<PAGE>   1


                                                                  EXHIBIT 10.122
================================================================================


                             ASSET PURCHASE AGREEMENT

                                   by and among

                       PARK AVENUE RECEIVABLES CORPORATION,

                                        and

                             THE CHASE MANHATTAN BANK,

                                 as Funding Agent,

                                        and

                        THE SEVERAL FINANCIAL INSTITUTIONS

                          PARTY HERETO FROM TIME TO TIME,

                                   as APA Banks

                            Dated as of August 9, 1999

                     (Onyx Acceptance Receivables Corporation)




================================================================================


<PAGE>   2

                                TABLE OF CONTENTS

                              ARTICLE I DEFINITIONS

<TABLE>
<S>           <C>                                                              <C>
SECTION 1.1.  Incorporation by Reference........................................1
SECTION 1.2.  Other Defined Terms...............................................1

                          ARTICLE II PURCHASE COMMITMENT

SECTION 2.1.  Liquidity Purchases ..............................................8
SECTION 2.2.  Several Commitments of the APA Banks..............................9
SECTION 2.3.  Nonrecourse Nature of Transactions...............................10
SECTION 2.4.  Payments; Indemnity..............................................10
SECTION 2.5.  Reduction of Commitment..........................................11
SECTION 2.6.  Issuance of Commercial Paper.....................................11

                    ARTICLE III REPRESENTATIONS AND WARRANTIES

SECTION 3.1.  PARCO Disclaimer of Representations and Warranties...............13
SECTION 3.2.  Representations and Warranties of the APA Bank...................13

                           ARTICLE IV THE FUNDING AGENT

SECTION 4.1.  Appointment......................................................15
SECTION 4.2.  Delegation of Duties.............................................15
SECTION 4.3.  Exculpatory Provisions...........................................15
SECTION 4.4.  Reliance by Funding Agent........................................16
SECTION 4.5.  Notice of Events of Default and other Events.....................16
SECTION 4.6.  Non-Reliance on Funding Agent....................................17
SECTION 4.7.  Indemnification..................................................17
SECTION 4.8.  Funding Agent in its Individual Capacity.........................18
SECTION 4.9.  Successor Funding Agent..........................................18
SECTION 4.10. Chase Conflict Waiver............................................19

                             ARTICLE V MISCELLANEOUS

SECTION 5.1.  Waivers; Amendments, etc. .......................................20
SECTION 5.2.  Notices .........................................................20
SECTION 5.3.  Governing Law; Submission to Jurisdiction........................21
SECTION 5.4.  Severability; Counterparts; Waiver of Setoff.....................21
SECTION 5.5.  Successors and Assigns; Participations; Assignments..............21
</TABLE>



                                        i

<PAGE>   3

<TABLE>
<S>           <C>                                                              <C>
SECTION 5.6.  Effectiveness of this Agreement..................................24
SECTION 5.7.  No Petition......................................................24
SECTION 5.8.  Waiver of Trial by Jury..........................................24
SECTION 5.9.  Limited Recourse.................................................24
SECTION 5.10. Liability of Funding Agent.......................................25

                               ANNEXES AND EXHIBITS

ANNEX I       List of Commitments

EXHIBIT A     Form of Transfer Supplement

EXHIBIT B     Form of Opinion

EXHIBIT C     Notice Address
</TABLE>



                                        ii

<PAGE>   4


                            ASSET PURCHASE AGREEMENT
                    (Onyx Acceptance Receivables Corporation)

        THIS ASSET PURCHASE AGREEMENT, dated as of August 9, 1999, is by and
among PARK AVENUE RECEIVABLES CORPORATION, a Delaware corporation (together with
its successors and assigns, "PARCO"), THE CHASE MANHATTAN BANK, a New York
banking corporation, individually as an APA Bank hereunder and as Funding Agent,
and THE SEVERAL FINANCIAL INSTITUTIONS PARTY HERETO FROM TIME TO TIME with
respect to the transactions contemplated by that certain Funding Agreement,
dated as of August 9, 1999 (as amended, supplemented or otherwise modified and
in effect from time to time, the "Funding Agreement"), by and among PARCO, the
Funding Agent, ONYX ACCEPTANCE RECEIVABLES CORPORATION, a Delaware corporation,
as borrower (together with its successors and assigns in such capacity, the
"Borrower").

        The parties hereto agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

        SECTION I.1. Incorporation by Reference. Capitalized terms used herein
and not otherwise defined herein shall have the meanings attributed to such
terms in, or incorporated by reference into, the Definitions List dated August
9, 1999 (the "Definitions List") and incorporated by reference into the Funding
Agreement.

        SECTION I.2. Other Defined Terms. As used in this Agreement, the
following terms have the following meanings:

        "Adjusted Liquidity Price" shall mean, in determining the Purchase Price
of the PARCO Interest on any Transfer Date:

                                    OC + NDR

where:

        OC      =       the sum of all amounts (including Collections received
                        by a Transaction Party) which are due and owing to



<PAGE>   5

                        PARCO under the Operative Documents which have not yet
                        been remitted to PARCO.

        NDR     =       the aggregate Outstanding Balance of all Purchased
                        Contracts minus the aggregate Outstanding Balance of all
                        Defaulted Contracts (net of Recoveries).

        Each of the foregoing shall be determined from the most recent Monthly
Report delivered to the Funding Agent.

        "Affected APA Bank" shall have the meaning specified in Section 5.5(c).

        "Aggregate Commitment" shall mean the sum of the Commitments set forth
on Annex I hereto (which amount shall, at all times, be equal to the "Aggregate
Commitment" as defined in the Definitions List.

        "Agreement" shall mean this Asset Purchase Agreement, as amended,
supplemented or otherwise modified and in effect from time to time in accordance
with the terms hereof.

        "APA Banks" shall mean the Persons listed on Annex I hereto (including,
without limitation, Chase), and the Persons which from time to time may become a
party hereto in accordance with Section 5.5(c).

        "Article" shall mean a numbered article of this Agreement, unless
otherwise specified.

        "Borrower" shall have the meaning specified in the recitals hereto.

        "Business Day" shall have the meaning specified in the Definitions List.

        "Chase" shall mean The Chase Manhattan Bank, in its individual capacity,
and its successors.

        "Chase Roles" shall have the meaning specified in Section 4.10.

        "Collections" shall have the meaning specified in the Definitions List.



                                       2
<PAGE>   6

        "Commercial Paper" shall have the meaning specified in the Definitions
List.

        "Commitment" shall mean, with respect to any APA Bank, the amount set
forth on Annex I hereto opposite such APA Bank's name, or in its Transfer
Supplement, as the same may be reduced from time to time in accordance with
Section 2.5 or Section 5.5(c).

        "Commitment Expiry Date" shall have the meaning specified in the
Definitions List.

        "Defaulted Contracts" shall have the meaning specified in the
Definitions List.

        "Defaulting APA Bank" shall have the meaning specified in Section
2.2(b).

        "Discount" shall mean the interest or discount component of Commercial
Paper, as applicable.

        "Event of Default" shall have the meaning specified in the Definitions
List.

        "Federal Funds Rate" shall mean, for any day, an interest rate per annum
equal to (a) the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal
funds brokers on such day, as published for such day (or, if such day is not a
Business Day, for the immediately preceding Business Day) by the Federal Reserve
Bank of New York, or (b) if such rate is not so published for any day which is a
Business Day, the average of the quotations at approximately 11:00 A.M. (New
York time) on such day on such transactions received by the Funding Agent from
three (3) federal funds brokers of recognized standing selected by the Funding
Agent in its sole discretion.

        "Funding Account" shall have the meaning specified in Section 2.4(a).

        "Funding Agent" shall mean Chase, in its capacity as Funding Agent for
the benefit of the Secured Parties under the Operative Documents, for the
benefit of the APA Banks under this Agreement, and for the benefit of PARCO
pursuant to



                                       3
<PAGE>   7

Section 2.4(a) of this Agreement, and not in its individual capacity or as an
APA Bank.

        "Funding Agreement" shall have the meaning specified in the recitals
hereto.

        "Funding Balance" shall mean, with respect to any APA Bank at any time
of determination thereof, an amount equal to such APA Bank's Pro Rata Share of
all amounts due and owing to PARCO in respect of the PARCO Interest under the
Operative Documents as at such date.

        "Manager" shall mean Global Securitization Services, LLC, a Delaware
limited liability company, and its permitted successors and assigns as PARCO
manager.

