to release all security interests or
similar rights of any Person in the Receivables and the Other Conveyed Property
sold by it, including without limitation, the security interests in the
Financed Vehicles securing such Receivables and any proceeds of such security
interests or the Receivables.  Each Seller or the Issuer shall (i) confirm to
the Trustee within three Business Days following the Closing Date that such
Seller or the Issuer has received oral confirmation of such filing from each
applicable jurisdiction and (ii) deliver a file-stamped copy, or other evidence
satisfactory to the Trustee of such filing, to the Trustee within ten Business
Days following the Closing Date.


                                 ARTICLE III
                 ADMINISTRATION AND SERVICING OF RECEIVABLES

     Section III.1.  Duties of the Servicer.  The Servicer is hereby authorized
to act as agent for the Issuer and in such capacity shall manage, service,
administer and make collections on the Receivables, and perform the other
actions required by the Servicer under this Agreement.  The Servicer agrees
that its servicing of the Receivables shall be carried out in accordance with
customary and usual procedures of institutions which service motor vehicle
retail installment sales contracts and, to the extent more exacting, the degree
of skill and attention that the Servicer exercises from time to time with
respect to all comparable Motor Vehicle receivables that it services for
itself.  In performing such duties, so long as FEFG is the Servicer, it shall
comply with its current servicing policies and procedures, as such servicing
policies and procedures may be amended from time to time, so long as such
amendments will not materially adversely affect the interests of the
Noteholders.  The Servicer's duties shall include, without limitation,
collection and posting of all payments, responding to inquiries of Obligors on
the Receivables, investigating delinquencies, sending payment coupons to
Obligors, reporting any required tax information to Obligors, monitoring the
collateral, accounting for collections and furnishing monthly and annual
statements to the Issuer, the Trustee and the Security Insurer with respect to
distributions, monitoring the status of Insurance Policies with respect to the
Financed Vehicles and performing the other duties specified herein.  The
Servicer shall also administer and enforce all rights and responsibilities of
the holder of the Receivables provided for in the Dealer Agreements (and shall
maintain possession of the Dealer Agreements, to the extent it is necessary to
do so), the Dealer Assignments and the Insurance Policies, to the extent that
such Dealer Agreements, Dealer Assignments and Insurance Policies relate to the
Receivables, the Financed Vehicles or the Obligors.  To the extent consistent
with the standards, policies and procedures otherwise required hereby, the
Servicer shall follow its customary standards, 

                                    -33-


<PAGE>   35


policies, and procedures and shall have full power and authority, acting alone,
to do any and all things in connection with such managing, servicing,
administration and collection that it may deem necessary or desirable.  Without
limiting the generality of the foregoing, the Servicer is hereby authorized and
empowered by the Issuer to execute and deliver, on behalf of the Issuer, any
and all instruments of satisfaction or cancellation, or of partial or full
release or discharge, and all other comparable instruments, with respect to the
Receivables and with respect to the Financed Vehicles.  The Servicer is hereby
authorized to commence, in its  own name or in the name of the Issuer (provided
the Servicer has obtained the Issuer's consent, which consent shall not be
unreasonably withheld), a legal proceeding to enforce a Receivable pursuant to
Section 3.3 or to commence or participate in any other legal proceeding
(including, without limitation, a bankruptcy proceeding) relating to or
involving a Receivable, an Obligor or a Financed Vehicle.  If the Servicer
commences or participates in such a legal proceeding in its own name, the
Issuer shall thereupon be deemed to have automatically assigned such Receivable
to the Servicer solely for purposes of commencing or participating in any such
proceeding as a party or claimant, and the Servicer is authorized and empowered
by the Issuer to execute and deliver in the Servicer's name any notices,
demands, claims, complaints, responses, affidavits or other documents or
instruments in connection with any such proceeding.  The Issuer shall furnish
the Servicer with any powers of attorney and other documents which the Servicer
may reasonably request and which the Servicer deems necessary or appropriate
and take any other steps which the Servicer may deem necessary or appropriate
to enable the Servicer to carry out its servicing and administrative duties
under this Agreement.

     Section III.2.  Collection of Receivable Payments; Modifications of
Receivables.

     (a)  Consistent with the standards, policies and procedures required by
this Agreement, the Servicer shall make reasonable efforts to collect all
payments called for under the terms and provisions of the Receivables as and
when the same shall become due, and shall follow such collection procedures as
it follows with respect to all comparable Motor Vehicle receivables that it
services for itself and otherwise act with respect to the Receivables, the
Dealer Agreements, the Dealer Assignments, the Insurance Policies and the Other
Conveyed Property in such manner as will, in the reasonable judgment of the
Servicer, maximize the amount to be received by the Issuer with respect
thereto.  The Servicer is authorized in its discretion to waive any prepayment
charge, late payment charge or any other similar fees that may be collected in
the ordinary course of servicing any Receivable.


                                    -34-



<PAGE>   36


     (b)  The Servicer may at any time agree to a modification or amendment of
a Receivable in order to (i) change the Obligor's regular due date to a date
within the Monthly Period in which such due date occurs or (ii) re-amortize the
Scheduled Receivables Payments on the Receivable following a partial prepayment
of principal.

     (c)  The Servicer may grant payment deferments on, or other modifications
or amendments to, a Receivable (in addition to those modifications permitted by
Section 3.2(b)) in accordance with its customary procedures if the Servicer
believes in good faith that such deferment, modification or amendment is
necessary to avoid a default on such Receivable, will maximize the amount to be
received by the Issuer with respect to such Receivable, and is otherwise in the
best interests of the Issuer; provided, however, that:

          (i)  In no event may a Receivable be deferred for more than two
     one-month periods during any calendar year;

          (ii)  In no event may a Receivable be deferred more than five times;

         (iii)  In no event may a Receivable be deferred beyond the Monthly
      Period immediately preceding the Final Scheduled Payment Date; and

          (iv)  So long as an Insurer Default shall not have occurred and be
     continuing, the Servicer shall not amend or modify a Receivable (except
     as provided in Section 3.2(b) and this Section 3.2(c)) without the
     consent of the Security Insurer or a Note Majority (if an Insurer Default
     shall have occurred and be continuing).

     (d)  In the case of Obligors whose payments are administered by MSI, the
Servicer shall obtain a written acknowledgment from MSI on or before the
Closing Date that all payments on Receivables administered by MSI shall be
deposited into a Local Collection Account.

     Notwithstanding any third-party processing arrangement, or any of the
provisions of this Agreement relating to any third-party processing
arrangement, the Servicer shall remain obligated and liable to the Issuer,
Trustee, the Security Insurer and Noteholders for servicing and administering
the Receivables and the Other Conveyed Property in accordance with the
provisions of this Agreement without diminution of such obligation or liability
by virtue thereof.

     (e)  The Servicer shall remit all payments by or on behalf of the Obligors
received directly by the Servicer to the Local Collection Accounts for deposit
into the Collection Account, in 



                                    -35-


<PAGE>   37


either case, without deposit into any intervening account and as soon as 
practicable, but in no event later than the Business Day after receipt thereof.

     Section III.3.  Realization Upon Receivables.

     (a   Consistent with the standards, policies and procedures required by
this Agreement, the Servicer shall use its best efforts to repossess (or
otherwise comparably convert the ownership of) and liquidate any Financed
Vehicle securing a Receivable with respect to which the Servicer has determined
that payments thereunder are not likely to be resumed, as soon as is
practicable after default on such Receivable but in no event later than the
date on which all or any portion of a Scheduled Receivables Payment has become
91 days delinquent; provided, however, that the Servicer may elect not to
repossess a Financed Vehicle within such time period if it determines that the
proceeds ultimately recoverable with respect to such Receivable would be
increased by forbearance.  The Servicer is authorized to follow such customary
practices and procedures as it shall deem necessary or advisable, consistent
with the standard of care required by Section 3.1, which practices and
procedures may include reasonable efforts to realize upon any recourse to
Dealers, the sale of the related Financed Vehicle at public or private sale,
the submission of claims under an Insurance Policy and other actions by the
Servicer in order to realize upon such a Receivable.  The foregoing is subject
to the provision that, in any case in which the Financed Vehicle shall have
suffered damage, the Servicer shall not expend funds in connection with any
repair or towards the repossession of such Financed Vehicle unless it shall
determine in its discretion that such repair and/or repossession shall increase
the proceeds of liquidation of the related Receivable by an amount greater than
the amount of such expenses.  All amounts received upon liquidation of a
Financed Vehicle shall be remitted directly by the Servicer to the Local
Collection Accounts without deposit into any intervening account as soon as
practicable, but in no event later than the Business Day after receipt thereof.
The Servicer shall be entitled to recover all reasonable expenses incurred by
it in the course of repossessing and liquidating a Financed Vehicle into cash
proceeds, but only out of the cash proceeds of such Financed Vehicle, any
deficiency obtained from the Obligor or any amounts received from the related
Dealer, which amounts in reimbursement may be retained by the Servicer (and
shall not be required to be deposited as provided in Section 3.2(e)) to the
extent of such expenses.  The Servicer shall pay on behalf of the Issuer any
personal property taxes assessed on repossessed Financed Vehicles.  The
Servicer shall be entitled to reimbursement of any such tax from Liquidation 
Proceeds with respect to such Receivable.

     (b   If the Servicer elects to commence a legal proceeding to enforce a
Dealer Agreement or Dealer Assignment, the act of 


                                    -36-


<PAGE>   38


commencement shall be deemed to be an automatic assignment from the Issuer
to the Servicer of the rights under such Dealer Agreement and Dealer Assignment
for purposes of collection only.  If, however, in any enforcement suit or legal
proceeding it is held that the Servicer may not enforce a Dealer Agreement or
Dealer Assignment on the grounds that it is not a real party in interest or a
Person entitled to enforce the Dealer Agreement or Dealer Assignment, the
Issuer, at the Servicer's expense, shall take such steps as the Servicer deems
necessary to enforce the Dealer Agreement or Dealer Assignment, including
bringing suit in its name or the name of any Seller or of the Issuer and the
Trustee for the benefit of the Issuer Secured Parties.  All amounts recovered
under this Section shall be remitted directly by the Servicer as provided in
Section 3.2(e). Notwithstanding the foregoing, if FEFG is not the Servicer, the
successor Servicer shall be entitled to reimbursement out of recoveries for all
expenses of enforcing any Dealer Agreement or Dealer Assignment.

     Section III.4.  Insurance.

     The Servicer may sue to enforce or collect upon the Insurance Policies, in
its own name, if possible, or as agent of the Issuer.  If the Servicer elects
to commence a legal proceeding to enforce an Insurance Policy, the act of
commencement shall be deemed to be an automatic assignment of the rights of the
Issuer under such Insurance Policy to the Servicer for purposes of collection
only.  If, however, in any enforcement suit or legal proceeding it is held that
the Servicer may not enforce an Insurance Policy on the grounds that it is not
a real party in interest or a holder entitled to enforce the Insurance Policy,
the Issuer, at the Servicer's expense, shall take such steps as the Servicer
deems necessary to enforce such Insurance Policy, including bringing suit in
its name or the name of the Issuer and the Trustee for the benefit of the
Noteholders and the Security Insurer.  Notwithstanding the foregoing, if FEFG
is not the Servicer, the successor Servicer shall be entitled to reimbursement
out of recoveries for all expenses of enforcing any Insurance Policy.

     Section III.5.  Maintenance of Security Interests in Vehicles.

     (a   Consistent with the policies and procedures required by this
Agreement, the Servicer shall take such steps on behalf of the Issuer as are
necessary to maintain perfection of the first priority security interest
created by each Receivable in the related Financed Vehicle, including, but not
limited to, obtaining the execution by the Obligors and the recording,
registering, filing, re-recording, re-filing, and re-registering of all
security agreements, financing statements and continuation statements as are
necessary to maintain the security interest granted by the Obligors under the
respective Receivables.  The Trustee hereby authorizes the Servicer, and the
Servicer agrees, to take any and all steps 


                                    -37-


<PAGE>   39


necessary to re-perfect such security interest on behalf of the Issuer as
necessary because of the relocation of a Financed Vehicle or for any other
reason.  In the event that the assignment of a Receivable to the Issuer is
insufficient, without a notation on the related Financed Vehicle's certificate
of title, or without fulfilling any additional administrative requirements
under the laws of the state in which the Financed Vehicle is located, to
perfect a first priority security interest in the related Financed Vehicle in
favor of the Trustee, the Servicer hereby agrees that the applicable Seller's
designation as the secured party on the certificate of title is in its capacity
as agent of the Trustee.

     (b   Upon the occurrence of an Insurance Agreement Event of Default, the
Security Insurer may (so long as an Insurer Default shall not have occurred and
be continuing) instruct the Trustee and the Servicer to take or cause to be
taken, or, if an Insurer Default shall have occurred, upon the occurrence of a
Servicer Termination Event, the Trustee and the Servicer shall take or cause to
be taken such action as may, in the opinion of counsel to the Controlling
Party, be necessary to perfect or re-perfect the security interests in the
Financed Vehicles securing the Receivables in the name of the Issuer by
amending the title documents of such Financed Vehicles or by such other
reasonable means as may, in the opinion of counsel to the Controlling Party, be
necessary or prudent.  Each Seller hereby agrees to pay all expenses related to
such perfection or re-perfection and to take all action necessary therefor.  In
addition, prior to the occurrence of an Insurance Agreement Event of Default,
the Controlling Party may instruct the Trustee and the Servicer to take or
cause to be taken such action as may, in the opinion of counsel to the
Controlling Party, be reasonably necessary to perfect or re-perfect the
security interest in the Financed Vehicles underlying the Receivables in the 
name of the Issuer, including by amending the title documents of such Financed 
Vehicles or by such other reasonable means as may, in the opinion of counsel 
to the Controlling Party, be necessary or prudent; provided, however, that if 
the Controlling Party requests that the title documents be amended prior to 
the occurrence of an Insurance Agreement Event of Default, the out-of-pocket 
expenses of the Servicer or the Trustee in connection with such action shall 
be reimbursed to the Servicer or the Trustee, as applicable, by the 
Controlling Party.  Each Seller hereby appoints the Trustee as its 
attorney-in-fact to take any and all steps required to be performed by such 
Seller pursuant to this Section 3.5(b), including execution of certificates of 
title or any other documents in the name and stead of such Seller, and the 
Trustee hereby accepts such appointment.

     Section III.6.  Covenants, Representations and Warranties of Servicer.
The Servicer makes the following representations, warranties and covenants on
which the Issuer relies in accepting the Receivables and issuing the Notes, on
which the Trustee relies 


                                    -38-


<PAGE>   40


in authenticating the Notes and on which the Security Insurer relies in 
issuing the Policy.
            
