Execution Copy


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

                               SALE AND SERVICING
                                    AGREEMENT


                                      among


                           CENTREX AUTO TRUST 1996-B,

                                   as Issuer,

                             CENTREX CAPITAL CORP.,

                                   as Sponsor,

             CENTREX CAPITAL AUTOMOBILE ASSETS (NUMBER THREE), INC.

                                  as Depositor

                                       and

                             OXFORD RESOURCES CORP.,

                                   as Servicer

                          Dated as of December 14, 1996

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



<PAGE>

                                    ARTICLE 1

                                   Definitions

SECTION 1.1    Definitions.....................................................1
SECTION 1.2.   Other Definitional Provisions..................................17

                                    ARTICLE 2

                            Conveyance of Receivables

SECTION 2.1.   Conveyance of Receivables......................................18

                                    ARTICLE 3

                                 The Receivables

SECTION 3.1.   Representations and Warranties of Depositor....................19
SECTION 3.2.   Repurchase upon Breach.........................................24
SECTION 3.2.   Custody of Receivable Files....................................24
SECTION 3.3.   Duties of Servicer as Custodian................................25
SECTION 3.5.   Instructions; Authority To Act.................................25
SECTION 3.6.   Custodian's Indemnification....................................26
SECTION 3.7.   Effective Period and Termination...............................26

                                    ARTICLE 4

                   Administration and Servicing of Receivables

SECTION 4.1.   Duties of Servicer.............................................27
SECTION 4.2.   Collection and Allocation of Receivable Payments...............27
SECTION 4.3.   Realization upon Receivables...................................28
SECTION 4.4.   Physical Damage Insurance; Other Insurance.....................28
SECTION 4.5.   Maintenance of Security Interests in Financed Vehicles.........29
SECTION 4.6.   Covenants of Servicer..........................................29
SECTION 4.7.   Purchase of Receivables upon Breach............................29
SECTION 4.8.   Servicing Fee..................................................30
SECTION 4.9.   Servicer's Certificate.........................................30
SECTION 4.10.  Annual Statement as to Compliance; Notice of Default...........30
SECTION 4.11.  Annual Independent Certified Public Accountants' Report........31
SECTION 4.12.  Access to Certain Documentation and Information Regarding 
                 Receivables..................................................31
SECTION 4.13.  Servicer Expenses..............................................32
SECTION 4.14.  Appointment of Subservicer.....................................32

<PAGE>

                                    ARTICLE 5

                  Distributions; Reserve Account; Statements to
                       Certificateholders and Noteholders

SECTION 5.1.   Establishment of Trust Accounts................................32
SECTION 5.2.   Collections....................................................35
SECTION 5.3.   Application of Collections.....................................35
SECTION 5.4.   Additional Deposits............................................36
SECTION 5.5.   Distributions..................................................36
SECTION 5.6.   Reserve Account................................................38
SECTION 5.7.   Advances.......................................................38
SECTION 5.8.   Statements to Certificateholders and Noteholders...............38
SECTION 5.9.   Net Deposits...................................................39
SECTION 5.10.  Rule 144A Information..........................................40

                                    ARTICLE 6

                                  The Depositor

SECTION 6.1.   Representations of Depositor...................................40
SECTION 6.2.   Corporate Existence............................................41
SECTION 6.3.   Liability of Depositor; Indemnities............................42
SECTION 6.4.   Merger or Consolidation of, or Assumption of the Obligations 
                 of, Depositor................................................43
SECTION 6.5.   Limitation on Liability of Depositor and Others................44
SECTION 6.6.   Depositor May Own Certificates or Notes........................44
SECTION 6.7.   Security Interest..............................................44

                                    ARTICLE 7

                                  The Servicer

SECTION 7.1.   Representations of Servicer....................................44
SECTION 7.2.   Indemnities of Servicer........................................46
SECTION 7.3.   Merger or Consolidation of, or Assumption of the Obligations 
                 of, Servicer.................................................47
SECTION 7.4.   Limitation on Liability of Servicer and Others.................48
SECTION 7.5.   Oxford Resources Corp. Not To Resign as Servicer...............48
SECTION 7.6.   Corporate Existence............................................49
ARTICLE 7A     The Sponsor....................................................49
SECTION 7.1A   Representations of Sponsor.....................................50
SECTION 7.2A   Merger or Consolidation of, or Assumption of the Obligations 
                 of, Sponsor..................................................51
SECTION 7.3A   Limitation on Liability of Sponsor and Others..................52
SECTION 7.4A   Corporate Existence............................................52
SECTION 7.5A   Demand Note....................................................53


                                      -ii-
<PAGE>

                                    ARTICLE 8

                                     Default

SECTION 8.1.   Servicer Default...............................................53
SECTION 8.2.   Appointment of Successor.......................................54
SECTION 8.3.   Payment of Servicing Fee; Repayment of Advances................55
SECTION 8.4.   Notification to Noteholders and Certificateholders.............55
SECTION 8.5.   Waiver of Past Defaults........................................55

                                    ARTICLE 9

                                   Termination

SECTION 9.1.   Optional Purchase of All Receivables...........................55
SECTION 9.2.   Mandatory Sale of all Contracts................................57

                                   ARTICLE 10

                      Administrative Duties of the Servicer

SECTION 10.1.  Administrative Duties..........................................59
SECTION 10.2.  Records........................................................61
SECTION 10.3.  Additional Information To Be Furnished to the Issuer...........61

                                   ARTICLE 11

                            Miscellaneous Provisions

SECTION 11.1.  Amendment......................................................61
SECTION 11.2.  Protection of Title to Trust...................................62
SECTION 11.3.  Notices........................................................64
SECTION 11.4.  Assignment.....................................................64
SECTION 11.5.  Limitations on Rights of Others................................64
SECTION 11.6.  Severability...................................................65
SECTION 11.7.  Separate Counterparts..........................................65
SECTION 11.8.  Headings.......................................................65
SECTION 11.9.  Governing Law..................................................65
SECTION 11.10. Assignment to Trustee..........................................65
SECTION 11.11. Nonpetition Covenant...........................................65
SECTION 11.12. Limitation of Liability of Owner Trustee and Trustee...........65
SECTION 11.13. Independence of the Servicer...................................66
SECTION 11.14. No Joint Venture...............................................66


                                     -iii-
<PAGE>

                                    SCHEDULES

Schedule A -       Schedule of Receivables
Schedule B -       Location of Receivables

                                    EXHIBITS

Exhibit A  -       Form of Monthly Securityholder Statement
Exhibit B  -       Form of Servicer's Certificate
Exhibit C  -       Auction Procedures

<PAGE>

                                            SALE AND SERVICING AGREEMENT dated
                                    as of December 14, 1996, among CENTREX AUTO
                                    TRUST 1996-B, a Delaware business trust (the
                                    "Issuer"), CENTREX CAPITAL CORP. (the
                                    "Sponsor"), CENTREX CAPITAL AUTOMOBILE
                                    ASSETS (NUMBER THREE), INC. as Depositor
                                    (the "Depositor") and OXFORD RESOURCES
                                    CORP., as servicer (the "Servicer").

      WHEREAS the Issuer desires to purchase a portfolio of receivables arising
in connection with motor vehicle retail installment sale contracts generally
purchased by the Originators from motor vehicle dealers, certain of which
receivables were sold to the Conduit pursuant to the Conduit Agreement, all of
which recievables were acquired by the Depositor pursuant to the Loan Purchase
Agreement;

      WHEREAS the Sponsor as of the date hereof has caused the Depositor to form
the Issuer;

      WHEREAS the Depositor is willing to sell such receivables to the Issuer
and assign its rights but none of its obligations under the Loan Purchase
Agreement to the Issuer; and

      WHEREAS the Servicer is willing to service such receivables.

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

                                   ARTICLE 1

                                  Definitions

      SECTION 1.1. Definitions. Whenever used in this Agreement, the following
words and phrases shall have the following meanings:

      "Adviser" has the meaning specified in Section 9.2.

      "Actuarial Receivable" means any Receivable under which the portion of a
payment allocable to principal and the portion of a payment allocable to
interest is determined in accordance with the Scheduled Payment.

      "Advance" means the amount, as of the close of business on the last day of
a Collection Period, which the Servicer is required to advance on the related
Actuarial Receivable pursuant to Section 5.7(a).

      "Aggregate Net Losses" means, with respect to a Collection Period, the
aggregate principal balance of all Receivables newly designated during such
Collection Period as Liquidated Receivables minus Liquidation Proceeds collected
during such Collection Period with respect to all Liquidated Receivables.

<PAGE>

      "Agreement" means this Sale and Servicing Agreement, as the same may be
amended and supplemented from time to time.

      "Amount Financed" with respect to a Receivable means the amount advanced
under the Receivable toward the purchase price of the Financed Vehicle and any
related costs.

      "Annual Percentage Rate" or "APR" of a Receivable means the annual rate of
finance charges stated in the related Contract.

      "Auction" has the meaning specified in Section 9.2.

      "Auction Procedures" has the meaning specified in Section 9.2.

      "Auction Property has the meaning specified in Section 9.2.

      "Available Principal" means, with respect to any Distribution Date, the
sum of the following amounts without duplication: (a) that portion of all
collections on the Receivables allocable to principal in respect of the
preceding Collection Period using (x) in the case of a Simple Interest
Receivable, the Simple Interest Method and (y) in the case of an Actuarial
Receivable, the actuarial method (including, with respect to Actuarial
Receivables, amounts withdrawn from the Payahead Account and allocable to
principal and excluding amounts deposited into the Payahead Account and
allocable to principal, in each case, in respect of the preceding Collection
Period); (b) Liquidation Proceeds attributable to the principal amount of
Receivables which became Liquidated Receivables during the preceding Collection
Period in accordance with the Servicer's customary servicing procedures; (c) all
Advances made by the Servicer of principal due on the Actuarial Receivables in
respect of the preceding Collection Period; (d) to the extent attributable to
principal, the Purchase Amount of each Receivable repurchased by the Depositor
or the Sponsor or purchased by the Servicer as of the close of business on the
last day of the preceding Collection Period; and (e) partial prepayments on
Receivables in respect of the preceding Collection Period relating to refunds of
extended warranty contract costs or of credit life or disability insurance
policy premiums, but only if such costs or premiums were financed by the
respective Obligor and only to the extent not included in clause (a) above;
provided, however, that in calculating the Available Principal all payments and
proceeds (including Liquidation Proceeds) of any Receivables (i) repurchased by
the Depositor or the Sponsor or purchased by the Servicer the Purchase Amount of
which has been included in the Available Principal on a prior Distribution Date,
and (ii) distributed to the Servicer, with respect to such Distribution Date, as
reimbursement for Outstanding Advances in accordance with Section 5.7 shall all
be excluded.

      "Balloon Loan" means a Receivable originated with a stated maturity of
less than the period of time of the corresponding amortization schedule.

      "Balloon Payment" means the final payment required to be made under a
Balloon Loan.


                                      -2-
<PAGE>

      "Basic Documents" means the Certificate of Trust, the Trust Agreement, the
Indenture, the Loan Purchase Agreement, the Depository Agreements and other
documents and certificates delivered in connection therewith.

      "Certificate" means a Trust Certificate (as defined in the Trust
Agreement).

      "Certificate Balance" equals, initially, $4,605,002 and, thereafter,
equals the initial Certificate Balance, reduced by all amounts allocable to
principal previously distributed to Certificateholders.

      "Certificate Distribution Account" has the meaning assigned to such term
in the Trust Agreement.

      "Certificate Pool Factor" as of the close of business on a Distribution
Date means a seven-digit decimal figure equal to the Certificate Balance (after
giving effect to distributions made on such date) divided by the initial
Certificate Balance. The Certificate Pool Factor will be 1.0000000 as of the
Cutoff Date; thereafter, the Certificate Pool Factor will decline to reflect
reductions in the Certificate Balance.

      "Certificate Rate" means 6.60% per annum.

      "Certificateholder" has the meaning assigned to such term in the Trust
Agreement.

      "Certificateholders' Distributable Amount" means, with respect to any
Distribution Date, the sum of the Certificateholders' Interest Distributable
Amount and the Certificateholders' Principal Distributable Amount.

      "Certificateholders' Interest Carryover Shortfall" means, with respect to
any Distribution Date, the excess of the Certificateholders' Monthly Interest
Distributable Amount for the preceding Distribution Date and any outstanding
Certificate- holders' Interest Carryover Shortfall on such preceding
Distribution Date, over the amount in respect of interest at the Certificate
Rate that is actually deposited in the Certificate Distribution Account on such
preceding Distribution Date, plus interest on such excess, to the extent
permitted by law, at the Certificate Rate from and including such preceding
Distribution Date to but excluding the current Distribution Date.

      "Certificateholders' Interest Distributable Amount" means, with respect to
any Distribution Date, the sum of the Certificateholders' Monthly Interest
Distributable Amount for such Distribution Date and the Certificateholders'
Interest Carryover Shortfall for such Distribution Date. Interest shall be
computed on the basis of a 360-day year of twelve 30-day months for purposes of
this definition.

      "Certificateholders' Monthly Interest Distributable Amount" means, with
respect to any Distribution Date, the product of (i) one-twelfth of the
Certificate Rate (or, in the case of the first Distribution Date, the
Certificate Rate multiplied by a fraction, the numerator of which is the number
of days elapsed from and including the Closing Date to but excluding such


                                      -3-
<PAGE>

Distribution Date and the denominator of which is 360) and (ii) the Certificate
Balance on the immediately preceding Distribution Date, after giving effect to
all payments of principal to the Certificateholders on or prior to such
Distribution Date (or, in the case of the first Distribution Date, the
Certificate Balance on the Closing Date).

      "Certificateholders' Monthly Principal Distributable Amount" means, with
respect to any Distribution Date, the Certificateholders' Percentage of the
Principal Distribution Amount or, with respect to any Distribution Date on or
after the Distribution Date on which the outstanding principal balance of the
Notes is reduced to zero, 100% of the Principal Distribution Amount (less any
amount required on the first such Distribution Date to reduce the outstanding
principal balance of the Notes to zero, which shall be deposited into the Note
Distribution Account).

      "Certificateholders' Percentage" means 100% minus the Noteholders'
Percentage.

      "Certificateholders' Principal Carryover Shortfall" means, as of the close
of any Distribution Date, the excess of the Certificateholders' Monthly
Principal Distributable Amount and any outstanding Certificateholders' Principal
Carryover Shortfall from the preceding Distribution Date, over the amount in
respect of principal that is actually deposited in the Certificate Distribution
Account on such current Distribution Date.

      "Certificateholders' Principal Distributable Amount" means, with respect
to any Distribution Date, the sum of the Certificateholders' Monthly Principal
Distributable Amount for such Distribution Date and the Certificateholders'
Principal Carryover Shortfall as of the close of the preceding Distribution
Date; provided, however, that the Certificate-holders' Principal Distributable
Amount shall not exceed the Certificate Balance. In addition, on the Certificate
Final Scheduled Distribution Date, the principal required to be distributed to
Certificateholders will include the lesser of (a) any payments of principal due
and remaining unpaid on each Receivable in the Trust as of the last day of the
Collection Period preceding the Certificate Final Scheduled Distribution Date or
(b) the portion of the amount that is necessary (after giving effect to the
other amounts to be deposited in the Certificate Distribution Account on such
Distribution Date and allocable to principal) to reduce the Certificate Balance
to zero, in either case after giving effect to any required distribution of the
Noteholders' Principal Distributable Amount to the Note Distribution Account. In
addition, on any Distribution Date on which, after giving effect to all
distributions to the Servicer, the Noteholders and the Certificateholders on
such Distribution Date, (i) the outstanding principal balance of the Notes is
zero and (ii) the amount on deposit in the Reserve Account is equal to or
greater than the Certificate Balance, Certificateholders' Principal
Distributable Amount shall include an amount equal to such Certificate Balance.

      "Closing Date" means December 19, 1996.

      "Collection Account" means the account designated as such, established and
maintained pursuant to Section 5.1.


                                      -4-
<PAGE>

      "Collection Period" means a calendar month, except with respect to the
first Collection Period, which shall be the period from the Cutoff Date to
December 31, 1996. Any amount stated "as of the close of business on the last
day of a Collection Period" shall give effect to the following calculations as
determined as of the end of the day on such last day: (1) all applications of
collections, (2) all current and previous Payaheads, (3) all applications of
Payahead Balances, (4) all Advances and reductions of Outstanding Advances and
(5) all distributions to be made on the immediately following Distribution Date.

      "Computer Tape" means the computer tapes furnished to the Trustee
describing certain characteristics of the Receivables as of the Cutoff Date.

      "Conduit" means Centrex Capital Automobile Assets (Number Four), Inc.

      "Conduit Agreement" means the Conduit Agreement dated as of December 4,
1996 between the Originators and the Conduit.

      "Contract" means a motor vehicle retail installment sale contract.

      "Cram Down Loss" means, with respect to a Receivable if a court of
appropriate jurisdiction in a bankruptcy or insolvency proceeding shall have
issued an order reducing the amount owed on such Receivable or otherwise
modifying or restructuring the scheduled payments to be made on such Receivable,
an amount equal to (i) the excess of the principal balance of such Receivable
immediately prior to such order over the principal balance of such Receivable as
so reduced and/or (ii) if such court shall have issued an order reducing the
effective rate of interest on such Receivable, the net present value (using as
the discount rate the higher of the APR on such Receivable or the rate of
interest, if any, specified by the court in such order) of the scheduled
payments as so modified or restructured. A "Cram Down Loss" shall be deemed to
have occurred on the date of issuance of such order.

      "Cumulative Net Loss Ratio" means, with respect to any Distribution Date,
a fraction, expressed as a percentage, the numerator of which is an amount equal
to the excess of (i) the cumulative amount of Realized Losses and Cram Down
Losses from the Cutoff Date through the last day of the related Collection
Period over (ii) the cumulative amount of Recoveries from the Cutoff Date
through the last day of the related Collection Period and the denominator of
which is the Initial Pool Balance.

      "Cutoff Date" means December 14, 1996.

      "Dealer" means a motor vehicle dealer who sold a Financed Vehicle and who
originated and assigned the respective Receivable to an Originator under an
existing agreement between such Dealer and such Originator.

      "Dealer Agreement" means any agreement between a Dealer and an Originator
relating to the acquisition of Receivables from a Dealer by such Originator.


                                      -5-
<PAGE>

      "Delinquency Percentage" means, with respect to a Collection Period, the
ratio of (a) the outstanding principal balance of all outstanding Receivables 60
days or more delinquent (which amount shall include Receivables in respect of
Financed Vehicles that have been repossessed but not yet sold or otherwise
liquidated) as of the last day of such Collection Period, determined in
accordance with the Servicer's normal practices, divided by (b) the outstanding
principal balance of all Receivables on the last day of such Collection Period.