        "Non-Defaulting APA Bank" shall have the meaning specified in Section
2.2(b).

        "Operative Documents" shall have the meaning specified in the
Definitions List.

        "Outstanding Balance" shall have the meaning specified in the
Definitions List.

        "Outstanding Principal Amount" shall have the meaning specified in the
Definitions List.

        "PARCO" shall have the meaning specified in the recitals hereto.

        "PARCO Administrative Agent" shall mean Chase, as administrative agent
on behalf of PARCO, and its successors and assigns in such capacity.

        "PARCO Insolvency Event" shall mean the occurrence of any one or more of
the following: (a) any proceeding shall have been instituted by PARCO seeking to
adjudicate it as bankrupt or insolvent, or seeking liquidation, winding up,
reorganization, arrangement, adjustment, protection, relief or composition of it
or its debts under any law relating to bankruptcy, insolvency or reorganization
or relief of debtors, or seeking the entry of any order for relief or the
appointment of a receiver, trustee or other similar official for it or any
substantial part of its property, or (b) any



                                       4
<PAGE>   8

proceeding of the type described in the foregoing clause (a) shall be instituted
against PARCO and shall have remained undismissed for a period of sixty (60)
consecutive days, or an order granting relief requested in any such proceeding
shall be entered.

        "PARCO Interest" shall mean, on any day, the beneficial interest of
PARCO in the Loans and the Operative Documents.

        "PARCO Residual Amount" shall have the meaning specified in Section
2.4(d) hereof.

        "PARCO Wind-Down Event" shall have the meaning specified in the
Definitions List.

        "Participant" shall have the meaning specified in Section 5.5(b).

        "Person" shall have the meaning specified in the Funding Agreement.

        "Pro Rata Share" shall mean, on any date of determination, with respect
to any APA Bank, the ratio (expressed as a percentage) of such APA Bank's
Commitment to the Aggregate Commitment at such time.

        "Purchase" shall mean any assignment by PARCO to the APA Banks of the
PARCO Interest pursuant to Section 2.1.

        "Purchased Contracts" shall have the meaning specified in the
Definitions List.

        "Purchase Date" shall mean the date specified by PARCO in a Sale Notice
as being the effective date of PARCO's assignment to the APA Banks of the PARCO
Interest.

        "Purchase Price" shall mean, at any Purchase Date, an amount equal to
either (a) if the ratings assigned by each Rating Agency to the claims paying
ability of the Surety Provider is investment-grade or above, the Outstanding
Principal Amount or (b) if the ratings assigned by each Rating Agency are not
investment-grade, the Adjusted Liquidity Price, as clauses (a) and (b) shall be
increased by the sum of (i) all accrued and unpaid Discount on all outstanding
Tranches of Commercial Paper issued to fund the Outstanding Principal Amount
from the issuance date(s) thereof to the Purchase Date plus (ii) the aggregate
Discount to accrue on all



                                       5
<PAGE>   9

outstanding Tranches of Commercial Paper issued to fund the Outstanding
Principal Amount from and including the Purchase Date to and excluding the
maturity date of each such Tranche.

        "Purchase Price Deficit" shall have the meaning specified in Section
2.2(b).

        "Purchaser(s)" shall have the meaning specified in Section 5.5(c).

        "Rating Agency" shall mean Moody's, S&P or any other nationally
recognized statistical rating organization from which a rating for the
Commercial Paper was requested by PARCO and is currently in effect.

        "Rating Confirmation" shall mean, with respect to any subject amendment,
modification, waiver or other action to be taken pursuant to the terms of this
Agreement, a confirmation by each of the Rating Agencies that such proposed
amendment, modification, waiver or action shall not result in a downgrade or
withdrawal of each Rating Agency's then current rating of the Commercial Paper
or any other debt securities, rated at the request of PARCO, by each such Rating
Agency.

        "Reduction Percentage" shall mean, with respect to any Purchase for
which the Adjusted Liquidity Price is included in the calculation of the
Purchase Price therefor, the percentage equivalent of a fraction, the numerator
of which is the PARCO Residual Amount for such Purchase and the denominator of
which is the sum of (i) the Adjusted Liquidity Price and (ii) the PARCO Residual
Amount.

        "Sale Notice" shall mean an irrevocable written notice given by an
authorized signer or authorized officer of PARCO (or on behalf of PARCO by
Chase, in its capacity as PARCO's administrative agent) to the Funding Agent
committing to sell, assign and transfer to the APA Banks, the PARCO Interest,
which notice shall designate (a) the applicable Purchase Date, (b) the PARCO
Interest and the Outstanding Principal Amount, (c) the Purchase Price (including
a calculation of the Purchase Price), (d) that no PARCO Insolvency Event has
occurred and (f) wire transfer instructions specifying the account(s) into which
the proceeds of the Purchase Price shall be deposited.

        "Section" shall mean a numbered section of this Agreement unless
otherwise specified.



                                       6
<PAGE>   10

        "Seller" shall mean Onyx Acceptance Corporation, a Delaware corporation,
and its permitted successors and assigns in such capacity.

        "Servicer" shall mean Onyx Acceptance Corporation, a Delaware
corporation, and its permitted successors and assigns in such capacity.

        "S&P" shall mean Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc., and its successors and assigns.

        "Surety Provider" shall mean MBIA Insurance Corporation, a New York
stock insurance company, and its permitted successors and assigns.

        "Transaction Party" shall mean each of the Borrower, the Servicer, the
Seller, the Surety Provider and any Obligor.

        "Transfer Supplement" shall have the meaning specified in Section
5.5(c).

        "Unmatured Event of Default" shall have the meaning specified in the
Definitions List.



                                       7
<PAGE>   11

                                   ARTICLE II

                               PURCHASE COMMITMENT

        SECTION II.1. Liquidity Purchases.

        (a)     Sales by PARCO. From time to time prior to the Commitment Expiry
Date, PARCO shall, following a PARCO Wind-Down Event, be obligated to deliver a
Sale Notice to the Funding Agent. Each Sale Notice shall be delivered by PARCO
to the Funding Agent prior to 12:30 P.M. (New York time) on the Purchase Date
and shall constitute an irrevocable offer by PARCO to sell all of the PARCO
Interest at the Purchase Price. Each Sale Notice shall be deemed to be a
representation and warranty by PARCO that no PARCO Insolvency Event shall have
occurred and be continuing. Each APA Bank hereby agrees to purchase from PARCO
such APA Bank's Pro Rata Share of the PARCO Interest for a purchase price equal
to such APA Bank's Pro Rata Share of the Purchase Price on the Purchase Date
(which date, subject to Section 2.1(b) below, may be the same as the date of the
Sale Notice). Notwithstanding anything to the contrary set forth in this
Agreement, no APA Bank shall have any obligation hereunder to purchase the PARCO
Interest or any portion thereof from PARCO if, on such Purchase Date, any PARCO
Insolvency Event shall have occurred and be continuing. The Funding Agent shall
promptly advise each APA Bank (by telecopy or by telephone call promptly
confirmed in writing by telecopy) of the receipt and content of the Sale Notice
and shall promptly advise PARCO of each APA Bank's Pro Rata Share of the
Purchase Price thereunder. The Purchase Price shall be deposited in immediately
available funds into the account(s) of PARCO specified in the Sale Notice.

        Promptly following the occurrence of a PARCO Wind-Down Event, the
Funding Agent shall notify the Surety Provider.

        (b)     Timing of Sale Notice and Purchase Date. If, at or prior to
12:30 P.M. (New York time) on any Business Day, PARCO delivers the Sale Notice
to the Funding Agent specifying that the Purchase Date shall be the same date as
the date of the Sale Notice, the Funding Agent shall, by no later than 1:00 P.M.
(New York time), notify each APA Bank of such Sale of Notice. Each APA Bank
shall make a purchase of the PARCO Interest by advancing immediately available
funds on such date to PARCO's account at the principal office of the Funding
Agent no later than 2:00 P.M. (New York time). Notwithstanding the fact that the
Purchase Date may occur on a date which is later than the date on which the Sale
Notice is delivered to the Funding Agent, the several obligations of each APA
Bank to accept such transfer and to make payment of the amounts required to be
paid by it pursuant



                                       8
<PAGE>   12

to Section 2.2 shall arise immediately upon receipt by the Funding Agent of the
Sale Notice. Regardless of when the Sale Notice is received, any APA Bank may
designate any one or more of its domestic or foreign branches, offices or
affiliates through which it will fund its Pro Rata Share of the Purchase Price
for a Purchase, and the term "APA Bank" shall include any such branch, office or
affiliate for such purpose.