            (a   The Servicer covenants as follows:
               
                 (i   Liens in Force.  The Financed Vehicle securing each
            Receivable shall not be released in whole or in part from the
            security interest granted by the Receivable, except upon payment in
            full of the Receivable or as otherwise contemplated herein;

                 (ii   No Impairment.  The Servicer shall do nothing to impair
            the rights of the Issuer or the Trustee for the benefit of the
            Noteholders and the Security Insurer in the Receivables, the Dealer
            Agreements, the Dealer Assignments, the Insurance Policies or the
            Other Conveyed Property;

                 (iii   No Amendments.  The Servicer shall not defer or
            otherwise amend the terms of any Receivable, except in accordance
            with Section 3.2; and

                 (iv   Restrictions on Liens.  The Servicer shall not (i)       
            create, incur or suffer to exist, or agree to create, incur or 
            suffer to exist, or consent to cause or permit in the future 
            (upon the happening of a contingency or otherwise) the creation, 
            incurrence or existence of any Lien or restriction on 
            transferability of the Receivables except for the Lien in favor of 
            the Trustee for the benefit of the Noteholders and the Security 
            Insurer, the Lien imposed by the Spread Account Agreement in favor 
            of the Collateral Agent for the benefit of the Trustee and 
            Financial Security, and the restrictions on transferability 
            imposed by this Agreement; provided, however, that the Servicer 
            (if FEFG is not the Servicer) shall only be liable for any losses, 
            costs or expenses resulting from any Lien arising from any action 
            or omission of the Servicer, or (ii) sign or file under the UCC of 
            any jurisdiction any financing statement which names any Seller, 
            the Servicer or the Issuer as a debtor, or sign any security 
            agreement authorizing any secured party thereunder to file such 
            financing statement, with respect to the Receivables, except in 
            each case any such instrument solely securing the rights and 
            preserving the Lien of the Trustee for the Noteholders and the 
            Security Insurer.

            (b   FEFG, as Servicer, represents, warrants and covenants as to
      itself and the Receivables as of the Closing Date:


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<PAGE>   41



                 (i   Organization and Good Standing.  The Servicer has been
            duly organized and is validly existing and in good standing under
            the laws of its jurisdiction of organization, with power, authority
            and legal right to own its properties and to conduct its business
            as such properties are currently owned and such business is
            currently conducted, and had at all relevant times, and now has,
            power, authority and legal right to enter into and perform its
            obligations under this Agreement;

                 (ii   Due Qualification.  The Servicer is duly qualified to do
            business as a foreign corporation in good standing and has obtained
            all necessary licenses and approvals, in all jurisdictions in which
            the ownership or lease of property or the conduct of its business
            (including the servicing of the Receivables as required by this
            Agreement) requires or shall require such qualification;

                 (iii   Power and Authority.  The Servicer has the power and
            authority to execute and deliver this Agreement and its Related
            Documents and to carry out its terms and their terms, respectively,
            and the execution, delivery and performance of this Agreement and 
            the Servicer's Related Documents have been duly authorized by the
            Servicer by all necessary corporate action;

                 (iv   Binding Obligation.  This Agreement and the Servicer's
            Related Documents shall constitute legal, valid and binding
            obligations of the Servicer enforceable in accordance with their
            respective terms, except as enforceability may be limited by
            bankruptcy, insolvency, reorganization, or other similar laws
            affecting the enforcement of creditors' rights generally and by
            equitable limitations on the availability of specific remedies,
            regardless of whether such enforceability is considered in a
            proceeding in equity or at law;

                 (v   No Violation.  The consummation of the transactions
            contemplated by this Agreement and the Servicer's Related
            Documents, and the fulfillment of the terms of this Agreement and
            the Servicer's Related Documents, shall not conflict with, result
            in any breach of any of the terms and provisions of, or constitute
            (with or without notice or lapse of time) a default under, the
            articles of incorporation or bylaws of the Servicer, or any
            indenture, agreement, mortgage, deed of trust or other instrument
            to which the Servicer is a party or by which it or its properties
            are bound, or result in the creation or imposition of any Lien upon
            any of its properties pursuant to the terms of any such 


                                    -40-

<PAGE>   42


            indenture, agreement, mortgage, deed of trust or other instrument,  
            other than this Agreement, or violate any law, order, rule or
            regulation applicable to the Servicer of any court or of any
            federal or state regulatory body, administrative agency or other
            governmental instrumentality having jurisdiction over the Servicer
            or any of its properties;

                 (vi   No Proceedings.  There are no proceedings or
            investigations pending or, to the best of the Servicer's knowledge,
            threatened against the Servicer, before any court, regulatory body,
            administrative agency or other tribunal or governmental
            instrumentality having jurisdiction over the Servicer or its
            properties (A) asserting the invalidity of this Agreement or any of
            the Related Documents, (B) seeking to prevent the issuance of the
            Notes or the consummation of any of the transactions contemplated
            by this Agreement or any of the Related Documents, (C) seeking any
            determination or ruling that might materially and adversely affect
            the performance by the Servicer of its obligations under, or the
            validity or enforceability of, this Agreement or any of the Related
            Documents or (D) seeking to adversely affect the federal income tax
            or other federal, state or local tax attributes of the Notes;

                 (vii   No Consents.  The Servicer is not required to obtain
            the consent of any other party or any consent, license, approval or
            authorization, or registration or declaration with, any
            governmental authority, bureau or agency in connection with the
            execution, delivery, performance, validity or enforceability of
            this Agreement which has not already been obtained;

                 (viii   Information to Backup Servicer.  The Servicer
            represents and warrants to the Backup Servicer that the database
            and information furnished to the Backup Servicer hereunder
            concerning the Receivables is accurate and complete in all material
            respects; and

                 (ix   Schedule of Representations.  The representations and
            warranties set forth on the Schedule of Representations attached
            hereto as Schedule B are true and correct.

            (c   The Servicer covenants and agrees:

                 (i   Database File.  The Servicer will provide the Backup
            Servicer with a magnetic tape or disk containing the database file
            for each Receivable (i) as of the Cutoff Date, (ii) thereafter, as
            of the last day of the preceding Monthly Period on each
            Determination Date prior 


                                    -41-


<PAGE>   43


            to a Servicer Termination Event and (iii) on and as of the 
            Business Day before the actual commencement of servicing functions 
            by the Backup Servicer following the occurrence of a Servicer 
            Termination Event.

                 (ii   Backup Servicer Indemnification.  The Servicer (if FEFG
            is the Servicer) shall defend, indemnify and hold the Backup
            Servicer and any officers, directors, employees or agents of the
            Backup Servicer harmless against any and all claims, losses,
            penalties, fines, forfeitures, legal fees and related costs,
            judgments and any other costs, fees, and expenses that the Backup
            Servicer may sustain in connection with claims asserted at any
            time by third parties against the Backup Servicer to the extent 
            the same are not due to gross negligence or wilful misconduct of 
            the Backup Servicer.

     The Backup Servicer will not be responsible for delays attributable to the
Servicer's failure to deliver information, defects in the information supplied
by the Servicer or other circumstances beyond the control of the Backup
Servicer.

     The Backup Servicer will make arrangements with the Servicer for the
prompt and safe transfer of, and the Servicer shall provide to the Backup
Servicer, all necessary servicing files and records, including (as deemed
necessary by the Backup Servicer at such time):  (i) microfiche loan
documentation, (ii) servicing system tapes, (iii) loan payment history, (iv)
collections history, (v) copies of the reconciliation statements for the Local
Collection Accounts of any bank holding a Local Collection Account for the
Monthly Period (or portion thereof) immediately preceding the conversion to the
Backup Servicer and (vi) the trial balances, as of the close of business on the
day immediately preceding conversion to the Backup Servicer, reflecting all
applicable loan information.

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


                                    -42-

<PAGE>   44


or the breach or the inaccuracy of any representation or warranty made with 
respect to any Receivable.

     Section III.7.  Purchase of Receivables Upon Breach of Covenant.  Upon
discovery by any of the Servicer, the Security Insurer, the Issuer or the
Trustee of a breach of any of the covenants set forth in Sections 3.5(a) or
3.6(a), the party discovering such breach shall give prompt written notice to
the others; provided, however, that the failure to give any such notice shall 
not affect any obligation of FEFG, as Servicer, under this Section 3.7.  
Subject to the proviso in the second sentence of Section 8.2, as of the last 
day of the second month (or, at the Servicer's election, the last day of the
first month) following the month of the Servicer's discovery or receipt of
notice of any breach of any covenant set forth in Sections 3.5(a) or 3.6(a)
which materially and adversely affects the interests of the Noteholders, the
Issuer or the Security Insurer in any Receivable (including any Liquidated
Receivable), the Servicer shall, unless such breach shall have been cured in
all material respects, purchase from the Issuer the Receivable affected by such
breach and, on the related Deposit Date, the Servicer shall pay the related
Purchase Amount.  It is understood and agreed that the obligation of the
Servicer to purchase any Receivable (including any Liquidated Receivable) with
respect to which such a breach has occurred and is continuing shall, if such
obligation is fulfilled, constitute the sole remedy against the Servicer for
such breach available to the Security Insurer, the Noteholders, the Issuer or
the Trustee on behalf of Noteholders and the Security Insurer; provided,
however, that the Servicer shall indemnify the Issuer, the Backup Servicer, the
Collateral Agent, the Security Insurer, the Trustee and the Noteholders against
all costs, expenses, losses, damages, claims and liabilities, including
reasonable fees and expenses of counsel, which may be asserted against or
incurred by any of them as a result of third party claims arising out of the
events or facts giving rise to such breach.

     Section III.8.  Servicing Fee; Payment of Certain Expenses by Servicer.
On each Payment Date, the Servicer shall be entitled to receive out of the
Collection Account the Servicing Fee for the related Monthly Period pursuant to
Section 4.6.  The Servicer shall be required to pay all expenses incurred by it
in connection with its activities under this Agreement (including taxes imposed
on the Servicer and expenses incurred in connection with distributions and
reports made by the Servicer to Noteholders or the Security Insurer).  In
addition, FEFG, as Servicer, and any successor to FEFG pursuant to Section
7.2(a), shall be liable for all other taxes, fees and expenses of the Issuer.

     Section III.9.  Servicer's Certificate.  No later than 10:00 a.m. New York
City time on each Determination Date, the Servicer shall deliver to the Issuer,
the Placement Agent, the Trustee, the 



                                    -43-


<PAGE>   45


Backup Servicer, the Security Insurer, the Collateral Agent and each Rating 
Agency a Servicer's Certificate executed by a Responsible Officer of the        
Servicer containing among other things, (i) all information necessary to enable
the Trustee to make any withdrawal and deposit required by Section 5.1, to give
any notice required by Section 5.1(b), to make the distributions required by
Section 4.6, (ii) all information necessary to enable the Trustee to send the
statements to Noteholders and the Security Insurer required by Section 4.8,
(iii) a listing of all Warranty Receivables and Administrative Receivables
purchased as of the related Deposit Date, identifying the Receivables so
purchased and (iv) all information necessary to enable the Trustee to reconcile
all deposits to, and withdrawals from, the Collection Account for the related
Monthly Period and Payment Date. Receivables purchased by the Servicer on the
related Deposit Date and each Receivable which became a Liquidated Receivable
or which was paid in full during the related Monthly Period shall be identified
by account number (as set forth in the applicable Schedule of Receivables). 
The Trustee shall deliver a copy of such certificate to each Noteholder.  In
addition to the information set forth in the preceding sentence, the Servicer's
Certificate delivered to the Security Insurer, the Placement Agent, the
Collateral Agent and the Trustee on the Determination Date shall also contain
the following information:  (a) the Delinquency Ratio, Average Delinquency
Ratio, Repossessed Inventory Receivables Ratio, Average Repossessed Inventory
Receivables Ratio, Net Loss Ratio and Average Net Loss Ratio for such
Determination Date; (b) whether any Trigger Event has occurred as of such
Determination Date; (c) whether any Trigger Event that may have occurred as of
a prior Determination Date is Deemed Cured as of such Determination Date; and
(d) whether to the knowledge of the Servicer an Insurance Agreement Event of
Default has occurred.

     Section III.10. Annual Statement as to Compliance; Notice of Servicer
Termination Event.

     (a   The Servicer shall deliver to the Issuer, the Placement Agent, the
Trustee, the Backup Servicer, the Security Insurer, the Noteholders and each
Rating Agency, on or before April 30 (or 120 days after the end of the
Servicer's fiscal year, if other than December 31) of each year, beginning on
April 30, 1998, an officer's certificate signed by any Responsible Officer of
the Servicer, dated as of the immediately preceding December 31 (or other
applicable date), stating that (i) a review of the activities of the Servicer
during the preceding 12-month period (or such other period as shall have
elapsed from the Closing Date (or the date a successor Servicer began to act 
as Servicer hereunder) to the date of the first such certificate) and of its 
performance under this Agreement has been made under such officer's 
supervision, and (ii) to such officer's knowledge, based on such review, the 
Servicer has fulfilled all its obligations under this Agreement throughout such
 
                                    -44-


<PAGE>   46



period, or, if there has been a default in the fulfillment of any such
obligation, specifying each such default known to such officer and the nature
and status thereof.

     (b   The Servicer shall deliver to the Issuer, the Placement Agent, the
Trustee, the Backup Servicer, the Security Insurer, the Noteholders, the
Collateral Agent, and each Rating Agency, promptly after having obtained
knowledge thereof, but in no event later than two (2) Business Days thereafter,
written notice in an officer's certificate of any event which with the giving
of notice or lapse of time, or both, would become a Servicer Termination Event
under Section 8.1.

     Section III.11. Annual Independent Accountants' Report.

     The Servicer shall cause a firm of nationally recognized independent
certified public accountants (the "Independent Accountants"), who may also
render other services to the Servicer or to any Seller, to deliver to the
Issuer, the Placement Agent, the Trustee, the Backup Servicer, the Noteholders,
the Security Insurer and each Rating Agency, on or before April 30 (or 120 days
after the end of the Servicer's fiscal year, if other than December 31) of each
year, beginning on April 30, 1998, with respect to the twelve months ended the
immediately preceding December 31 (or other applicable date) (or such other
period as shall have elapsed from the Closing Date (or the date a successor
Servicer began to act as Servicer hereunder) to the date of such certificate),
a statement (the "Accountants' Report") addressed to the Board of Directors of
the Servicer, to the Issuer, the Trustee, the Backup Servicer and to the
Security Insurer, to the effect that such firm has audited the books and
records of the Servicer and issued its report thereon, and if FEFG is the
Servicer in connection with the audit report on the financial statements of
FEFG, and that (1) such audit was made in accordance with generally accepted
auditing standards, and accordingly included such tests of the accounting
records and such other auditing procedures as such firm considered necessary in
the circumstances, (2) the firm is independent of the Sellers and the Servicer
within the meaning of the Code of Professional Ethics of the American Institute
of Certified Public Accountants, and (3) certain agreed upon procedures were 
performed relating to three randomly selected Servicer's Certificates 
including the delinquency, default and loss statistics required to be 
specified therein and except as disclosed in the Accountants' Report, no 
exceptions or errors in the Servicer's Certificates were found.

     Section III.12. Access to Certain Documentation and Information Regarding
Receivables.  The Servicer shall provide to representatives of the Issuer, the
Placement Agent, the Trustee, the Backup Servicer, the Noteholders and the
Security Insurer reasonable access to the documentation regarding the
Receivables.  In each case, such access shall be afforded without charge but


                                    -45-



<PAGE>   47




only upon reasonable request and during normal business hours.  Nothing in this
Section shall derogate from the obligation of the Servicer to observe any
applicable law prohibiting disclosure of information regarding the Obligors,
and the failure of the Servicer to provide access as provided in this Section
as a result of such obligation shall not constitute a breach of this Section.