      "Delivery" when used with respect to Trust Account Property means:

            (a) with respect to bankers' acceptances, commercial paper,
negotiable certificates of deposit and other obligations that constitute
"instruments" within the meaning of Section 9.105(1)(i) of the UCC and are
susceptible of physical delivery, transfer thereof to the Trustee or its nominee
or custodian by physical delivery to the Trustee or its nominee or custodian
endorsed to, or registered in the name of, the Trustee or its nominee or
custodian or endorsed in blank, and, with respect to a certificated security (as
defined in Section 8-102 of the UCC) transfer thereof (i) by delivery of such
certificated security endorsed to, or registered in the name of, the Trustee or
its nominee or custodian or endorsed in blank to a financial intermediary (as
defined in Section 8-313 of the UCC) and the making by such financial
intermediary of entries on its books and records identifying such certificated
securities as belonging to the Trustee or its nominee or custodian and the
sending by such financial intermediary of a confirmation of the purchase of such
certificated security by the Trustee or its nominee or custodian, or (ii) by
delivery thereof to a "clearing corporation" (as defined in Section 8-102(3) of
the UCC) and the making by such clearing corporation of appropriate entries on
its books reducing the appropriate securities account of the transferor and
increasing the appropriate securities account of a financial intermediary by the
amount of such certificated security, the identification by the clearing
corporation of the certificated securities for the sole and exclusive account of
the financial intermediary, the maintenance of such certificated securities by
such clearing corporation or a "custodian bank" (as defined in Section 8-102(4)
of the UCC) or the nominee of either subject to the clearing corporation's
exclusive control, the sending of a confirmation by the financial intermediary
of the purchase by the Trustee or its nominee or custodian of such securities
and the making by such financial intermediary of entries on its books and
records identifying such certificated securities as belonging to the Trustee or
its nominee or custodian (all of the foregoing, "Physical Property"), and, in
any event, any such Physical Property in registered form shall be in the name of
the Trustee or its nominee or custodian; and such additional or alternative
procedures as may hereafter become appropriate to effect the complete transfer
of ownership of any such Trust Account Property to the Trustee or its nominee or
custodian, consistent with changes in applicable law or regulations or the
interpretation thereof;

            (b) with respect to any securities issued by the U.S. Treasury, the
Federal Home Loan Mortgage Corporation or by the Federal National Mortgage
Association that is a book-entry security held through the Federal Reserve
System pursuant to Federal book-entry regulations, the following procedures, all
in accordance with applicable law, including applicable Federal regulations and
Articles 8 and 9 of the UCC: book-entry registration of such Trust Account
Property to an appropriate book-entry account maintained with a Federal 


                                      -6-
<PAGE>

Reserve Bank by a financial intermediary which is also a "depository" pursuant
to applicable Federal regulations and issuance by such financial intermediary of
a deposit advice or other written confirmation of such book-entry registration
to the Trustee or its nominee or custodian of the purchase by the Trustee or its
nominee or custodian of such book-entry securities; the making by such financial
intermediary of entries in its books and records identifying such book-entry
security held through the Federal Reserve System pursuant to Federal book-entry
regulations as belonging to the Trustee or its nominee or custodian and
indicating that such custodian holds such Trust Account Property solely as agent
for the Trustee or its nominee or custodian; and such additional or alternative
procedures as may hereafter become appropriate to effect complete transfer of
ownership of any such Trust Account Property to the Trustee or its nominee or
custodian, consistent with changes in applicable law or regulations or the
interpretation thereof; and

            (c) with respect to any item of Trust Account Property that is an
uncertificated security under Article 8 of the UCC and that is not governed by
clause (b) above, registration on the books and records of the issuer thereof in
the name of the financial intermediary, the sending of a confirmation by the
financial intermediary of the purchase by the Trustee or its nominee or
custodian of such uncertificated security, the making by such financial
intermediary of entries on its books and records identifying such uncertificated
certificates as belonging to the Trustee or its nominee or custodian.

      "Depositor" means Centrex Capital Automobile Assets (Number Three), Inc.,
as the depositor of the Receivables, and each successor to Centrex Capital
Automobile Assets (Number Three), Inc., (in the same capacity) to the extent
permitted hereunder.

      "Depository Agreements" mean the Certificate Depository Agreement and the
Note Depository Agreement.

      "Determination Date" means, with respect to any Distribution Date, the
earlier of the eighth Business Day of the month in which a Distribution Date
occurs and the fourth Business Day preceding such Distribution Date.

      "Distribution Date" means, with respect to each Collection Period, the
fifteenth day of the following month, or if such day is not a Business Day, the
immediately following Business Day, commencing in January 1997.

      "Eligible Deposit Account" means either (a) a segregated account with an
Eligible Institution or (b) a segregated trust account with the corporate trust
department of a depository institution (other than the Depositor or any
affiliate of the Depositor) organized under the laws of the United States of
America or any one of the states thereof or the District of Columbia (or any
domestic branch of a foreign bank), having corporate trust powers and acting as
trustee for funds deposited in such account, so long as any of the securities of
such depository institution have a credit rating from each Rating Agency in one
of its generic rating categories which signifies investment grade.


                                      -7-
<PAGE>

      "Eligible Institution" means a depository institution (other than the
Depositor or any affiliate of the Depositor) organized under the laws of the
United States of America or any one of the states thereof or the District of
Columbia (or any domestic branch of a foreign bank), which (i) has (A) either a
long-term senior unsecured debt rating of AAA or a short-term senior unsecured
debt or certificate of deposit rating of A-l+ or better by Standard & Poor's and
(B)(1) a long-term senior unsecured debt rating of Al or better and (2) a
short-term senior unsecured debt rating of P-l or better by Moody's, or any
other long-term, short-term or certificate of deposit rating acceptable to the
Rating Agencies and (ii) whose deposits are insured by the Federal Deposit
Insurance Corporation. If so qualified, the Owner Trustee or the Trustee may be
considered an Eligible Institution.

      "Eligible Investments" mean book-entry securities, negotiable instruments
or securities represented by instruments in bearer or registered form which
evidence:

            (a) direct obligations of, and obligations fully guaranteed as to
timely payment by, the United States of America;

            (b) demand deposits, time deposits or certificates of deposit of any
depository institution (including the Depositor or any Affiliate of the
Depositor) or trust company incorporated under the laws of the United States of
America or any state thereof or the District of Columbia (or any domestic branch
of a foreign bank) and subject to supervision and examination by Federal or
state banking or depository institution authorities (including depository
receipts issued by any such institution or trust company as custodian with
respect to any obligation referred to in clause (a) above or portion of such
obligation for the benefit of the holders of such depository receipts);
provided, however, that at the time of the investment or contractual commitment
to invest therein (which shall be deemed to be made again each time funds are
reinvested following each Distribution Date), the commercial paper or other
short-term senior unsecured debt obligations (other than such obligations the
rating of which is based on the credit of a Person other than such depository
institution or trust company) of such depository institution or trust company
shall have a credit rating from Standard & Poor's of A-1+ and from Moody's of
P-1;

            (c) commercial paper (including commercial paper of the Depositor or
any Affiliate of the Depositor) having, at the time of the investment or
contractual commitment to invest therein, a rating from Standard & Poor's of
A-1+ and from Moody's of P-1;

            (d) investments in money market funds (including funds for which the
Depositor, the Trustee or the Owner Trustee or any of their respective
Affiliates is investment manager or advisor) having a rating from Standard &
Poor's of AAA-m or AAAm-G and from Moody's of Aaa;

            (e) bankers' acceptances issued by any depository institution or
trust company referred to in clause (b) above;


                                      -8-
<PAGE>

            (f) repurchase obligations with respect to any security that is a
direct obligation of, or fully guaranteed by, the United States of America or
any agency or instrumentality thereof the obligations of which are backed by the
full faith and credit of the United States of America, in either case entered
into with a depository institution or trust company (acting as principal)
referred to in clause (b) above; and

            (g) any other investment which would not cause either Rating Agency
to downgrade or withdraw its then current rating of the Notes or the
Certificates.

      "Final Scheduled Distribution Date" means with respect to (i) the Notes,
the September 2004 Distribution Date and (ii) the Certificates, the September
2004 Distribution Date.

      "Final Scheduled Maturity Date" means December 31, 2003.

      "Financed Vehicle" means a new or used automobile, (including passenger
car, minivan, sport/utility vehicle or light truck) together with all accessions
thereto, securing an Obligor's indebtedness under the respective Receivable.

      "GP Interest" means the 1% interest in the Trust held by the Depositor
pursuant to the Trust Agreement.

      "Indenture" means the Indenture dated as of December 14, 1996, between the
Issuer and the Trustee, as the same may be amended and supplemented from time to
time.

      "Initial Pool Balance" means the Pool Balance as of the Cutoff Date, which
is $92,005,002.11.

      "Insolvency Event" means, with respect to a specified Person, (a) the
filing 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
(including any receiver appointed under the Financial Institutions Reform,
Recovery and Enforcement Act of 1989, as amended), 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, and such decree or order shall remain unstayed and in
effect for a period of 60 consecutive 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 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.


                                      -9-
<PAGE>

      "Interest Distribution Amount" means, with respect to any Distribution
Date, the sum of the following amounts without duplication: (a) that portion of
all collections on the Receivables allocable to interest in respect of the
preceding Collection Period using (x) in the case of a Simple Interest
Receivable, the Simple Interest Method and (y) in the case of an Actuarial
Receivable, the actuarial method (including, with respect to Actuarial
Receivables, amounts withdrawn from the Payahead Account and allocable to
interest, and excluding amounts deposited into the Payahead Account and
allocable to interest, in each case in respect of the preceding Collection
Period); (b) Liquidation Proceeds attributable to interest on the Receivables
which became Liquidated Receivables during the preceding Collection Period in
accordance with the Servicer's customary servicing procedures; (c) all Advances
made by the Servicer of interest due on the Actuarial Receivables; (d) the
Purchase Amount of each Receivable repurchased by the Depositor or the Sponsor
or purchased by the Servicer as of the close of business on the last day of the
preceding Collection Period to the extent attributable to accrued interest on
such Receivable; (e) Recoveries for such Collection Period and (f) Investment
Earnings for such Distribution Date; provided, however, that in calculating the
Interest Distribution Amount (i) all payments and proceeds (including
Liquidation Proceeds) of any Receivables repurchased by the Depositor or the
Sponsor or purchased by the Servicer the Purchaser Amount of which has been
included in the Interest Distribution Amount on a prior Distribution Date, and
(ii) distributed to the Servicer with respect to such Distribution Date, as
reimbursement for Outstanding Advances in accordance with Section 5.7 shall all
be excluded.

      "Investment Earnings" means, with respect to any Distribution Date, the
investment earnings (net of losses and investment expenses) on amounts on
deposit in the Trust Accounts (except the Payahead Account) and the Certificate
Distribution Account to be deposited into the Collection Account on such
Distribution Date pursuant to Section 5.1(b).

      "Issuer" means Centrex Auto Trust 1996-B.

      "Lien" means a security interest, lien, charge, pledge or encumbrance of
any kind, other than tax liens, mechanics' liens and any liens which attach to
the respective Receivable by operation of law as a result of any act or omission
by the related Obligor.

      "Liquidated Receivables" means, Receivables (i) which have been liquidated
by the Servicer through the sale of the related Financed Vehicle, (ii) as to
which all or a portion representing 10% or more of a scheduled payment due is
150 or more days delinquent or (iii) with respect to which proceeds have been
received which, in the Servicer's judgment, constitute the final amounts
recoverable in respect of such Receivable.

      "Liquidation Distribution Date" has the meaning specified in Section 9.2.

      "Liquidation Proceeds" means, with respect to any Liquidated Receivable,
the moneys collected in respect thereof, from whatever source (other than any
proceeds from any Dealer commission) on a Liquidated Receivable during the
Collection Period in which such Receivable became a Liquidated Receivable, net
of the sum of any amounts expended by the 


                                      -10-
<PAGE>

Servicer in connection with such liquidation and any amounts required by law to
be remitted to the Obligor on such Liquidated Receivable.

      "Loan Purchase Agreement" means the Loan Purchase Agreement dated as of
December 14, 1996 among the Sellers, and the Depositor.

      "Moody's" means Moody's Investors Service, Inc., or its successor.

      "Net Losses" means the sum of Realized Losses and Cram Down Losses minus
Recoveries for any Collection Period.

      "Note Distribution Account" means the account designated as such,
established and maintained pursuant to Section 5.1.

      "Note Pool Factor" for the Notes as of the close of business on a
Distribution Date means a seven-digit decimal figure equal to the outstanding
principal balance of Notes divided by the original outstanding principal balance
of the Notes. The Note Pool Factor for the Notes will be 1.0000000 as of the
Cutoff Date; thereafter, the Note Pool Factor for the Notes will decline to
reflect reductions in the outstanding principal balance of the Notes.

      "Noteholders' Distributable Amount" means, with respect to any
Distribution Date, the sum of the Noteholders' Principal Distributable Amount
and the Noteholders' Interest Distributable Amount.

      "Noteholders' Interest Carryover Shortfall" means, with respect to any
Distribution Date, the excess of the Noteholders' Monthly Interest Distributable
Amount for the preceding Distribution Date and any outstanding Noteholders'
Interest Carryover Shortfall on such preceding Distribution Date, over the
amount in respect of interest that is actually deposited in the Note
Distribution Account on such preceding Distribution Date, plus interest on the
amount of interest due but not paid to Noteholders on the preceding Distribution
Date, to the extent permitted by law, at the Interest Rate from such preceding
Distribution Date through the current Distribution Date.

      "Noteholders' Interest Distributable Amount" means, with respect to any
Distribution Date, the sum of the Noteholders' Monthly Interest Distributable
Amount for such Distribution Date and the Noteholders' Interest Carryover
Shortfall for such Distribution Date. Interest shall be computed on the basis of
a 360 day year of twelve 30-day months.

      "Noteholders' Monthly Interest Distributable Amount" means, with respect
to any Distribution Date, the product of (i) one-twelfth of the Interest Rate
(or, in the case of the first Distribution Date, the Interest Rate multiplied by
a fraction, the numerator of which is the number of days elapsed from and
including the Closing Date to but excluding such Distribution Date and the
denominator of which is 360) and (ii) the outstanding principal balance of the
Notes on the immediately preceding Distribution Date, after giving effect to all
distributions of principal to Noteholders on such Distribution Date (or, in the
case of the first Distribution Date, on the Closing Date).


                                      -11-
<PAGE>

      "Noteholders' Monthly Principal Distributable Amount" means, with respect
to any Distribution Date, the Noteholders' Percentage of the Principal
Distribution Amount.

      "Noteholders' Percentage" means 100% until the point in time at which the
Notes have been paid in full and zero thereafter.

      "Noteholders' Principal Carryover Shortfall" means, as of the close of any
Distribution Date, the excess of the Noteholders' Monthly Principal
Distributable Amount and any outstanding Noteholders' Principal Carryover
Shortfall from the preceding Distribution Date over the amount in respect of
principal that is actually deposited in the Note Distribution Account.

      "Noteholders' Principal Distributable Amount" means, with respect to any
Distribution Date, the sum of the Noteholder's Monthly Principal Distributable
Amount for such Distribution Date and the Noteholders' Principal Carryover
Shortfall as of the close of the preceding Distribution Date; provided, however,
that the Noteholders' Principal Distributable Amount shall not exceed the
outstanding principal balance of the Notes. In addition, on the Final Scheduled
Distribution Date of the Notes, the principal required to be deposited in the
Note Distribution Account will include the amount necessary (after giving effect
to the other amounts to be deposited in the Note Distribution Account on such
Distribution Date and allocable to principal) to reduce the Outstanding Amount
of such Notes to zero.

      "Obligor" on a Receivable means the purchaser or co-purchasers of the
Financed Vehicle and any other Person who owes payments under the Receivable.

      "Officers' Certificate" means a certificate signed by (a) the president,
any senior vice president or any vice president and (b) a secretary or assistant
secretary of the Depositor, the Sponsor or the Servicer, as appropriate,
provided that no one person may sign in a capacity fulfilling both clause (a)
and clause (b).

      "Originators" means the subsidiaries of the Sponsor which sold Receivables
to the Depositor pursuant to the Loan Purchase Agreement or to the Conduit
pursuant to the Conduit Agreement.

      "Outstanding Advances" on the Actuarial Receivables means the sum, as of
the close of business on the last day of a Collection Period, of all Advances as
reduced as provided in Section 5.7(a).

      "Owner Trust Estate" has the meaning assigned to such term in the Trust
Agreement.

      "Owner Trustee" means Bankers Trust (Delaware), not in its individual
capacity but solely as Owner Trustee under the Trust Agreement, its successors
in interest or any successor Owner Trustee under the Trust Agreement.


                                      -12-
<PAGE>

      "Payahead" on an Actuarial Receivable means the amount, as of the close of
business on the last day of a Collection Period, computed in accordance with
Section 5.3 with respect to such Receivable.

      "Payahead Account" means the account designated as such, established and
maintained pursuant to Section 5.1.

      "Payahead Balance" on an Actuarial Receivable means the sum, as of the
close of business on the last day of a Collection Period, of all Payaheads made
by or on behalf of the Obligor with respect to such Actuarial Receivable, as
reduced by applications of previous Payaheads with respect to such Actuarial
Receivable, pursuant to Sections 5.3 and 5.7.

      "Person" means any individual, corporation, estate, partnership, joint
venture, association, joint stock company, trust (including any beneficiary
thereof), unincorporated organization or government or any agency or political
subdivision thereof.

      "Physical Property" has the meaning assigned to such term in the
definition of "Delivery" above.

      "Pool Balance" as of the close of business on the last day of a Collection
Period means the aggregate Principal Balance of the Receivables (excluding
Purchased Receivables and Liquidated Receivables).

      "Principal Balance" of a Receivable, as of the close of business on the
last day of a Collection Period, means the Amount Financed minus the sum of
(i)(a) with respect to a Simple Interest Receivable, that portion of all
payments made by or on behalf of the related Obligor on or prior to such day and
allocable to principal using the Simple Interest Method and (b) in the case of
an Actuarial Receivable, that portion of all Scheduled Payments due on or prior
to such day allocable to principal using the actuarial method, (ii) any refunded
portion of extended warranty protection plan costs or of physical damage, theft,
credit life, credit accident or health insurance premiums included in the Amount
Financed, (iii) any payment of the Purchase Amount with respect to the
Receivable allocable to principal, (iv) any prepayment in full or any partial
prepayments applied to reduce the Principal Balance of the Receivable and (v)
Cram Down Losses in respect of such Receivable.

      "Principal Distribution Amount" means, with respect to any Distribution
Date, the sum of (i) (a) with respect to Simple Interest Receivables, that
portion of all collections on the Receivable allocable to principal in respect
of the preceding Collection Period and (b) with respect to Actuarial
Receivables, the sum of (x) the amount of all Scheduled Payments allocable to
principal due during the preceding Collection Period and (y) the portion of all
prepayments in full allocable to principal received during the preceding
Collection Period, in the case of both (a) and (b), without regard to any
extensions or modifications thereof effected after the Cutoff Date, other than
with respect to any extensions or modifications required in connection with Cram
Down Losses during such Collection Period; (ii) the principal balance of each
Receivable that was repurchased by the Depositor or the Sponsor, or purchased by
the 


                                      -13-
<PAGE>

Servicer, in each case, as of the close of business on the last day of the
preceding Collection Period (except to the extent included in (i) above; (iii)
the principal balance of each Liquidated Receivable which became such during the
preceding Collection Period (except to the extent included in (i) above); (iv)
partial prepayments on Receivables in respect of the preceding Collection Period
relating to refunds of extended service contracts, or of physical damage, credit
life, credit accident or heath insurance premium, disability insurance policy
premiums, but only if such costs or premiums were financed by the respective
Obligor and only to the extent not included in clause (i) above; and (v) the
aggregate amount of Cram Down Losses during such Collection Period.

      "Purchase Amount" means the amount, as of the close of business on the
last day of a Collection Period, required to prepay in full the respective
Receivable under the terms thereof including interest at the APR to the end of
the month of purchase (without giving effect to Outstanding Advances).

      "Purchased Receivable" means a Receivable purchased as of the close of
business on the last day of a Collection Period by (i) the Servicer pursuant to
Section 4.7 or (ii) repurchased by the Depositor or the Sponsor pursuant to
Section 3.2.

      "Rating Agency" means Moody's and/or Standard & Poor's. If no such
organization or successor is any longer in existence, "Rating Agency" shall be a
nationally recognized statistical rating organization or other comparable Person
designated by the Depositor, notice of which designation shall be given to the
Trustee, the Owner Trustee and the Servicer.

      "Rating Agency Condition" means, with respect to any action, that each
Rating Agency shall have been given 10 days' prior notice thereof (or such
shorter period as shall be acceptable to the Rating Agencies) and that neither
of the Rating Agencies shall have notified the Depositor, the Servicer, the
Owner Trustee or the Trustee in writing that such action will, in and of itself,
result in a reduction or withdrawal of the then current rating of the Notes, or
the Certificates.

      "Realized Losses" means the excess of the Principal Balance of any
Liquidated Receivable over Liquidation Proceeds to the extent allocable to
principal.

      "Receivable" means any Contract listed on Schedule A (which Schedule may
be in the form of microfiche) but excluding Liquidated Receivables and Purchased
Receivables.

      "Receivable Files" means the documents specified in Section 3.3.

      "Recoveries" means, with respect to any Liquidated Receivable, monies
collected in respect thereof, from whatever source (other than any proceeds from
any Dealer commission), during any Collection Period following the Collection
Period in which such Receivable became a Liquidated Receivable, net of the sum
of any amounts expended by the Servicer for the account of the Obligor and any
amounts required by law to be remitted to the Obligor.


                                      -14-
<PAGE>

      "Related Financed Vehicle" means a Financed Vehicle securing the Obligor's
indebtedness under a Related Receivable.

      "Related Originator" means, with respect to any Receivable, the Originator
who originated such Receivable and who sold such Receivable to the Depositor
pursuant to the Loan Purchase Agreement or the Conduit pursuant to the Conduit
Agreement.

      "Related Receivable" means, with respect to any Originator, a Receivable
originated by such Originator who sold such Receivable to the Depositor pursuant
to the Loan Purchase Agreement or the Conduit pursuant to the Conduit Agreement
who then sold such Receivable to the Depositor pursuant to the Loan Purchase
Agreement.