        SECTION II.2. Several Commitments of the APA Banks. (a) Each APA Bank
hereby absolutely and unconditionally severally commits (except as provided in
Section 2.1(a)) to PARCO and to the Funding Agent to provide the Funding Agent,
on the Purchase Date (if notice has been given in accordance with Section
2.1(b)) at the principal office of the Funding Agent in The City of New York for
delivery to PARCO, with immediately available funds in an amount equal to such
APA Bank's Pro Rata Share of the Purchase Price, whereupon such APA Bank shall
become an assignee of PARCO under the Funding Agreement and the other Operative
Documents with an undivided interest in the Transferred Assets equal to such APA
Bank's Pro Rata Share of the PARCO Interest. The APA Banks' several obligations
under this Section 2.2(a) to provide the Funding Agent with funds shall
terminate on the Commitment Expiry Date. Notwithstanding anything contained in
this Section 2.2(a) or elsewhere in this Agreement to the contrary, no APA Bank
shall be obligated to provide the Funding Agent with aggregate funds in
connection with a Purchase in an amount that would exceed such APA Bank's unused
Commitment then in effect. The failure of any APA Bank to make its Pro Rata
Share of the Purchase Price available to the Funding Agent shall not relieve any
other APA Bank of its obligations hereunder.

        (b)     Defaulting APA Banks. If, by 2:00 P.M. (New York time), one or
more APA Banks (each, a "Defaulting APA Bank", and each APA Bank other than the
Defaulting APA Bank being referred to as a "Non-Defaulting APA Bank") fails to
make its Pro Rata Share of the Purchase Price available to the Funding Agent
pursuant to Section 2.1(a) (the aggregate amount not so made available to the
Funding Agent being herein called the "Purchase Price Deficit"), then the
Funding Agent shall, by no later than 2:30 P.M. (New York time), instruct each
Non-Defaulting APA Bank to pay, by no later than 3:00 P.M. (New York time), in
immediately available funds, to the account designated by the Funding Agent, an
amount equal to the lesser of (x) such Non-Defaulting APA Bank's proportionate
share (based upon the relative Commitments of the Non-Defaulting APA Banks) of
the Purchase Price Deficit and (y) its unused Commitment. A Defaulting APA Bank
shall forthwith, upon demand, pay to the Funding Agent for the ratable benefit
of the Non-Defaulting APA Banks all amounts paid by each Non-Defaulting APA Bank
on behalf of such Defaulting APA Bank, together with interest thereon, for each
day from the date a



                                       9
<PAGE>   13

payment was made by a Non-Defaulting APA Bank until the date such Non-Defaulting
APA Bank has been paid such amounts in full, at a rate per annum equal to the
sum of the Federal Funds Rate plus 2%. In addition, without prejudice to any
other rights that PARCO may have under applicable law, each Defaulting APA Bank
shall pay to PARCO, forthwith upon demand, the difference between the Defaulting
APA Bank's unpaid Pro Rata Share of the Purchase Price and the amount paid with
respect thereto by the Non-Defaulting APA Banks, together with interest thereon,
for each day from the date of the Funding Agent's request for such Defaulting
APA Bank's Pro Rata Share of the Purchase Price pursuant to Section 2.1(b) until
the date the requisite amount is paid to PARCO in full, at a rate per annum
equal to the sum of the Federal Funds Rate plus 2%.

        SECTION II.3. Nonrecourse Nature of Transactions. Each of the Funding
Agent and the APA Banks hereby agrees that all Purchases shall be without
recourse of any kind to PARCO or the Funding Agent, except as expressly provided
in Sections 4.3 and 4.7 with respect to the Funding Agent.

        SECTION II.4. Payments; Indemnity.

        (a)     Payments Generally. On or prior to the Settlement Date, the
Funding Agent shall establish a demand deposit account with Chase for the
benefit of PARCO and the APA Banks (the "Funding Account"), into which all
payments received in respect of the PARCO Interest shall be deposited. The
Funding Agent, on behalf of PARCO and the APA Banks, shall have the sole right
of withdrawal from the Funding Account. For so long as any amounts remain due
and owing to PARCO or the APA Banks hereunder or under the Operative Documents,
the Funding Agent shall distribute all payments received by it pursuant to the
Operative Documents immediately after receipt thereof by withdrawing funds on
deposit in the Funding Account and remitting such funds (i) to PARCO to the
extent of amounts owed to it pursuant to the Operative Documents, and (ii)
immediately after giving effect to the payment in clause (a)(i), if any, to the
APA Banks ratably in accordance with their Pro Rata Shares (calculated without
regard to that portion of the Commitment of a Defaulting APA Bank which such
Defaulting APA Bank failed to fund pursuant to this Agreement). Such transfers
shall be made to the Funding Agent by withdrawing funds on deposit in the
Funding Account and remitting such funds to the accounts of PARCO and the
several APA Banks specified by each of them from time to time.

        (b)     Requests for Indemnity under the Operative Documents. The
Funding Agent shall, at the written request of any APA Bank, make demand of
PARCO for payment of any amounts from time to time claimed by the such APA



                                       10
<PAGE>   14

Banks pursuant to the Operative Documents, and the Funding Agent shall, upon its
receipt of such amounts, distribute them to each such APA Bank.

        (c)     Payments Conditional upon Receipt from PARCO or the Transaction
Parties. Anything in this Agreement to the contrary notwithstanding, the Funding
Agent shall have no obligation to make any payments to the APA Banks unless and
until it has received such amounts from PARCO or the Transaction Parties
pursuant to the Funding Agreement or the other Operative Documents.

        (d)     PARCO Residual Amount. If (i) the Adjusted Liquidity Price is
included in the calculation of the Purchase Price for any Purchase of the PARCO
Interest, and (ii) on the related Purchase Date, the Adjusted Liquidity Price is
less than the Outstanding Principal Amount (the amount of such insufficiency,
the "PARCO Residual Amount"), then, in such event, each APA Bank hereby agrees
that the Funding Agent, for the benefit of PARCO, shall immediately remit to
PARCO its Reduction Percentage of any amounts received by the Funding Agent from
any Transaction Party on any Business Day in respect of either Collections in
respect of interest or any reduction of the Outstanding Principal Amount.

        SECTION II.5. Reduction of Commitments. The Commitment of each APA Bank
and the Aggregate Commitment shall be automatically reduced by the amount of any
permanent reduction of the PARCO Interest pursuant to the Funding Agreement. The
Funding Agent shall notify each APA Bank and each Rating Agency of the
occurrence of any such reduction specified in the immediately preceding sentence
promptly after the Funding Agent (individually or in its capacity as Funding
Agent) becomes aware of the same. In addition to the foregoing, the Commitment
of each APA Bank and the Aggregate Commitment shall be reduced to zero on (i)
the Commitment Expiry Date and (ii) the date an Event of Default has been
declared by the Funding Agent under the Security Agreement (after giving effect
to any Purchases required to be made by the APA Banks under Sections 2.1 and 2.2
hereof).

        SECTION 2.6. Issuance of Commercial Paper. PARCO hereby covenants and
agrees that all Commercial Paper issued by PARCO to fund all or a portion of the
Outstanding Principal Amount shall have maturities not exceeding, from the date
of issuance thereof, the lesser of 270 days and the number of days from and
including such date of issuance to but excluding the fifth (5th) Business Day
prior to the Commitment Expiry Date.



                                       11
<PAGE>   15

                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

        SECTION III.1. PARCO Disclaimer of Representations and Warranties. By
executing and delivering any Sale Notice pursuant to Section 2.2(a), (a) PARCO
makes no representation or warranty and assumes no responsibility with respect
to any statements, warranties or representations made in or in connection with
the Funding Agreement and the other Operative Documents or the execution,
legality, validity, enforceability, genuineness, sufficiency or value of the
Funding Agreement and the other Operative Documents, or any other instrument or
document furnished pursuant thereto or in connection therewith, and (b) PARCO
makes no representation or warranty and assumes no responsibility with respect
to the financial condition of any Transaction Party or the performance or
observance by any Transaction Party of any of its obligations under the Funding
Agreement and the other Operative Documents or any other instrument or document
furnished pursuant thereto or in connection therewith.