     Section III.13. Monthly Tape.  On or before the third Business Day, but in
no event later than the fifth calendar day, of each month, the Servicer will
deliver to the Trustee and the Backup Servicer a computer tape or a diskette
(or any other electronic transmission acceptable to the Trustee and the Backup
Servicer) in a format acceptable to the Trustee and the Backup Servicer
containing the information with respect to the Receivables as of the preceding
Accounting Date necessary for preparation of the Servicer's Certificate
relating to the immediately succeeding Determination Date and necessary to
determine the application of collections as provided in Section 4.3.  The
Backup Servicer shall use such tape or diskette (or other electronic
transmission acceptable to the Trustee and the Backup Servicer) to verify the
Servicer's Certificate delivered by the Servicer, and the Backup Servicer shall
certify to the Controlling Party that it has verified the Servicer's
Certificate in accordance with this Section 3.13 and shall notify the Servicer
and the Controlling Party of any discrepancies, in each case, on or before the
second Business Day following the Determination Date.  In the event that the
Backup Servicer reports any discrepancies, the Servicer and the Backup Servicer
shall attempt to reconcile such discrepancies prior to the related Payment
Date, but in the absence of a reconciliation, the Servicer's Certificate shall
control for the purpose of calculations and distributions with respect to the
related Payment Date.  In the event that the Backup Servicer and the
Servicer are unable to reconcile discrepancies with respect to a Servicer's
Certificate by the related Payment Date, the Servicer shall cause the
Independent Accountants, at the Servicer's expense, to audit the Servicer's
Certificate and, prior to the third Business Day, but in no event later than
the fifth calendar day, of the following month, reconcile the discrepancies.
The effect, if any, of such reconciliation shall be reflected in the Servicer's
Certificate for such next succeeding Determination Date.  In addition, upon the
occurrence of a Servicer Termination Event the Servicer shall, if so requested
by the Controlling Party, deliver to the Backup Servicer its Collection Records
and its Monthly Records within 15 days after demand therefor and a computer
tape containing as of the close of business on the date of demand all of the
data maintained by the Servicer in computer format in connection with servicing
the Receivables.  Other than the duties specifically set forth in this
Agreement, the Backup Servicer shall have no obligations hereunder, including,
without limitation, to supervise, verify, monitor or administer the performance
of the 


                                    -46-


<PAGE>   48


Servicer.  The Backup Servicer shall have no liability for any actions
taken or omitted by the Servicer.

     Section III.14. Retention and Termination of Servicer.  The Servicer
hereby covenants and agrees to act as such under this Agreement for an initial
term, commencing on the Closing Date and ending on September 30, 1997, which
term shall be extendible by the Controlling Party for successive quarterly
terms ending on each successive December 31, March 31, June 30 and September 30
(or, pursuant to revocable written standing instructions from time to time to
the Servicer, the Trustee and the Issuer, for any specified number of terms
greater than one), until the Notes are paid in full.  Each such notice
(including each notice pursuant to standing instructions, which shall be deemed
delivered at the end of successive quarterly terms for so long as such
instructions are in effect) (a "Servicer Extension Notice") shall be delivered
by the Controlling Party to the Issuer, the Trustee and the Servicer.  The
Servicer hereby agrees that, as of the date hereof and upon its receipt of any
such Servicer Extension Notice, the Servicer shall become bound, for the
initial term beginning on the Closing Date and for the duration of the term
covered by such Servicer Extension Notice, to continue as the Servicer subject
to and in accordance with the other provisions of this Agreement.  Until such
time as an Insurer Default shall have occurred and be continuing the Trustee
agrees that if as of the fifteenth day prior to the last day of any term of the
Servicer the Trustee shall not have received any Servicer Extension Notice from
the Controlling Party, the Trustee will, within five days thereafter, give 
written notice of such non-receipt to the Issuer, the Controlling Party and 
the Servicer.

     Section III.15. Duties of the Servicer under the Indenture.  The Servicer
(or, with respect to clause (b), FEFG if it is not the Servicer hereunder)
shall, and hereby agrees that it will, perform on behalf of the Issuer the
following duties of the Issuer under the Indenture (references are to the
applicable Sections in the Indenture):

           (a   the direction to the Paying Agents, if any, to deposit moneys
     with the Trustee (Section 3.3);

           (b   the obtaining and preservation of the Issuer's qualification to
     do business in each jurisdiction in which such qualification is or shall
     be necessary to protect the validity and enforceability of the Indenture,
     the Notes, the Indenture Collateral and each other instrument and
     agreement included in the Trust Estate (Section 3.4);
           (c   the preparation of all supplements, amendments, financing
     statements, continuation statements, instruments of further assurance and
     other instruments, in accordance with Section 3.5 of the Indenture,
     necessary to protect the Trust Estate (Section 3.5);


                                    -47-


<PAGE>   49



           (d   the delivery of the Opinion of Counsel on the Closing Date and
      the annual delivery of Opinions of Counsel, in accordance with Section
      3.6 of the Indenture, as to the Trust Estate, and the annual delivery of
      the Officers' Certificate and certain other statements, in accordance
      with Section 3.9 of the Indenture, as to compliance with the Indenture
      (Sections 3.6 and 3.9);

           (e   the preparation and obtaining of documents and instruments
      required for the release of the Issuer from its obligations under the
      Indenture (Section 3.10(b));

           (f   the monitoring of the Issuer's obligations as to the
      satisfaction and discharge of the Indenture and the preparation of an
      Officers' Certificate and the obtaining of the Opinion of Counsel and the
      Independent Certificate relating thereto (Section 4.1);

           (g   the preparation of any written instruments required to confirm
      more fully the authority of any co-trustee or separate trustee and any
      written instruments necessary in connection with the resignation or 
      removal of any co-trustee or separate trustee (Sections 6.8 and 6.10);

           (h   the preparation of Issuer Orders, Officers' Certificates and
      Opinions of Counsel and all other actions necessary with respect to
      investment and reinvestment of funds in the Trust Accounts (Sections 8.2
      and 8.3);

           (i   the preparation of Issuer Orders and the obtaining of Opinions
      of Counsel with respect to the execution of supplemental indentures
      (Sections 9.1, 9.2 and 9.3);

           (j   the preparation of all Officers' Certificates, Opinions of
      Counsel and Independent Certificates with respect to any requests by the
      Issuer to the Trustee to take any action under the Indenture (Section
      11.1(a));

           (k   the preparation and delivery of Officers' Certificates and the
      obtaining of Independent Certificates, if necessary, for the release of
      property from the lien of the Indenture (Section 11.1(b)); and

           (l   the recording of the Indenture, if applicable (Section 11.14).
     
      Section III.16. Fidelity Bond and Errors and Omissions Policy.  The
Servicer has obtained, and shall continue to maintain in full force and effect,
a Fidelity Bond and Errors and Omissions Policy of a type and in such amount as
is customary for servicers engaged in the business of servicing automobile
receivables.


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<PAGE>   50



                                 ARTICLE IV
                  DISTRIBUTIONS; STATEMENTS TO NOTEHOLDERS

     Section IV.1.  Trust Accounts.

     (a   The Trustee shall establish the Collection Account in the name of the
Trustee for the benefit of the Issuer Secured Parties (as defined in the
Indenture).  The Collection Account shall be a segregated trust account
established by the Trustee with a depository institution acceptable to the
Controlling Party, and initially maintained with the Trustee.

     (b   The Trustee shall establish the Note Payment Account in the name of
the Trustee for the benefit of the Issuer Secured Parties.  The Note Payment
Account shall be a segregated trust account established by the Trustee with a
depository institution acceptable to the Controlling Party, and initially
maintained with the Trustee.

     (c   All amounts held in the Collection Account and the Note Payment
Account (collectively, the "Trust Accounts") shall, to the extent permitted by
applicable laws, rules and regulations, be invested by the Trustee, as directed
by the Servicer (or, if the Servicer fails to so direct, as directed by the
Controlling Party), in Eligible Investments that, in the case of amounts held
in the Collection Account and the Note Payment Account mature not later than
one Business Day prior to the Payment Date for the Monthly Period to which such
amounts relate.  Any such written direction shall certify that any such
investment is authorized by this Section 4.1.  Investments in Eligible
Investments shall be made in the name of the Trustee on behalf of the Issuer,
and such investments shall not be sold or disposed of prior to their maturity.
Any investment of funds in the Trust Accounts shall be made in Eligible
Investments held by a financial institution with respect to which (a) such
institution has noted the Trustee's interest therein by book entry or otherwise
and (b) a confirmation of the Trustee's interest has been sent to the Trustee
by such institution, provided that such Eligible Investments are (i) specific
certificated securities (as such term is used in the Illinois UCC) and (ii)
either (A) in the possession of such institution or (B) in the possession of a
clearing corporation (as such term is used in Illinois UCC), registered in the
name of such clearing corporation, not endorsed for collection or surrender or
any other purpose not involving transfer, not containing any evidence of a
right or interest inconsistent with the Trustee's security interest therein,
and held by such clearing corporation in an account of such institution.
Subject to the other provisions hereof, the Trustee shall have sole control
over each such investment and the income thereon, and any certificate or other


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<PAGE>   51



instrument evidencing any such investment, if any, shall be delivered directly
to the Trustee or its agent, together with each document of transfer, if any,
necessary to transfer title to such investment to the Trustee in a manner which
complies with this Section 4.1.  All interest, dividends, gains upon sale and
other income from, or earnings on, investments of funds in the Trust Accounts
shall be deposited in the Collection Account and distributed on the next
Payment Date pursuant to Section 4.6 hereof.  The Servicer shall deposit in the
applicable Trust Account an amount equal to any net loss on such investments
immediately as realized.

     (d   On the Closing Date, the Servicer shall deliver to the Trustee for
deposit in the Collection Account (i) all Scheduled Receivables Payments and
prepayments of Receivables received by the Servicer after the Cutoff Date and
on or prior to the Business Day immediately preceding the Closing Date and (ii)
all Liquidation Proceeds and proceeds of Insurance Policies realized in respect
of a Financed Vehicle and applied by the Servicer after the Cutoff Date.

     Section IV.2.  Collections.

     (a   The Servicer has established the Local Collection Accounts with the
banks listed on Exhibit C with any changes from time to time to be promptly
reported to the Trustee.  On the Closing Date, the Trustee shall provide notice
of the location of the Trust Accounts and the Local Collection Accounts (as
well as prompt notice thereafter of any changes) to the Security Insurer.  The
Servicer shall remit directly to the Local Collection Accounts without deposit
into any intervening account all payments by or on behalf of the Obligors on
the Receivables and all Liquidation Proceeds received by the Servicer, in each
case, as soon as practicable, but in no event later than the Business Day after
receipt thereof.  Within three Business Days of deposit of payments into a
Local Collection Account, the Servicer shall cause all amounts credited to such
Local Collection Account on account of such payments to be transferred to the
Collection Account.  Amounts in the Local Collection Accounts shall not be
invested.

     (b   Notwithstanding the provisions of subsection (a) hereof, the Servicer
will be entitled to be reimbursed from amounts on deposit in the Collection
Account with respect to a Monthly Period (i) for amounts previously deposited
in the Collection Account but later determined by the Servicer to have resulted
from mistaken deposits or postings or checks returned for insufficient funds
and (ii) if FEFG is not the Servicer, for amounts payable pursuant to the
proviso in Section 3.15(b) and to the proviso in the second sentence of Section
8.2.  The amount to be reimbursed hereunder shall be paid to the Servicer on
the related Payment Date pursuant to Section 4.6(i) upon certification by the
Servicer of such 


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<PAGE>   52



amounts and the provision of such information to the Trustee and the Security
Insurer as may be necessary in the opinion of the Trustee and the       
Security Insurer to verify the accuracy of such certification.  In the event
that the Security Insurer has not received evidence satisfactory to it of the
Servicer's entitlement to reimbursement pursuant to this Section 4.2(b), the
Security Insurer shall (unless an Insurer Default shall have occurred and be
continuing) give the Trustee notice to such effect, following receipt of which
the Trustee shall not make a distribution to the Servicer in respect of such
amount pursuant to Section 4.6, or if the Servicer prior thereto has been
reimbursed pursuant to Section 4.6 or Section 4.8, the Trustee shall withhold
such amounts from amounts otherwise distributable to the Servicer on the next
succeeding Payment Date.

      Section IV.3.  Application of Collections.  For the purposes of this
Agreement, all collections for a Monthly Period shall be applied by the
Servicer as follows:

           (a   With respect to each Receivable, payments by or on behalf of
      the Obligor thereof shall be applied first to any applicable late payment
      fee, second to interest accrued through the date immediately preceding
      the date of payment and third to unpaid principal.  With respect to each
      Liquidated Receivable, Liquidation Proceeds shall be applied to interest
      and principal with respect to such Liquidated Receivable in accordance
      with the Actuarial Method.

           (b   With respect to each Receivable that has become a Purchased
      Receivable on any Deposit Date, the Purchase Amount shall be applied to
      interest and principal on the Receivable in accordance with subsection
      (a) above as if the Purchase Amount had been paid by the Obligor on the
      Accounting Date.  Nothing contained herein shall relieve any Obligor of
      any obligation relating to any Receivable.

           (c   Notwithstanding the foregoing, all payments by or on behalf of
      an Obligor received with respect to any Purchased Receivable after the
      Accounting Date immediately preceding the Deposit Date on which the
      Purchase Amount was paid by the Servicer and all collections on
      Receivables, including any late fees, administrative fees or similar
      charges allowed by applicable law with respect to the Receivables, shall
      be deposited into the Collection Account and distributed in accordance
      with Section 4.6.

      Section IV.4.  Net Deposits.  Provided that no Servicer Termination Event
shall have occurred and be continuing with respect to such Servicer, the
Servicer may make the remittances to be made by it pursuant to Sections 4.2 and
4.5 net of amounts (which amounts may be netted prior to any such remittance
for a 


                                    -51-



<PAGE>   53


Monthly Period) to be distributed to it pursuant to the first sentence of
Section 3.8 and Sections 4.2(b) and 4.6(i); provided, however, that the
Servicer shall account for all of such amounts in the related Servicer's
Certificate as if such amounts were deposited and distributed separately; and
provided, further, that if an error is made by the Servicer in calculating the
amount to be deposited or retained by it, with the result that an amount less
than required is deposited in the Collection Account, the Servicer shall make a
payment of the deficiency to the Collection Account, immediately upon becoming
aware, or receiving notice from the Trustee, of such error.

      Section IV.5.  Additional Deposits.  On or before each Deposit Date, the
Servicer shall deposit in the Collection Account the aggregate Purchase Amounts
with respect to Administrative Receivables and Warranty Receivables,
respectively.  All such deposits of Purchase Amounts shall be made in
immediately available funds.  On or before each Draw Date, the Trustee shall
deposit in the Collection Account any amounts delivered to the Trustee by the
Collateral Agent pursuant to Section 5.1.