      "Reserve Account" means the account designated as such, established and
maintained pursuant to Section 5.1.

      "Reserve Account Initial Deposit" means an amount equal to $1,150,063.

      "Reserve Account Transfer Amount" means an amount equal to the lesser of
(i) the amount of cash or other immediately available funds on deposit in the
Reserve Account on such Distribution Date (before giving effect to any
withdrawals therefrom relating to such Distribution Date) or (ii) the amount, if
any, by which (x) the sum of the Total Servicing Fee, the Noteholders' Interest
Distributable Amount, the Certificateholders' Interest Distributable Amount, the
Noteholders' Principal Distributable Amount and the Certificateholders'
Principal Distributable Amount for such Distribution Date exceeds (y) the sum of
the Interest Distribution Amount and the Available Principal for such
Distribution Date.

      "Scheduled Payment" on an Actuarial Receivable means that portion of the
payment required to be made by the Obligor during the respective Collection
Period sufficient to amortize the Principal Balance under the actuarial method
over the term of the Actuarial Receivable (except, in the case a Balloon Loan,
to the extent necessary to amortize the Principal Balance to the amount of the
Balloon Payment over the life of the Actuarial Receivable) and to provide
interest at the APR.

      "Securities" means the Notes and the Certificates.

      "Securities Act" means the Securities Act of 1933, as amended.

      "Sellers" means the Conduit and the Originators.

      "Servicer" means Oxford Resources Corp., the servicer of the Receivables,
and each successor to Oxford Resources Corp., (in the same capacity) pursuant to
Section 7.3 or 8.2.

      "Servicer Default" means an event specified in Section 8.1.

      "Servicer's Certificate" means an Officers' Certificate of the Servicer
delivered pursuant to Section 4.9, substantially in the form of Exhibit B.


                                      -15-
<PAGE>

      "Servicing Fee" has the meaning specified in Section 4.8.

      "Servicing Fee Rate" means 1.00% per annum.

      "Simple Interest Method" means the method of allocating a fixed level
payment to principal and interest, pursuant to which the portion of such payment
that is allocated to interest is equal to the product of the fixed rate of
interest multiplied by the unpaid principal balance multiplied by the period of
time elapsed since the preceding payment of interest was made and the remainder
of such payment is allocable to principal.

      "Simple Interest Receivable" means any Receivable under which the portion
of a payment allocable to principal and the portion of a payment allocable to
interest is determined in accordance with the Simple Interest Method.

      "Specified Reserve Account Balance" means, with respect to any
Distribution Date the greater of (a) 4.25% of the sum of the aggregate
outstanding principal amount of Notes plus the outstanding Certificate Balance
on such Distribution Date (after giving effect to all payments on the Notes and
distributions with respect to the Certificates to be made on such Distribution
Date), except that, if on any Distribution Date (x) the Cumulative Net Loss
Ratio exceeds the Trigger Percentage for such Distribution Date or (y) the
average of the Delinquency Percentages for the three preceding Collection
Periods exceeds 1.75%, then the Specified Reserve Account Balance shall be an
amount equal to 8.50% of the sum of the aggregate outstanding principal amount
of the Notes and the aggregate outstanding Certificate Balance on such
Distribution Date (after giving effect to all payments on the Notes and
distributions with respect to the Certificates to be made on such Distribution
Date); or (b) 2.00% of the sum of the aggregate initial principal balance of the
Notes plus the initial Certificate Balance.

      "Sponsor" means Centrex Capital Corp., as the sponsor of the Issuer.

      "Standard & Poor's" means Standard & Poor's Ratings Group, or its
successor.

      "Total Distribution Amount" means, for each Distribution Date, the sum of
(i) the Interest Distribution Amount, (ii) the Available Principal and (iii) the
Reserve Account Transfer Amount, in each case in respect of such Distribution
Date.

      "Total Servicing Fee" means with respect to each Distribution Date the
Servicing Fee for the related Collection Period and all accrued and unpaid
Servicing Fees for prior Collection Periods.

      "Transfer Date" means, with respect to any Distribution Date, the Business
Day preceding such Distribution Date.

      "Trigger Percentage" means (i) in the case of any Distribution Date prior
to the July 1997 Distribution Date, 0.75%, (ii) in the case of any Distribution
Date on and after the July 1997 Distribution Date but prior to the January 1998
Distribution Date, 1.50%, (iii) in the case of any Distribution Date on and
after the January 1998 Distribution Date but prior to the July 


                                      -16-
<PAGE>

1998 Distribution Date, 2.25%, (iv) in the case of any Distribution Date on and
after the July 1998 Distribution Date but prior to the January 2000 Distribution
Date, 2.50% and (v) in the case of any Distribution Date on and after the
January 2000 Distribution Date, 3.00%.

      "Trust" means the Issuer.

      "Trust Account Property" means the Trust Accounts, all amounts and
investments held from time to time in any Trust Account (whether in the form of
deposit accounts, Physical Property, book-entry securities, uncertificated
securities or otherwise), including the Reserve Account Initial Deposit, and all
proceeds of the foregoing.

      "Trust Accounts" has the meaning assigned thereto in Section 5.1.

      "Trust Agreement" means the Amended and Restated Trust Agreement dated as
of December 14, 1996, between the Depositor and the Owner Trustee, as the same
may be amended and supplemented from time to time.

      "Trust Officer" means, (i) in the case of the Trustee, any Officer within
the Corporate Trust Office of the Trustee, including any Vice President,
Assistant Vice President, Assistant Treasurer, 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 and (ii)
in the case of the Owner Trustee, any officer in the corporate trust office of
the Owner Trustee with direct responsibility for the administration of this
Agreement or any of the Basic Documents on behalf of the Owner Trustee.

      "Trust Property" has the meaning assigned thereto in Section 2.1.

      "Trustee" means the Person acting as Trustee under the Indenture, its
successors in interest and any successor trustee under the Indenture.

      SECTION 1.2. Other Definitional Provisions (a) Capitalized terms used
herein and not otherwise defined herein have the meanings assigned to them in
the Indenture, or, if not defined therein, in the Trust Agreement.

            (b) All terms defined in this Agreement shall have the defined
meanings when used in any instrument governed hereby and in any certificate or
other document made or delivered pursuant hereto unless otherwise defined
therein.

            (c) As used in this Agreement, in any instrument governed hereby and
in any certificate or other document made or delivered pursuant hereto or
thereto, accounting terms not defined in this Agreement or in any such
instrument, certificate or other document, and accounting terms partly defined
in this Agreement or in any such instrument, certificate or other document to
the extent not defined, shall have the respective meanings given to them under
generally accepted accounting principles as in effect on the date of this
Agreement or any 


                                      -17-
<PAGE>

such instrument, certificate or other document, as applicable. To the extent
that the definitions of accounting terms in this Agreement or in any such
instrument, certificate or other document are inconsistent with the meanings of
such terms under generally accepted accounting principles, the definitions
contained in this Agreement or in any such instrument, certificate or other
document shall control.

            (d) The words "hereof," "herein," "hereunder" and words of similar
import when used in this Agreement shall refer to this Agreement as a whole and
not to any particular provision of this Agreement; Section, Schedule and Exhibit
references contained in this Agreement are references to Sections, Schedules and
Exhibits in or to this Agreement unless otherwise specified; and the term
"including" shall mean "including without limitation."

            (e) The definitions contained in this Agreement are applicable to
the singular as well as the plural forms of such terms and to the masculine as
well as to the feminine and neuter genders of such terms.

                                    ARTICLE 2

                            Conveyance of Receivables

      SECTION 2.1. Conveyance of Receivables. In consideration of the Issuer's
delivery to or upon the order of the Depositor on the Closing Date of the net
proceeds from the sale of the Notes and the Certificates and the other amounts
to be distributed from time to time to the Depositor in accordance with the
terms of this Agreement, the Depositor does hereby sell, transfer, assign, set
over and otherwise convey to the Issuer, without recourse (subject to the
obligations herein):

            (a) all right, title and interest of the Depositor in and to the
Receivables, and all moneys received thereon (other than any proceeds from any
Dealer commission), on or after the Cutoff Date and, with respect to Receivables
which are Actuarial Receivables, all monies received thereon prior to the Cutoff
Date that are due on or after the Cutoff Date;

            (b) all right, title and interest of the Depositor in the security
interests in the Financed Vehicles granted by Obligors pursuant to the
Receivables and any other interest of the Depositor in the Financed Vehicles;

            (c) all right, title and interest of the Depositor in and to any
proceeds from claims on any physical damage, repossession, loss, skip, credit
life and credit accident, vendor's single interest and health insurance policies
or certificates relating to the Financed Vehicles or the Obligors;

            (d) all right, title and interest of the Depositor in and to refunds
for the costs of extended service contracts with respect to Financed Vehicles,
refunds of unearned premiums with respect to credit life and credit accident and
health insurance policies or certificates 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;


                                      -18-
<PAGE>

            (e) the interest of the Depositor in any proceeds from any
Receivable repurchased by a Dealer, pursuant to a Dealer Agreement, as a result
of a breach of representation or warranty in the related Dealer Agreement or a
default by an Obligor resulting in the repossession of the Financed Vehicle
under such Dealer Agreement;

            (f) all right, title and interest in all funds on deposit from time
to time in the Certificate Distribution Account, in the Trust Accounts,
including the Reserve Account Initial Deposit, and in all investments and
proceeds thereof (including all income thereon);

            (g) all right, title and interest of the Depositor under the Loan
Purchase Agreement; and

            (h) the proceeds of any and all of the foregoing (the items
specified in clauses (a) through (h) is referred to herein as the "Trust
Property").

      It is the intention of the Depositor that the transfer and assignment
contemplated by this Agreement shall constitute a sale of the Receivables and
other Trust Property from the Depositor to the Trust and the beneficial interest
in and title to the Receivables and such other Trust Property shall not be part
of the Depositor's estate in the event of the filing of a bankruptcy petition by
or against the Depositor under any bankruptcy law. In the event that,
notwithstanding the intent of the Depositor, the transfer and assignment
contemplated hereby is held not to be a sale, this Agreement shall constitute a
grant of a security interest in the Trust Property for the benefit of the
Securityholders.

                                    ARTICLE 3

                                 The Receivables

      SECTION 3.1. Representations and Warranties of Depositor. The Sponsor and
the Depositor, jointly and severally, make the following representations and
warranties as to the Receivables on which the Issuer is deemed to have relied in
acquiring the Receivables. Such representations and warranties speak as of the
execution and delivery of the Agreement, 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) Title. (i) It is the intention of the Depositor that the
transfer and assignment contemplated by the Conduit Agreement constitute a sale
of the Related Receivables from the Related Originator to the Conduit and that
the beneficial interest in and title to such Related Receivables not be part of
the debtor's estate in the event of the filing of a petition for bankruptcy or
insolvency by or against such Related Originator. No Related Receivable has been
sold, transferred, assigned or pledged by such Related Originator to any Person
other than the Conduit or the Depositor pursuant to the Loan Purchase Agreement.


                                      -19-
<PAGE>

Immediately prior to the transfer and assignment contemplated by the Conduit
Agreement, such Related Originator had good and marketable title to each Related
Receivable conveyed by it to the Conduit, free and clear of all Liens and,
immediately upon the transfer thereof, the Conduit shall have good and
marketable title to each such Related Receivable, free and clear of all Liens;
and the transfer of the Related Receivables to the Conduit has been perfected
under the UCC.

      (ii) It is the intention of the Depositor that the transfer and assignment
contemplated by the Loan Purchase Agreement constitute a sale of the Related
Receivables from the Sellers to the Depositor pursuant to the Loan Purchase
Agreement and that the beneficial interest in and title to such Related
Receivables not be part of the debtor's estate in the event of the filing of a
petition for bankruptcy or insolvency by or against such Seller. No Related
Receivable has been sold, transferred, assigned or pledged by such Seller to any
Person other than the Depositor (or with respect to any Related Receivable
conveyed by such Seller to the Conduit and by the Conduit to the Deposit, except
the Conduit). Immediately prior to the transfer and assignment contemplated by
the Loan Purchase Agreement, such Seller had good and marketable title to each
Related Receivable conveyed by it to the Depositor, free and clear of all Liens
and, immediately upon the transfer thereof, the Depositor shall have good and
marketable title to each such Related Receivable, free and clear of all Liens;
and the transfer of the Related Receivables to the Depositor has been perfected
under the UCC. It is the intention of the Depositor that the transfer and
assignment herein contemplated constitute a sale of the Receivables from the
Depositor to the Issuer and that the beneficial interest in and title to such
Receivables not be part of the debtor's estate in the event of the filing of a
petition for receivership by or against the Depositor. No Receivable has been
sold, transferred, assigned or pledged by the Depositor to any Person other than
the Issuer. Immediately prior to the transfer and assignment herein
contemplated, the Depositor had good and marketable title to each Receivable,
free and clear of all Liens and, immediately upon the transfer thereof, the
Issuer shall have good and marketable title to each such Receivable, free and
clear of all Liens; and the transfer of the Receivables to the Issuer has been
perfected under the UCC.

            (b) All Filings Made. All filings (including UCC filings) necessary
in any jurisdiction to give the Depositor a first priority perfected security
interest in the Receivables, to give the Issuer a first priority perfected
ownership interest in the Receivables, and to give the Trustee a first priority
perfected security interest therein, shall have been presented to the Trustee
for filing in the appropriate filing offices. Upon such filing, the Trustee will
have a first priority perfected security interest in the Trust Property.

            (c) Characteristics of Receivables. Each Receivable (A) has been
either originated by a Dealer in the regular course of such Dealer's business
and purchased from such Dealer by an Originator in the ordinary course of the
Originator's business or otherwise originated by the Originator in the ordinary
course of the Originator's business, and each Obligor was approved in accordance
with the Related Originator's standard underwriting procedures in effect at the
time such Receivable was originated or purchased, (B) was conveyed by the
Related Originator to the Depositor or was conveyed by the Related Originator to
the Conduit pursuant to the Conduit Agreement and was conveyed by the Conduit to
the 


                                      -20-
<PAGE>

Depositor, (C) has created or shall create a valid, subsisting and enforceable
first priority security interest in favor of the Related Originator in the
Related Financed Vehicle, which security interest has been assigned by the
Related Originator to (i) the Depositor or (ii) the Conduit and by the Conduit
to the Depositor and which is assignable by the Depositor to the Issuer and by
the Issuer to the Trustee, (D) contains customary and enforceable provisions
under the laws of the State governing such Receivable such that the rights and
remedies of the holder thereof are adequate for realization against the
collateral of the benefits of the security; and (E) provides for level monthly
payments that fully amortizes the Amount Financed by maturity (except for the
last payment, which may be different from the level payment and except, with
respect to a Balloon Loan, to the extent of the Balloon Payment).

            (d) Schedule of Receivables. The information set forth in Schedule A
to this Agreement is true and correct in all material respects as of the opening
of business on the Cutoff Date and no selection procedures believed by the
Depositor to be adverse to the Noteholders or the Certificateholders were
utilized in selecting the Receivables. The Computer Tape regarding the
Receivables is true and correct in all material respects as of the Cutoff Date.

            (e) Compliance With Law. Each Receivable, the sale of the Financed
Vehicle and the sale of any physical damage and credit life and credit accident
and health insurance and any extended service contracts complied in all material
respects at the time it was originated or made and at the Closing Date (after
giving effect to the transactions contemplated by the Basic Documents) complies
in all material respects with all requirements of applicable Federal, state and
local laws and regulations thereunder, including 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 Soldier's and Sailor's Civil Relief Act of 1940, state
adaptations of the National Consumer Act and the Uniform Consumer Credit Code,
and other consumer credit laws and equal credit opportunity and disclosure laws.

            (f) Binding Obligation. Each Receivable represents the legal, valid
and binding payment obligation in writing of the Obligor thereunder, enforceable
by the holder thereof in accordance with its terms except as such enforceability
may be limited by applicable bankruptcy, insolvency, moratorium, fraudulent
conveyance, reorganization and similar laws now or hereafter in effect related
to or affecting creditors' rights generally and subject to general principles of
equity (whether applied in a proceeding at law or in equity) and all parties to
such Receivable had full legal capacity to execute and deliver such Receivable
and all other documents related thereto and to grant the security interest
purported to be granted thereby.

            (g) 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.

            (h) Security Interest in Financed Vehicle. Immediately prior to the
sale, assignment, and transfer thereof under the Agreement, (i) each Receivable
shall be secured by a validly perfected first priority security interest in the
Financed Vehicle in favor of the Related 


                                      -21-
<PAGE>

Originator as secured party or (ii) application has been made with the
appropriate governmental authority for a valid perfected first priority security
interest in the Financed Vehicle in favor of the Related Originator, and such
security interest is or shall be 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).

            (i) 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 unless another
vehicle has been substituted as collateral securing the Receivable without any
other modification to such Receivable.

            (j) No Waiver. No provision of a Receivable has been modified or
waived except as reflected in the Receivable File relating to such Receivable.

            (k) No Amendments. No Receivable has been amended, except as
permitted pursuant to Section 4.2.

            (l) No Defenses. No right of rescission, setoff, counterclaim or
defense 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.

            (m) No Liens. As of the Cutoff Date, there are no Liens or claims,
including Liens for work, labor, materials or unpaid state or federal taxes
relating to any Financed Vehicle securing the related Receivable, that are or
may be prior to or equal to the Lien granted by such Receivable.

            (n) No Default. Except for payment delinquencies continuing for a
period of not more than thirty days as of the Cutoff Date and, except as
permitted in this paragraph, no default, breach, violation or event (in any such
case) permitting acceleration under the terms of any Receivable has occurred;
and no continuing condition that with notice or the lapse of time would
constitute a default, breach, violation or event (in any such case) permitting
acceleration under the terms of any Receivable has arisen; and the Depositor has
not waived and shall not waive any of the foregoing.

            (o) Maturity of Receivables. Each Receivable has an original
maturity of not more than 84 months; the weighted average original maturity of
the Receivables is 66.30 months as of the Cutoff Date; the remaining term of
each Receivable is 84 months or less as of the Cutoff Date; the weighted average
remaining term of the Receivables is 65.30 months as of the Cutoff Date; and the
latest scheduled maturity of any Receivable shall be no later than the Final
Scheduled Maturity Date.


                                      -22-
<PAGE>

            (p) No Bankruptcies. No Obligor on any Receivable was noted in the
related Receivable File as having filed for bankruptcy in a proceeding which
remained undischarged as of the Cutoff Date.

            (q) No Repossessions. As of the Cutoff Date, no Financed Vehicle
securing any Receivable is in repossession status.

            (r) Chattel Paper. Each Receivable constitutes "chattel paper" as
defined in the UCC.

            (s) APR. The weighted average Annual Percentage Rate of the
Receivables as of the Cutoff Date is approximately 13.15%.

            (t) Principal Balance. Each Receivable has an outstanding principal
balance as of the Cutoff Date of not less than 1,500 or more than $60,000. The
average principal balance of the Receivables as of the Cutoff Date is
$16,192.36. The aggregate principal balance of the Receivables as of the Cutoff
Date is $92,005,002.11.

            (u) Financing. Approximately 37.77% of the aggregate principal
balance of the Receivables, constituting approximately 31.75% of the number of
Receivables, as of the Cutoff Date, represents financing of new vehicles; the
remainder of the Receivables represents financing of used vehicles.
Approximately 25.34% of the aggregate principal balance of the Receivables,
constituting approximately 21.81% of the number of Receivables, as of the Cutoff
Date, represents financing of Balloon Loans. Approximately 62.34% of the
aggregate Principal Balance of the Receivables, constituting approximately
60.47% of the number of Receivables, as of the Cutoff Date, represents financing
of Simple Interest Receivables; the remainder of the Receivables represents
financing of Actuarial Receivables.

            (v) Paid-Ahead. Approximately 10.55% of the aggregate Principal
Balance of the Receivables, constituting approximately 10.74% of the number of
Receivables are paid-ahead for a period of one to six months. No Receivable is
paid-ahead more than eight months.

            (w) Insurance; Other. The Servicer, in accordance with its customary
procedures, has confirmed (A) that each Obligor has obtained insurance covering
the Financed Vehicle as of the date of execution of the Related Receivable
insuring against loss and damage due to fire, theft, collision and other risks
generally covered by comprehensive and collision coverage and that each
Receivable requires the Obligor to maintain such insurance naming the applicable
Originator and its successors and assigns as a loss payee, (B) each Receivable
that finances the cost of premiums for credit life and credit accident and
health insurance is covered by an insurance policy or certificate of insurance
naming the applicable Originator as loss payee (lienholder) under each such
insurance policy and certificate of insurance and (C) as to each Receivable that
finances the cost of an extended service contract, the respective Financed
Vehicle which secures the Receivable is covered by an extended service contract.