        SECTION III.2. Representations and Warranties of the APA Bank. Each of
the APA Banks (a) confirms that it has received copies of the Funding Agreement
and the other Operative Documents; (b) represents and warrants to the Funding
Agent and PARCO that it has, independently and without reliance upon the Funding
Agent (in its capacity as such), PARCO or any other APA Bank, and based on such
documents and information as it has deemed appropriate, made its own appraisal
of and investigation into the business, operations, property, prospects,
financial and other conditions and creditworthiness of the Transaction Parties,
and made its own decision to enter into this Agreement; (c) represents that it
will, independently and without reliance upon the Funding Agent (in its capacity
as such), PARCO or any other APA Bank to make its own credit analysis,
appraisals and decisions in taking or not taking action under this Agreement,
the Funding Agreement and the other Operative Documents, and to make such
investigation as it deems necessary to inform itself as to the business,
operations, property, prospects, financial and other condition and
creditworthiness of the Transaction Parties; (d) appoints and authorizes the
Funding Agent to take such action as agent on its behalf and to exercise such
powers under this Agreement, the Funding Agreement and the other Operative
Documents as are delegated to the Funding Agent by the terms hereof and thereof,
together with such powers as are reasonably incidental thereto; (e) represents
and warrants that it is a corporation or a banking association duly organized
and validly existing under the laws of its jurisdiction of incorporation or
organization and has all corporate power to perform its obligations hereunder;
(f) represents and warrants that no authorization or approval or other action
by, and no notice to or



                                       12
<PAGE>   16

filing with, any governmental authority or regulatory body is required for the
due execution, delivery and performance by it of this Agreement, which has not
otherwise been obtained; (g) represents and warrants that the execution,
delivery and performance of this Agreement are within its corporate powers, have
been duly authorized by all necessary corporate action, do not contravene or
violate (i) its certificate or articles of incorporation or association or
by-laws, (ii) any law, rule or regulation applicable to it, (iii) any
restrictions under any agreement, contract or instrument to which it is a party
or any of its property is bound, or (iv) any order, writ, judgment, award,
injunction or decree binding on or affecting it or its property, and do not
result in the creation or imposition of any adverse claim on its assets, which
contravention or violation in any of the foregoing cases could have a material
adverse effect on its financial condition or its ability to perform its
obligations hereunder; (h) represents and warrants that this Agreement
constitutes its legal, valid and binding obligations enforceable against it in
accordance with their terms, except as such enforcement may be limited by
applicable bankruptcy, insolvency, reorganization or other similar laws relating
to limiting creditors' rights generally and by equitable principles (regardless
of whether such enforceability is considered in a proceeding in equity or at
law); and (i) represents and warrants that this Agreement has been duly
authorized, executed and delivered by it.



                                       13
<PAGE>   17

                                   ARTICLE IV

                                THE FUNDING AGENT

        SECTION IV.1. Appointment. PARCO and each APA Bank hereby irrevocably
designates and appoints Chase as Funding Agent on its behalf under the Operative
Documents and under Section 2.4(a) of this Agreement, and each APA Bank hereby
irrevocably designates and appoints Chase as Funding Agent on its behalf under
this Agreement. In furtherance of the foregoing, PARCO and each APA Bank hereby
authorizes the Funding Agent to take such action on its behalf under the
provisions of this Agreement and the Operative Documents and to exercise such
powers and perform such duties as are expressly delegated to the Funding Agent
by the terms of the Agreement, together with such other powers as are reasonably
incidental thereto. Notwithstanding any provision to the contrary elsewhere in
this Agreement or the other Operative Documents, the Funding Agent shall not
have any duties or responsibilities, except those expressly set forth herein or
therein, or any fiduciary relationship with any APA Bank or PARCO, and no
implied covenants, functions, responsibilities, duties, obligations or
liabilities on the part of the Funding Agent shall be read into this Agreement
or any Operative Document or shall otherwise exist against the Funding Agent.
The provisions of this Article IV are solely for the benefit of the Funding
Agent, PARCO and each APA Bank, and no Transaction Party shall have any rights
as a third-party beneficiary or otherwise under any of the provisions hereof. In
performing its functions and duties solely under this Agreement, subject to the
provisions of Section 5.10 hereof, the Funding Agent shall act solely as the
agent of the APA Banks and does not assume nor shall be deemed to have assumed
any obligation or relationship of trust or agency with or for PARCO.

        SECTION IV.2. Delegation of Duties. The Funding Agent may execute any of
its duties under this Agreement by or through its subsidiaries, affiliates,
agents or attorneys-in-fact and shall be entitled to advice of counsel
concerning all matters pertaining to such duties. The Funding Agent shall not be
responsible for the negligence or misconduct of any agents or attorneys-in-fact
selected by it with reasonable care.

        SECTION IV.3. Exculpatory Provisions. Neither the Funding Agent nor any
of its directors, officers, agents or employees shall be (a) liable for any
action lawfully taken or omitted to be taken by it or them or any Person
described in Section 4.2 under or in connection with this Agreement, the Funding
Agreement or the other Operative Documents (except for its, their or such
Person's own gross negligence or willful misconduct), or (b) responsible in any
manner to any APA



                                       14
<PAGE>   18

Bank for any recitals, statements, representations or warranties contained in
the Funding Agreement or the other Operative Documents or in any certificate,
report, statement or other document referred to or provided for in, or received
under or in connection with, such agreements or for the value, validity,
effectiveness, genuineness, enforceability or sufficiency of the Funding
Agreement or the other Operative Documents, this Agreement or any other document
furnished in connection therewith or herewith, or for any failure of PARCO to
perform its obligations under the Funding Agreement or any other Operative
Document or for the satisfaction of any condition specified in the Funding
Agreement or any other Operative Document. Except as otherwise required under
the Operative Documents, the Funding Agent shall not be under any obligation to
any APA Bank to ascertain or to inquire as to the observance or performance of
any of the agreements or covenants contained in, or conditions of, the Funding
Agreement or the other Operative Documents, or to inspect the properties, books
or records of PARCO or any Transaction Party.

        SECTION IV.4. Reliance by Funding Agent. The Funding Agent shall in all
cases be entitled to rely, and shall be fully protected in relying, upon any
note, writing, resolution, notice, consent, certificate, affidavit, letter,
cablegram, telegram, telecopy, telex or teletype message, statement, order or
other document or conversation believed by it to be genuine and correct and to
have been signed, sent or made by the proper Person or Persons and upon advice
and statements of legal counsel (including, without limitation, counsel to PARCO
and each APA Bank), independent accountants and other experts selected by the
Funding Agent. The Funding Agent shall in all cases be fully justified in
failing or refusing to take any action under this Agreement, the Funding
Agreement, any other Operative Document or any other document furnished in
connection herewith or therewith unless it shall first receive such advice or
concurrence of the Required APA Banks or all of the APA Banks, as applicable, as
it deems appropriate, or it shall first be indemnified to its satisfaction by
the APA Banks against any and all liability, cost and expense which may be
incurred by it by reason of taking or continuing to take any such action. The
Funding Agent shall in all cases be fully protected in acting, or in refraining
from acting, under this Agreement, the Funding Agreement or any other Operative
Document or any other document furnished in connection herewith or therewith in
accordance with a request of the Required APA Banks or all of the APA Banks, as
applicable, and such request and action taken or failure to act pursuant thereto
shall be binding upon all of the APA Banks.

        SECTION IV.5. Notice of Events of Default and other Events. The Funding
Agent shall not be deemed to have knowledge or notice of the occurrence of any
Event of Default or Unmatured Event of Default or PARCO Wind-Down Event unless
the Funding Agent has received notice from any APA Bank, PARCO or any



                                       15
<PAGE>   19

Transaction Party referring to the Funding Agreement or any other Operative
Document stating that an Event of Default or Unmatured Event of Default or PARCO
Wind-Down Event has occurred thereunder and describing such event. If the
Funding Agent receives such a notice, the Funding Agent shall promptly give
notice thereof to each APA Bank and each Rating Agency. Subject to the
provisions of Section 5.1(b), to the extent the Funding Agent is entitled to
consent to or withhold its consent of any waiver or amendment of the Funding
Agreement in accordance with the terms thereof, the Funding Agent shall (a) give
prompt notice to each APA Bank and the Rating Agencies of any such waiver or
amendment of which it is aware, and (b) take such action with respect to such
waiver, amendment, or Event of Default or Unmatured Event of Default as shall be
directed by the Required APA Banks; provided, however, that unless and until the
Funding Agent shall have received such directions, the Funding Agent may (but
shall not be obligated to) take such action, or refrain from taking such action,
with respect to such Event of Default or Unmatured Event of Default, as
applicable, as the Funding Agent shall deem advisable and in the best interests
of the APA Banks.