      Section IV.6.  Distributions.  On each Payment Date, the Trustee shall
(based on the information contained in the Servicer's Certificate delivered on
the related Determination Date) distribute the following amounts and in the
following order of priority:

           (i   first, from the Payment Amount, to the Servicer, the Servicing
      Fee for the related Monthly Period and any amounts specified in Section
      4.2(b);

           (ii   second, from the Payment Amount, to the Trustee, any accrued
      and unpaid fees and expenses of the Trustee in accordance with the
      Indenture; to any Custodian, Backup Servicer or Collateral Agent
      (including the Servicer, Issuer or Trustee if acting in any such
      additional capacity), any accrued and unpaid fees and expenses;

           (iii   third, from the Amount Available, to the Note Payment
      Account, an amount equal to the Noteholders' Interest Payment Amount for
      such Payment Date;

           (iv   fourth, from the Amount Available, to the Note Payment
      Account, an amount equal to the Noteholders' Principal Payment Amount for
      such Payment Date;

           (v   fifth, from the Payment Amount, to the Security Insurer, to the
      extent of any amounts owing to the Security Insurer under the Insurance
      Agreement and not paid, whether or not any Seller is also obligated to
      pay such amounts;


                                    -52-

<PAGE>   54


           (vi   sixth, any remaining Available Funds to the Collateral Agent
      for deposit in the Spread Account to be applied in accordance with the
      terms of the Spread Account Agreement;

           (vii   seventh, an amount equal to the Noteholders' Excess Principal
      Payment Amount, if any, for such Payment Date; and

           (viii   eighth, from the Spread Account, from amounts released under
      priority SEVENTH of Section 3.03(b) of the Spread Account Agreement,
      first, to the Note Payment Account, an amount equal to the excess of (a)
      the Note Balance (after giving effect to the amount paid under 4.6(iv))
      over (b) the Noteholders' Percentage of the Aggregate Principal Balance
      as of the immediately preceding Accounting Date (after giving effect to
      all payments of principal on the Receivables during the related Monthly
      Period), and, second, any excess to the Issuer.

      Section IV.7.  Trustee as Agent.  The Trustee, in making distributions as
provided in this Agreement, shall act solely on behalf of and as agent for the
Noteholders.

      Section IV.8.  Statements to Noteholders.  On each Payment Date, the
Trustee shall include with each distribution to each Noteholder, a statement
prepared by the Servicer (which statement shall also be provided to the
Security Insurer and to each Rating Agency) and based on information in the
Servicer's Certificate delivered on the related Determination Date pursuant to
Section 3.9, setting forth for the Monthly Period relating to such Payment Date
the following information:

           (i   the amount of such distribution allocable to interest;

           (ii   the amount of such distribution allocable to principal;

           (iii   the amount of such distribution payable out of amounts
      withdrawn from the Spread Account or pursuant to a claim on the Policy 
      and the amount remaining in the Spread Account;

           (iv   the Note Balance (after giving effect to distributions made on
      such Payment Date);
      
           (v   the Noteholders' Interest Carryover Shortfall, the Noteholders'
      Principal Carryover Shortfall and the change in such amount from the
      preceding statement;


                                    -53-



<PAGE>   55


           (vi   the amount of fees and expenses paid under Section 4.6(i) and
      (ii) by the Trustee with respect to such Monthly Period;

           (vii   the Note Pool Factor (after giving effect to distributions
      made on such Payment Date);

           (viii   the Delinquency Ratio, Repossessed Inventory Receivables
      Ratio and Net Loss Ratio for such Determination Date;

           (ix   whether any Trigger Event has occurred as of such
      Determination Date;

           (x   whether any Trigger Event that may have occurred as of a prior
      Determination Date is Deemed Cured as of such Determination Date;

           (xi   whether a waiver of any Trigger Event has occurred;

           (xii   the cumulative losses on the Receivables (net of recoveries)
      since the Cutoff Date; and

           (xiii   whether to the knowledge of the Servicer an Insurance
      Agreement Event of Default has occurred.

Each amount set forth pursuant to subclauses (i) through (iv) above may be
expressed as a dollar amount per $1,000 of original principal balance of a
Note.

      Section IV.9.  [Reserved].

      Section IV.10. Optional Deposits by the Security Insurer.  The Security
Insurer shall at any time, and from time to time, have the option (but shall
not be required) to deliver amounts to the Trustee for any of the following
purposes as specified to the Trustee:  (1) to provide funds in respect of the 
payment of fees or expenses of any Person referenced in Section 4.6(ii), (2) 
as a component of Available Funds for distribution on a Payment Date in 
reduction of the Note Balance to the extent that but for such distribution the 
Note Balance would exceed the Aggregate Principal Balance as of the related 
Determination Date, and (3) as a component of Available Funds for distribution 
on a Payment Date in respect of the Noteholders' Interest Payment Amount or 
Noteholders' Principal Payment Amount for such Payment Date, to the extent 
that without such distribution a draw would be made on the Policy on such 
Payment Date.

                                  ARTICLE V
                             THE SPREAD ACCOUNT

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<PAGE>   56



     Section V.1.  Withdrawals from Spread Account in respect of Deficiency
Claim Amount.

     (a) In the event that the Servicer's Certificate with respect to any
Determination Date shall state that the sum of the amount of the Available
Funds deposited in the Collection Account with respect to such Determination
Date is less than the sum of the amounts payable on the related Payment Date
pursuant to clauses (i) through (v) of Section 4.6 for the related Payment Date
(such deficiency being a "Deficiency Claim Amount") then on the Deficiency
Claim Date immediately preceding such Payment Date, the Trustee shall deliver
to the Collateral Agent, the Security Insurer, the Issuer and the Servicer, by
hand delivery, telex or facsimile transmission, a written notice (a "Deficiency
Notice") specifying the Deficiency Claim Amount for such Payment Date.

     (b) Any Deficiency Notice shall be delivered by 1:00 p.m., New York City
time, on the Deficiency Claim Date immediately preceding such Payment Date (so
long as the Trustee received the Servicer's Certificate no later than 10:00
a.m., New York City time, at least one Business Day prior to the Deficiency
Claim Date).  The Deficiency Claim Amount (to the extent of the funds available
to be distributed pursuant to the Spread Account Agreement) distributed by the
Collateral Agent to the Trustee pursuant to a Deficiency Notice shall be
deposited by the Trustee into the Collection Account pursuant to Section 4.5.

     Section V.2.  Withdrawals from Spread Account in respect of Noteholders' 
Excess Principal Payment Amount or following the occurrence of an Insurer 
Default.  So long as an Insurer Default shall not have occurred and be 
continuing, in the event that the Servicer's Certificate with respect to any 
Determination Date shall state that the next succeeding Payment Date is a
Trigger Date, or in the event that the Trustee has received notice from the
Security Insurer of the occurrence of an Insurance Agreement Event of Default,
no later than 1:00 p.m. New York City time on the Deficiency Claim Date
immediately preceding such Payment Date or following receipt of such notice (so
long as the Trustee received such notice no later than 10:00 a.m., New York
City time, at least one Business Day prior to the Deficiency Claim Date), as
the case may be, the Trustee shall deliver to the Collateral Agent, the
Placement Agent, the Security Insurer, the Issuer and the Servicer, by hand
delivery, telex or facsimile transmission, a written notice (a "Trigger
Notice").  Such Trigger Notice shall state that such Payment Date is a Trigger
Date, and for the purpose of the Collateral Agent's calculation of the
Noteholders' Excess Principal Payment Amount, shall state the Aggregate
Principal Balance as of the related Determination Date and the Note Balance
(after giving effect to distribution of the Noteholders' Principal Payment
Amount with respect to such Payment Date).  Upon receipt of the 


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<PAGE>   57


Noteholders' Excess Principal Payment Amount, the Trustee shall deposit such 
amount directly into the Note Payment Account.


                                 ARTICLE VI
                            SERVICER AS CUSTODIAN

     Section VI.1.  Duties of Servicer as Custodian.

     (a) Safekeeping.  The Servicer, in its capacity as Custodian, shall hold
(or have agents hold on behalf of the Servicer) the Applications on behalf of
the Trustee.  In performing its duties as Custodian hereunder, the Custodian
shall act with reasonable care, exercising the degree of skill and care that
the Custodian exercises with respect to similar applications and that is
consistent with industry standards.  The Custodian shall implement such
policies and procedures in writing with respect to the handling and custody of
the Applications, so that the integrity and physical possession of the
Applications shall be maintained, and, in general, shall attend to all details
in connection with maintaining custody of the Applications as agent of the
Trustee.  The Custodian shall maintain the Applications in such a manner as
shall enable the Trustee to verify, if the Trustee so elects, the accuracy of 
the recordkeeping of the Custodian.  The Custodian shall promptly report to 
the Trustee any failure on its part to hold the Applications and shall 
promptly take appropriate action to remedy any such failure.

     (b) Maintenance of and Access to Records.  The Servicer (if it is the
Custodian) shall maintain each Application at 500 Davis Street, Evanston,
Illinois (or, in the case of any successor Servicer, at its principal place of
business), or at such other office of the Servicer as shall be specified to the
Trustee by 30 days' prior written notice.  The Custodian shall make available
to the Trustee (or, when requested in writing by the Trustee, to its attorneys
or auditors) the Applications at such times during the normal operating hours
as the Trustee shall reasonably instruct.

     (c) Release of Documents.  Upon written instructions from the Trustee, the
Custodian shall release or cause to be released any Application to the Trustee,
the Trustee's agent, or the Trustee's designee, as the case may be, at such
place or places as the Trustee may designate, as soon thereafter as is
practicable.  Any Application so released shall be handled by the Trustee with
due care and returned to the Custodian for safekeeping as soon as the Trustee
or its agent or designee, as the case may be, shall have no further need
therefor.  The Custodian shall not be responsible for any loss occasioned by
the failure of the Trustee, its agent or its designee to return any documents
or any delay in doing so.


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<PAGE>   58



     (d) Title to Applications.  The Custodian agrees that, in respect of any
Application held as custodian hereunder, the Custodian will not at any time
have or in any way attempt to assert any interest in such Application, other
than solely for the purpose of collecting or enforcing the related Receivable
for the benefit of the Trustee and that the entire equitable interest in such
Receivable and the related Application shall at all times be vested in the
Trust.

     Section VI.2.  Instructions; Authority to Act.  The Custodian shall be
deemed to have received proper instructions with respect to the Applications
upon its receipt of written instructions signed by the Trustee.  A certified
copy of excerpts of certain resolutions of the Board of Directors of the
Trustee shall constitute conclusive evidence of the authority of any signatory
to act and shall be considered in full force and effect until receipt by the
Custodian of written notice to the contrary given by the Trustee.

     Section VI.3.  Custodian's Indemnification.  The Custodian shall indemnify
and hold harmless the Trustee, its officers, directors, employees and agents,
the Security Insurer and the Noteholders from and against any and all
liabilities, obligations, losses, compensatory damages, payments, costs or
expenses (including legal fees if any) of any kind whatsoever that may be
imposed on, incurred, or asserted against the Trustee, the Security Insurer or
the Noteholders as the result of any act or omission by the Custodian relating
to the maintenance and custody of the Applications; provided, however, that the
Custodian shall not be liable hereunder to the extent, but only to the extent,
that such liabilities, obligations, losses, compensatory damages, payments,
costs or expenses result from the willful misfeasance, bad faith or gross
negligence of the Trustee or the Security Insurer.

     Section VI.4.  Effective Period and Termination.  The Servicer's
appointment as Custodian shall become effective as of the Cutoff Date and shall
continue in full force and effect until terminated pursuant to this Section 6.4
or until this Agreement shall be terminated.  The Custodian may perform its
duties through one or more agents, which agents may maintain physical
possession of Applications as agent for the Custodian acting as custodian but
no such arrangement shall relieve the Custodian of its obligations as custodian
hereunder.  If FEFG shall resign as Servicer or if all of the rights and
obligations of the Servicer shall have been terminated under Section 8.2, the
appointment of the Custodian hereunder may be terminated by the Trustee, the
Security Insurer (or, if an Insurer Default shall have occurred and be
continuing either the Issuer or a Note Majority), in the same manner as the
rights and obligations of the Servicer may be terminated under Section 8.2.
The Trustee or the Security Insurer may terminate the Custodian hereunder at
any time with cause, or with 30 days' prior 


                                    -57-


<PAGE>   59



notice without cause, upon written notification to the Custodian.  As soon as 
practicable after any termination of such appointment the Custodian shall 
deliver, or cause to be delivered, the Applications to the Trustee, the 
Trustee's agent or the Trustee's designee at such place or places as the 
Trustee may reasonably designate.


                                 ARTICLE VII
                                  SERVICER

     Section VII.1.  Liability of Servicer; Indemnities.

     (a)  The Servicer (in its capacity as such and, in the case of FEFG,
without limitation of its obligations hereunder in its individual capacity)
shall be liable hereunder only to the extent of the obligations in this
Agreement specifically undertaken by the Servicer and the representations made
by the Servicer.

     (b)  Subject to the proviso in the second sentence of Section 8.2, the
Servicer shall defend, indemnify and hold harmless the Issuer, the Trustee, the
Backup Servicer, the Security Insurer, their respective officers, directors,
agents and employees, and the Noteholders from and against any and all costs,
expenses, losses, damages, claims and liabilities, including reasonable fees
and expenses of counsel and expenses of litigation arising out of or resulting
from the use, ownership or operation by the Servicer or any Affiliate thereof
of any Financed Vehicle.

     (c)  The Servicer (if FEFG is the Servicer) shall indemnify, defend and
hold harmless the Issuer, the Trustee, the Backup Servicer, the Security
Insurer, their respective officers, directors, agents and employees and the
Noteholders from and against any taxes that may at any time be asserted against
any of such parties with respect to the transactions contemplated in this
Agreement, including, without limitation, any sales, gross receipts, tangible
or intangible personal property, privilege or license taxes (but not including
any federal or other income taxes, including franchise taxes asserted with
respect to, and as of the date of, the sale of the Receivables and the Other
Conveyed Property to the Issuer or the issuance and original sale of the Notes)
and costs and expenses in defending against the same.

     (d)  The Servicer shall indemnify, defend and hold harmless the Issuer,
the Trustee, the Backup Servicer, the Security Insurer, their respective
officers, directors, agents and employees and the Noteholders from and against
any and all costs, expenses, losses, claims, damages, and liabilities to the
extent that such cost, expense, loss, claim, damage, or liability arose out of,
or was imposed upon the Issuer, the Trustee, the Backup Servicer, the Security
Insurer or the Noteholders by reason of the breach of this 



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<PAGE>   60


Agreement by the Servicer, the negligence, misfeasance, or bad faith of the 
Servicer in the performance of its duties under this Agreement or by reason of 
reckless disregard of its obligations and duties under this Agreement.

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

     (f)  Notwithstanding the indemnity provisions contained in Sections
7.1(b)-(e) above, the Servicer shall not be required to indemnify the Issuer,
the Trustee, the Backup Servicer, the Security Insurer or their respective
officers, directors, agents or employees against any tax, costs, expenses,
losses, damages, claims or liabilities to the extent the same shall be due to
(i) the misfeasance, bad faith or gross negligence of such party, or (ii)
recourse for uncollectible or uncollected Receivables.