                                      -23-
<PAGE>

            (x) Lawful Assignment. No Receivable has been originated in, or as
of the Closing Date is subject to the laws of, any jurisdiction under which the
sale, transfer and assignment of such Receivable or this Agreement or the pledge
of such Receivable to the Trustee under the Indenture (i) is unlawful, void,
voidable or unenforceable in accordance with its terms or (ii) would render such
Receivable void, voidable or unenforceable in accordance with its terms. None of
any Seller or the Depositor has entered into any agreement with any account
debtor that prohibits, restricts or conditions the assignment of all or any
portion of the Receivable.

            (y) No Insurance Premiums. As of the Cutoff Date, no portion of the
principal balance of any Receivable included amounts attributable to the payment
of any physical damage or theft insurance premium.

            (z) One Original. There is only one manually executed original copy
of each Receivable.

            (aa) Origination of Receivables. Based on the billing address of the
Obligors and the principal balance of Receivables as of the Cutoff Date,
approximately 18.94% of the Receivables were originated in South Carolina,
approximately 18.03% of the Receivables were originated in Georgia and
approximately 13.29% of the Receivables were originated in North Carolina, each
Obligor has been approved by the Originator based on the Originator's standard
underwriting procedures as in effect at the time the related Receivable was
entered into. Based on the billing address of the Obligors and the principal
balance of the Receivables as of the Cutoff Date, not more than 10% of the
Receivables were originated in any one state other than South Carolina, Georgia
and North Carolina.

            (bb) Receivable Files. The Receivable Files are kept at the
Depositor's office listed in Schedule B and are segregated from any other
Receivable Files. The Receivable Files have been marked to indicate the
Depositor's ownership interest therein.

            (cc) Computer Records. As of the Closing Date, the accounting and
computer records relating to the Receivables of the Depositor and each Seller
have been marked to show the absolute ownership by the Owner Trustee on behalf
of the Trust of the Receivables.

            (dd) Conduit Receivables. The only Receivables sold to the Depositor
by the Conduit pursuant to the Loan Purchase Agreement were Receivables
originated by Centrex Capital Corp. of Georgia.

      SECTION 3.2. Repurchase upon Breach. The Sponsor, the Depositor, the
Servicer or the Owner Trustee, as the case may be, shall inform the other
parties to this Agreement and the Trustee promptly, in writing, upon its
discovery of any breach of the Depositor's and the Sponsor's representations and
warranties made pursuant to Section 3.1. Unless any such breach shall have been
cured by the last day of the first Collection Period following the discovery
thereof by the Owner Trustee or receipt by the Owner Trustee of written notice
from the Sponsor, the Depositor or the Servicer of such breach, the Sponsor and
the Depositor shall be 


                                      -24-
<PAGE>

jointly and severally obligated to repurchase any Receivable in which the
interests of the Noteholders or Certificateholders are materially and adversely
affected by any such breach as of the last day of such Collection Period. In
consideration of and simultaneously with the repurchase of the Receivable, the
Sponsor and/or the Depositor shall remit to the Collection Account the Purchase
Amount in the manner specified in Section 5.4 and the Issuer shall execute such
assignments and other documents reasonably requested by the Sponsor and/or the
Depositor in order to effect such repurchase. The sole remedy of the Issuer, the
Owner Trustee, the Trustee, the Noteholders or the Certificateholders with
respect to a breach of representations and warranties pursuant to Section 3.1
and the agreement contained in this Section shall be to require the Sponsor
and/or the Depositor to repurchase Receivables pursuant to this Section, subject
to the conditions contained herein. Neither the Owner Trustee nor the Trustee
shall have a duty to conduct any affirmative investigation as to the occurrence
of any conditions requiring the repurchase of any Receivable pursuant to this
Section.

      SECTION 3.2. Custody of Receivable Files. To assure uniform quality in
servicing the Receivables and to reduce administrative costs, the Issuer and the
Trustee hereby revocably appoints the Servicer, and the Servicer hereby accepts
such appointment, to act as the agent of the Issuer and the Trustee as custodian
of the following documents or instruments which are hereby constructively
delivered to the Trustee, as pledgee of the Issuer with respect to each
Receivable:

            (a) the original of the Receivable;

            (b) a record of the information supplied by the Obligor in the
original credit application;

            (c) the original certificate of title or such documents that the
Servicer shall keep on file, in accordance with its customary procedures,
evidencing the security interest of the Depositor in the Financed Vehicle (it
being understood that the original certificates of title generally are not
delivered to the Servicer for 90 days but that promptly upon delivery they shall
be delivered to the Servicer as custodian hereunder); and

            (d) any and all other documents that the Servicer shall keep on
file, in accordance with its customary procedures, relating to a Receivable, an
Obligor or a Financed Vehicle.

      SECTION 3.3. Duties of Servicer as Custodian. (a) Safekeeping. The
Servicer shall hold the Receivable Files on behalf of the Issuer and the Trustee
and maintain such accurate and complete accounts, records and computer systems
pertaining to each Receivable File as shall enable the Issuer to comply with
this Agreement. In performing its duties as custodian the Servicer shall act
with reasonable care, using that degree of skill and attention that the Servicer
exercises with respect to the receivable files relating to all comparable
automotive receivables that the Servicer services for itself or others. The
Servicer shall conduct, or cause to be conducted, periodic audits of the
Receivable Files held by it under this Agreement and of the related accounts,
records and computer systems, in such a manner as 


                                      -25-
<PAGE>

shall enable the Issuer or the Trustee to verify the accuracy of the Servicer's
record keeping. The Servicer shall promptly report to the Issuer and the Trustee
any failure on its part to hold the Receivable Files and maintain its accounts,
records and computer systems as herein provided and promptly take appropriate
action to remedy any such failure.

            (b) Maintenance of and Access to Records. The Servicer shall
maintain each Receivable File at one of its offices specified in Schedule B to
this Agreement or at such other office as shall be specified to the Issuer and
the Trustee by written notice not later than 90 days after any change in
location. Upon reasonable prior notice, the Servicer shall make available to the
Issuer and the Trustee or their respective duly authorized representatives,
attorneys or auditors a list of locations of the Receivable Files and records
and computer systems maintained by the Servicer at such times during normal
business hours as the Issuer or the Trustee shall instruct.

            (c) Release of Documents. Upon written instruction from the Trustee,
the Servicer shall release any Receivable File 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 as practicable and upon the release and
delivery of any such document in accordance with the instructions of the
Trustee, the Servicer shall be released from any further liability and
responsibilities under this Section 3.4 with respect to such documents unless
and until such time as such document may be returned to the Servicer.
 
      SECTION 3.5. Instructions; Authority To Act. The Servicer shall be deemed
to have received proper instructions with respect to the Receivable Files upon
its receipt of written instructions signed by a Trust Officer of the Trustee.

      SECTION 3.6. Custodian's Indemnification. The Servicer as custodian shall
indemnify and hold harmless the Trust, the Owner Trustee and the Trustee and
each of their officers, directors, employees and agents for any and all
liabilities, obligations, losses, compensatory damages, payments, costs or
expenses (including reasonable attorneys' fees and expenses) that may be imposed
on, incurred by or asserted against the Trust, the Owner Trustee or the Trustee
or any of their officers, directors, employees and agents as the result of any
improper act or omission in any way relating to the maintenance and custody by
the Servicer as custodian of the Receivable Files where the final determination
that any such improper act or omission by the Servicer resulted in such
liability, obligation, loss, damage, payment, cost or expense is established by
a court of law, by an arbitrator or by way of settlement agreed to by the
Servicer; provided, however, that the Servicer shall not be liable to the Trust
or the Owner Trustee for any portion of any such amount resulting from the
willful misfeasance, bad faith or negligence of the Owner Trustee and the
Servicer shall not be liable to the Trustee for any portion of any such amount
resulting from the willful misfeasance, bad faith or negligence of the Trustee.
This provision shall not be considered to limit the Servicer's or any other
party's rights, obligations, liabilities, claims or defenses which arise as a
matter of law or pursuant to any other provision of this Agreement.


                                      -26-
<PAGE>

      SECTION 3.7. 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. If Oxford
Resources Corp. shall resign as Servicer in accordance with the provisions of
this Agreement or if all of the rights and obligations of any Servicer shall
have been terminated under Section 8.1, the appointment of such Servicer as
custodian shall be terminated by the Trustee or by the Holders of Notes
evidencing not less than 25% of the Outstanding Amount of the Notes or, with the
consent of Holders of the Notes evidencing not less than 25% of the Outstanding
Amount of the Notes, by the Owner Trustee or by Certificateholders evidencing
not less than 25% of the Certificate Balance, in the same manner as the Trustee
or such Holders may terminate the rights and obligations of the Servicer under
Section 8.1. The Trustee or, with the consent of the Trustee, the Owner Trustee,
may terminate the Servicer's appointment as custodian, with cause, at any time
upon written notification to the Servicer, and without cause upon 30 days' prior
written notification to the Servicer and the Rating Agencies. As soon as
practicable after any termination of such appointment, the Servicer shall
deliver the Receivable Files to the Trustee or the Trustee's agent at such place
or places as the Trustee may reasonably designate in writing. If the Servicer
shall be terminated as custodian hereunder for any reason but shall continue to
serve as Servicer, the Trustee shall, or shall cause its agent to, make the
Receivable Files available to the Servicer during normal business hours upon
reasonable notice so as to permit the Servicer to perform its obligations as
Servicer hereunder.

                                    ARTICLE 4

                  Administration and Servicing of Receivables

      SECTION 4.1. Duties of Servicer. The Servicer, as agent for the Issuer (to
the extent provided herein), shall manage, service, administer and make
collections on the Receivables (other than Purchased Receivables) with
reasonable care, using that degree of skill and attention that the Servicer
exercises with respect to all comparable automotive receivables that it services
for itself or others. The Servicer's duties shall include collection and posting
of all payments, responding to inquiries of Obligors on such Receivables,
investigating delinquencies, sending payment coupons or periodic statements or
invoices to Obligors, reporting any tax information to Obligors, accounting for
collections and furnishing monthly and annual statements to the Owner Trustee
and the Trustee with respect to distributions and making Advances pursuant to
Section 5.7. Subject to the provisions of Section 4.2, the Servicer shall follow
its customary standards, policies and procedures in performing its duties as
Servicer. Without limiting the generality of the foregoing, the Servicer is
authorized and empowered to execute and deliver, on behalf of itself, the
Issuer, the Owner Trustee, the Trustee, the Certificateholders and the
Noteholders or any of them, any and all instruments of satisfaction or
cancellation, or partial or full release or discharge, and all other comparable
instruments, with respect to such Receivables or to the Financed Vehicles
securing such Receivables. If the Servicer shall commence a legal proceeding to
enforce a Receivable, the Issuer (in the case of a Receivable other than a
Purchased Receivable) shall thereupon be deemed to have automatically assigned,
solely for the purpose of collection, such Receivable to 


                                      -27-
<PAGE>

the Servicer. If in any enforcement suit or legal proceeding it shall be held
that the Servicer may not enforce a Receivable on the ground that it shall not
be a real party in interest or a holder entitled to enforce such Receivable the
Owner Trustee shall, at the Servicer's expense and direction, take steps to
enforce such Receivable, including bringing suit in its name or the name of the
Owner Trustee, the Trustee, the Certificateholders or the Noteholders. The Owner
Trustee shall upon the written request of the Servicer furnish the Servicer with
any powers of attorney and other documents reasonably necessary or appropriate
(as certified to the Owner Trustee by the Servicer) to enable the Servicer to
carry out its servicing and administrative duties hereunder.

      SECTION 4.2. Collection and Allocation of Receivable Payments. (a) 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 automotive receivables that it services for itself or others. The
Servicer shall allocate collections between principal and interest in accordance
with the customary servicing procedures it follows with respect to all
comparable automotive receivables that it services for itself or others.

            (b) The Servicer may not grant extensions or modify the original due
dates of a Receivable; provided, however, that the Servicer may (i) grant one
extension with respect to a Receivable of one month in any rolling twelve month
period and may change the original due date once during the term of a Receivable
to a new due date within 20 days of the original scheduled due date of such
Receivable and (ii) grant extensions or modify the original due dates of a
Receivable with respect to a Receivable for which a court of appropriate
jurisdiction in a bankruptcy or insolvency proceeding shall have issued an order
reducing the amount owed on such Receivable or otherwise modifying or
restructuring the scheduled payments or other terms on such Receivable;
provided, however, that the Servicer may not extend the date for final payment
by the Obligor of any Receivable beyond the last day of the Collection Period
preceding the Certificate Final Scheduled Distribution Date. The Servicer may in
its discretion waive any late payment charge or any other fees that may be
collected in the ordinary course of servicing a Receivable. The Servicer shall
not voluntarily agree to any reduction of (i) the original interest rate, (ii)
the amount of any Scheduled Payment on a Precomputed Receivable or the original
regular scheduled payment on a Simple Interest Receivable, or (iii) the
Principal Balance of any Receivable.

      SECTION 4.3. Realization upon Receivables. On behalf of the Issuer, the
Servicer shall use all reasonable efforts, consistent with its customary
servicing procedures, to repossess or otherwise convert the ownership of the
Financed Vehicle securing any Receivable as to which the Servicer shall have
determined eventual payment in full is unlikely. From time to time, as
appropriate for servicing or foreclosing upon any Receivable, the Owner Trustee
shall, upon written request of the Servicer, execute such documents as shall be
necessary to prosecute any such proceedings. The Servicer shall follow such
customary and usual practices and procedures as it shall deem necessary or
advisable in its servicing of automotive receivables, which may include
reasonable efforts to realize proceeds from Receivables repurchased by a Dealer,
pursuant to a Dealer Agreement, as a result of a breach of representation or
warranty in 


                                      -28-
<PAGE>

the related Dealer Agreement or a default by an Obligor resulting in the
repossession of the Financed Vehicle under such Dealer Agreement. The foregoing
shall be 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 the repair or the repossession of such Financed Vehicle unless
it shall determine in its reasonable discretion that such repair and/or
repossession will increase the Liquidation Proceeds by an amount greater than
the amount of such expenses.

      SECTION 4.4. Physical Damage Insurance; Other Insurance. (a) The Servicer
shall, in accordance with its customary servicing procedures, verify (i) that
each Obligor shall have obtained insurance covering the Financed Vehicle, as of
the date of the execution of the Receivable, insuring against loss and damage
due to fire, theft, collision and other risks generally covered by comprehensive
and collision coverage and that each Receivable requires the Obligor to maintain
such physical loss and damage insurance naming the Related Originator and its
successors and assigns as a loss payee, (ii) that each Receivable that finances
the cost of premiums for credit life and credit accident and health insurance is
covered by an insurance policy or certificate naming the Originator as
policyholder (creditor) and (iii) as to each Receivable that finances the cost
of an extended service contract, the respective Financed Vehicle which secures
the Receivable is covered by an extended service contract.

            (b) To the extent applicable, the Servicer shall not take any action
which would result in noncoverage under any of the insurance policies referred
to in Section 4.4(a) which, but for the actions of the Servicer, would have been
covered thereunder. The Servicer, on behalf of the Trustee shall take such
reasonable action as shall be necessary to permit recovery under any of the
foregoing insurance policies. Any amounts collected by the Servicer under any of
the foregoing insurance policies, shall be deposited in the Collection Account
pursuant to Section 5.2. The parties hereto acknowledge that the Servicer shall
not be required to force place any insurance coverage referred to in Section
4.4(a)(i) above, or any other insurance coverage.

      SECTION 4.5. Maintenance of Security Interests in Financed Vehicles. The
Servicer shall, in accordance with its customary servicing procedures, take such
steps as are necessary to maintain perfection of (i) the security interest
created by each Receivable in the related Financed Vehicle and (ii) the interest
of the Trust in the Receivables created by this Agreement, including but not
limited to obtaining the execution by the Obligors and the recording,
registering, filing, re-recording, re-registering and refiling of all security
agreements, financing statements and continuation statements or instruments as
are necessary to maintain the security interest granted by Obligors under the
respective Receivables, the Originators under the Conduit Agreement, the Sellers
under the Loan Purchase Agreement, the Depositor hereunder and the Issuer under
the Indenture. The Servicer is hereby authorized to take such steps as are
necessary to re-perfect such security interest on behalf of the Issuer and the
Trustee in the event of the relocation of a Financed Vehicle or for any other
reason.

      SECTION 4.6. Covenants of Servicer. The Servicer shall not release the
Financed Vehicle securing any Receivable from the security interest granted by
such Receivable in whole or in part except in the event of payment in full by
the Obligor thereunder or repossession or 


                                      -29-
<PAGE>

except as may be required by an insurer in order to receive proceeds from
insurance covering such Financed Vehicle, nor shall the Servicer impair the
rights of the Issuer, the Trustee, the Certificateholders or the Noteholders in
such Receivables (it being understood that no action of the Servicer taken in
compliance with the terms of this Agreement shall be deemed to impair such
rights), nor shall the Servicer increase the number of scheduled payments due
under a Receivable. Notwithstanding the foregoing, the Servicer may grant
extensions or modify the original due dates of a Receivable or make such other
changes with respect to a Receivable for which a court of appropriate
jurisdiction in a bankruptcy or insolvency proceeding shall have issued an order
reducing the amount owed on such Receivable or otherwise modifying or
restructuring the scheduled payments on such Receivable; provided, however, that
the Servicer may not extend the date for final payment by the Obligor of any
Receivable beyond the last day of the Collection Period preceding the
Certificate Final Scheduled Distribution Date.

      SECTION 4.7. Purchase of Receivables upon Breach. The Servicer or the
Owner Trustee shall inform the other party and the Trustee and the Depositor
promptly, in writing, upon the discovery of any breach pursuant to Section
4.2(b), 4.5 or 4.6. Unless the breach shall have been cured by the last day of
the second Collection Period following such discovery thereof by the Owner
Trustee or the receipt by the Owner Trustee of notice of such breach, the
Servicer shall be obligated to purchase any Receivable in which the interests of
the Noteholders or the Certificateholders are materially and adversely affected
by such breach as of the last day of such second Collection Period (or, at the
Servicer's option, the last day of the first Collection Period following the
discovery). In consideration of the purchase of any such Receivable pursuant to
the preceding sentence, the Servicer shall remit the Purchase Amount in the
manner specified in Section 5.4. The sole remedy of the Issuer, the Owner
Trustee, the Trustee, the Certificateholders or the Noteholders with respect to
a breach of Section 4.2(b), 4.5 or 4.6 shall be to require the Servicer to
purchase Receivables pursuant to this Section. Neither the Trustee nor the Owner
Trustee shall have any duty to conduct any affirmative investigation as to the
occurrence of any condition requiring the purchase of any Receivable pursuant to
this Section.

      SECTION 4.8. Servicing Fee. The servicing fee for (a) the January 1997
Distribution Date shall equal $43,446.81 and (b) for each Distribution Date
thereafter shall equal the product of (i) one-twelfth, (ii) the Servicing Fee
Rate and (iii) the Pool Balance as of the first day of the related Collection
Period (the "Servicing Fee"). In addition, the "Servicing Fee" described in (a)
and (b) above shall include late fees, prepayment charges and other similar
charges allowed by applicable law with respect to Receivables collected (from
whatever source) on the Receivables.

      SECTION 4.9. Servicer's Certificate. Not later than 11:00 a.m. (New York
time) on each Determination Date, the Servicer shall deliver to the Owner
Trustee, the Trustee and the Depositor, with a copy to the Rating Agencies, a
Servicer's Certificate containing all information necessary to make the
distributions pursuant to Sections 5.5 and 5.6 (including, if required,
withdrawals from or deposits to the Payahead Account and Advances by the
Servicer pursuant to Section 5.7) for the Collection Period preceding the date
of such Servicer's Certificate. Receivables to be purchased by the Servicer or
to be repurchased by the Depositor 


                                      -30-
<PAGE>

or the Sponsor shall be identified by the Servicer by account number with
respect to such Receivable (as specified in Schedule A).