        SECTION IV.6. Non-Reliance on Funding Agent. PARCO and each of the APA
Banks expressly acknowledges that neither the Funding Agent, nor any of its
officers, directors, employees, agents, attorneys-in-fact or affiliates has made
any representations or warranties to it and that no act by the Funding Agent
hereafter taken, including, without limitation, any review of the affairs of
PARCO or any APA Bank, shall be deemed to constitute any representation or
warranty by the Funding Agent. The Funding Agent shall not have any duty or
responsibility to provide the APA Banks with any credit or other information
concerning the business, operations, property, prospects, financial and other
condition or creditworthiness of PARCO, any APA Bank or any Transaction Party
which may come into the possession of the Funding Agent or any of its officers,
directors, employees, agents, attorneys-in-fact or affiliates.

        SECTION IV.7. Indemnification. Each of the APA Banks agrees to indemnify
the Funding Agent and its officers, directors, employees, representatives and
agents (to the extent not reimbursed by the Borrower or any other Person under
the Operative Documents, and without limiting the obligation of the Borrower or
such other Person to do so in accordance with the terms of the Operative
Documents), from and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind or nature whatsoever (including, without limitation, the reasonable
fees and disbursements of counsel for the Funding Agent or the affected Person
in connection with any investigative, administrative or judicial proceeding
commenced or threatened, whether or not the Funding Agent or such affected
Person shall be designated a party



                                       16
<PAGE>   20

thereto) that may at any time be imposed on, incurred by or asserted against the
Funding Agent or such affected Person as a result of, or arising out of, or in
any way related to or by reason of, any of the transactions contemplated
hereunder or under the Operative Documents or the execution, delivery or
performance of this Agreement, any other Operative Document or any other
document furnished in connection herewith or therewith (but excluding any such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements resulting solely from the gross negligence or
willful misconduct of the Funding Agent or such affected Person).

        SECTION IV.8. Funding Agent in its Individual Capacity. The Funding
Agent and its Affiliates may make loans to, accept deposits from and generally
engage in any kind of business with PARCO or any Transaction Party or any
Affiliate of such Persons as though the Funding Agent were not the Funding Agent
hereunder. With respect to the acquisition of the PARCO Interest pursuant to
this Agreement, the Funding Agent shall have the same rights and powers under
this Agreement as any APA Bank and may exercise the same as though it were not
the Funding Agent, and the term "APA Bank" shall include the Funding Agent in
its individual capacity as an APA Bank.

        SECTION IV.9. Successor Funding Agent. The Funding Agent may, upon five
(5) days' notice to PARCO, the APA Banks and the Rating Agencies, and the
Funding Agent will, upon the direction of APA Banks having 66-2/3% of the Pro
Rata Shares (calculated without regard to the Pro Rata Share of Chase or any
Affiliate of Chase), resign as Funding Agent; provided, in either case, that an
APA Bank agrees to become the successor Funding Agent hereunder in accordance
with the next sentence. If the Funding Agent shall resign as Funding Agent under
this Agreement, then the Required APA Banks during such period shall appoint
from among the APA Banks a successor agent, whereupon such successor agent
shall, with a Rating Confirmation, succeed to the rights, powers and duties of
the Funding Agent, and the term "Funding Agent" shall mean such successor agent,
effective upon its acceptance of such appointment, and the former Funding
Agent's rights, powers and duties as Funding Agent shall be terminated, without
any other or further act or deed on the part of such former Funding Agent or any
of the parties to this Agreement. After the retiring Funding Agent's resignation
hereunder as Funding Agent, the provisions of this Article IV shall inure to its
benefit as to any actions taken or omitted to be taken by it while it was
Funding Agent under this Agreement.

        SECTION IV.10. Chase Conflict Waiver. Chase acts as PARCO Administrative
Agent, as issuing and paying agent for PARCO's Commercial Paper, as provider of
other backup facilities for PARCO, as Funding Agent on behalf of PARCO, the
Surety Provider and the several APA Banks under the Operative



                                       17
<PAGE>   21

Documents, and may provide other services or facilities from time to time (the
"Chase Roles"). Without limiting the generality of Section 4.8, each APA Bank
hereby acknowledges and consents to any and all Chase Roles, waives any
objections it may have to any actual or potential conflict of interest caused by
Chase's acting as the Funding Agent or an APA Bank hereunder and acting as or
maintaining any of the Chase Roles, and agrees that in connection with any Chase
Role, Chase may take, or refrain from taking, any action which it in its
discretion deems appropriate. The APA Banks are hereby notified that PARCO may
delegate responsibility for signing and/or sending Sale Notices to Chase as the
PARCO Administrative Agent.



                                       18
<PAGE>   22

                                    ARTICLE V

                                  MISCELLANEOUS

        SECTION V.1. Waivers; Amendments, etc.

        (a)     No Waiver; Remedies Cumulative. No failure or delay on the part
of the Funding Agent or any APA Bank in exercising any power, right or remedy
under this Agreement shall operate as a waiver thereof, nor shall any single or
partial exercise of any such power, right or remedy preclude any other further
exercise thereof or the exercise of any other power, right or remedy. The rights
and remedies herein provided shall be cumulative and nonexclusive of any rights
and remedies provided by law. Any waiver of this Agreement shall be effective
only for the specific purpose for which given.

        (b)     Amendments, Etc. This Agreement may be amended, supplemented,
modified or waived with the written consent of all parties hereto; provided that
no such amendment, supplement, modification or waiver shall become effective
without prior written notice to each of the Rating Agencies. Notwithstanding the
foregoing, without the consent of the APA Banks, the Funding Agent and PARCO may
amend this Agreement solely to add additional Persons as APA Banks. Any such
amendment, supplement, modification or waiver shall apply to each of the APA
Banks equally and shall be binding upon PARCO, the APA Banks and the Funding
Agent. In the case of any waiver, PARCO, the APA Banks and the Funding Agent
shall be restored to their former positions and rights hereunder.

        (c)     Integration. This Agreement, the Funding Agreement, the other
Operative Documents and the writings referred to in Section 2.4(a) contain a
final and complete integration of all prior expressions by the parties hereto
with respect to the subject matter hereof and shall constitute the entire
agreement among the parties hereto with respect to the subject matter hereof,
superseding all prior oral or written understandings.

        SECTION V.2. Notices. Except as otherwise expressly provided herein, all
communications and notices provided for hereunder shall be in writing and shall
be (a) hand-delivered by messenger, (b) sent by reputable overnight or second
business day courier, or (c) sent by telecopy or similar electronic transmission
directed to the applicable address or telecopy number, as the case may be, set
forth on Exhibit A hereto (as amended from time to time) or at such other
address or telecopy number as any party may hereafter specify in writing to the
Funding Agent



                                       19
<PAGE>   23

for the purpose of receiving notices. Each such notice or other communication
shall be effective only upon receipt thereof.

        SECTION V.3. Governing Law; Submission to Jurisdiction. This Agreement
shall be governed by, and construed in accordance with, the laws of the State of
New York.

        SECTION V.4. Severability; Counterparts; Waiver of Setoff. This
Agreement may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed shall be deemed
to be an original and all of which when taken together shall constitute one and
the same agreement. Any provisions of this Agreement which are prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction. Each APA Bank and the Funding Agent hereby waives any right
of setoff it may have or to which it may be entitled under this Agreement from
time to time against PARCO or its assets.

        SECTION V.5. Successors and Assigns; Participations; Assignments.

        (a)     Successors and Assigns. This Agreement shall be binding upon the
parties hereto and their respective successors and permitted assigns. No APA
Bank may participate, assign or sell any portion of its rights hereunder except
as required by operation of law, in connection with the merger, consolidation or
dissolution of any APA Bank or as provided in this Section 5.5. No assignment
hereunder shall become effective without a Rating Confirmation.