     Section VII.2.  Merger or Consolidation of, or Assumption of the
Obligations of the Servicer or Backup Servicer.

     (a)  The Servicer (if FEFG is the Servicer) shall not merge or
consolidate with any other person, convey, transfer or lease substantially all
its assets as an entirety to another Person, or permit any other Person to
become the successor to the Servicer's business unless, after the merger,
consolidation, conveyance, transfer, lease or succession, the successor or
surviving entity shall be capable of fulfilling the duties of the Servicer
contained in this Agreement, and, if an Insurer Default shall have occurred and
be continuing, shall be an Eligible Servicer.  If FEFG is the Servicer, any
corporation (i) into which the Servicer may be merged or consolidated, (ii)
resulting from any merger or consolidation to which the Servicer shall be a
party, (iii) which acquires by conveyance, transfer, or lease substantially all
of the assets of the Servicer, or (iv) succeeding to the business of the
Servicer, in any of the foregoing cases shall execute an agreement of
assumption to perform every obligation of the Servicer under this Agreement
and, whether or not such assumption agreement is executed, shall be the
successor to the Servicer under this Agreement without the execution or filing
of any paper or any further act on the part of any of the parties to this
Agreement, anything in this Agreement to the contrary notwithstanding;
provided, however, that nothing contained herein shall be deemed to release the
Servicer from any obligation.  The Servicer shall provide notice of any merger,
consolidation or succession pursuant to this Section 7.2(a) to the Issuer, the
Trustee, the Noteholders, the Security Insurer and each Rating Agency.
Notwithstanding the 


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<PAGE>   61




foregoing, the Servicer (if FEFG is the Servicer) shall not merge or
consolidate with any other Person or permit any other Person to become a
successor to the Servicer's business, unless (x) immediately after giving
effect to such transaction, no representation or warranty made pursuant to
Section 3.6 shall have been breached (for purposes hereof, such representations
and warranties shall speak as of the date of the consummation of such
transaction) and no event that, after notice or lapse of time, or both, would
become an Insurance Agreement Event of Default shall have occurred and be
continuing, (y) the Servicer shall have delivered to the Issuer, the Trustee
and the Security Insurer an Officer's Certificate and an Opinion of Counsel
each stating that such consolidation, merger or succession and such agreement
of assumption comply with this Section 7.2(a) and that all conditions
precedent, if any, provided for in this Agreement relating to such transaction
have been complied with, and (z) the Servicer shall have delivered to the
Issuer, the Trustee and the Security Insurer an Opinion of Counsel, stating in
the opinion of such counsel, either (A) all financing statements and
continuation statements and amendments thereto have been executed and filed
that are necessary to preserve and protect the interest of the Issuer in the
Receivables and the Other Conveyed Property and reciting the details of the
filings or (B) no such action shall be necessary to preserve and protect such
interest.

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

     Section VII.3.  Limitation on Liability of Servicer, Backup Servicer and
Others.

     (a)  None of the Servicer, the Backup Servicer or any of the directors or
officers or employees or agents of the Servicer or the Backup Servicer shall be
under any liability to the Issuer or the Noteholders, except as provided in
this Agreement, for any action taken or for refraining from the taking of any
action pursuant to this Agreement; provided, however, that this provision shall
not protect the Servicer, the Backup Servicer or any such person 


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against any liability that would otherwise be imposed by reason of a breach
of this Agreement or willful misfeasance, bad faith or negligence (or, with
respect to the Servicer (if FEFG is not the Servicer) and the Backup Servicer,
gross negligence) in the performance of duties; provided further that this
provision shall not affect any liability to indemnify the Issuer and the
Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid
by the Issuer or the Trustee, each in its individual capacity.  The Servicer,
the Backup Servicer and any director, officer, employee or agent of the
Servicer or the Backup Servicer may rely in good faith on the written advice of
counsel or on any document of any kind prima facie properly executed and
submitted by any Person respecting any matters arising under this Agreement.

     (b)  The Backup Servicer shall not be liable for any obligation of the
Servicer contained in this Agreement, and the Issuer, the Trustee, the Security
Insurer and the Noteholders shall look only to the Servicer to perform such
obligations.

     (c)  The parties expressly acknowledge and consent to LaSalle National
Bank acting in the possible dual capacity of Backup Servicer or successor
Servicer and in the capacity as Trustee.  LaSalle National Bank may, in such
dual capacity, discharge its separate functions fully, without hindrance or
regard to conflict of interest principles, duty of loyalty principles or other
breach of fiduciary duties to the extent that any such conflict or breach
arises from the performance by LaSalle National Bank of express duties set
forth in the this Agreement in any of such capacities, all of which defenses,
claims or assertions are hereby expressly waived by the other parties hereto
except in the case of gross negligence and willful misconduct by LaSalle
National Bank.

     Section VII.4.  Delegation of Duties.  The Servicer may delegate all or
any portion of its servicing duties under this Agreement to the Initial
Subservicer or, after providing written notification to the Rating Agencies and
obtaining the prior written consent of the Security Insurer (unless an Insurer
Default shall have occurred and be continuing), the Trustee, the Issuer and the
Backup Servicer, to another Affiliate of FEFG.  The Servicer also may at any
time perform the specific duty of repossession of Financed Vehicles through
sub-contractors who are in the business of servicing automotive receivables and
the specific duty of tracking Financed Vehicles' insurance through
subcontractors, in each case, without the consent of the Security Insurer and
may perform other specific duties through such sub-contractors in accordance
with Servicer's customary servicing policies and procedures, with the prior
consent of the Security Insurer; provided, however, that no such delegation or
sub-contracting duties by the Servicer shall relieve the Servicer of its
responsibility with respect to such duties.  So long as no Insurer Default
shall have occurred and be continuing, the Servicer shall 


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<PAGE>   63



not appoint any subservicer hereunder (other than the Initial Subservicer)
without the prior written consent of the Security Insurer, the Trustee, the
Issuer and the Backup Servicer.  If the Backup Servicer becomes the Servicer
hereunder, such Servicer may delegate its duties to one or more subservicers;
provided, however, that (i) such delegation shall not relieve the Servicer of
its responsibility with respect to such duties, and (ii) so long as an Insurer
Default shall not have occurred and be continuing, the appointment of any
subservicer shall require the written consent of the Security Insurer, which
consent shall not unreasonably be withheld.

     Section VII.5.  Servicer and Backup Servicer Not to Resign.  Subject to
the provisions of Section 7.2, neither the Servicer nor the Backup Servicer
shall resign from the obligations and duties imposed on it by this Agreement as
Servicer or Backup Servicer except upon a determination that by reason of a
change in legal requirements the performance of its duties under this Agreement
would cause it to be in violation of such legal requirements in a manner which
would have a material adverse effect on the Servicer or the Backup Servicer, as
the case may be, and the Security Insurer (so long as an Insurer Default shall
not have occurred and be continuing) or a Note Majority (if an Insurer Default
shall have occurred and be continuing) does not elect to waive the obligations
of the Servicer or the Backup Servicer, as the case may be, to perform the
duties which render it legally unable to act or to delegate those duties to
another Person.  Any such determination permitting the resignation of the
Servicer or Backup Servicer shall be evidenced by an Opinion of Counsel to such
effect delivered and acceptable to the Issuer, the Trustee and the Security
Insurer (unless an Insurer Default shall have occurred and be continuing).
Notwithstanding the foregoing, if the Backup Servicer or the Servicer is the
Trustee and the Trustee resigns or is removed pursuant to Section 6.8 of the
Indenture, the Backup Servicer or the Servicer, as the case may be, may resign
hereunder.  No resignation of the Servicer shall become effective until, so
long as no Insurer Default shall have occurred and be continuing the Backup
Servicer or an entity acceptable to the Security Insurer shall have assumed the
responsibilities and obligations of the Servicer or, if an Insurer Default
shall have occurred and be continuing, the Backup Servicer or a successor
Servicer that is an Eligible Servicer shall have assumed the responsibilities
and obligations of the Servicer.  No resignation of the Backup Servicer shall
become effective until, so long as no Insurer Default shall have occurred and
be continuing, an entity acceptable to the Security Insurer shall have assumed
the responsibilities and obligations of the Backup Servicer or, if an Insurer
Default shall have occurred and be continuing a Person that is an Eligible
Servicer shall have assumed the responsibilities and obligations of the Backup
Servicer; provided, however, that in the event a successor Backup Servicer is
not appointed within 60 days after the 


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<PAGE>   64



Backup Servicer has given notice of its resignation and has provided the
Opinion of Counsel required by this Section 7.5, the Backup Servicer may
petition a court for its removal.  The Backup Servicer may resign for any
reason, provided an entity acceptable to the Security Insurer, in its sole
discretion, shall have assumed the responsibilities and obligations of the
Backup Servicer prior to the effectiveness of any such resignation.


                                ARTICLE VIII
                         SERVICER TERMINATION EVENTS

      Section VIII.1.  Servicer Termination Event.  For purposes of this
Agreement, each of the following shall constitute a "Servicer Termination
Event":

           (a)  Any failure by FEFG (if FEFG is the Servicer) or the Servicer
      to deliver to the Trustee for distribution to Noteholders any proceeds or
      payment required to be so delivered under the terms of this Agreement
      that continues unremedied for a period of two Business Days (one Business
      Day with respect to payment of Purchase Amounts) after written notice is
      received by FEFG or the Servicer from the Trustee or (unless an Insurer
      Default shall have occurred and be continuing) the Security Insurer or 
      after discovery of FEFG or such failure by a Responsible Officer of 
      FEFG or the Servicer;

           (b)  Failure by the Servicer to deliver to the Trustee, the Issuer
      and (so long as an Insurer Default shall not have occurred and be
      continuing) the Security Insurer the Servicer's Certificate by 10:00 a.m.
      (New York City time) on the fifth Business Day prior to the Payment Date,
      or failure on the part of the Servicer to observe its covenants and
      agreements set forth in Section 7.2(a);

           (c)  Failure on the part of FEFG or the Servicer duly to observe or
      perform any other covenants or agreements of the Servicer set forth in
      this Agreement (or, if FEFG is the Servicer, any covenant or agreement of
      FEFG set forth in this Agreement) (other than the breach of a covenant or
      agreement which constitutes a Servicer Termination Event under another
      subsection of this Section 8.1), which failure continues unremedied for a
      period of 30 days after knowledge thereof by FEFG or the Servicer or
      after the date on which written notice of such failure, requiring the
      same to be remedied, shall have been given to the Servicer by the Issuer,
      the Trustee or the Security Insurer (or, if an Insurer Default shall have
      occurred and be continuing, any Noteholder);

           (d)  The occurrence of an Insolvency Event with respect to the
      Servicer;


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<PAGE>   65


           (e)  Any representation, warranty or statement of the Servicer made
      in this Agreement or any certificate, report or other writing delivered
      pursuant hereto shall prove to be incorrect in any material respect as of
      the time when the same shall have been made (excluding, however, if FEFG
      is the Servicer, any representation or warranty set forth in Section
      2.4(a)), and the incorrectness of such representation, warranty or
      statement has a material adverse effect on the Issuer and, within 30 days
      after knowledge thereof by the Servicer or after written notice thereof
      shall have been given to the Servicer by the Issuer, the Trustee or the
      Security Insurer (or, if an Insurer Default shall have occurred and be
      continuing, a Noteholder), the circumstances or condition in respect of
      which such representation, warranty or statement was incorrect shall not
      have been eliminated or otherwise cured;

           (f)  So long as an Insurer Default shall not have occurred and be
      continuing, the Security Insurer shall not have delivered a Servicer
      Extension Notice pursuant to Section 3.14;

           (g)  So long as an Insurer Default shall not have occurred and be
      continuing, (x) an Insurance Agreement Event of Default shall have
      occurred or (y) an insurance agreement event of default arising under
      another insurance and indemnity agreement between FEFG, any of FEFG's
      affiliates and the Security Insurer with respect to another Series shall
      have occurred; or

            (h)  A claim is made under the Policy.

      Section VIII.2.  Consequences of a Servicer Termination Event.  If a
Servicer Termination Event shall occur and be continuing, the Security Insurer
(or, if an Insurer Default shall have occurred and be continuing either the
Trustee, (to the extent the Trustee has knowledge thereof) the Issuer or a Note
Majority), by notice given in writing to the Servicer (and to the Trustee and
the Issuer if given by the Security Insurer or the Noteholders) or by
non-extension of the term of the Servicer as referred to in Section 3.14 may
terminate all of the rights and obligations of the Servicer under this
Agreement; provided, however, that the terminated Servicer (if FEFG is the
terminated Servicer) shall remain liable for any breach of its representations,
warranties and covenants described in Section 3.6(b) and for purchases of
Receivables pursuant to Section 2.5.  On or after the receipt by the Servicer
of such written notice or upon termination of the term of the Servicer, all
authority, power, obligations and responsibilities of the Servicer under this
Agreement, whether with 



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<PAGE>   66


respect to the Notes, the Receivables or the Other Conveyed Property or 
otherwise, automatically shall pass to, be vested in and become obligations and
responsibilities of the Backup Servicer (or such other successor Servicer
appointed by the Controlling Party); provided, however, that the successor
Servicer shall have no liability for, and shall be indemnified by the
terminated Servicer, FEFG, and from the Collection Account in accordance with
Section 4.2(b), from and against any and all costs, expenses, losses, damages,
claims and liabilities (collectively, "Losses"), arising out of or resulting
from any act, omission or breach of this Agreement of the terminated Servicer
or FEFG.  The successor Servicer shall have no liability to the Noteholders,
the Trustee, the Security Insurer, or to any other person, for any Losses
arising out of or resulting from delays of the terminated Servicer or Custodian
in transmitting Receivable Files, Monthly Records or Collection Records, to the
successor Servicer, or for any other Losses incurred in the Servicing
transition.  The successor Servicer is authorized and empowered by this
Agreement to execute and deliver, on behalf of the terminated Servicer, as
attorney-in-fact or otherwise, any and all documents and other instruments and
to do or accomplish all other acts or things necessary or appropriate to effect
the purposes of such notice of termination, whether to complete the transfer
and endorsement of the Receivables and the Other Conveyed Property and related
documents to show the Issuer as lienholder or secured party on the related Lien
Certificates, or otherwise.  The terminated Servicer agrees to cooperate with
the successor Servicer in effecting the termination of the responsibilities and
rights of the terminated Servicer under this Agreement, including, without
limitation, the transfer to the successor Servicer for administration by it of
all cash amounts that shall at the time be held by the terminated Servicer for
deposit, or have been deposited by the terminated Servicer, in the Collection
Account or thereafter received with respect to the Receivables and the delivery
to the successor Servicer of all Receivable Files, Monthly Records and
Collection Records and a computer tape in readable form as of the most recent
Business Day containing all information necessary to enable the successor
Servicer or a successor Servicer to service the Receivables and the Other
Conveyed Property. If requested by the Controlling Party, the successor
Servicer shall direct the Obligors then making payments directly to the
Servicer to make all payments under the Receivables directly to the successor
Servicer (in which event the successor Servicer shall process such payments in
accordance with Section 3.2(e)), or to a lockbox established by the successor
Servicer at the direction of the Controlling Party, at the successor Servicer's
expense.  The terminated Servicer shall grant the Issuer, the Trustee, the
successor Servicer and the Controlling Party reasonable access to the
terminated Servicer's premises at the terminated Servicer's expense.  At any
time following the occurrence of (x) a Servicer Termination Event or (y) an
event which permits any lender or investor to have direct access to any


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<PAGE>   67






lock-box or P.O. box which then receives payments on the Receivables, the
Servicer shall at the direction of the Security Insurer, (i) establish a new
P.O. box to which such persons shall not have access and (ii) notify the
Obligors to mail their payments to the new P.O. box.