      SECTION 4.10. Annual Statement as to Compliance; Notice of Default. (a)
The Servicer shall deliver to the Owner Trustee and the Trustee, on or before
October 31 of each year beginning October 31, 1997, an Officers' Certificate,
dated as of June 30 of the preceding year, stating that (i) a review of the
activities of the Servicer during the preceding 12-month period (or, in the case
of the first such report, during the period from the Closing Date to June 30,
1997) and of its performance under this Agreement has been made under such
officers' supervision and (ii) to the best of such officers' knowledge, based on
such review, the Servicer has fulfilled all its obligations under this Agreement
throughout such year (or, in the case of the first such certificate, such longer
period) or, if there has been a default in the fulfillment of any such
obligation, specifying each such default known to such officers and the nature
and status thereof. The Trustee shall send a copy of such certificate and the
report referred to in Section 4.11 to the Rating Agencies. A copy of such
certificate and the report referred to in Section 4.11 may be obtained by any
Certificateholder by a request in writing to the Owner Trustee addressed to the
Corporate Trust Office (as defined in the Trust Agreement) or by any Noteholder
by a request in writing to the Trustee addressed to the Corporate Trust Office.
Upon the telephone request of the Owner Trustee, the Trustee will promptly
furnish the Owner Trustee a list of Noteholders as of the date specified by the
Owner Trustee.

            (b) The Servicer shall deliver to the Owner Trustee, the Trustee and
the Rating Agencies, promptly after having obtained knowledge thereof, but in no
event later than five (5) Business Days thereafter, written notice in an
Officers' Certificate of any event which with the giving of notice or lapse of
time, or both, would become a Servicer Default under Section 8.1(a) or (b).

      SECTION 4.11. Annual Independent Certified Public Accountants' Report. The
Servicer shall cause a firm of independent certified public accountants, which
may also render other services to the Servicer or the Depositor, to deliver to
the Depositor, the Owner Trustee and the Trustee on or before October 31 of each
year as of June 30 of the preceding fiscal year, beginning October 31, 1997, (1)
a report addressed to the Board of Directors of the Servicer, to the effect that
such firm has examined the financial statements of the Servicer and issued its
report and therefor and that such examination was made in accordance with
generally accepted auditing standards (except as otherwise noted therein), and
accordingly included such tests of the accounting records and such other
auditing procedures as such firm considered necessary in the circumstances; and
(2) a report on description of lease and loan servicing operations and tests of
operating effectiveness in form and substance as is currently prepared on an
annual basis with respect to Servicer. The Servicer shall also concurrently
cause the accountants to deliver a report addressed to the Servicer, the Trustee
and the Owner Trustee to the effect that (1) a review in accordance with agreed
upon procedures was made of three randomly selected Servicer Certificates; (2)
except as disclosed in the report, no exceptions or errors in the Servicer
Certificates were found; and (3) the delinquencies and loss information,
relating to the Receivables contained in the Servicer Certificates were found to
be accurate.


                                      -31-
<PAGE>

      Such report will also indicate that the firm is independent of the
Servicer within the meaning of the Code of Professional Ethics of the American
Institute of Certified Public Accountants.

      SECTION 4.12. Access to Certain Documentation and Information Regarding
Receivables. The Servicer shall provide to the Certificateholders and
Noteholders access to the Receivable Files in such cases where the
Certificateholders or the Noteholders shall be required by applicable statutes
or regulations to review such documentation as demonstrated by evidence
satisfactory to the Servicer in its reasonable judgment. Access shall be
afforded without charge, but only upon reasonable request (not less than
seventy-two hours) and during the normal business hours at the respective
offices of the Servicer. Nothing in this Section shall affect 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 to
information as a result of such obligation shall not constitute a breach of this
Section.

      SECTION 4.13. Servicer Expenses. The Servicer shall be required to pay all
expenses incurred by it in connection with its activities hereunder, including
fees and disbursements of independent accountants, taxes imposed on the Servicer
and expenses incurred in connection with distributions and reports to
Certificateholders and Noteholders.

      SECTION 4.14. Appointment of Subservicer. The Servicer may at any time
appoint a subservicer to perform all or any portion of its obligations as
Servicer hereunder; provided, however, that the Rating Agency Condition shall
have been satisfied in connection therewith; provided further that the Servicer
shall remain obligated and be liable to the Issuer, the Owner Trustee, the
Trustee, the Certificateholders and the Noteholders for the servicing and
administering of the Receivables in accordance with the provisions hereof
without diminution of such obligation and liability by virtue of the appointment
of such subservicer and to the same extent and under the same terms and
conditions as if the Servicer alone were servicing and administering the
Receivables. The fees and expenses of the subservicer shall be as agreed between
the Servicer and its subservicer from time to time and none of the Issuer, the
Owner Trustee, the Trustee, the Certificateholders or the Noteholders shall have
any responsibility therefor.

                                    ARTICLE 5

                         Distributions; Reserve Account;

                Statements to Certificateholders and Noteholders

      SECTION 5.1. Establishment of Trust Accounts. (a) (i) The Servicer, for
the benefit of the Noteholders and the Certificateholders, shall establish and
maintain in the name of the Trustee an Eligible Deposit Account (the "Collection
Account"), bearing a designation clearly indicating that the funds deposited
therein are held for the benefit of the Noteholders and the Certificateholders.
The Collection Account shall initially be established with the Trustee.


                                      -32-
<PAGE>

                  (ii) The Servicer, for the benefit of the Noteholders, shall
            establish and maintain in the name of the Trustee an Eligible
            Deposit Account (the "Note Distribution Account"), bearing a
            designation clearly indicating that the funds deposited therein are
            held for the benefit of the Noteholders. The Note Distribution
            Account shall initially be established with the Trustee.

                  (iii) The Servicer, for the benefit of the Noteholders and the
            Certificateholders, shall establish and maintain in the name of the
            Trustee an Eligible Deposit Account (the "Reserve Account"), bearing
            a designation clearly indicating that the funds deposited therein
            are held for the benefit of the Noteholders and the
            Certificateholders. The Reserve Account shall be maintained with the
            Trustee as long as the Trustee is an Eligible Institution.

            (b) Funds on deposit in the Collection Account, the Note
Distribution Account, the Payahead Account and the Reserve Account (collectively
the "Trust Accounts") and the Certificate Distribution Account shall be invested
by the Trustee with respect to Trust Accounts and by the Owner Trustee with
respect to the Certificate Distribution Account (or any custodian with respect
to funds on deposit in any such account) in Eligible Investments selected in
writing by the Servicer (pursuant to standing instructions delivered to a Trust
Officer of the Trustee and a Trust Officer of the Owner Trustee or other written
notice so delivered); provided, however, it is understood and agreed that
neither the Trustee nor the Owner Trustee shall be liable for any loss arising
from such investment in Eligible Investments. All such Eligible Investments
shall be held by or on behalf of the Trustee or the Owner Trustee, as
applicable, for the benefit of the Noteholders or the Certificateholders, as
applicable; on each Distribution Date all interest and other investment income
(net of losses and investment expenses) on funds on deposit therein shall be
deposited into the Collection Account and shall be deemed to constitute a
portion of the Interest Distribution Amount. Other than as permitted by the
Rating Agencies, funds on deposit in the Collection Account, the Note
Distribution Account, the Certificate Distribution Account, the Payahead Account
and the Reserve Account shall be invested in Eligible Investments that will
mature so that such funds will be available at the close of business on the
Transfer Date preceding the following Distribution Date. Funds deposited in a
Trust Account or the Certificate Distribution Account on a Transfer Date which
immediately precedes a Distribution Date upon the maturity of any Eligible
Investments are not required to be invested overnight.

            (c) (i) The Trustee shall possess all right, title and interest in
all funds on deposit from time to time in the Trust Accounts and in all proceeds
thereof (including all income thereon) and all such funds, investments, proceeds
and income shall be part of the Owner Trust Estate. Except as otherwise provided
herein, the Trust Accounts shall be under the sole dominion and control of the
Trustee for the benefit of the Noteholders and the Certificateholders, or the
Noteholders, as the case may be. If, at any time, any of the Trust Accounts or
the Certificate Distribution Account ceases to be an Eligible Deposit Account,
the Trustee (or the Servicer on its behalf) or the Owner Trustee, as applicable,
shall within 10 Business Days (or such longer period as to which each Rating
Agency may consent) establish a 


                                      -33-
<PAGE>

new Trust Account or new Certificate Distribution Account, as applicable, as an
Eligible Deposit Account and shall transfer any cash and/or any investments to
such new Trust Account or a new Certificate Distribution Account, as applicable.
In connection with the foregoing, the Servicer agrees that, in the event that
(A) any of the Trust Accounts (other than the Certificate Distribution Account)
are not accounts with the Trustee or (B) the Certificate Distribution Account is
not an account with the Owner Trustee, the Servicer shall notify the Trustee or
the Owner Trustee, as applicable, in writing promptly upon any of such Trust
Accounts ceasing to be an Eligible Deposit Account.


                  (ii) With respect to the Trust Account Property, the Trustee,
            and with respect to the Certificate Distribution Account, the Owner
            Trustee, agrees, by its respective acceptance hereof, that:

                        (A) any Trust Account Property or any property in the
                  Certificate Distribution Account that is held in deposit
                  accounts shall be held solely in Eligible Deposit Accounts
                  subject to the penultimate sentence of Section 5.1(c)(i); and,
                  except as otherwise provided herein, each such Eligible
                  Deposit Account shall be subject to the exclusive custody and
                  control of the Trustee with respect to the Trust Accounts and
                  the Owner Trustee with respect to the Certificate Distribution
                  Account, and the Trustee or the Owner Trustee, as applicable,
                  shall have sole signature authority with respect thereto;

                        (B) any Trust Account Property that constitutes Physical
                  Property shall be delivered to the Trustee in accordance with
                  paragraph (a) of the definition of "Delivery" and shall be
                  held, pending maturity or disposition, solely by the Trustee
                  or a financial intermediary (as such term is defined in
                  Section 8-313(4) of the UCC) acting solely for the Trustee;

                        (C) any Trust Account Property that is a book- entry
                  security held through the Federal Reserve System pursuant to
                  Federal book-entry regulations shall be delivered in
                  accordance with paragraph (b) of the definition of "Delivery"
                  and shall be maintained by the Trustee, pending maturity or
                  disposition, through continued book-entry registration of such
                  Trust Account Property as described in such paragraph; and

                        (D) any Trust Account Property that is an
                  "uncertificated security" under Article 8 of the UCC and that
                  is not governed by clause (C) above shall be delivered to the
                  Trustee in accordance with paragraph (c) of the definition of
                  "Delivery" and shall be maintained by the Trustee, pending
                  maturity or disposition, through continued registration of the
                  Trustee's (or its nominee's) ownership of such security.


                                      -34-
<PAGE>

                  (iii) The Servicer shall have the power, revocable by the
            Trustee or by the Owner Trustee with the consent of the Trustee, to
            instruct the Trustee to make withdrawals and payments from the Trust
            Accounts for the purpose of permitting the Servicer or the Owner
            Trustee to carry out its respective duties hereunder or permitting
            the Trustee to carry out its duties under the Indenture.

            (d) (i) The Servicer shall establish and maintain with the Trustee
an Eligible Deposit Account (the "Payahead Account"). On the Closing Date, the
Depositor shall cause to be deposited $27,629.53 in the Payahead Account
representing all collected funds received in connection with the Actuarial
Receivables prior to the Cutoff Date that are due on or after the Cutoff Date,
consisting of all or a portion of the Scheduled Payments due on the Actuarial
Receivables in any Collection Period following the first Collection Period.

                  (ii) The Servicer shall on or prior to each Distribution Date
            (and prior to deposits to the Note Distribution Account or the
            Certificate Distribution Account) transfer from the Collection
            Account to the Payahead Account all Payaheads as described in
            Section 5.3 received by the Servicer during the Collection Period.
            Notwithstanding the foregoing and the first sentence of Section 5.2,
            for so long as the Servicer is permitted to make monthly remittances
            to the Collection Account pursuant to Section 5.2, Payaheads need
            not be remitted to and deposited in the Payahead Account but instead
            may be remitted to and held by the Servicer. So long as such
            condition is met, the Servicer shall not be required to segregate or
            otherwise hold separate any Payaheads remitted to the Servicer as
            aforesaid but shall be required to remit Payaheads to the Collection
            Account in accordance with Section 5.5(a).

      SECTION 5.2. Collections. On the Closing Date, the Depositor shall cause
to be deposited $276,654.50 in the Collection Account representing all collected
funds received on the Receivables after the Cutoff Date and prior to the Closing
Date. The Servicer shall remit within two Business Days of receipt thereof to
the Collection Account all collected funds received from payments by or on
behalf of the Obligors with respect to the Receivables, and all Liquidation
Proceeds, both as collected during the Collection Period. Notwithstanding the
foregoing, for so long as (i) the Servicer is Oxford Resources Corp., (ii) no
Servicer Default shall have occurred and be continuing, (iii) if the Servicer
does not have a short term debt rating or deposit rating as applicable, of at
least A-1 from Standard & Poor's and P-1 from Moody's, a guaranty, letter of
credit, surety bond or other similar instrument is issued covering collections,
any amounts referred to in clause (e) of the definition of Available Principal
and Liquidation Proceeds held by Oxford Resources Corp., which is acceptable to
the Rating Agencies and issued by an entity, which has a short-term debt or
deposit rating, as applicable, of at least A-1 from Standard & Poor's and P-1
from Moody's; and (iv) the Rating Agency Condition shall have been satisfied
(and any conditions or limitations imposed by the Rating Agencies in connection
therewith are complied with), the Servicer shall remit such collections to the
Collection Account on the related Transfer Date. For purposes of this Article V
the phrase 


                                      -35-
<PAGE>

"payments by or on behalf of Obligors" shall mean payments made with
respect to the Receivables by Persons other than the Servicer, the Sponsor or
the Depositor.

      SECTION 5.3. Application of Collections. (a) All collections for the
Collection Period shall be applied by the Servicer as follows:

      With respect to each Actuarial Receivable (other than a Purchased
Receivable), payments by or on behalf of the Obligor shall be applied first to
reduce Outstanding Advances as described in Section 5.7(a). Next, any excess
shall be applied, in the case of Actuarial Receivables, to the Scheduled Payment
and, shall be applied in the case of Simple Interest Receivables, to interest
and principal in accordance with the Simple Interest Method. With respect to
Actuarial Receivables, any remaining excess shall be added to the Payahead
Balance, and shall be applied to prepay the Actuarial Receivable, but only if
the sum of such excess and the previous Payahead Balance shall be sufficient to
prepay the Actuarial Receivable in full. Otherwise, any such remaining excess
payments shall constitute a Payahead and shall increase the Payahead Balance.

            (b) All Liquidation Proceeds shall be applied to the related
Receivable in accordance with the Servicer's customary servicing procedures.

      SECTION 5.4. Additional Deposits. The Servicer shall deposit in the
Collection Account the aggregate Advances pursuant to Section 5.7. The Servicer,
the Sponsor and the Depositor shall deposit or cause to be deposited in the
Collection Account the aggregate Purchase Amount with respect to any Purchased
Receivables and the Depositor shall deposit therein any amounts to be paid under
Section 9.1. The Servicer will deposit or cause to be deposited the aggregate
Purchase Amount with respect to Purchased Receivables within two Business Days
after such obligations become due, unless the Servicer shall not be required to
make deposits within two Business Days of receipt pursuant to Section 5.2 (in
which case such deposit will be made by the related Transfer Date). All such
other deposits shall be made on the Transfer Date following the end of the
related Collection Period.

      SECTION 5.5. Distributions. (a) On each Distribution Date, the Trustee
shall cause to be transferred from the Payahead Account, or from the Servicer in
the event the provisions of Section 5.1(d)(ii) are applicable, (i) to the
Collection Account, in immediately available funds, the aggregate previous
Payaheads to be applied to Scheduled Payments on Actuarial Receivables for the
related Collection Period or prepayments for the related Collection Period,
pursuant to Sections 5.3 and 5.7, in the amounts set forth in the Servicer's
Certificate for such Distribution Date and (ii) to the Depositor, in immediately
available funds, the investment earnings, net of losses on the Payaheads for the
related Collection Period. A single, net transfer may be made.

            (b) On each Determination Date, the Servicer shall calculate all
amounts required to determine the amounts to be deposited from the Reserve
Account into the Collection Account and from the Collection Account into the
Note Distribution Account and the Certificate Distribution Account.


                                      -36-
<PAGE>

            (c) On or before each Distribution Date, the Servicer shall instruct
the Trustee (based on the information contained in the Servicer's Certificate
delivered on the related Determination Date pursuant to Section 4.9) to withdraw
from the Reserve Account and deposit in the Collection Account and the Trustee
shall so withdraw and deposit the Reserve Account Transfer Amount for such
Distribution Date.

            (d) The Servicer shall instruct the Trustee (based on the
information contained in the Servicer's Certificate delivered on the related
Determination Date pursuant to Section 4.9) to make, and the Trustee shall make,
a distribution from the Collection Account to the Servicer by 11:00 a.m. (New
York time), amounts in respect of Outstanding Advances to the extent that the
Servicer is entitled to reimbursement in respect thereof in accordance with
Section 5.7. Subject to the last paragraph of this Section 5.5(d), no later than
each Distribution Date, the Servicer shall instruct the Trustee (based on the
information contained in the Servicer's Certificate delivered on the related
Determination Date pursuant to Section 4.9) to make, and the Trustee shall make,
the following deposits and distributions from the Collection Account for deposit
in the applicable Account by 10:00 a.m. (New York time), to the extent of the
Total Distribution Amount, in the following order of priority:

                  (i) to the Servicer, from the Total Distribution Amount, the
            Total Servicing Fee;

                  (ii) to the Note Distribution Account, from the Total
            Distribution Amount remaining after the application of clause (i),
            the Noteholders' Interest Distributable Amount;

                  (iii) to the Owner Trustee for deposit in the Certificate
            Distribution Account, from the Total Distribution Amount remaining
            after the application of clause (i) and clause (ii), the
            Certificateholders' Interest Distributable Amount;

                  (iv) to the Note Distribution Account, from the Total
            Distribution Amount remaining after the application of clauses (i)
            through (iii), the Noteholders' Principal Distributable Amount;

                  (v) to the Owner Trustee for deposit in the Certificate
            Distribution Account, from the Total Distribution Amount remaining
            after the application of clauses (i) through (iv), the
            Certificateholders' Principal Distributable Amount; and

                  (vi) to the Trustee for deposit in the Reserve Account, from
            the Total Distribution Amount, the amounts remaining after the
            application of clauses (i) through (v) above provided, however, that
            following the occurrence of an Event of Default pursuant to Section
            5.1(i), 5.1(ii), 5.1(iv) or 5.1(v) of the Indenture, an acceleration
            of the Notes pursuant to Section 5.2 of the Indenture or an
            Insolvency Event with respect to the holder of the GP Interest,
            amounts on 


                                      -37-
<PAGE>

            deposit in the Collection Account will be deposited in the Note
            Distribution Account to the extent necessary to pay accrued and
            unpaid interest on the Notes and then, to the extent funds are
            available therefore, principal on the Notes until the principal
            balance of the Notes has been reduced to zero, before any amounts
            are deposited in the Certificate Distribution Account. Following the
            payment in full of the Notes, amounts on deposit in the Collection
            Account will be deposited in the Certificate Distribution Account to
            the extent necessary to pay accrued and unpaid interest on the
            Certificates and then, to the extent funds are available therefore,
            principal on the Certificates until the principal balance thereof
            has been reduced to zero.

            In the event that the Collection Account is maintained with an
institution other than the Trustee, the Servicer shall instruct and cause such
institution to make all deposits and distributions pursuant to this Section
5.5(d) on the related Transfer Date.

      SECTION 5.6. Reserve Account. (a) On the Closing Date, the Depositor shall
deposit the Reserve Account Initial Deposit into the Reserve Account. In no
circumstances will the Depositor be required to deposit from its own funds any
amounts in the Reserve Account other than the Reserve Account Initial Deposit to
be made on the Closing Date.

            (b) If the amount on deposit in the Reserve Account on any
Distribution Date (after giving effect to any and all deposits and withdrawals
therefrom on such Distribution Date) is greater than the Specified Reserve
Account Balance for such Distribution Date, the Servicer shall instruct the
Trustee to distribute, and the Trustee shall distribute, the amount of the
excess to the Depositor. Amounts properly distributed to the Depositor pursuant
to Section 5.6(b) shall be deemed released from the Trust and the security
interest therein granted to the Trustee and the Depositor shall in no event
thereafter be required to refund any such distributed amounts.

      SECTION 5.7. Advances. (a) As of the close of business on the last day of
each Collection Period, if the payments by or on behalf of the Obligor on an
Actuarial Receivable (other than a Purchased Receivable) shall be less than the
Scheduled Payment, the Payahead Balance shall be applied by the Servicer to the
extent of the shortfall and such Payahead Balance shall be reduced accordingly.
Next, the Servicer shall advance any remaining shortfall (such amount an
"Advance"), to the extent that the Servicer, at its sole discretion, shall
determine that the Advance shall be recoverable from the Obligor, the Purchase
Amount, Liquidation Proceeds or proceeds of any other Actuarial Receivables.
With respect to each Actuarial Receivable, the Advance shall increase
Outstanding Advances. Outstanding Advances shall be reduced by subsequent
payments by or on behalf of the Obligor, collections of Liquidation Proceeds in
respect of the related Receivable or payments of the Purchase Amount of the
related Receivable.