        (b)     Participations. Any APA Bank may, with the consent of the
Funding Agent and in the ordinary course of its business and in accordance with
applicable law, at any time sell to one or more Persons (each, a "Participant")
participating interests in its rights and obligations hereunder and under the
Operative Documents; provided, however, that each Participant shall purchase an
identical percentage in such selling APA Bank's Commitment, unused Commitment
and Funding Balance. Notwithstanding any such sale by an APA Bank of
participating interests to a Participant, such APA Bank's rights and obligations
under this Agreement shall remain unchanged, such APA Bank shall remain solely
responsible for the performance thereof, and PARCO and the Funding Agent shall
continue to deal solely and directly with such APA Bank in connection with such
APA Bank's rights and obligations under this Agreement and the other Operative
Documents. Each APA Bank agrees that any agreement between such APA Bank and any
such Partici-



                                       20
<PAGE>   24

pant in respect of such participating interest shall not restrict such APA
Bank's right to agree to any amendment, supplement, waiver or modification to
this Agreement.

        (c)     Assignments to Purchasers.

                (i)     Any APA Bank may at any time and from time to time, upon
        the prior written consent of PARCO and the Funding Agent, assign to one
        or more accredited investors or other Persons ("Purchaser(s)") all or
        any part of its rights and obligations under this Agreement and the
        other Operative Documents pursuant to a supplement to this Agreement,
        substantially in the form of Exhibit A hereto (each, a "Transfer
        Supplement"), executed by the Purchaser, such selling APA Bank and, as
        applicable, the Funding Agent; and provided however that (A) each
        Purchaser shall purchase an identical percentage in such selling APA
        Bank's Commitment, unused Commitment and Funding Balance, (B) any such
        assignment cannot be for an amount less than the lesser of (1)
        $10,000,000 and (2) such selling APA Bank's Commitment or Funding
        Balance (calculated at the time of such assignment), (C) each Purchaser
        must be (1) a financial institution incorporated in an OECD country and
        rated at least A-1/P-1 (or the equivalent short-term rating) by the
        Rating Agencies and (2) a "qualified institutional buyer" (as defined in
        Rule 144A under the Securities Act of 1933, as amended) and (D) each
        Purchaser shall deliver to the Funding Agent and PARCO an opinion of
        such Purchaser's counsel in substantially the form of Exhibit B hereto.

                (ii)    Each of the APA Banks agrees that in the event that it
        shall cease to have short-term debt ratings of at least A-1 by S&P and
        at least P-1 by Moody's, or, if such APA Bank does not have short-term
        debt which is rated by S&P's and Moody's, in the event that the parent
        corporation of such APA Bank has rated short-term debt, such parent
        corporation ceases to have short-term debt ratings of at least A-1 by
        S&P and at least P-1 by Moody's (each, an "Affected APA Bank"), such
        Affected APA Bank shall be obliged, at the request of PARCO and the
        Funding Agent, to assign all of its rights and obligations hereunder to
        (x) one or more other APA Banks selected by PARCO and the Funding Agent
        which are willing to accept such assignment, or (y) another financial
        institution rated at least A-1/P-1 (or the equivalent short-term rating)
        by the Rating Agencies) nominated by the Funding Agent and consented to
        by PARCO (which consent shall not be unreasonably withheld) and the
        Funding Agent, and willing to participate in this facility through the
        Commitment Expiry Date in the place of such Affected APA Bank; provided
        that (i) the Affected APA Bank receives payment in full,



                                       21
<PAGE>   25

        pursuant to a Transfer Supplement and/or, as applicable, an assignment,
        of an amount equal to the Affected APA Bank's Funding Balance and any
        other amounts due and owing under the Funding Agreement and the other
        Operative Documents in respect of such Affected APA Bank's Funding
        Balance and (ii) such nominated financial institution, if not an
        existing APA Bank, satisfies all the requirements of this Agreement and
        provides the Funding Agent with an opinion of counsel in substantially
        the form of Exhibit B hereto.

                (iii)   Upon (A) execution of a Transfer Supplement, (B)
        delivery of an executed copy thereof to PARCO, the Funding Agent and
        delivery to the Funding Agent and PARCO of an opinion of such
        Purchaser's counsel in substantially the form of Exhibit B hereto, (C)
        payment, if applicable, by the Purchaser to such selling APA Bank of an
        amount equal to the purchase price agreed between such selling APA Bank
        and the Purchaser and (D) receipt by PARCO of a Rating Confirmation,
        such selling APA Bank shall be released from its obligations hereunder
        and under the other Operative Documents to the extent of such assignment
        and the Purchaser shall, for all purposes, be an APA Bank party to this
        Agreement and the Funding Agreement and, if and when applicable, an
        assignee of PARCO's right to receive payments under the Funding
        Agreement and the other Operative Documents and shall have all the
        rights and obligations of an APA Bank under this Agreement and the
        Funding Agreement to the same extent as if it were an original party
        hereto or thereto, and no further consent or action by PARCO, the APA
        Banks or the Funding Agent shall be required. The amount of the assigned
        portion of the selling APA Bank's Funding Balance allocable to the
        Purchaser shall be equal to the Transferred Percentage (as defined in
        the Transfer Supplement) of such selling APA Bank's Funding Balance
        which is transferred thereunder regardless of the purchase price paid
        therefor. Such Transfer Supplement shall be deemed to amend this
        Agreement and the Funding Agreement to the extent, and only to the
        extent, necessary to reflect the addition of the Purchaser as an APA
        Bank and the resulting adjustment of the selling APA Bank's Commitment
        arising from the purchase by the Purchaser of all or a portion of the
        selling APA Bank's rights, obligations, and interest hereunder and under
        the Funding Agreement and the other Operative Documents.

        SECTION V.6. Effectiveness of this Agreement. This Agreement, and the
obligations of the Funding Agent and the APA Banks hereunder, shall become
effective when the Funding Agent has received counterparts hereof, duly executed
by the Funding Agent, PARCO and each of the APA Banks. Upon



                                       22
<PAGE>   26

effectiveness of this Agreement and the Funding Agreement, each APA Bank shall
have all of the rights and benefits of an "APA Bank" under the Funding Agreement
and the other Operative Documents, and each APA Bank shall assume, and be bound
by and liable for, all of the duties and obligations of an "APA Bank" thereunder
to the extent specified therein, in each case as if such rights, benefits,
duties and obligations were set forth in their entirety herein.

        SECTION V.7. No Petition. The Funding Agent and each APA Bank hereby
covenant and agree that, prior to the date which is one year and one day after
the payment in full of all outstanding Commercial Paper of PARCO, such party
will not institute against, or join any other Person in instituting against,
PARCO any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings or other similar proceeding under the laws of any jurisdiction. The
provisions of this Section 5.7 shall survive termination of this Agreement.

        SECTION V.8. Waiver of Trial by Jury. To the extent permitted by
applicable law, the Funding Agent, each APA Bank and PARCO each irrevocably
waive all right of trial by jury in any action, proceeding or counterclaim
arising out of or in connection with this Agreement or the Operative Documents
or any matter arising hereunder or thereunder.

        SECTION V.9. Limited Recourse. Notwithstanding anything to the contrary
contained herein, the obligations of PARCO under this Agreement are solely the
corporate obligations of PARCO and, in the case of obligations of PARCO other
than Commercial Paper, shall be payable at such time as funds are received by or
are available to PARCO in excess of funds necessary to pay in full all
outstanding Commercial Paper and, to the extent funds are not available to pay
such obligations, the claims relating thereto shall not constitute a claim
against PARCO but shall continue to accrue. Each party hereto agrees that the
payment of any claim (as defined in Section 101 of Title 11, United States Code
(Bankruptcy)) of any such party shall be subordinated to the payment in full of
all Commercial Paper.

        No recourse under any obligation, covenant or agreement of PARCO
contained in this Agreement shall be had against any incorporator, stockholder,
officer, director, employee or agent of PARCO, the PARCO Administrative Agent,
the Funding Agent, the Manager or any of their Affiliates (solely by virtue of
such capacity) by the enforcement of any assessment or by any legal or equitable
proceeding, by virtue of any statute or otherwise; it being expressly agreed and
understood that this Agreement is solely a corporate obligation of PARCO
individually, and that no personal liability whatever shall attach to or be
incurred by any incorporator, stockholder, officer, director, member, employee
or agent of PARCO, the PARCO



                                       23
<PAGE>   27

Administrative Agent, the Funding Agent, the Manager or any of their Affiliates
(solely by virtue of such capacity) or any of them under or by reason of any of
the obligations, covenants or agreements of PARCO contained in this Agreement,
or implied therefrom, and that any and all personal liability for breaches by
PARCO of any of such obligations, covenants or agreements, either at common law
or at equity, or by statute, rule or regulation, of every such incorporator,
stockholder, officer, director, employee or agent is hereby expressly waived as
a condition of and in consideration for the execution of this Agreement;
provided that the foregoing shall not relieve any such Person from any liability
it might otherwise have as a result of fraudulent actions taken or omissions
made by them. The provisions of this Section 5.9 shall survive termination of
this Agreement.