     Section VIII.3.  Appointment of Successor.

     (a)  On and after the time the Servicer receives a notice of termination
pursuant to Section 8.2, upon non-extension of the servicing term as referred
to in Section 3.14, or upon the resignation of the Servicer pursuant to Section
7.5, the Backup Servicer (unless the Security Insurer shall have exercised its
option pursuant to Section 8.3(b) to appoint an alternate successor Servicer)
shall be the successor in all respects to the Servicer in its capacity as
servicer under this Agreement and the transactions set forth or provided for in
this Agreement, and shall be subject to all the rights, responsibilities,
restrictions, duties, liabilities and termination provisions relating thereto
placed on the Servicer by the terms and provisions of this Agreement except as
otherwise stated herein.  The Issuer and such successor shall take such action,
consistent with this Agreement, as shall be necessary to effectuate any such
succession.  If a successor Servicer is acting as Servicer hereunder, it shall
be subject to term-to-term servicing as referred to in Section 3.14 and to
termination under Section 8.2 upon the occurrence of any Servicer Termination
Event applicable to it as Servicer.

     (b)  The Controlling Party may exercise at any time its right to appoint
as Backup Servicer or as successor to the Servicer a Person other than the
Person serving as Backup Servicer at the time, and (without limiting its
obligations under the Policies) shall have no liability to the Issuer, the
Trustee, any Seller, the Servicer, the Person then serving as Backup Servicer,
any Noteholders or any other Person if it does so.  Notwithstanding the above,
if the Backup Servicer shall be legally unable or unwilling to act as Servicer,
and an Insurer Default shall have occurred and be continuing, the Backup
Servicer, the Trustee, a Note Majority or the Issuer may petition a court of
competent jurisdiction to appoint any Eligible Servicer as the successor to the
Servicer.  Pending appointment pursuant to the preceding sentence, the Backup
Servicer shall act as successor Servicer unless it is legally unable to do so,
in which event the outgoing Servicer shall continue to act as Servicer until a
successor has been appointed and accepted such appointment.  Subject to Section
7.5, no provision of this Agreement shall be construed as relieving the Backup
Servicer of its obligation to succeed as successor Servicer upon the
termination of the Servicer pursuant to Section 8.2, the resignation of the
Servicer pursuant to Section 7.5 or the non-extension of the servicing term of
the Servicer, as referred to in Section 3.14.  If upon the termination of the
Servicer pursuant to 



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<PAGE>   68


Section 8.2 or the resignation of the Servicer pursuant to Section 7.5, the 
Controlling Party appoints a successor Servicer other than the Backup Servicer,
the Backup Servicer shall not be relieved of its duties as Backup Servicer 
hereunder.

     (c)  Any successor Servicer shall be entitled to such compensation
(whether payable out of the Collection Account or otherwise) as the Servicer
would have been entitled to under this Agreement if the Servicer had not
resigned or been terminated hereunder.  If any successor Servicer is appointed
as a result of the Backup Servicer's refusal (in breach of the terms of this
Agreement) to act as Servicer although it is legally able to do so, the
Security Insurer and such successor Servicer may agree on reasonable additional
compensation to be paid to such successor Servicer by the Backup Servicer,
which additional compensation shall be paid by such breaching Backup Servicer
in its individual capacity and solely out of its own funds.  If any successor
Servicer is appointed for any reason other than the Backup Servicer's refusal
to act as Servicer although legally able to do so, the Security Insurer and
such successor Servicer may agree on additional compensation to be paid to such
successor Servicer, which additional compensation shall be payable as provided
in the Spread Account Agreement and shall in no event exceed $150,000 per
annum.  In addition, any successor Servicer shall be entitled, as provided in
the Spread Account Agreement, to reasonable transition expenses incurred in
acting as successor Servicer.

     (d)  No successor Servicer shall have any duty or liability with respect
to any duty or liability of FEFG, as Servicer, under Section 2.5, 3.6(b) or
3.8.

     Section VIII.4.  Notification to Noteholders.  Upon any termination of, or
appointment of a successor to, the Servicer pursuant to this Article VIII, the
Issuer shall give prompt written notice thereof to each Rating Agency, and the
Trustee shall give prompt written notice thereof to Noteholders at their
respective addresses appearing in the Note Register.

        Section VIII.5.  Waiver of Past Defaults.  The Security Insurer or (if
an Insurer Default shall have occurred and be continuing) a Note Majority may,
on behalf of all Holders of Notes, waive any default by the Servicer in the
performance of its obligations hereunder and its consequences; provided,
however, that the Security Insurer or Note Majority, as the case may be, may
not waive any default in the full and timely payment to LaSalle National Bank
as Trustee, Servicer, Backup Servicer or Collateral Agent of any fees, expenses
or other amounts due to it.  Upon any such waiver of a past default, such
default shall cease to exist, and any Servicer Termination Event arising
therefrom shall be deemed to have been remedied for every purpose of this
Agreement.  No such waiver shall extend to any subsequent or other default or 


                                    -67-



<PAGE>   69


impair any right consequent thereon.  The Security Insurer (if an Insurer
Default shall have occurred and be continuing) shall provide prompt written
notice of any such waiver to the Issuer and the Trustee.  The Trustee shall
provide the Noteholders with notice of any waiver of any default by the
Servicer hereunder.


                                 ARTICLE IX
                                 TERMINATION

     Section IX.1.  Optional Purchase of All Receivables.  On each
Determination Date as of which the Note Balance is equal to or less than 10% of
the original Note Balance, the Servicer shall have the option to purchase all,
but not part, of the Receivables (with the consent of the Security Insurer, if
a claim has previously been made under the Policy or if such purchase would
result in a claim on the Policy or if such purchase would result in any amount
owing and remaining unpaid under the Transaction Documents to the Security
Insurer or any other Person).  To exercise such option, the Servicer shall pay
the aggregate Purchase Amounts for the Receivables and shall succeed to all
interests in and to the Receivables; provided, however, that the amount to be
paid for such purchase (as set forth in the following sentence) shall be
sufficient to pay the full amount of principal and interest then due and
payable on the Notes.  The party exercising such option to repurchase shall
deposit the aggregate Purchase Amounts for the Receivables into the Collection
Account, and the Trustee shall distribute the amounts so deposited in
accordance with Section 4.6.


                                  ARTICLE X
                          MISCELLANEOUS PROVISIONS

     Section X.1. Amendment.

     (a)  This Agreement may be amended by the Sellers, the Servicer and the
Issuer, with the prior written consent of the Trustee, the Backup Servicer and
the Security Insurer (so long as an Insurer Default shall not have occurred and
be continuing) but without the consent of any of the Noteholders, (i) to cure
any ambiguity, (ii) to correct or supplement any provisions in this
Agreement or (iii) for the purpose of adding any provision to or changing in
any manner or eliminating any provision of this Agreement or of modifying in
any manner the rights of the Noteholders; provided, however, that such action
shall not, as evidenced by an Opinion of Counsel delivered to the Issuer, the
Trustee and (so long as an Insurer Default shall not have occurred and is
continuing) the Security Insurer, adversely affect in any material respect the
interests of the Noteholders.


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<PAGE>   70



     (b)  This Agreement may also be amended from time to time by the Sellers,
the Servicer and the Issuer with the prior written consent of the Trustee, the
Backup Servicer and the Security Insurer (so long as an Insurer Default shall
not have occurred and be continuing) and with the consent of a Note Majority
(which consent of any Holder of a Note given pursuant to this Section or
pursuant to any other provision of this Agreement shall be conclusive and
binding on such Holder and on all future Holders of such Note and of any Note
issued upon the transfer thereof or in exchange thereof or in lieu thereof
whether or not notation of such consent is made upon the Note) for the purpose
of adding any provisions to or changing in any manner or eliminating any of the
provisions of this Agreement, or of modifying in any manner the rights of the
Holders of Notes; provided, however, that, subject to the express rights of the
Security Insurer under the Related Documents, including its rights to agree to
certain modifications of the Receivables pursuant to Section 3.2 and its rights
to cause the Trustee to liquidate the Collateral under the circumstances and
subject to the provisions of Section 5.04 of the Indenture, no such amendment
shall (a) increase or reduce in any manner the amount of, or accelerate or
delay the timing of, collections of payments on Receivables or distributions
required to be made on any Note or the Note Interest Rate, (b) amend any
provisions of Section 4.6 in such a manner as to affect the priority of payment
of interest or principal to Noteholders, or (c) reduce the aforesaid percentage
required to consent to any such amendment or any waiver hereunder, without the
consent of the Holders of all Notes then Outstanding.

     (c)  Prior to the execution of any such amendment or consent, the Issuer
shall furnish written notification of the substance of such amendment or
consent to each Rating Agency.

     (d)  Promptly after the execution of any such amendment or consent, the
Issuer shall furnish written notification of the substance of such amendment or
consent to the Trustee, who shall furnish prompt notification thereof to the
Noteholders.

     (e)  Prior to the execution of any amendment to this Agreement, the Issuer
shall be entitled to receive and rely upon an Opinion of Counsel stating that
the execution of such amendment is authorized or permitted by this Agreement,
in addition to the Opinion of Counsel referred to in Section 10.2(i).  The
Issuer may, but shall not be obligated to, enter into any such amendment which
affects the Issuer's own rights, duties or immunities under this Agreement or
otherwise.

     Section X.2. Protection of Title to the Receivables and Other Conveyed
Property.


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<PAGE>   71


     (a)  The Servicer shall execute and file such financing statements and
cause to be executed and filed such continuation and other statements, all in
such manner and in such places as may be required by law fully to preserve,
maintain and protect the interest of the Issuer and the Trustee in the
Receivables and Other Conveyed Property and in the proceeds thereof.  The
Servicer shall deliver (or cause to be delivered) to the Issuer, the Trustee
and the Security Insurer file-stamped copies of, or filing receipts for, any
document filed as provided above, as soon as available following such filing.

     (b)  Neither the Servicer nor the Issuer shall change its name, identity
or corporate structure in any manner that would, could or might make any
financing statement or continuation statement filed by the Servicer in
accordance with paragraph (a) above seriously misleading within the meaning of
Section 9-402(7) of the UCC, unless it shall have given the Issuer, the Trustee
and the Security Insurer (so long as an Insurer Default shall not have occurred
and be continuing) at least 60 days' (or, with respect to the Servicer (if FEFG
is not the Servicer), 30 days') prior written notice thereof, and shall
promptly file appropriate amendments to all previously filed financing
statements and continuation statements.

     (c)  Each of the Servicer and the Issuer shall give the Trustee and the
Security Insurer at least 60 days' (or, with respect to the Servicer (if FEFG
is not the Servicer), 30 days') prior written notice of any relocation of its
principal executive office if, as a result of such relocation, the applicable
provisions of the UCC would require the filing of any amendment of any
previously filed financing or continuation statement or of any new financing
statement.  The Servicer shall at all times maintain each office from which it
services Receivables and its principal executive office within the United
States of America.

     (d)  The Servicer shall maintain accounts and records as to each
Receivable accurately and in sufficient detail to permit (i) the reader thereof
to know at any time the status of such Receivable, including payments and
recoveries made and payments owing (and the nature of each) and (ii)
reconciliation between payments or recoveries on (or with respect to) each
Receivable and the amounts from time to time deposited in the Collection
Account in respect of such Receivable.

     (e)  The Servicer shall maintain its computer systems so that, from and
after the time of sale under this Agreement of the Receivables to the Issuer,
the Servicer's master computer records (including any backup archives) that
refer to any Receivable indicate clearly (with reference to the Issuer) that
the Receivable is owned by the Issuer.  Indication of the Issuer's ownership of
a Receivable shall be deleted from or modified on the Servicer's 


                                    -70-



<PAGE>   72


computer systems when, and only when, the Receivable has been paid in full or
repurchased hereunder.


     (f)  If at any time the Servicer proposes to sell, grant a security
interest in, or otherwise transfer any interest in automotive receivables to
any prospective purchaser, lender or other transferee, the Servicer shall give
to such prospective purchaser, lender or other transferee computer tapes,
records or printouts (including any restored from backup archives) that, if
they refer in any manner whatsoever to any Receivable, indicate clearly that
such Receivable has been sold and is owned by the Issuer unless such Receivable
has been paid in full or repurchased hereunder.

     (g)  The Servicer shall permit the Issuer, the Trustee, the Backup
Servicer, the Noteholders, the Security Insurer and their respective agents, at
any time to inspect, audit and make copies of and abstracts from the Servicer's
records regarding any Receivables or any other portion of the Other Conveyed
Property.

     (h)  The Servicer shall furnish to the Issuer, the Trustee, the Backup
Servicer and the Security Insurer at any time upon request a list of all
Receivables then held by Issuer, together with a reconciliation of such list to
each Schedule of Receivables and to each of the Servicer's Certificates
furnished before such request indicating removal of Receivables from the
Issuer.  Upon request, the Servicer shall furnish a copy of any list to each
Seller.  The Issuer shall hold any such list and each Schedule of Receivables
for examination by interested parties during normal business hours at the
offices of the Servicer upon reasonable notice by such Persons of their desire
to conduct an examination.

     (i)  The Servicer shall deliver to the Issuer, the Trustee and the
Security Insurer simultaneously with the execution and delivery of this
Agreement and of each amendment thereto and upon the occurrence of the events
giving rise to an obligation to give notice pursuant to Section 10.2(b) or (c),
an Opinion of Counsel either (a) stating that, in the opinion of such counsel,
all financing statements and continuation statements have been executed and
filed that are necessary fully to preserve and protect the interest of the
Issuer and the Trustee in the Receivables and the Other Conveyed Property, and
reciting, the details of such filings or referring to prior Opinions of Counsel
in which such details are given, or (b) stating that, in the opinion of such
counsel, no such action is necessary to preserve and protect such interest.

     (j)  The Servicer shall deliver to the Issuer, the Trustee and the
Security Insurer, on or before June 1 of each calendar year commencing in 1998,
an Opinion of Counsel, either (a) stating that, in the opinion of such counsel,
all financing statements and continuation statements have been executed and
filed that are necessary fully to preserve and protect the interest of the
Issuer 



                                    -71-




<PAGE>   73





and the Trustee in the Receivables and the Other Conveyed Property, and
reciting the details of such filings or referring to prior Opinions of Counsel
in which such details are given, or (b) stating that, in the opinion of such
counsel, no action shall be necessary to preserve and protect such interest.

     Section X.3. Governing Law.  This Agreement shall be governed by and
construed in accordance with the laws of the State of Illinois without regard
to the principles of conflicts of laws thereof and the obligations, rights and
remedies of the parties under this Agreement shall be determined in accordance
with such laws.