            If the Servicer shall determine that an Outstanding Advance with
respect to any Actuarial Receivable shall not be recoverable as aforesaid, the
Servicer shall be reimbursed from any collections (including Liquidation
Proceeds) on other Actuarial Receivables in the 


                                      -38-
<PAGE>

Trust and Outstanding Advances with respect to such Actuarial Receivables shall
be reduced accordingly.

            (b) The Servicer shall not make any advance with respect to interest
on or principal of Simple Interest Receivables.

      SECTION 5.8. Statements to Certificateholders and Noteholders. On each
Determination Date, the Servicer shall provide to the Trustee (with a copy to
the Rating Agencies) for the Trustee to forward to each Noteholder of record, to
each Paying Agent, if any, and to the Owner Trustee for the Owner Trustee to
forward to each Certificateholder of record, a statement substantially in the
form of Exhibit A, setting forth at least the following information as to the
Notes and the Certificates to the extent applicable:

                  (i) the amount of such distribution allocable to principal of
            the Notes and to the Certificate Balance of the Certificates;

                  (ii) the amount of such distribution allocable to interest on
            or with respect to the Notes and to the Certificates;

                  (iii) the Pool Balance as of the close of business on the last
            day of the preceding Collection Period, after giving effect to
            payments allocated to principal reported under (i) above;

                  (iv) the aggregate outstanding principal balance of the Notes,
            the Note Pool Factor for the Notes, the Certificate Balance and the
            Certificate Pool Factor after giving effect to payments allocated to
            principal reported under (i) above;

                  (v) the amount of the Total Servicing Fee paid to the Servicer
            with respect to the related Collection Period;

                  (vi) the amount of the aggregate Realized Losses, net of
            Recoveries, if any, for such Collection Period;

                  (vii) the Reserve Account Transfer Amount, if any, for such
            Distribution Date, the average of the Charge-off Rates and the
            Delinquency Percentages for the three preceding Collection Periods,
            the Specified Reserve Account Balance for such Distribution Date,
            the amount distributed to the Depositor from the Reserve Account on
            such Distribution Date, and the balance of the Reserve Account (if
            any) on such Distribution Date, after giving effect to changes
            therein on such Distribution Date;

                  (viii) the Noteholders' Interest Carryover Shortfall, the
            Certificateholders' Interest Carryover Shortfall, the Noteholders'
            Principal Carryover Shortfall, and the Certificateholders' Principal
            Carryover Shortfall;


                                      -39-
<PAGE>

                  (ix) the aggregate Purchase Amount paid by the Sponsor, the
            Depositor or the Servicer with respect to the related Collection
            Period; and

                  (x) the aggregate Payahead Balance.

      Each amount set forth pursuant to paragraph (i), (ii), (v) or (viii) above
shall be expressed as a dollar amount per $1,000 of the initial principal
balance of the Notes or the initial Certificate Balance, as applicable.

      SECTION 5.9. Net Deposits. As an administrative convenience, if the
Servicer is not required to remit collected funds within two Business Days of
receipt thereof, the Servicer will be permitted to make the deposit of such
funds, aggregate Advances and Purchase Amounts for or with respect to the
Collection Period net of distributions to be made to the Servicer with respect
to the Collection Period. Similarly, the Servicer may cause to be made a single,
net transfer, from the Collection Account to the Payahead Account, or vice
versa. The Servicer, however, will account to the Owner Trustee, the Trustee,
the Noteholders and the Certificateholders as if all deposits, distributions and
transfers were made individually.

      SECTION 5.10. Rule 144A Information. For so long as any of the Securities
are "restricted securities" within the meaning of Rule 144(A)(3) under the
Securities Act, the Depositor and the Trustee agree to cooperate with the
Servicer to provide to any Securityholder and to any prospective purchaser of
Securities who is a "Qualified Institutional Buyer" (as defined in Rule 144A
under the Securities Act) designated by such Securityholder, upon the request of
such Securityholder or such prospective purchaser, any information required to
be provided to such Securityholder or such prospective purchaser to satisfy the
condition set forth in Rule 144A(d)(4) under the Securities Act.

                                    ARTICLE 6

                                  The Depositor

      SECTION 6.1. Representations of Depositor. The Depositor makes the
following representations on which the Issuer is deemed to have relied in
acquiring the Receivables. The representations speak as of the execution and
delivery of this Agreement and shall survive the sale of the Receivables to the
Issuer and the pledge thereof to the Trustee pursuant to the Indenture.

            (a) Organization and Good Standing. The Depositor is duly organized
and validly existing as a corporation in good standing under the laws of the
State of New York with the corporate power and authority to own its properties
and to conduct its business as such properties are currently owned and such
business is presently conducted, and had at all relevant times, and has, the
power, authority and legal right to acquire and own the Receivables.

            (b) Due Qualification. The Depositor is duly qualified to do
business as a foreign corporation in good standing, and has obtained all
necessary licenses and approvals in 


                                      -40-
<PAGE>

all jurisdictions in which the ownership or lease of property or the conduct of
its business shall require such qualifications.

            (c) Power and Authority of the Depositor. The Depositor has the
corporate power and authority to execute and deliver this Agreement and to
perform its obligations under each of the Basic Documents to which the Depositor
is a party; the Depositor has full corporate power and authority to sell and
assign the property to be sold and assigned to and deposited with the Issuer and
the Depositor has duly authorized such sale and assignment to the Issuer by all
necessary corporate action; and the execution, delivery and performance of each
of the Basic Documents to which the Depositor is a party has been duly
authorized by the Depositor by all necessary corporate action.

            (d) Binding Obligation. This Agreement and each of the Basic
Documents to which the Depositor is a party constitute legal, valid and binding
obligations of the Depositor, enforceable in accordance with their respective
terms, subject to applicable bankruptcy, insolvency, moratorium, fraudulent
conveyance, reorganization and similar laws now or hereafter in effect relating
to creditors' rights generally and subject to general principles of equity
(whether applied in a proceeding at law or in equity).

            (e) No Violation. The consummation of the transactions contemplated
by this Agreement and the fulfillment of the terms hereof do not result in any
breach of any of the terms and provisions of, nor constitute (with or without
notice or lapse of time or both) a default under, the articles of association or
by-laws of the Depositor, or any material indenture, agreement or other
instrument to which the Depositor is a party or by which it shall be bound; nor
result in the creation or imposition of any Lien upon any of its properties
pursuant to the terms of any such indenture, agreement or other instrument
(other than pursuant to the Basic Documents); nor violate any law or, to the
best of its knowledge, any order, rule or regulation applicable to the Depositor
of any court or of any Federal or state regulatory body, administrative agency
or other governmental instrumentality having jurisdiction over the Depositor or
its properties.

            (f) No Proceedings. There are no proceedings or investigations
pending against the Depositor or, to its best knowledge, threatened against the
Depositor, before any court, regulatory body, administrative agency or other
governmental instrumentality having jurisdiction over the Depositor or its
properties: (i) asserting the invalidity of this Agreement or any of the Basic
Documents, the Notes or the Certificates, (ii) seeking to prevent the issuance
of the Notes or the Certificates or the consummation of any of the transactions
contemplated by this Agreement or any of the Basic Documents, (iii) seeking any
determination or ruling that could reasonably be expected to have a material and
adverse effect on the performance by the Depositor of its obligations under, or
the validity or enforceability of the Basic Documents, the Notes or the
Certificates or (iv) seeking to affect adversely the Federal or state income tax
or ERISA attributes of the Issuer, the Notes or the Certificates.

            (g) All Consents. All authorizations, licenses, consents, orders or
approvals of or registrations or declarations with any court, regulatory body,
administrative agency or 


                                      -41-
<PAGE>

other government instrumentality required to be obtained, effected or given by
the Depositor in connection with the execution and delivery by the Depositor of
this Agreement or any of the Basic Documents to which it is a party and the
performance by the Depositor of the transactions contemplated by this Agreement
or any of the Basic Documents to which it is a party, have been duly obtained,
effected or given and are in full force and effect, except where failure to
obtain the same would not have a material adverse effect upon the rights of the
Issuer, the Noteholders or the Certificateholders.

      SECTION 6.2. Corporate Existence. (a) During the term of this Agreement,
subject to Section 6.4, the Depositor will keep in full force and effect its
existence, rights and franchises as a corporation under the laws of the
jurisdiction of its incorporation and will obtain and preserve its qualification
to do business in each jurisdiction in which such qualification is or shall be
necessary to protect the validity and enforceability of this Agreement, the
Basic Documents and each other instrument or agreement necessary or appropriate
to the proper administration of this Agreement and the transactions contemplated
hereby.

            (b) During the term of this Agreement, the Depositor shall observe
the applicable legal requirements for the recognition of the Depositor as a
legal entity separate and apart from its affiliates, including as follows:

                  (i) the Depositor shall maintain corporate records and books
            of account separate from those of its affiliates;

                  (ii) except as otherwise provided in this Agreement, the
            Depositor shall not commingle its assets and funds with those of its
            affiliates;

                  (iii) the Depositor shall hold such appropriate meetings of
            its Board of Directors as are necessary to authorize all the
            Depositor's corporate actions required by law to be authorized by
            the Board of Directors, shall keep minutes of such meetings and of
            meetings of its stockholder(s) and observe all other customary
            corporate formalities (and any successor Depositor not a corporation
            shall observe similar procedures in accordance with its governing
            documents and applicable law);

                  (iv) the Depositor shall at all times hold itself out to the
            public under the Depositor's own name as a legal entity separate and
            distinct from its affiliates; and

                  (v) all transactions and dealings between the Depositor and
            its affiliates will be conducted on an arm's-length basis

      SECTION 6.3. Liability of Depositor; Indemnities. The Depositor shall be
liable in accordance herewith only to the extent of the obligations specifically
undertaken by the Depositor under this Agreement and the representations made by
the Depositor in this Agreement.


                                      -42-
<PAGE>

            (a) The Depositor shall indemnify, defend and hold harmless the
Issuer, the Owner Trustee and the Trustee and their respective officers,
directors, employees and agents from and against any taxes that may at any time
be asserted against any such Person with respect to the transactions
contemplated in this Agreement and any of the Basic Documents (except any income
taxes arising out of fees paid to the Owner Trustee or the Trustee and except
any taxes to which the Owner Trustee or the Trustee may otherwise be subject
to), including any sales, gross receipts, general corporation, tangible personal
property, privilege or license taxes (but, in the case of the Issuer, not
including any taxes asserted with respect to, and as of the date of, the sale of
the Receivables to the Issuer or the issuance and original sale of the
Certificates and the Notes, or asserted with respect to ownership of the
Receivables or Federal or other income taxes arising out of distributions on the
Certificates and the Notes) and reasonable costs and expenses in defending
against the same or in connection with any application relating to the Notes or
Certificates under any state securities laws.

            (b) The Depositor shall indemnify, defend and hold harmless the
Issuer, the Owner Trustee, the Trustee, the Certificateholders and the
Noteholders and the officers, directors, employees and agents of the Issuer, the
Owner Trustee and the Trustee from and against any and all costs, expenses,
losses, claims, damages and liabilities to the extent arising out of, or imposed
upon such Person through (i) the Depositor's willful misfeasance, bad faith or
gross negligence in the performance of its duties under this Agreement, or by
reason of reckless disregard of its obligations and duties under this Agreement
and (ii) the Depositor's or the Issuer's violation of Federal or state
securities laws in connection with the offering and sale of the Notes and the
Certificates or in connection with any application relating to the Notes or
Certificates under any state securities laws.

            (c) The Depositor shall be liable as primary obligor for, and shall
indemnify, defend and hold harmless the Owner Trustee and its officers,
directors, employees and agents from and against any and all losses, claims,
damages and liabilities and reasonable costs and expenses arising out of, or
incurred in connection with, this Agreement or any of the Basic Documents, the
Owner Trust Estate, the acceptance or performance of the trusts and duties set
forth herein and in the Trust Agreement or the action or the inaction of the
Owner Trustee hereunder and under the Trust Agreement, except to the extent that
such cost, expense, loss, claim, damage or liability: (i) shall be due to the
willful misfeasance, bad faith or negligence of the Owner Trustee, or (ii) shall
arise from the breach by the Owner Trustee of any of its representations or
warranties set forth in Section 7.3 of the Trust Agreement. Such liability and
indemnification shall survive the termination of the Trust. In the event of any
claim, action or proceeding for which indemnity will be sought pursuant to this
paragraph, the Owner Trustee's choice of legal counsel shall be subject to the
approval of the Depositor, which approval shall not be unreasonably withheld.

            (d) The Depositor shall pay any and all taxes levied or assessed
upon all or any part of the Trust Estate (other than those taxes expressly
excluded from the Depositor's responsibilities pursuant to the parentheticals in
paragraph (a) above).


                                      -43-
<PAGE>

      Indemnification under this Section shall survive the resignation or
removal of the Owner Trustee or the Trustee and the termination of this
Agreement or the Indenture or the Trust Agreement, as applicable, and shall
include reasonable fees and expenses of counsel and other reasonable expenses of
litigation. If the Depositor shall have made any indemnity payments pursuant to
this Section and the Person to or on behalf of whom such payments are made
thereafter shall collect any of such amounts from others, such Person shall
promptly repay such amounts to the Depositor, without interest.

      SECTION 6.4. Merger or Consolidation of, or Assumption of the Obligations
of, Depositor. Any Person (a) into which the Depositor may be merged or
consolidated, (b) which may result from any merger or consolidation to which the
Depositor shall be a party or (c) which may succeed to the properties and assets
of the Depositor substantially as a whole, shall be the successor to the
Depositor without the execution or filing of any document or any further act by
any of the parties to this Agreement; provided, however, that the Depositor
hereby covenants that it will not consummate any of the foregoing transactions
except upon satisfaction of the following: (i) the surviving Depositor if other
than Centrex Capital Automobile Assets (Number Three), Inc. executes an
agreement of assumption to perform every obligation of the Depositor under this
Agreement, (ii) immediately after giving effect to such transaction, no
representation or warranty made pursuant to Section 3.1 or 6.1 shall have been
breached and no Event of Default, and no event that, after notice or lapse of
time, or both, would become an Event of Default shall have happened and be
continuing, (iii) the Depositor shall have delivered to the Owner Trustee and
the Trustee an Officers' Certificate and an Opinion of Counsel each stating that
such consolidation, merger or succession and such agreement of assumption comply
with this Section and that all conditions precedent, if any, provided for in
this Agreement relating to such transaction have been complied with, and that
the Rating Agency Condition shall have been satisfied with respect to such
transaction, (iv) the surviving Depositor shall have a consolidated net worth at
least equal to that of the predecessor Depositor, (v) such transaction will not
result in a material adverse federal or state tax consequence to the Issuer, the
Noteholders or the Certificateholders and (vi) unless Centrex Capital Automobile
Assets (Number Three), Inc., is the surviving entity, the Depositor shall have
delivered to the Owner Trustee and the Trustee an Opinion of Counsel either (A)
stating that, in the opinion of such counsel, all financing statements and
continuation statements and amendments thereto have been executed and filed that
are necessary fully to preserve and protect the interest of the Owner Trustee
and Trustee, respectively, in the Receivables and reciting the details of such
filings, or (B) stating that, in the opinion of such counsel, no such action
shall be necessary to preserve and protect such interests.

      SECTION 6.5. Limitation on Liability of Depositor and Others. The
Depositor and any director or officer or employee or agent of the Depositor may
rely in good faith on the advice of counsel or on any document of any kind,
prima facie properly executed and submitted by any Person respecting any matters
arising under any Basic Document (provided that such reliance shall not limit in
any way the Depositor's obligations under Section 3.2). The Depositor shall not
be under any obligation to appear in, prosecute or defend any legal action 


                                      -44-
<PAGE>

that shall not be incidental to its obligations under this Agreement, and that
in its opinion may involve it in any expense or liability.

      SECTION 6.6. Depositor May Own Certificates or Notes. The Depositor and
any Affiliate thereof may in its individual or any other capacity become the
owner or pledgee of Certificates or Notes with the same rights as it would have
if it were not the Depositor or an Affiliate thereof, except as expressly
provided herein or in any Basic Document.

      SECTION 6.7. Security Interest. During the term of this Agreement, the
Depositor will not take any action to assign the security interest in any
Financed Vehicles other than pursuant to the Basic Documents.

                                    ARTICLE 7

                                  The Servicer

      SECTION 7.1. Representations of Servicer. The Servicer makes the following
representations on which the Issuer is deemed to have relied in acquiring the
Receivables. The representations speak as of the execution and delivery of the
Agreement and shall survive the sale of the Receivables to the Issuer and the
pledge thereof to the Trustee pursuant to the Indenture.

            (a) Organization and Good Standing. The Servicer is duly organized
and validly existing as a corporation in good standing under the laws of the
State of New York with the corporate power and authority to own its properties
and to conduct its business as such properties are currently owned and such
business is presently conducted, and had at all relevant times, and has, the
power, authority and legal right to service the Receivables.

            (b) Due Qualification. The Servicer is duly qualified to do business
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) shall
require such qualifications.

            (c) Power and Authority of the Servicer. The Servicer has the
corporate power and authority to execute and deliver this Agreement and to
perform its obligations hereunder, and the execution, delivery and performance
of this Agreement have been duly authorized by the Servicer by all necessary
corporate action. All authorizations, consents, orders or approvals of or
registrations or declarations with any court, regulatory body, administrative
agency or other government instrumentality required to be obtained, effected or
given by the Servicer in connection with the execution and delivery by the
Servicer of this Agreement or any of the Basic Documents to which it is a party
and the performance by the Servicer of the transactions contemplated by this
Agreement or any of the Basic Documents to which it is a party, have been duly
obtained, effected or given and are in full force and effect, except where
failure to obtain the same would not have a material adverse effect upon the
rights of the Issuer, the Noteholders or the Certificateholders.


                                      -45-
<PAGE>

            (d) Binding Obligation. This Agreement constitutes a legal, valid
and binding obligation of the Servicer, enforceable in accordance with its
terms, subject to applicable bankruptcy, insolvency, moratorium, fraudulent
conveyance, reorganization and similar laws now or hereafter in effect relating
to creditors' rights generally and subject to general principles of equity
(whether applied in a proceeding of law or in equity).

            (e) No Violation. The consummation of the transactions contemplated
by this Agreement and the fulfillment of the terms hereof do not result in any
breach of any of the terms and provisions of, nor constitute (with or without
notice or lapse of time or both) a default under the articles of association or
by-laws of the Servicer, or any material indenture, agreement or other
instrument to which the Servicer is a party or by which it shall be bound; nor
result in the creation or imposition of any Lien upon any of its properties
pursuant to the terms of any such indenture, agreement or other instrument
(other than pursuant to the Basic Documents); nor violate any law or, to the
best of its knowledge, any 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
its properties.

            (f) No Proceedings. There are no proceedings or investigations
pending against the Servicer, or, to its best knowledge, threatened against the
Servicer, before any court, regulatory body, administrative agency or other
governmental instrumentality having jurisdiction over the Servicer or its
properties: (i) asserting the invalidity of this Agreement or any of the Basic
Documents, the Notes or the Certificates, (ii) seeking to prevent the issuance
of the Notes or the Certificates or the consummation of any of the transactions
contemplated by this Agreement or any of the Basic Documents, (iii) seeking any
determination or ruling that could reasonably be expected to have a material and
adverse effect on the performance by the Servicer of its obligations under, or
the validity or enforceability of this Agreement or any of the Basic Documents,
the Notes or the Certificates or (iv) seeking to affect adversely the Federal or
state income tax or ERISA attributes of the Issuer, the Notes or the
Certificates.

            (g) No Amendment or Waiver. No provision of any Receivable has been
waived, altered or modified in any respect, except pursuant to a document,
instrument or writing included in the relevant Receivable File, and no such
amendment, waiver, alteration or modification causes such Receivable not to
conform to the other warranties contained in this Section or those of the
Depositor and the Sponsor contained in Section 3.1.

            (h) Approvals. All approvals, licenses, authorizations, consents,
orders or other actions of any person, corporation or other organization, or of
any court, governmental agency or body or official, required in connection with
the execution and delivery of this Agreement have been or will be taken or
obtained on or prior to the Closing Date.