        SECTION V.10. Liability of Funding Agent. Notwithstanding any provision
of this Agreement: (i) the Funding Agent shall not have any obligations under
this Agreement other than those specifically set forth herein, and no implied
obligations of the Funding Agent shall be read into this Agreement; and (ii) in
no event shall the Funding Agent be liable under or in connection with this
Agreement for indirect, special, or consequential losses or damages of any kind,
including lost profits, even if advised of the possibility thereof and
regardless of the form of action by which such losses or damages may be claimed.
Neither the Funding Agent nor any of its directors, officers, agents or
employees shall be liable for any action taken or omitted to be taken in good
faith by it or them under or in connection with this Agreement, except for its
or their own gross negligence or willful misconduct. Without limiting the
foregoing, the Funding Agent (a) may consult with legal counsel (including
counsel for PARCO and the APA Banks), independent public accountants and other
experts selected by it and shall not be liable for any action taken or omitted
to be taken in good faith by it in accordance with the advice of such counsel,
accountants or experts, (b) shall not be responsible to PARCO for any
statements, warranties or representations made in or in connection with this
Agreement or the Funding Agreement, (c) shall not be responsible to PARCO for
the due execution, legality, validity, enforceability, genuineness, sufficiency
or value of this Agreement or the Funding Agreement, (d) shall incur no
liability under or in respect of any of the Commercial Paper or other
obligations of PARCO under this Agreement or the Funding Agreement and (e) shall
incur no liability under or in respect of this Agreement or the Funding
Agreement by acting upon any notice (including notice by telephone), consent,
certificate or other instrument or writing (which may be by facsimile) believed
by it to be genuine and signed or sent by the proper party or parties.
Notwithstanding anything else herein or in the Funding Agreement or the other
Operative Documents, it is agreed that where the Funding Agent may be required
under this Agreement or the Funding Agreement or the other Operative Documents
to give notice of any event or condition or to take any action as a result of
the occur-



                                       24
<PAGE>   28

rence of any event or the existence of any condition, the Funding Agent agrees
to give such notice or take such action only to the extent that it has actual
knowledge of the occurrence of such event or the existence of such condition,
and shall incur no liability for any failure to give such notice or take such
action in the absence of such knowledge.



                                       25
<PAGE>   29

        IN WITNESS WHEREOF, the parties hereto have caused this Asset Purchase
Agreement to be executed and delivered by their duty authorized officers or
signatories as of the date hereof.

                                        PARK AVENUE RECEIVABLES
                                        CORPORATION

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

                                        THE CHASE MANHATTAN BANK,
                                        as an APA Bank

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

                                        THE CHASE MANHATTAN BANK,
                                        as Funding Agent

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



<PAGE>   30

                                     ANNEX I

The Chase Manhattan Bank                                            $153,000,000



<PAGE>   31

                                    EXHIBIT A

                          [FORM OF TRANSFER SUPPLEMENT]

        THIS TRANSFER SUPPLEMENT is entered into as of the _____ day of
________, 19__, by and between ____________________ ("Seller") and _____________
("Purchaser").

                             PRELIMINARY STATEMENTS

        A0      This Transfer Supplement is being executed and delivered in
accordance with Section 5.5(c) of that certain Asset Purchase Agreement, dated
as of August 9, 1999 (as amended, supplemented or otherwise modified and in
effect from time to time, the "Agreement"), by and among Park Avenue Receivables
Corporation, a Delaware corporation, a Delaware corporation, the several APA
Banks party thereto from time to time, and The Chase Manhattan Bank, a New York
banking corporation, individually and as Funding Agent. Capitalized terms used
herein and not otherwise defined herein are used with the meanings set forth in,
or incorporated by reference into, the Agreement.

        B0      The Seller is an APA Bank party to the Agreement and the Funding
Agreement, and the Purchaser wishes to become an APA Bank thereunder.

        C0      The Seller is selling and assigning to the Purchaser an
undivided ___% (the "Transferred Percentage") interest in all of Seller's rights
and obligations under the Agreement, the Funding Agreement and the other
Operative Documents, including, without limitation, the Seller's Commitment and
(if applicable) the Seller's Funding Balance as set forth herein.

        The parties hereto hereby agree as follows:

        1       The transfer effected by this Transfer Supplement shall become
effective (the "Transfer Effective Date") two (2) Business Days (or such other
date selected by the Funding Agent in its sole discretion) following the date on
which a transfer effective notice substantially in the form of Schedule II to
this Transfer Supplement ("Transfer Effective Notice") is delivered by the
Funding Agent to PARCO, the Seller and the Purchaser. From and after the
Transfer Effective Date, the Purchaser shall be an APA Bank party to the
Agreement and the Funding Agreement for all purposes thereof as if the Purchaser
were an original party thereto and the Purchaser agrees to be bound by all of
the terms and provisions contained therein.



                                      A-1
<PAGE>   32

        2       If there is no Outstanding Principal Amount on the Transfer
Effective Date, Seller shall be deemed to have hereby transferred and assigned
to the Purchaser, without recourse, representation or warranty (except as
provided in paragraph 6 below), and the Purchaser shall be deemed to have hereby
irrevocably taken, received and assumed from the Seller, the Transferred
Percentage of the Seller's Commitment and all rights and obligations associated
therewith under the terms of the Agreement, including, without limitation, the
Transferred Percentage of the Seller's future funding obligations under Section
2.2(a) of the Agreement.

        3       If there is an Outstanding Principal Amount, at or before 12:00
noon, local time of the Seller, on the Transfer Effective Date, the Purchaser
shall pay to the Seller, in immediately available funds, an amount equal to the
sum of (i) the Transferred Percentage of an amount equal to the Seller's Funding
Balance (such amount, being hereinafter referred to as the "Purchaser's Funding
Balance"); (ii) all accrued but unpaid (whether or not then due) interest
attributable to the Purchaser's Funding Balance; and (iii) accrued but unpaid
fees and other costs and expenses payable in respect of the Purchaser's Funding
Balance for the period commencing upon each date such unpaid amounts commence
accruing, to and including the Transfer Effective Date (the "Purchaser's
Acquisition Cost"), whereupon, the Seller shall be deemed to have transferred
and assigned to the Purchaser, without recourse, representation or warranty
(except as provided in paragraph 6 below), and the Purchaser shall be deemed to
have hereby irrevocably taken, received and assumed from the Seller, the
Transferred Percentage of the Seller's Commitment and its Funding Balance and
all related rights and obligations under the Agreement, the Funding Agreement
and the Operative Documents, including, without limitation, the Transferred
Percentage of the Seller's future funding obligations under Section 2.2(a) of
the Agreement.

        4       Concurrently with the execution and delivery hereof, the Seller
will provide to the Purchaser copies of all documents requested by the Purchaser
which were delivered to such Seller pursuant to the Agreement.

        5       Each of the parties to this Transfer Supplement agrees that at
any time and from time to time upon the written request of any other party, it
will execute and deliver such further documents and do such further acts and
things as such other party may reasonably request in order to effect the
purposes of this Transfer Supplement.