     Section X.4. Severability of Provisions.  If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity
or enforceability of the other provisions of this Agreement or of the Notes or
the rights of the Holders thereof.

     Section X.5. Assignment.  Notwithstanding anything to the contrary
contained in this Agreement, except as provided in Section 7.2 or Section 8.2 
(and as provided in the provisions of the Agreement concerning the resignation 
of the Servicer and the Backup Servicer), this Agreement may not be assigned 
by any Seller or the Servicer without the prior written consent of the Issuer, 
the Trustee, the Backup Servicer and the Security Insurer (or, if an Insurer 
Default shall have occurred and be continuing, the Issuer, the Trustee
and a Note Majority).

     Section X.6. Third-Party Beneficiaries.  This Agreement shall inure to the
benefit of and be binding upon the parties hereto and their respective
successors and permitted assigns.  The Security Insurer and its successors and
assigns shall be a third-party beneficiary to the provisions of this Agreement,
and shall be entitled to rely upon and directly to enforce such provisions of
this Agreement so long as no Insurer Default shall have occurred and be
continuing.  Nothing in this Agreement, express or implied, shall give to any
Person, other than the parties hereto and their successors hereunder and
permitted assigns, any benefit or any legal or equitable right, remedy or claim
under this Agreement.  Except as expressly stated otherwise herein or in the
Related Documents, any right of the Security Insurer to direct, appoint,
consent to, approve of, or take any action under this Agreement, shall be a
right exercised by the Security Insurer in its sole and absolute discretion.

     Section X.7. Disclaimer by Security Insurer.  The Security Insurer may
disclaim any of its rights and powers under this 


                                    -72-


<PAGE>   74



Agreement (but not its duties and obligations under the Policy) upon delivery 
of a written notice to the Issuer and the Trustee.

     Section X.8. Counterparts.  For the purpose of facilitating its execution
and for other purposes, this Agreement may be executed simultaneously in any
number of counterparts, each of which counterparts shall be deemed to be an
original, and all of which counterparts shall constitute but one and the same
instrument.

     Section X.9. Notices.  All demands, notices and communications under this
Agreement shall be in writing, personally delivered or mailed by certified
mail-return receipt requested, and shall be deemed to have been duly given upon
receipt (a) in the case of any Seller or the Servicer, at the following
address:  500 Davis Street, Suite 1005, Evanston, Illinois 60201, Attention:
Jan W. Erfert, Telecopy No.: (847) 866-8822, with a copy to:  Rudnick & Wolfe,
203 North LaSalle Street, Chicago, Illinois 60601-1239, Attention: Hal M.
Brown, Telecopy No.: (312) 236-7516, (b) in the case of the Issuer, at the 
following address: 42-C Read's Way, New Castle, Delaware  19720, with a copy 
to:  Rudnick & Wolfe, 203 North LaSalle Street, Chicago, Illinois 60601-1239, 
Attention: Hal M. Brown, Telecopy No.: (312) 236-7516, (c) in the case of the 
Trustee and, for so long as the Trustee is the Backup Servicer or the 
Collateral Agent, at the following address:  135 South LaSalle Street,
Suite 1740, Chicago, Illinois 60674-4105 , Attention: ABS Trust Services -
First Enterprise 1997-B, Telecopy No.: (312) 904-2084, (d) in the case of each
Rating Agency, at the following address:  99 Church Street, New York, New York
10007, Attention:  ABS Monitoring Department (for Moody's) and 26 Broadway, New
York, New York 10004 (for Standard & Poor's), Attention:  Asset-Backed
Surveillance, and (e) in the case of the Security Insurer, at the following
address: 350 Park Avenue, New York, New York 10022, Attention:  Surveillance
Department, Telex No.:  (212) 688-3103, Confirmation:  (212) 826-0100, Telecopy
Nos.:  (212) 339-3518, (212) 339-3529 (in each case in which notice or other
communication to Financial Security refers to an Event of Default, a claim on
the Policy or with respect to which failure on the part of Financial Security
to respond shall be deemed to constitute consent or acceptance, then a copy of
such notice or other communication should also be sent to the attention of the
General Counsel and the Head-Financial Guaranty Group "URGENT MATERIAL
ENCLOSED"), or at such other address as shall be designated by any such party
in a written notice to the other parties.  Any notice required or permitted to
be mailed to a Noteholder shall be given by first class mail, postage prepaid,
at the address of such Noteholder as shown in the Note Register (as the case
may be), and any notice so mailed within the time prescribed in this Agreement
shall be conclusively presumed to have been duly given, whether or not the
Noteholder receives such notice.  Notwithstanding any provision hereof to the
contrary, a copy of each notice required to be 



                                    -73-


<PAGE>   75



provided hereunder shall be provided to each of the Rating Agencies.



                                    -74-



<PAGE>   76




     IN WITNESS WHEREOF, the Issuer, each Seller, the Servicer, the Initial
Subservicer and the Backup Servicer have caused this Sale and Servicing
Agreement to be duly executed by their respective officers as of the day and
year first above written.


                              FIRST ENTERPRISE SECURITIZATION CO. II, as Issuer


                              By:/s/Jan W. Erfert
                                 --------------------------------------------
                              Name:Jan W. Erfert
                              Title:Vice President


                              FIRST ENTERPRISE FINANCIAL GROUP, INC.,
                              individually and as Servicer



                              By:/s/ Paul A. Stinneford
                                 --------------------------------------------
                              Name:Paul A. Stinneford
                              Title:Vice President



                              FIRST ENTERPRISE ACCEPTANCE COMPANY



                              By:/s/Jan W. Erfert
                                 --------------------------------------------
                              Name:Jan W. Erfert
                              Title:Vice President



                              LASALLE NATIONAL BANK, as
                              Backup Servicer


                              By:/s/Barbara L. Marik
                                 --------------------------------------------
                                 Name:Barbara L. Marik
                                 Title:Trust Officer





<PAGE>   77




Acknowledged and Accepted:

LASALLE NATIONAL BANK,
not in its individual capacity but as Trustee



By:/s/Barbara L. Marik
   -----------------------------
Name: Barbara L. Marik
Title:Trust Officer



<PAGE>   78


                                                                      Exhibit A


                                 ASSIGNMENT
                                 ----------

     For value received, in accordance with the Sale and Servicing Agreement
dated as of June 1, 1997 (the "Sale and Servicing Agreement"), among the
undersigned, First Enterprise Securitization Co. II (the "Issuer") and the
other parties thereto the undersigned does hereby sell, transfer, assign and
otherwise convey unto the Issuer, without recourse (subject to the obligations
in the Sale and Servicing Agreement), (1) all right, title and interest of the
undersigned in and to the Receivables listed in the Schedule of Receivables
delivered by the undersigned, all monies received thereunder after the Cutoff
Date and all Liquidation Proceeds and recoveries received with respect to such
Receivables; and (2)(i) all right, title and interest of the undersigned in and
to the security interests in the Financed Vehicles granted by Obligors pursuant
to the Receivables and any other interest of the undersigned in such Financed
Vehicles, including, without limitation, the certificates of title with respect
to such Financed Vehicles; (ii) all right, title and interest of the
undersigned in and to any proceeds from claims on any repossession loss,
physical damage, credit life and credit accident and health insurance policies
covering such Financed Vehicles or the Obligors; (iii) all right, title and
interest of the undersigned in and to refunds for the costs of service
contracts with respect to such Financed Vehicles, refunds of unearned premiums
with respect to credit life and credit accident and health insurance policies
covering an Obligor or Financed Vehicle or his or her obligations with respect
to a Financed Vehicle and any recourse to Dealers for any of the foregoing;
(iv) all right, title and interest of the undersigned under the Dealer
Agreements and Dealer Assignments as the same may relate to the Receivables;
(v) the Receivable File related to each Receivable; (vi) all right, title and
interest of the undersigned in all funds on deposit in the Trust Accounts, and
all investments and proceeds thereof (including all income therein); and (vii)
the proceeds of any and all of the foregoing.  The foregoing sale does not
constitute and is not intended to result in any assumption by the Issuer of any
obligation of the undersigned to the Obligors, insurers or any other person in
connection with the Receivables, the Receivable Files, any insurance policies
or any agreement or instrument relating to any of them.

     This Assignment is made pursuant to and upon the representations,
warranties and agreements on the part of the undersigned contained in the Sale 
and Servicing Agreement and is to be governed by the Sale and Servicing 
Agreement.



<PAGE>   79



     Capitalized terms used herein and not otherwise defined shall have the
meanings assigned to them in the Sale and Servicing Agreement.

     This Assignment shall be governed by and construed in accordance with the
internal laws of the State of Illinois.

     IN WITNESS WHEREOF, the undersigned has caused this Assignment to be duly
executed as of June 11, 1997.


                                    [FIRST ENTERPRISE FINANCIAL GROUP, INC.]

                                    [FIRST ENTERPRISE ACCEPTANCE COMPANY]



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




                                      2





<PAGE>   80



                                                                      Exhibit B

                           SERVICER'S CERTIFICATE
                           ----------------------










<PAGE>   81


                                                                      Exhibit C

                       LOCAL COLLECTION ACCOUNT BANKS
                       ------------------------------





<PAGE>   82




                                 SCHEDULE A
                                 ----------

                           SCHEDULE OF RECEIVABLES
                           -----------------------

                     On file with LaSalle National Bank







<PAGE>   83




                                 SCHEDULE B



           REPRESENTATIONS AND WARRANTIES OF THE SERVICER

           1.  Origination Date.  Each Receivable shall have an origination
      date on or after October 11, 1995.

           2.  Maturity of Receivables.  Each Receivable shall have an original
      maturity of not more than 60 months; the weighted average original
      maturity of the Receivables is 42.99 months as of the Cutoff Date; the
      remaining maturity of each Receivable was 54 months or less as of the
      Cutoff Date; the weighted average remaining maturity of the Receivables
      was 40.78 months as of the Cutoff Date.

           3.  Characteristics of Receivables.  (A)  Each Receivable (1) has
      been originated in the United States of America by a Dealer for the
      retail sale of a Financed Vehicle in the ordinary course of such Dealer's
      business in accordance with the applicable Seller's credit approval
      guidelines and such Dealer had all necessary licenses and permits to
      originate Receivables in the state where such Dealer was located, was
      fully and properly executed by the parties thereto, was purchased by the
      applicable Sellers from such Dealer under an existing Dealer Agreement or
      pursuant to a Dealer Assignment with such Seller and was validly assigned
      to such Seller pursuant to a Dealer Assignment, (2) has created a valid,
      subsisting, and enforceable first priority security interest in favor of
      the applicable Sellers in the Financed Vehicle, which in turn will assign
      such security interest to the Issuer pursuant to the Sale and Servicing
      Agreement which in turn will assign such security interest to the Trustee
      for the benefit of the Noteholders pursuant to the Indenture, (3)
      contains customary and enforceable provisions such that the rights and
      remedies of the holder or assignee thereof shall be adequate for
      realization against the collateral of the benefits of the security, (4)
      provides for level monthly (or, in some cases, more frequent) payments
      that fully amortize the Amount Financed over the original term (except
      for the last payment, which may be smaller than the level payment) and
      yield interest at the Annual Percentage Rate, (5) has an Annual
      Percentage Rate of not less than 17% and not more than 31%, (6) provides
      for, in the event that such contract is prepaid, a prepayment that fully
      pays the Principal Balance at the Annual Percentage Rate and (7) is a
      Receivable under which the portion of the payment allocable to interest
      and the portion allocable to principal is determined in accordance with
      the Actuarial Method only in North Carolina and in accordance with "Rule
      of 78s" in all other states and 


                                     B-1



<PAGE>   84




      (B) 100% of the aggregate Principal Balance of the Receivables
      represents financing of Motor Vehicles and related products; as of the
      Cutoff Date no Receivable shall have a payment that is more than 29 days
      overdue; and each Receivable shall have a final scheduled payment due no
      later than October 31, 2001.

           4.  Principal Balance.  Each Receivable shall have an outstanding
      principal balance as of the Cutoff Date of not less than $1,595.54 and
      not more than $17,123.27.

           5.  Characteristics of Obligors.  Each Obligor is a resident of the
      United States of America and, as of the Cutoff Date, no Obligor on any
      Receivable (A) was the subject of any federal, state or other bankruptcy,
      insolvency or similar proceeding pending on the date of application that
      is not discharged, (B) was currently the subject of a judgment in favor
      of any Seller, (C) had its related Financed Vehicle repossessed (or
      subject to repossession) or (D) had its related Receivable rewritten.

           6.  Origination of Receivables.  (A) Based on the location of the
      originating Dealer and the Aggregate Principal Balances as of the Cutoff
      Date, approximately 25.65% of the Receivables were originated in Florida,
      approximately 6.23% of the Receivables were originated in Georgia,
      approximately 8.34% of the Receivables were originated in North Carolina,
      approximately 11.13% of the Receivables were originated in South
      Carolina, approximately 8.47% of the Receivables were originated in
      Virginia, approximately 12.72% of the Receivables were originated in
      Mississippi, approximately 9.61% of the Receivables were originated in
      Tennessee and approximately 17.85% of the Receivables were originated in
      Alabama and (B) each Receivable was originated in the United States.

           7.  [Reserved]

           8.  Location of Receivable Files.  A complete Receivable File with
      respect to each Receivable containing (A) a fully executed original of
      the Receivable, (B) the original executed credit application, or a copy
      thereof and (C) the original Lien Certificate or application therefor,
      each in a form satisfactory to the Trustee, will be delivered to the
      Trustee on or prior to the Closing Date.

           9.  Schedule of Receivables.  The information with respect to the
      Receivables set forth in each Schedule of Receivables has been produced
      from the Electronic Ledger and is true and correct as of the close of
      business on the Cutoff Date.


                                     B-2


<PAGE>   85



           10.  Adverse Selection.  No selection procedures having an adverse
      effect on the Noteholders have been utilized in selecting the Receivables
      from those receivables owned by the Sellers which met the selection
      criteria contained in this Agreement.

           11.  Compliance with Law.  None of the Receivables, the sale of the
      related Financed Vehicle, the sale of any physical damage, credit life
      and credit accident and health insurance nor any service contracts, at
      the time the related Receivable was originated or made, contravened in
      any material respect, and, at the execution of this Agreement contravenes
      in any material respect, with any requirements of applicable federal,
      state and local laws, and regulations thereunder including, without
      limitation, usury laws, the Federal Truth-in-Lending Act, the Equal
      Credit Opportunity Act, the Fair Credit Reporting Act, the Fair Debt
      Collection Practices Act, the Federal Trade Commission Act, the
      Magnuson-Moss Warranty Act, the Federal Reserve Board's Regulations B and
      Z, the Soldiers' and Sailors' Civil Relief Act of 1940, each applicable
      state Motor Vehicle Retail Installment Sales Act, and state adaptations
      of the National Consumer Act and of the Uniform Consumer Credit Code, and
      other consumer credit laws and equal credit opportunity and disclosure
      laws.

           12.  No Government Obligor.  None of the Receivables is due from the
      United States of America or any state or from any agency, department, or
      instrumentality of the United States of America or any state.