            (i) Location of Receivable Files. The Receivable Files are kept in
the offices of the Servicer, specified in Schedule B, or at such other office
specified in accordance with Section 3.4(b).


                                      -46-
<PAGE>

      SECTION 7.2. Indemnities of Servicer. The Servicer shall be liable in
accordance herewith only to the extent of the obligations specifically
undertaken by the Servicer under this Agreement.

      The Servicer shall indemnify, defend and hold harmless the Issuer, the
Owner Trustee, the Trustee, the Depositor, the Certificateholders and the
Noteholders and any of the officers, directors, employees and agents of the
Issuer, the Owner Trustee, the Trustee or the Depositor from any and all losses,
claims, damages, liabilities and reasonable costs and expenses (including
reasonable attorneys' fees and expenses) to the extent arising out of, or
imposed upon any such Person through, the gross negligence, willful misfeasance
or bad faith of the Servicer in the performance of its obligations and duties
under this Agreement or in the performance of the obligations and duties of any
subservicer under any subservicing agreement or by reason of the reckless
disregard of its obligations and duties under this Agreement or by reason of the
reckless disregard of the obligations of any subservicer under any subservicing
agreement, where the final determination that any such cost, expense, loss,
claim, damage or liability arose out of, or was imposed upon any such Person
through, any such gross negligence, willful misfeasance, bad faith or
recklessness on the part of the Servicer or any subservicer, is established by a
court of law, by an arbitrator or by way of settlement agreed to by the
Servicer. Notwithstanding the foregoing, if the Servicer is rendered unable, in
whole or in part, by virtue of an act of God, act of war, fires, earthquake or
other natural disasters, to satisfy its obligations under this Agreement, the
Servicer shall not be deemed to have breached any such obligation upon the
sending of written notice of such event to the other parties hereto, for so long
as the Servicer remains unable to perform such obligation as a result of such
event. This provision shall not be construed to limit the Servicer's or any
other party's rights, obligations, liabilities, claims or defenses which arise
as a matter of law or pursuant to any other provision of this Agreement.

      The Servicer shall indemnify, defend and hold harmless the Issuer, the
Owner Trustee, the Trustee, the Depositor, the Certificateholders and the
Noteholders or any of the officers, directors, employees and agents of the
Issuer, the Owner Trustee, the Trustee or the Depositor from any and all losses,
claims, damages, liabilities and reasonable costs and expenses (including
reasonable attorneys' fees and expenses) to the extent arising out of or imposed
upon any such Person as a result of any compensation payable to any subcustodian
or subservicer (including any fees payable in connection with the release of any
Receivable File from the custody of such subservicer or in connection with the
termination of the servicing activities of such subservicer with respect to any
Receivable) whether pursuant to the terms of any subservicing agreement or
otherwise.

      The Servicer shall indemnify, defend and hold harmless the Trustee, the
Owner Trustee, the Trust, the Depositor, the Certificateholders and the
Noteholders from and against any taxes that may at any time be asserted against
the Trustee, the Trust, the Owner Trustee, the Certificateholders, the
Noteholders or the Depositor (other than any taxes based upon the income of any
such person), with respect to the transactions contemplated herein including,
without limitation, any sales, gross receipts, general corporation, tangible
personal property, privilege, or license taxes and costs and expenses in
defending against the same.


                                      -47-
<PAGE>

      The Servicer shall indemnify, defend, and hold harmless the Owner Trustee
and Trustee from and against all reasonable costs and expenses, losses, claims,
damages, and liabilities arising out of or incurred in connection with the
acceptance or performance of the trusts and duties herein contained, if any,
except to the extent that such reasonable cost or expense, reasonable loss,
claim, damage or liability: (a) shall be due to the willful misfeasance, bad
faith, or gross negligence (except for errors in judgment) of the Owner Trustee
or Trustee; (b) relates to any tax other than the taxes with respect to which
the Servicer shall be required to indemnify the Owner Trustee or Trustee; or (c)
shall arise from the Owner Trustee's or Trustee's breach of any of its
representations or warranties set forth in the Trust Agreement or the Indenture,
as applicable.

      Indemnification under this Section shall survive the resignation and
removal of the Trustee and the Owner Trustee or the termination of this
Agreement.

      SECTION 7.3. Merger or Consolidation of, or Assumption of the Obligations
of, Servicer. Any Person (a) into which the Servicer may be merged or
consolidated, (b) which may result from any merger or consolidation to which the
Servicer shall be a party or (c) which may succeed to the properties and assets
of the Servicer, substantially as a whole, shall be the successor to the
Servicer without the execution or filing of any document or any further act by
any of the parties to this Agreement; provided, however, that the Servicer
hereby covenants that it will not consummate any of the foregoing transactions
except upon satisfaction of the following: (i) the surviving Servicer if other
than Oxford Resources Corp., executes an agreement of assumption to perform
every obligation of the Servicer under this Agreement, (ii) immediately after
giving effect to such transaction, no representation or warranty made pursuant
to Section 7.1 shall have been breached and no Servicer Default, and no event
that, after notice or lapse of time, or both, would become a Servicer Default
shall have occurred and be continuing, (iii) the Servicer shall have delivered
to the Owner Trustee and the Trustee an Officers' Certificate and an Opinion of
Counsel each stating that such consolidation, merger or succession and such
agreement of assumption comply with this Section and that all conditions
precedent, if any, provided for in this Agreement relating to such transaction
have been complied with, and that the Rating Agency Condition shall have been
satisfied with respect to such transaction, (iv) the surviving Servicer shall
have a consolidated net worth at least equal to that of the predecessor
Servicer, and (v) such transaction will not result in a material adverse Federal
or state tax consequence to the Issuer, the Noteholders or the
Certificateholders.

      SECTION 7.4. Limitation on Liability of Servicer and Others. Neither the
Servicer nor any of its directors, officers, employees or agents shall be under
any liability to the Issuer, the Noteholders or the Certificateholders, except
as provided under this Agreement, for any action taken or for refraining from
the taking of any action by the Servicer or any subservicer pursuant to this
Agreement or for errors in judgment; provided, however, that this provision
shall not protect the Servicer or any such person against any liability that
would otherwise be imposed by reason of willful misfeasance, bad faith or gross
negligence in the performance of duties or by reason of reckless disregard of
obligations and duties under this Agreement. The Servicer or any subservicer and
any of their respective directors, officers, employees or agents 


                                      -48-
<PAGE>

may rely in good faith on any document of any kind prima facie properly executed
and submitted by any Person respecting any matters arising under this Agreement.

      Except as provided in this Agreement the Servicer shall not be under any
obligation to appear in, prosecute or defend any legal action that shall be
incidental to its duties to service the Receivables in accordance with this
Agreement, and that in its opinion may involve it in any expense or liability;
provided, however, that the Servicer, may (but shall not be required to)
undertake any reasonable action that it may deem necessary or desirable in
respect of the Basic Documents to protect the interests of the
Certificateholders under this Agreement and the Noteholders under the Indenture.

      SECTION 7.5. Oxford Resources Corp. Not To Resign as Servicer. Subject to
the provisions of Section 7.3, Oxford Resources Corp., hereby agrees not to
resign from the obligations and duties hereby imposed on it as Servicer under
this Agreement except upon determination that the performance of its duties
hereunder shall no longer be permissible under applicable law or if such
resignation is required by regulatory authorities. Notice of any such
determination permitting the resignation of Oxford Resources Corp., as Servicer
shall be communicated to the Owner Trustee and the Trustee at the earliest
practicable time (and, if such communication is not in writing, shall be
confirmed in writing at the earliest practicable time) and any such
determination shall be evidenced by an Opinion of Counsel to such effect
delivered to the Owner Trustee and the Trustee concurrently with or promptly
after such notice. No such resignation shall become effective until the earlier
of the Trustee or a Successor Servicer having assumed the responsibilities and
obligations of the resigning Servicer in accordance with Section 8.2 or the date
upon which any regulatory authority requires such resignation.

      SECTION 7.6. Corporate Existence. (a) During the term of this Agreement,
subject to Section 6.4, the Servicer will keep in full force and effect its
existence, rights and franchises as a corporation under the laws of the
jurisdiction of its incorporation and will obtain and preserve its qualification
to do business in each jurisdiction in which such qualification is or shall be
necessary to protect the validity and enforceability of this Agreement, the
Basic Documents and each other instrument or agreement necessary or appropriate
to the proper administration of this Agreement and the transactions contemplated
hereby.

            (b) During the term of this Agreement, the Servicer shall observe
the applicable legal requirements for the recognition of the Servicer as a legal
entity separate and apart from its affiliates, including as follows:

                  (i) the Servicer shall maintain corporate records and books of
            account separate from those of its affiliates;

                  (ii) except as otherwise provided in this Agreement, the
            Servicer shall not commingle its assets and funds with those of its
            affiliates;


                                      -49-
<PAGE>

                  (iii) the Servicer shall hold such appropriate meetings of its
            Board of Directors as are necessary to authorize all the Servicer's
            corporate actions required by law to be authorized by the Board of
            Directors, shall keep minutes of such meetings and of meetings of
            its stockholder(s) and observe all other customary corporate
            formalities (and any successor Servicer not a corporation shall
            observe similar procedures in accordance with its governing
            documents and applicable law);

                  (iv) the Servicer shall at all times hold itself out to the
            public under the Servicer's own name as a legal entity separate and
            distinct from its affiliates; and

                  (v) all transactions and dealings between the Servicer and its
            affiliates will be conducted on an arm's-length basis.

                                   ARTICLE 7A

                                   The Sponsor

      SECTION 7.1A Representations of Sponsor. The Sponsor makes the following
representations on which the Issuer is deemed to have relied in acquiring the
Receivables. The representations speak as of the execution and delivery of the
Agreement and shall survive the sale of the Receivables to the Issuer and the
pledge thereof to the Trustee pursuant to the Indenture.

            (a) Organization and Good Standing. The Sponsor is duly organized
and validly existing as a corporation in good standing under the laws of the
State of New York with the corporate power and authority to own its properties
and to conduct its business as such properties are currently owned and such
business is presently conducted, and had at all relevant times, and has, the
power, authority and legal right to service the Receivables.

            (b) Due Qualification. The Sponsor is duly qualified to do business
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 shall
require such qualifications.

            (c) Power and Authority of the Sponsor. The Sponsor has the
corporate power and authority to execute and deliver this Agreement and to
perform its obligations hereunder, and the execution, delivery and performance
of this Agreement have been duly authorized by the Sponsor by all necessary
corporate action. All authorizations, consents, orders or approvals of or
registrations or declarations with any court, regulatory body, administrative
agency or other government instrumentality required to be obtained, effected or
given by the Sponsor in connection with the execution and delivery by the
Sponsor of this Agreement or any of the Basic Documents to which it is a party
and the performance by the Sponsor of the transactions contemplated by this
Agreement or any of the Basic Documents to which it is a party, have been duly
obtained, effected or given and are in full force and effect, 


                                      -50-
<PAGE>

except where failure to obtain the same would not have a material adverse effect
upon the rights of the Issuer, the Noteholders or the Certificateholders.

            (d) Binding Obligation. This Agreement constitutes a legal, valid
and binding obligation of the Sponsor, enforceable in accordance with its terms,
subject to applicable bankruptcy, insolvency, moratorium, fraudulent conveyance,
reorganization and similar laws now or hereafter in effect relating to
creditors' rights generally and subject to general principles of equity (whether
applied in a proceeding of law or in equity).

            (e) No Violation. The consummation of the transactions contemplated
by this Agreement and the fulfillment of the terms hereof do not result in any
breach of any of the terms and provisions of, nor constitute (with or without
notice or lapse of time or both) a default under the articles of association or
by-laws of the Sponsor, or any material indenture, agreement or other instrument
to which the Sponsor is a party or by which it shall be bound; nor result in the
creation or imposition of any Lien upon any of its properties pursuant to the
terms of any such indenture, agreement or other instrument (other than pursuant
to the Basic Documents); nor violate any law or, to the best of its knowledge,
any order, rule or regulation applicable to the Sponsor of any court or of any
federal or state regulatory body, administrative agency or other governmental
instrumentality having jurisdiction over the Sponsor or its properties.

            (f) No Proceedings. There are no proceedings or investigations
pending against the Sponsor, or, to its best knowledge, threatened against the
Sponsor, before any court, regulatory body, administrative agency or other
governmental instrumentality having jurisdiction over the Sponsor or its
properties: (i) asserting the invalidity of this Agreement or any of the Basic
Documents, the Notes or the Certificates, (ii) seeking to prevent the issuance
of the Notes or the Certificates or the consummation of any of the transactions
contemplated by this Agreement or any of the Basic Documents, (iii) seeking any
determination or ruling that could reasonably be expected to have a material and
adverse effect on the performance by the Sponsor of its obligations under, or
the validity or enforceability of this Agreement or any of the Basic Documents,
the Notes or the Certificates or (iv) seeking to affect adversely the Federal or
state income tax or ERISA attributes of the Issuer, the Notes or the
Certificates.

            (g) No Amendment or Waiver. No provision of any Receivable has been
waived, altered or modified in any respect, except pursuant to a document,
instrument or writing included in the relevant Receivable File, and no such
amendment, waiver, alteration or modification causes such Receivable not to
conform to the other warranties contained in this Section or those of the
Depositor and the Sponsor contained in Section 3.1.

            (h) Approvals. All approvals, licenses, authorizations, consents,
orders or other actions of any person, corporation or other organization, or of
any court, governmental agency or body or official, required in connection with
the execution and delivery of this Agreement have been or will be taken or
obtained on or prior to the Closing Date.


                                      -51-
<PAGE>

            (i) Location of Receivable Files. The Receivable Files are kept in
the offices of the Depositor, specified in Schedule B, or at such other office
specified in accordance with Section 3.4(b).

            (j) Demand Note. The Sponsor has contributed the Demand Note (as
defined in the Trust Agreement) to the Depositor on or before the Closing Date.

      SECTION 7.2A Merger or Consolidation of, or Assumption of the Obligations
of, Sponsor. Any Person (a) into which the Sponsor may be merged or
consolidated, (b) which may result from any merger or consolidation to which the
Sponsor shall be a party or (c) which may succeed to the properties and assets
of the Sponsor, substantially as a whole, shall be the successor to the Sponsor
without the execution or filing of any document or any further act by any of the
parties to this Agreement; provided, however, that the Sponsor hereby covenants
that it will not consummate any of the foregoing transactions except upon
satisfaction of the following: (i) the surviving Sponsor if other than Oxford
Resources Corp., executes an agreement of assumption to perform every obligation
of the Sponsor under this Agreement, (ii) immediately after giving effect to
such transaction, no representation or warranty made pursuant to Section 7.1
shall have been breached and no Sponsor Default, and no event that, after notice
or lapse of time, or both, would become a Sponsor Default shall have occurred
and be continuing, (iii) the Sponsor shall have delivered to the Owner Trustee
and the Trustee an Officers' Certificate and an Opinion of Counsel each stating
that such consolidation, merger or succession and such agreement of assumption
comply with this Section and that all conditions precedent, if any, provided for
in this Agreement relating to such transaction have been complied with, and that
the Rating Agency Condition shall have been satisfied with respect to such
transaction, (iv) the surviving Sponsor shall have a consolidated net worth at
least equal to that of the predecessor Sponsor, and (v) such transaction will
not result in a material adverse Federal or state tax consequence to the Issuer,
the Noteholders or the Certificateholders.

      SECTION 7.3A Limitation on Liability of Sponsor and Others. Neither the
Sponsor nor any of its directors, officers, employees or agents shall be under
any liability to the Issuer, the Noteholders or the Certificateholders, except
as provided under this Agreement, for any action taken or for refraining from
the taking of any action by the Sponsor or any subservicer pursuant to this
Agreement or for errors in judgment; provided, however, that this provision
shall not protect the Sponsor or any such person against any liability that
would otherwise be imposed by reason of willful misfeasance, bad faith or gross
negligence in the performance of duties or by reason of reckless disregard of
obligations and duties under this Agreement. The Sponsor or any subservicer and
any of their respective directors, officers, employees or agents may rely in
good faith on any document of any kind prima facie properly executed and
submitted by any Person respecting any matters arising under this Agreement.

      Except as provided in this Agreement the Sponsor shall not be under any
obligation to appear in, prosecute or defend any legal action that shall be
incidental to its duties to service the Receivables in accordance with this
Agreement, and that in its opinion may involve it in any expense or liability;
provided, however, that the Sponsor, may (but shall not be required to)
undertake any reasonable action that it may deem necessary or desirable in
respect of the Basic 


                                      -52-
<PAGE>

Documents to protect the interests of the Certificateholders under this
Agreement and the Noteholders under the Indenture.

      SECTION 7.4A Corporate Existence. (a) During the term of this Agreement,
subject to Section 6.4, the Sponsor will keep in full force and effect its
existence, rights and franchises as a corporation under the laws of the
jurisdiction of its incorporation and will obtain and preserve its qualification
to do business in each jurisdiction in which such qualification is or shall be
necessary to protect the validity and enforceability of this Agreement, the
Basic Documents and each other instrument or agreement necessary or appropriate
to the proper administration of this Agreement and the transactions contemplated
hereby.

            (b) During the term of this Agreement, the Sponsor shall observe the
applicable legal requirements for the recognition of the Sponsor as a legal
entity separate and apart from its affiliates, including as follows:

                  (i) the Sponsor shall maintain corporate records and books of
            account separate from those of its affiliates;

                  (ii) except as otherwise provided in this Agreement, the
            Sponsor shall not commingle its assets and funds with those of its
            affiliates;

                  (iii) the Sponsor shall hold such appropriate meetings of its
            Board of Directors as are necessary to authorize all the Sponsor's
            corporate actions required by law to be authorized by the Board of
            Directors, shall keep minutes of such meetings and of meetings of
            its stockholder(s) and observe all other customary corporate
            formalities (and any successor Sponsor not a corporation shall
            observe similar procedures in accordance with its governing
            documents and applicable law);

                  (iv) the Sponsor shall at all times hold itself out to the
            public under the Sponsor's own name as a legal entity separate and
            distinct from its affiliates; and

                  (v) all transactions and dealings between the Sponsor and its
            affiliates will be conducted on an arm's-length basis.

      SECTION 7.5A Demand Note. (a) During the term of this Agreement, the
Sponsor will keep the Demand Note (as defined in the Trust Agreement) issued to
the Depositor in full force and effect and will not cancel, waive or terminate
such Demand Note.

                                    ARTICLE 8

                                     Default

      SECTION 8.1. Servicer Default. If any one of the following events (a
"Servicer Default") shall occur and be continuing:


                                      -53-
<PAGE>

            (a) any failure by the Servicer to deliver to the Trustee for
deposit in any of the Trust Accounts or the Certificate Distribution Account any
required payment or to direct the Trustee to make any required distributions
therefrom that shall continue unremedied for a period of five Business Days
after written notice of such failure is received by the Servicer from the Owner
Trustee or the Trustee or after discovery of such failure by an Authorized
Officer of the Servicer; or

            (b) failure on the part of the Servicer duly to observe or to
perform in any material respect any other covenants or agreements of the
Servicer set forth in this Agreement or any other Basic Document, which failure
shall (i) materially and adversely affect the rights of either the
Certificateholders or Noteholders and (ii) continue unremedied for a period of
60 days after the date on which written notice of such failure, requiring the
same to be remedied, shall have been given (A) to the Servicer by the Owner
Trustee or the Trustee or (B) to the Servicer and to the Owner Trustee and the
Trustee by the Holders of Notes evidencing not less than 25% of the Outstanding
Amount of the Notes or Holders of Certificates evidencing not less than 25% of
the outstanding Certificate Balance, as applicable (or for such longer period,
not in excess of 120 days, as may be reasonably necessary to remedy such
default; provided that such default is capable of remedy within 120 days and the
Servicer delivers an Officers' Certificate to the Owner Trustee and the Trustee
to such effect and to the effect that the Servicer has commenced or will
promptly commence, and will diligently pursue, all reasonable efforts to remedy
such default); or

            (c) an Insolvency Event occurs with respect to the Servicer or any
successor;

      then, and in each and every case, so long as the Servicer Default shall
not have been remedied, either the Trustee, or the Holders of Notes evidencing
not less than 25% of the Outstanding Amount of the Notes, by notice then given
in writing to the Servicer and the Owner Trustee (and to the Trustee if given by
the Noteholders) may terminate all the rights and obligations (other than the
obligations set forth in Section 7.2) of the Servicer under this Agreement. On
or after the receipt by the Servicer of such written notice, all authority and
power of the Servicer under this Agreement, whether with respect to the Notes,
the Certificates or the Receivables or otherwise, shall, without further action,
pass to and be vested in the Trustee or such successor Servicer as may be
appointed under Section 8.2; and, without limitation, the Trustee and the Owner
Trustee are hereby authorized and empowered to execute and deliver, on behalf of
the predecessor 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 related documents, or otherwise. The predecessor Servicer shall cooperate
with the successor Servicer, the Trustee and the Owner Trustee in effecting the
termination of the responsibilities and rights of the predecessor Servicer under
this Agreement, including the transfer to the successor Servicer for
administration by it of all cash amounts that shall at the time be held by the
predecessor Servicer for deposit, or shall thereafter be received by it with
respect to a Receivable. All reasonable costs and expenses (including reasonable
attorneys' fees) incurred in connection with transferring the Receivable Files
to the successor Servicer and amending this Agreement to reflect such 


                                      -54-
<PAGE>

succession as Servicer pursuant to this Section shall be paid by the predecessor
Servicer upon presentation of reasonable documentation of such costs and
expenses. Upon receipt of notice of the occurrence of a Servicer Default, the
Owner Trustee shall give notice thereof to the Rating Agencies.