        6       By executing and delivering this Transfer Supplement, the Seller
and the Purchaser confirm to and agree with each other, the Funding Agent and
the APA Banks as follows: (a) other than the representation and warranty that it
has not created any adverse claim upon any interest being transferred hereunder,
the Seller makes no representation or warranty and assumes no responsibility
with respect to any statements, warranties or representations made by any other
Person in or in connection with the Agreement, the



                                      A-2
<PAGE>   33

Funding Agreement or the other Operative Documents or the execution, legality,
validity, enforceability, genuineness, sufficiency or value thereof or any other
instrument or document furnished pursuant thereto or the perfection, priority,
condition, value or sufficiency of any collateral; (b) the Seller makes no
representation or warranty and assumes no responsibility with respect to the
financial condition of PARCO, the Funding Agent, or any Transaction Party or the
performance or observance by PARCO, the Funding Agent or any Transaction Party
of any of their respective obligations under the Agreement, the Funding
Agreement or any other Operative Document or any other instrument or document
furnished pursuant thereto or in connection therewith; (c) the Purchaser
confirms that it has received a copy of the Agreement, the Funding Agreement and
the other Operative Documents, together with such other documents and
information as it has deemed appropriate to make its own credit analysis and
decision to enter into this Transfer Supplement; (d) the Purchaser will,
independently and without reliance upon the Funding Agent, PARCO, or any other
APA Bank, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under the Agreement or the Operative Documents; (e) the
Purchaser appoints and authorizes the Funding Agent to take such action as agent
on its behalf and to exercise such powers under the Agreement as are delegated
to the Funding Agent by the terms thereof, together with such powers as are
reasonably incidental thereto; (f) the Purchaser was not formed for the purpose
of acquiring the interest being acquired hereunder; and (h) the Purchaser agrees
that it will perform in accordance with their terms all of the obligations
which, by the terms of the Agreement, the Funding Agreement and the other
Operative Documents, are required to be performed by it as an APA Bank or as the
holder of PARCO's interest thereunder.

        7       Each party hereto represents and warrants to and agrees with the
Funding Agent that it is aware of and will comply with the provisions of the
Agreement, including, without limitation, Sections 2.2, 5.5(c) and 5.7 thereof.

        8       Schedule I hereto sets forth the revised Commitment of the
Seller and the Commitment of the Purchaser, as well as administrative
information with respect to the Purchaser.

        9       This Transfer Supplement shall be governed by, and construed in
accordance with, the laws of the State of New York.



                                      A-3
<PAGE>   34

        IN WITNESS WHEREOF, the parties hereto have caused this Transfer
Supplement to be executed by their respective duly authorized officers of the
date hereof.


                                        [SELLER]

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

                                        [PURCHASER]

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



                                      A-4
<PAGE>   35

                        SCHEDULE I TO TRANSFER SUPPLEMENT

                      LIST OF PURCHASING OFFICES, ADDRESSES
                       FOR NOTICES AND COMMITMENT AMOUNTS

Date:  ________________, 19__

Transferred Percentage: _____%

<TABLE>
<CAPTION>
                                                                            Pro
           Commitment        Commitment         Outstanding                Rata
Seller     [existing]        [revised]          Funding Balance            Share
------     ----------        ---------          ---------------            -----
<S>        <C>               <C>                <C>                        <C>
</TABLE>



<TABLE>
<CAPTION>
                                                                            Pro
                  Commitment                    Outstanding                 Rata
Purchaser         [initial]                     Funding Balance            Share
---------         ---------                     ---------------            -----
<S>               <C>                           <C>                        <C>
</TABLE>


Address for Notices:


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

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

------------------------
Attention:
Telephone:
Telecopy:



                                      A-5
<PAGE>   36

                       SCHEDULE II TO TRANSFER SUPPLEMENT

                            TRANSFER EFFECTIVE NOTICE

TO:________________________, Seller

   _______________________

   _______________________

TO:_______________________, Purchaser

   _______________________

   _______________________

        The undersigned, as Funding Agent under the Asset Purchase Agreement,
dated as of August 9, 1999 (as amended, supplemented or otherwise modified and
in effect from time to time), by and among Park Avenue Receivables Corporation,
a Delaware corporation, the several APA Banks party thereto from time to time,
and The Chase Manhattan Bank, a New York banking corporation, individually and
as Funding Agent, hereby acknowledges receipt of executed counterparts of a
completed Transfer Supplement dated as of ______, 19__ between ___________, as
Seller, and _____________, as Purchaser. Capitalized terms defined in such
Transfer Supplement are used herein as therein defined or incorporated by
reference therein.

        1       Pursuant to such Transfer Supplement, you are advised that the
Transfer Effective Date will be ___________, 19__.

        2       The Funding Agent each hereby consents to the Transfer
Supplement as required by Section 5.5(c) of the Agreement.

        [3.     Pursuant to such Transfer Supplement, the Purchaser is required
to pay $_______ to the Seller at or before 12:00 noon (local time of the Seller)
on the Transfer Effective Date in immediately available funds.]

                                        Very truly yours,

                                        THE CHASE MANHATTAN BANK,
                                        as Funding Agent

                                        By:
                                           -------------------------------------
                                                  Authorized Signatory



                                      A-6
<PAGE>   37

                                    EXHIBIT B

                           FORM OF OPINION OF COUNSEL

Park Avenue Receivables Corporation          Standard & Poor's Ratings Services
c/o Global Securitization Services, LLC      55 Water Street
25 West 43rd Street, Suite 704               New York, New York  10041
New York, New York  10036

The Chase Manhattan Bank, as                 Moody's Investors Service, Inc.
  Funding Agent, Depositary,                 99 Church Street
  Liquidity Agent, Liquidity Bank,           New York, New York  10007
  L/C Agent and L/C Bank
270 Park Avenue
New York, New York  10017

        Re: Transfer Supplement dated as of __________ with [Name of Bank]

Ladies and Gentlemen:

                We have acted as counsel for [Name of Bank] (the "Bank") in
connection with (i) the Asset Purchase Agreement, dated as of August 9, 1999 (as
amended, supplemented or otherwise modified to the date hereof, the "Agreement";
terms defined therein and not otherwise defined in this letter shall have the
respective meanings ascribed therein), by and among Park Avenue Receivables
Corporation, a Delaware corporation, the several APA Banks party thereto from
time to time, and The Chase Manhattan Bank, a New York banking corporation,
individually and as Funding Agent, and (ii) the Transfer Supplement (the
"Transfer Supplement"), dated as of ____________, 199__, between [Name of
Seller] as "Seller" (as defined therein) and the Bank as "Purchaser" (as defined
therein), consented to by the Funding Agent.

                1. The Bank is a ____________ organized, validly existing and in
good standing under the laws of ____________. The Bank has the corporate power
and authority to execute and deliver the Transfer Supplement and to perform its
obligations under the Agreement.

                2. No governmental approval, which has not been obtained or
taken and is not in full force and effect, is required to authorize, or is
required in connection with, the execution or delivery by the Bank of the
Transfer Supplement or the performance by the Bank of its obligations thereunder
and under the Agreement.



                                      B-1
<PAGE>   38

                3. Neither the execution and delivery of the Transfer Supplement
by the Bank, nor the consummation of the transactions contemplated thereby and
by the Agreement, will contravene, or result in a violation of, any law
applicable to the Bank.

                4. The Transfer Supplement has been duly authorized, executed
and delivered by the Bank, and the Agreement, as amended by the Transfer
Supplement, constitutes the legal, valid and binding obligation of the Bank,
enforceable against the Bank in accordance with its terms, except such
enforceability may be limited by bankruptcy, insolvency, receivership,
conservatorship or other similar laws, regulations and administrative orders of
general application relating to or affecting the enforcement of creditors'
rights in general and the rights of creditors of banks as the same may be
applied in the event of the bankruptcy, insolvency, receivership,
conservatorship or other similar event in respect of the Bank or by general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law).

                5. With the exception of obligations being given priority by
statute or regulation, the obligations of the Bank under the Agreement, as
amended by the Transfer Supplement, will rank pari passu with all obligations of
the Bank which are not contractually subordinated to payment of such
obligations.


                                        Very truly yours,


               [NOTE THAT ADDITIONAL OPINIONS MAY BE REQUIRED FROM
                               FOREIGN APA BANKS]



                                      B-2
<PAGE>   39

                                    EXHIBIT C

                                NOTICE ADDRESSES

If to PARCO:

Park Avenue Receivables Corporation
c/o Global Securitization Services, LLC
25 West 43rd Street, Suite 704
New York, New York  10036
Attention:  Vice President
Telephone:  (212) 302-5151
Telecopy:   (212) 302-8767

If to the Funding Agent or to the APA Banks:

The Chase Manhattan Bank
450 West 33rd Street, 14th Floor
New York, New York  10001
Attention: Structured Finance Services,
           PARCO Manager
Telephone: (212) 946-3478
Telecopy:  (212) 946-8098

with a copy to:

Chase Securities Inc.
270 Park Avenue, 7th Floor
New York, New York  10017
Attention: Tino Luzano
Telephone: (212) 834-5381
Telecopy:  (212) 834-6562



                                      C-1