           13.  Security Interest in Financed Vehicle.  Immediately prior to
      the sale, assignment, and transfer thereof, each Receivable shall be
      secured by a validly perfected first priority security interest in the
      related Financed Vehicle in favor of the applicable Seller as secured
      party, and such security interest is prior to all other liens upon and
      security interests in such Financed Vehicle which now exist or may
      hereafter arise or be created (except, as to priority, for any tax 
      liens or mechanics' liens which may arise after the Closing Date).  In 
      connection with the assignment thereof by the applicable Seller to the 
      Issuer and then by the Issuer to the Trustee, no filing or other action 
      is necessitated under the UCC or any titling statute or act to continue 
      the first priority perfected status of the security interest in the 
      Financed Vehicle against creditors of and transferees from the original 
      Obligor.

           14.  Receivables in Force.  No Receivable has been satisfied,
      subordinated or rescinded, nor has any Financed Vehicle been released
      from the lien granted by the related Receivable in whole or in part.

                                     B-3



<PAGE>   86



           15.  No Waiver.  No provision of a Receivable has been waived.

           16.  No Amendments.  No Receivable has been amended, altered or
      modified, except as such Receivable may have been amended to grant
      deferments which shall not have exceeded (a) two one-month periods within
      any calendar year or (b) five deferments over the life of the Receivable.
      No Receivable has been modified as a result of application of the
      Soldiers' and Sailors' Civil Relief Act of 1940, as amended.  Copies of
      all amendments, alterations and modifications are contained in the
      related Receivable File.

           17.  No Defenses.  As of the Closing Date, no right of rescission,
      setoff, counterclaim or defense exists (other than defenses existing
      under the Federal Trade Commission's "Holder-in-Due-Course" rule) or has
      been asserted or threatened with respect to any Receivable.  The
      operation of the terms of any Receivable or the exercise of any right
      thereunder will not render such Receivable unenforceable in whole or in
      part or subject to any such right of rescission, setoff, counterclaim, or
      defense (other than defenses available under the Federal Trade
      Commission's "Holder-in-Due-Course" rule).

           18.  No Liens.  As of the Cutoff Date, there are no liens or claims
      existing or which have been filed for work, labor, storage or materials
      relating to a Financed Vehicle that shall be liens prior to, or equal or
      coordinate with, the security interest in the Financed Vehicle granted by
      the Receivable.

           19.  No Fraud or Misrepresentation.  Each Receivable was originated
      by a Dealer and was sold by the Dealer to the applicable Seller without 
      fraud or misrepresentation on the part of such Dealer in either case.

           20.  Receivables Not Assumable.  No Receivable is assumable by
      another Person in a manner which would release the Obligor thereof from
      such Obligor's obligations to the applicable Seller with respect to such
      Receivable.

           21.  No Impairment.  No Seller has done anything to convey any right
      to any Person that would result in such Person having a right to payments
      due under a Receivable or otherwise to impair the rights of the Issuer,
      the Trustee, the Security Insurer or the Noteholders in any Receivable or
      the proceeds thereof.

           22.  No Default; Repossession.  Except for payment delinquencies
      continuing for a period of not more than twenty-nine days as of the
      Cutoff Date, no default, breach, violation 



                                     B-4



<PAGE>   87




      or event permitting acceleration under the terms of any Receivable
      has occurred; no continuing condition that with notice or the lapse of
      time would constitute a default, breach, violation, or event permitting
      acceleration under the terms of any Receivable has arisen; neither the
      Servicer nor any Seller shall waive, or has waived, any of the foregoing;
      and no Financed Vehicle shall have been repossessed as of the Cutoff
      Date.

           23.  Insurance; Other.  The Servicer, in accordance with its
      customary procedures, has determined (A) that each Obligor, at the time
      of origination, had obtained insurance covering the Financed Vehicle as
      of the execution of the Receivable insuring against loss and damage due
      to fire, theft, transportation, collision and other risks generally
      covered by comprehensive and collision coverage (i) in an amount at least
      equal to the lesser of (x) its maximum insurable value or (y) the
      principal amount due from the Obligor under the related Receivable and
      (ii) naming the applicable Seller as loss payee, (B) each Receivable that
      finances the cost of premiums for credit life and credit accident or
      health insurance is covered by an insurance policy and certificate of
      insurance naming the applicable Seller as policyholder (creditor) under
      each such insurance policy and certificate of insurance, and (C) as to
      each Receivable that finances the cost of a service contract, the
      respective Financed Vehicle which secures the Receivable is or was
      covered by a service contract.

           24.  Title.  It is the intention of each Seller that the transfer
      and assignment herein contemplated constitute a sale of the Receivables
      from such Seller to the Issuer and that the beneficial interest in and
      title to such Receivables not be part of such Seller's estate in the
      event of the filing of a bankruptcy petition by or against such Seller
      under any bankruptcy law.  No Receivable has been sold, transferred,
      assigned, or pledged by any Seller to any Person other than the Issuer or
      any such pledge has been released on or prior to the Closing Date.
      Immediately prior to the transfer and assignment herein contemplated, the
      applicable Seller had good and marketable title to each Receivable, and
      was the sole owner thereof, free and clear of all liens, claims,
      encumbrances, security interests, and rights of others (except those
      released on the Closing Date) and, immediately upon the transfer thereof,
      the Issuer shall have good and marketable title to each such Receivable,
      and will be the sole owner thereof, free and clear of all liens,
      encumbrances, security interests, and rights of others, and the transfer
      has been perfected under the UCC.  No Dealer has a participation in, or
      other right to receive, proceeds of any Receivable.  No Seller has taken
      any action to convey any right to any Person that 



                                     B-5


<PAGE>   88



      would result in such Person having a right to payments received
      under the related Insurance Policies or the related Dealer Agreements or
      Dealer Assignments or to payments due under such Receivables.

           25.  Marking of Receivables.  On or prior to the Closing Date, each
      Seller will have caused the portions of the Electronic Ledger relating to
      the Receivables to be clearly and unambiguously marked to show that the
      Receivables have been sold by such Seller to the Issuer in accordance
      with the terms of this Agreement and assigned by the Issuer to the
      Trustee for the benefit of the Noteholders in accordance with the terms
      of the Indenture.

           26.  Computer Tape.  The Computer Tape made available by the Sellers
      to the Issuer on or prior to the Closing Date was complete and accurate
      in all material respects as of the Cutoff Date and includes a description
      of the same Receivables that are described in each Schedule of
      Receivables.

           27.  Lawful Assignment.  No Receivable has been originated in, or is
      subject to the laws of, any jurisdiction under which the sale, transfer,
      and assignment of such Receivable under this Agreement shall be unlawful,
      void, or voidable.  No Seller has entered into any agreement with any
      account debtor that prohibits, restricts or conditions the assignment of
      any portion of the Receivables.

           28.  All Filings Made.  All filings (including, without limitation,
      UCC filings) necessary in any jurisdiction to give the Issuer a first
      priority perfected ownership interest, and the Trustee a first priority
      security interest, in the Receivables and the Other Conveyed Property
      have been made.

           29.  One Original.  There is only one original executed copy of each
      Receivable.

           30.  Chattel Paper.  Each Receivable constitutes "chattel paper"
      under the UCC.

           31.  Valid and Binding Obligation of Obligor.  Each Receivable is
      the legal, valid and binding obligation of the Obligor thereunder and is
      enforceable in accordance with its terms, except only as such enforcement
      may be limited by bankruptcy, insolvency or similar laws affecting the
      enforcement of creditors' rights generally; all parties to such contract
      had full legal capacity to execute and deliver such contract and all
      other documents related thereto and to grant the security interest
      purported to be granted thereby; and the terms of such Receivable have
      not been waived or modified in any respect.


                                     B-6



<PAGE>   89





           32.  Tax Liens.  As of the Cutoff Date, there is no lien against any
      Financed Vehicle for delinquent taxes.

           33.  Title Documents.  (A) If any Financed Vehicle was originated in
      a state in which notation of security interest on the title document is
      required or permitted to perfect such security interest, the title
      document for such Financed Vehicle shows, or if a new or replacement
      title document is being applied for with respect to such Financed Vehicle
      the title document will be received within 180 days and will show, the
      applicable Seller named as the original secured party under the related
      Receivables as the holder of a first priority security interest in such
      Financed Vehicle, and (B) if any Financed Vehicle was originated in a
      state in which the filing of a financing statement under the UCC is
      required to perfect a security interest in motor vehicles, such filings
      or recordings have been duly made and show the applicable Seller named as
      the original secured party under the related Receivable, and in either
      case, no further action is required under the UCC or any titling statute
      or act to continue the perfected status of the first priority security
      interest in the Financed Vehicle against creditors of and transferees
      from the original Obligor.  With respect to each Receivable for which the
      title document has not yet been returned from the Registrar of Titles,
      the applicable Seller has received written evidence from the related
      Dealer that such title document showing such Seller as first lienholder
      has been applied for.




                                     B-7




<PAGE>   90


                                 SCHEDULE C

                      SERVICING POLICIES AND PROCEDURES
                      ---------------------------------





<PAGE>   91



                              TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                           Page
<S>                                                                         <C>
ARTICLE I  DEFINITIONS
 Section 1.1.  Definitions...............................................    1
 Section 1.2.  Usage of Terms............................................   17
 Section 1.3.  Calculations..............................................   17
 Section 1.4.  Section References........................................   17
 Section 1.5.  No Recourse...............................................   17
 Section 1.6.  Material Adverse Effect...................................   18

ARTICLE II  CONVEYANCE OF RECEIVABLES AND OTHER CONVEYED PROPERTY
 Section 2.1.  Purchase and Sale of Receivables and 
                Other Conveyed Property..................................   18
 Section 2.2.  Custody of Receivable Files...............................   19
 Section 2.3.  Conditions Precedent......................................   20
 Section 2.4.  Representations and Warranties of each Seller.............   23
 Section 2.5.  Repurchase of Receivables Upon Breach of Warranty.........   25
 Section 2.6.  Issuer's Assignment of Administrative
                Receivables and Warranty Receivables.....................   25
 Section 2.7.  Collecting Lien Certificates..............................   26
 Section 2.8.  Protection of Right, Title and Interest...................   26
 Section 2.9.  Costs and Expenses........................................   28
 Section 2.10. Delivery of Receivable Files..............................   28
 Section 2.11. Restrictions on Liens.....................................   28
 Section 2.12. Sale......................................................   29
 Section 2.13. Indemnification By Each Seller............................   29
 Section 2.14. Representations and Warranties of the Issuer..............   31
 Section 2.15. Nonpetition Covenant......................................   32
 Section 2.16. Covenants Regarding UCC-2 and UCC-3 Filing................   32

ARTICLE III  ADMINISTRATION AND SERVICING OF RECEIVABLES
 Section 3.1.  Duties of the Servicer....................................   33
 Section 3.2.  Collection of Receivable Payments;........................
                Modifications of Receivables.............................   34
 Section 3.3.  Realization Upon Receivables..............................   36
 Section 3.4.  Insurance.................................................   37
 Section 3.5.  Maintenance of Security Interests in Vehicles.............   37
 Section 3.6.  Covenants, Representations and
                Warranties of Servicer...................................   38
 Section 3.7.  Purchase of Receivables Upon Breach
                of Covenant..............................................   43
 Section 3.8.  Servicing Fee; Payment of Certain Expenses
                by Servicer..............................................   43
 Section 3.9.  Servicer's Certificate....................................   43
 Section 3.10. Annual Statement as to Compliance;
                Notice of Servicer Termination Event.....................   44
 Section 3.11. Annual Independent Accountants' Report....................   45
 Section 3.12. Access to Certain Documentation and

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 <S>                                                                       <C>
                Information Regarding Receivables........................   45
 Section 3.13. Monthly Tape..............................................   46
 Section 3.14. Retention and Termination of Servicer.....................   46
 Section 3.15. Duties of the Servicer under the Indenture................   47
 Section 3.16. Fidelity Bond and Errors and Omissions Policy.............   48

ARTICLE IV  DISTRIBUTIONS; STATEMENTS TO NOTEHOLDERS
 Section 4.1.  Trust Accounts............................................   49
 Section 4.2.  Collections...............................................   50
 Section 4.3.  Application of Collections................................   51
 Section 4.4.  Net Deposits..............................................   51
 Section 4.5.  Additional Deposits.......................................   52
 Section 4.6.  Distributions.............................................   52
 Section 4.7.  Trustee as Agent..........................................   53
 Section 4.8.  Statements to Noteholders.................................   53
 Section 4.9.  [Reserved]................................................   54
 Section 4.10. Optional Deposits by the Security Insurer.................   54

ARTICLE V  THE SPREAD ACCOUNT
 Section 5.1.  Withdrawals from Spread Account in
                respect of Deficiency Claim Amount.......................   55
 Section 5.2.  Withdrawals from Spread Account in
                respect of Noteholders' Excess Principal
                Payment Amount or following the occurrence of
                an Insurer Default.......................................   55

ARTICLE VI  SERVICER AS CUSTODIAN
 Section 6.1.  Duties of Servicer as Custodian...........................   56
 Section 6.2.  Instructions; Authority to Act............................   57
 Section 6.3.  Custodian's Indemnification...............................   57
 Section 6.4.  Effective Period and Termination..........................   57

ARTICLE VII  SERVICER
 Section 7.1.  Liability of Servicer; Indemnities........................   58
 Section 7.2.  Merger or Consolidation of, or Assumption
                of the Obligations of the Servicer
                or Backup Servicer.......................................   59
 Section 7.3.  Limitation on Liability of Servicer,
                Backup Servicer and Others...............................   60
 Section 7.4.  Delegation of Duties......................................   61
 Section 7.5.  Servicer and Backup Servicer Not to Resign................   62

ARTICLE VIII  SERVICER TERMINATION EVENTS
 Section 8.1.  Servicer Termination Event................................   63
 Section 8.2.  Consequences of a Servicer Termination Event..............   64
 Section 8.3.  Appointment of Successor..................................   66
 Section 8.4.  Notification to Noteholders...............................   67
 Section 8.5.  Waiver of Past Defaults...................................   67

ARTICLE IX  TERMINATION
 Section 9.1.  Optional Purchase of All Receivables......................   68

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<S>                                                                         <C>
ARTICLE X  MISCELLANEOUS PROVISIONS
 Section 10.1. Amendment.................................................   68
 Section 10.2. Protection of Title to the Receivables
                and Other Conveyed Property..............................   69
 Section 10.3. Governing Law.............................................   72
 Section 10.4. Severability of Provisions................................   72
 Section 10.5. Assignment................................................   72
 Section 10.6. Third-Party Beneficiaries.................................   72
 Section 10.7. Disclaimer by Security Insurer............................   72
 Section 10.8. Counterparts..............................................   73
 Section 10.9. Notices...................................................   73

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                                                                          PAGE
<S>         <C>                                                            <C>
Exhibit A   Form of Assignment
Exhibit B   Servicer's Certificate
Exhibit C   Local Collection Account Banks

Schedule A  Schedule of Receivables
Schedule B  Representations and Warranties of the Servicer
Schedule C  Servicing Policies and Procedures of FEFG


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