      SECTION 8.2. Appointment of Successor. (a) Upon the Servicer's receipt of
notice of termination, pursuant to Section 8.1 or the Servicer's resignation in
accordance with the terms of this Agreement, the predecessor Servicer shall
continue to perform its functions as Servicer under this Agreement, in the case
of termination, only until the date specified in such termination notice or, if
no such date is specified in a notice of termination, until receipt of such
notice and, in the case of resignation, until the earlier of (x) the date 45
days from the delivery to the Owner Trustee and the Trustee of written notice of
such resignation (or written confirmation of such notice) in accordance with the
terms of this Agreement and (y) the date upon which the predecessor Servicer
shall become unable to act as Servicer, as specified in the notice of
resignation and accompanying Opinion of Counsel. In the event of the Servicer's
termination hereunder, the Trustee shall appoint a successor Servicer, and the
successor Servicer shall accept its appointment by a written assumption in form
acceptable to the Owner Trustee and the Trustee. In the event that a successor
Servicer has not been appointed at the time when the predecessor Servicer has
ceased to act as Servicer in accordance with this Section, the Trustee without
further action shall automatically be appointed the successor Servicer and the
Trustee shall be entitled to the Servicing Fee. Notwithstanding the above, the
Trustee shall, if it shall be unwilling or unable so to act, appoint or petition
a court of competent jurisdiction to appoint, any established institution,
having a net worth of not less than $50,000,000 and whose regular business shall
include the servicing of automotive receivables, as the successor to the
Servicer under this Agreement.

            (b) Upon appointment, the successor Servicer (including the Trustee
acting as successor Servicer) shall be the successor in all respects to the
predecessor Servicer and shall be subject to all the responsibilities, duties
and liabilities arising thereafter relating thereto placed on the predecessor
Servicer and shall be entitled to the Servicing Fee and all the rights granted
to the predecessor Servicer by the terms and provisions of this Agreement. No
successor Servicer shall be liable for any acts or omissions of any predecessor
Servicer.

      SECTION 8.3. Payment of Servicing Fee; Repayment of Advances. If the
Servicer shall change, the predecessor Servicer shall be entitled to (i) receive
any accrued and unpaid Servicing Fees through the date of the successor
Servicer's acceptance hereunder in accordance with Section 4.8. and (ii)
reimbursement for Outstanding Advances pursuant to Sections 5.3 and 5.7 with
respect to all Advances made by the predecessor Servicer.

      SECTION 8.4. Notification to Noteholders and Certificateholders. Upon the
receipt by a Trust Officer of the Owner Trustee of written notice of any
termination of, or appointment of a successor to, the Servicer pursuant to this
Article VIII, the Owner Trustee shall give prompt written notice thereof to
Certificateholders and the Trustee shall give prompt written notice thereof to
Noteholders subject to the Rating Agency Condition.


                                      -55-
<PAGE>

      SECTION 8.5. Waiver of Past Defaults. The Holders of Notes evidencing not
less than a majority of the Outstanding Amount of the Notes (or the Holders (as
defined in the Trust Agreement) of Certificates evidencing not less than a
majority of the outstanding Certificate Balance, as applicable, in the case of
any default which does not adversely affect the Trustee or the Noteholders) may,
on behalf of all Noteholders and Certificateholders, waive in writing any
default by the Servicer in the performance of its obligations hereunder and its
consequences, except a default in making any required deposits to or payments
from any of the Trust Accounts in accordance with this Agreement. Upon any such
waiver of a past default, such default shall cease to exist, and any Servicer
Default 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 impair any right consequent thereto.

                                    ARTICLE 9

                                   Termination

      SECTION 9.1. Optional Purchase of All Receivables. (a) On the last day of
any Collection Period immediately preceding a Determination Date as of which the
then outstanding Pool Balance is 10% or less of the Initial Pool Balance, the
Depositor shall have the option to purchase the Owner Trust Estate, other than
the Trust Accounts and the Certificate Distribution Account. To exercise such
option, the Depositor shall deposit pursuant to Section 5.4 in the Collection
Account an amount which, when added to the amounts on deposit in the Collection
Account for such Distribution Date, equals the sum of (a) the unpaid principal
amount of the then outstanding Notes, plus accrued and unpaid interest thereon,
plus (b) the Certificate Balance plus accrued and unpaid interest thereon. The
Notes and the Certificates will be redeemed concurrently therewith.

            (b) Upon any sale of the assets of the Trust pursuant to Section 9.2
of the Trust Agreement, the Servicer shall instruct the Trustee to deposit the
proceeds from such sale after all payments and reserves therefrom (including the
expenses of such sale) have been made (the "Insolvency Proceeds") in the
Collection Account. On the Distribution Date on which the Insolvency Proceeds
are deposited in the Collection Account (or, if such proceeds are not so
deposited on a Distribution Date, on the Distribution Date immediately following
such deposit), the Servicer shall instruct the Trustee to make, and the Trustee
shall make, the following deposits and distributions (after the application on
such Distribution Date of the Total Distribution Amount pursuant to Section 5.5)
from the Insolvency Proceeds and any funds remaining on deposit in the Reserve
Account (including the proceeds of any sale of investments therein):

                  (i) to the Note Distribution Account, any portion of the
            Noteholders' Interest Distributable Amount not otherwise deposited
            into the Note Distribution Account on such Distribution Date;

                  (ii) to the Note Distribution Account, the outstanding
            principal balance of the Notes (after giving effect to the reduction
            in the outstanding principal 


                                      -56-
<PAGE>

            balance of the Notes to result from the deposits made in the Note
            Distribution Account on such Distribution Date);

                  (iii) to the Owner Trustee for deposit in the Certificate
            Distribution Account, any portion of the Certificateholders'
            Interest Distributable Amount not otherwise deposited into the
            Certificate Distribution Account on such Distribution Date; and

                  (iv) to the Owner Trustee for deposit in the Certificate
            Distribution Account, the Certificate Balance and any
            Certificateholders' Principal Carryover Shortfall Amount (after
            giving effect to the reduction in the Certificate Balance to result
            from the deposits made in the Certificate Distribution Account on
            such Distribution Date).

      Any Insolvency Proceeds remaining after the deposits described above shall
be paid to the holder of the GP Interest.

            (c) Notice of any termination of the Trust shall be given by the
Servicer to the Owner Trustee, the Trustee and the Rating Agencies as soon as
practicable after the Servicer has received notice thereof.

            (d) Following the satisfaction and discharge of the Indenture and
the payment in full of the principal of and interest on the Notes, the
Certificateholders will succeed to the rights of the Noteholders hereunder and
the Owner Trustee will succeed to the rights of, and assume the obligations of,
the Trustee pursuant to this Agreement.

      SECTION 9.2. Mandatory Sale of all Contracts. In accordance with the
procedures and schedule set forth in Exhibit C hereto (the "Auction
Procedures"), the Trustee (or, if the Notes have been paid in full and the
Indenture shall have been discharged in accordance with its terms, the Owner
Trustee) shall conduct or shall cause to be conducted an auction (the "Auction")
of the Receivables remaining in the Trust (such Receivables hereinafter referred
to as the "Auction Property") in order to effect a termination of the Trust
pursuant to Section 9.1 of the Trust Agreement on the second Distribution Date
succeeding the Record Date on which the Pool Balance is 5% or less of the
Initial Pool Balance and at such time as the Depositor shall have not exercised
its option contained in Section 9.1. Such Auction shall be conducted within 10
days following the Distribution Date following the Record Date on which the Pool
Balance is 5% or less of the Initial Pool Balance. The Depositor, the Sponsor,
or the Servicer may, but shall not be required to, bid at the Auction. Such
Trustee shall sell or shall cause the sale and transfer of the Auction Property
to the highest bidder therefor at the Auction provided that;

                  (i) the Auction has been conducted in accordance with the
            Auction Procedures;


                                      -57-
<PAGE>

                  (ii) such Trustee has received good faith bids for the Auction
            Property from two prospective purchasers that are considered by such
            Trustee, in its sole discretion, to be competitive participants in
            the market for motor vehicle retail installment sale contracts;

                  (iii) a financial advisor, as advisor to such Trustee (in such
            capacity, the "Advisor"), shall have advised such Trustee in writing
            that at least two of such bidders (including the winning bidder) are
            participants in the market for motor vehicle retail installment sale
            contracts willing and able to purchase the Auction Property;

                  (iv) the highest bid in respect of the Auction Property is not
            less than the aggregate fair market value of the Auction Property
            (as determined by such Trustee in its sole discretion);

                  (v) any bid submitted by the Depositor, the Sponsor, the
            Servicer or any affiliate of any of them shall reasonably represent
            the fair market value of the Auction Property, as independently
            verified and represented in writing by a qualified independent third
            party evaluator (which may include the Advisor or an investment bank
            firm) selected by such Trustee; and

                  (vi) the highest bid would result in proceeds from the sale of
            the Auction Property which will be at least equal to the sum of (A)
            the greater of (1) the aggregate Purchase Price for the Receivables
            (including defaulted Receivables), plus the appraised value of any
            other property held by the Trust (less liquidation expenses) or (2)
            an amount that, when added to amounts on deposit in the Collection
            Account and available for distribution to Securityholders on the
            second Distribution Date following the consummation of such sale
            (the "Liquidation Distribution Date"), would result in proceeds
            sufficient to distribute to Securityholders the amounts of interest
            due to the Securityholders for such Distribution Date and any unpaid
            interest payable to the Securityholders with respect to one or more
            prior Distribution Dates and the outstanding principal amount of the
            Notes and the Certificate Balance, and (B) the Total Servicing Fee
            payable on such second Distribution Date.

      Provided that all of the conditions set forth in clauses (i) through (vi)
have been met, such Trustee shall sell and transfer the Auction Property,
without representation, warranty or recourse, to such highest bidder in
accordance with and upon completion of the Auction Procedures. Such Trustee
shall deposit the purchase price for the Auction Property in the Collection
Account at least one Business Day prior to such second succeeding Distribution
Date. In addition, the Auction must stipulate that the Servicer be retained to
service the Receivables on terms substantially similar to those in the
Agreement. In the event that any of such conditions are not met or such highest
bidder fails or refuses to comply with any of the Auction Procedures, such
Trustee shall decline to consummate such sale and transfer. In the 


                                      -58-
<PAGE>

event such sale and transfer is not consummated in accordance with the
foregoing, however, such Trustee may from time to time in the future, but shall
not be under any further obligation to, solicit bids for sale of the assets of
the Trust upon the same terms and conditions as set forth above.

      If any of the foregoing conditions are not met, such Trustee shall decline
to consummate such sale and shall not be under any obligation to solicit any
further bids or otherwise negotiate any further sale of Receivables remaining in
the Trust. In such event, however, such Trustee may from time to time solicit
bids in the future for the purchase of such Receivables pursuant to this Section
9.2.

      If applicable, the Indenture Trustee shall provide notice to the Owner
Trustee of the termination of the Trust pursuant to this Section 9.2 as soon as
practicable upon the consummation of the mandatory sale of the Receivables
pursuant to this Section 9.2.

                                   ARTICLE 10

                      Administrative Duties of the Servicer

      SECTION 10.1. Administrative Duties. (a) Duties with Respect to the
Indenture and Depository Agreements. The Servicer shall perform all its duties
and the duties of the Issuer under the Depository Agreements. In addition, the
Servicer shall consult with the Owner Trustee as the Servicer deems appropriate
regarding the duties of the Issuer under the Indenture and the Depository
Agreements. The Servicer shall monitor the performance of the Issuer and shall
provide notice to the Owner Trustee when action is necessary to comply with the
Issuer's duties under the Indenture and the Depository Agreements. The Servicer
shall prepare for execution by the Issuer or shall cause the preparation by
other appropriate Persons of all such documents, reports, filings, instruments,
certificates and opinions as it shall be the duty of the Issuer to prepare, file
or deliver pursuant to the Indenture and the Depository Agreements. In
furtherance of the foregoing, the Servicer shall take all appropriate action
that is the duty of the Issuer to take pursuant to the Indenture.

            (b) Duties with Respect to the Issuer. (i) In addition to the duties
            of the Servicer set forth in this Agreement or any of the Basic
            Documents, the Servicer shall perform such calculations and shall
            prepare for execution by the Issuer or the Owner Trustee or shall
            cause the preparation by other appropriate Persons of all such
            documents, reports, filings, instruments, certificates and opinions
            as it shall be the duty of the Issuer or the Owner Trustee to
            prepare, file or deliver pursuant to this Agreement or any of the
            Basic Documents, and at the request of the Owner Trustee shall take
            all appropriate action that it is the duty of the Issuer to take
            pursuant to this Agreement or any of the Basic Documents. Subject to
            Section 10.4, and in accordance with the directions of the Owner
            Trustee, the Servicer shall administer, perform or supervise the
            performance of such other activities in connection with the
            Collateral (including the Basic Documents) as are not covered by any
            of the foregoing provisions and as are expressly


                                      -59-
<PAGE>

            requested by the Owner Trustee and are reasonably within the
            capability of the Servicer.

                  (ii) Notwithstanding anything in this Agreement or any of the
            Basic Documents to the contrary, the Servicer shall be responsible
            for promptly notifying the Owner Trustee in the event that any
            withholding tax is imposed on the Issuer's payments (or allocations
            of income) to an Owner (as defined in the Trust Agreement) as
            contemplated in Section 5.2(c) of the Trust Agreement. Any such
            notice shall specify the amount of any withholding tax required to
            be withheld by the Owner Trustee pursuant to such provision.

                  (iii) Notwithstanding anything in this Agreement or the Basic
            Documents to the contrary, the Servicer shall be responsible for
            performance of the duties of the Owner Trustee and the holder of the
            GP Interest set forth in Section 5.6(a), (b), (c) and (d) of the
            Trust Agreement with respect to, among other things, accounting and
            reports to Owners (as defined in the Trust Agreement); provided,
            however, that the Owner Trustee shall retain responsibility for the
            distribution to Certificateholders of the Schedule K-1s furnished to
            the Owner Trustee by the Servicer which are necessary to enable each
            Certificateholder to prepare its federal and state income tax
            returns.

                  (iv) The Servicer shall perform the duties of the Servicer
            specified in Section 10.2 of the Trust Agreement required to be
            performed in connection with the resignation or removal of the Owner
            Trustee, and any other duties expressly required to be performed by
            the Servicer under this Agreement or any of the Basic Documents.

                  (v) In carrying out the foregoing duties or any of its other
            obligations under this Agreement, the Servicer may enter into
            transactions with or otherwise deal with any of its Affiliates;
            provided, however, that the terms of any such transactions or
            dealings shall be in accordance with any directions received from
            the Issuer and shall be, in the Servicer's opinion, no less
            favorable to the Issuer in any material respect.

            (c) Tax Matters. The Servicer shall prepare and file, on behalf of
the holder of the GP Interest, all tax returns, tax elections, financial
statements and such annual or other reports of the Issuer as are necessary for
preparation of tax reports as provided in Article V of the Trust Agreement,
including without limitation forms 1099 and 1066. All tax returns will be signed
by the holder of the GP Interest.

            (d) Non-Ministerial Matters. With respect to matters that in the
reasonable judgment of the Servicer are non-ministerial, the Servicer shall not
take any action pursuant to this Article X unless within a reasonable time
before the taking of such action, the Servicer shall have notified the Owner
Trustee and the Trustee of the proposed action and the Owner 


                                      -60-
<PAGE>

Trustee and, with respect to items (A), (B), (C) and (D) below, the Trustee
shall not have withheld consent or provided an alternative direction. For the
purpose of the preceding sentence, "non-ministerial matters" shall include:

                  (A) the amendment of or any supplement to the Indenture;

                  (B) the initiation of any claim or lawsuit by the Issuer and
            the compromise of any action, claim or lawsuit brought by or against
            the Issuer (other than in connection with the collection of the
            Receivables);

                  (C) the amendment, change or modification of this Agreement or
            any of the Basic Documents;

                  (D) the appointment of successor Note Registrars, successor
            Paying Agents and successor Trustees pursuant to the Indenture or
            the appointment of Successor Servicers or the consent to the
            assignment by the Note Registrar, Paying Agent or Trustee of its
            obligations under the Indenture; and

                  (E) the removal of the Trustee.

            (e) Exceptions. Notwithstanding anything to the contrary in this
Agreement, except as expressly provided herein or in the other Basic Documents,
the Servicer, in its capacity hereunder, shall not be obligated to, and shall
not, (1) make any payments to the Noteholders or Certificateholders under the
Basic Documents, (2) sell the Indenture Trust Estate pursuant to Section 5.4 of
the Indenture, (3) take any other action that the Issuer directs the Servicer
not to take on its behalf or (4) in connection with its duties hereunder assume
any indemnification obligation of any other Person.

      SECTION 10.2. Records. The Servicer shall maintain appropriate books of
account and records relating to services performed under this Agreement, which
books of account and records shall be accessible for inspection by the Issuer at
any time during normal business hours.

      SECTION 10.3. Additional Information To Be Furnished to the Issuer. The
Servicer shall furnish to the Issuer from time to time such additional
information regarding the Collateral as the Issuer shall reasonably request.

                                   ARTICLE 11

                            Miscellaneous Provisions

      SECTION 11.1. Amendment. This Agreement may be amended by the Sponsor, the
Depositor, the Servicer and the Owner Trustee, with the consent of the Trustee
(which consent may not be unreasonably withheld), but without the consent of any
of the Noteholders or the Certificateholders, to cure any ambiguity or defect,
to correct or supplement any provisions in this Agreement or for the purpose of
adding any provisions to or changing in any manner or 


                                      -61-
<PAGE>

eliminating any of the provisions in this Agreement or of modifying in any
manner the rights of the Noteholders or the Certificateholders; provided,
however, that such action shall not, as evidenced by an Opinion of Counsel
delivered to the Owner Trustee and the Trustee, adversely affect in any material
respect the interests of any Noteholder or Certificateholder.

      This Agreement may also be amended from time to time by the Sponsor, the
Depositor, the Servicer and the Owner Trustee, with the consent of the Trustee,
the consent of the Holders of Notes evidencing not less than a majority of the
Outstanding Amount of the Notes and the consent of the Holders (as defined in
the Trust Agreement) of Certificates evidencing not less than a majority of the
Certificate Balance 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 Noteholders or the Certificateholders;
provided, however, that 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 that shall be required to be made for
the benefit of the Noteholders or the Certificateholders or (b) reduce the
aforesaid percentage of the Outstanding Amount of the Notes and the Certificate
Balance, the Holders of which are required to consent to any such amendment,
without the consent of the Holders of all the outstanding Notes and the Holders
(as defined in the Trust Agreement) of all the outstanding Certificates affected
thereby.

      Prior to its execution of any such amendment or consent, the Owner Trustee
shall furnish written notification of the substance of such amendment or consent
to the Rating Agencies. Promptly after its execution of any such amendment or
consent, the Owner Trustee shall furnish written notification of the substance
of such amendment or consent to each Rating Agency, each Certificateholder and
the Trustee.

      It shall not be necessary for the consent of Certificateholders or
Noteholders pursuant to this Section to approve the particular form of any
proposed amendment or consent, but it shall be sufficient if such consent shall
approve the substance thereof.

      Prior to the execution of any amendment to this Agreement, the Owner
Trustee and the Trustee 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 and that all conditions precedent to the execution and
delivery of such amendment have been satisfied and the Opinion of Counsel
referred to in Section 11.2(i)(1) has been delivered. The Owner Trustee and the
Trustee may, but shall not be obligated to, enter into any such amendment which
affects the Owner Trustee's or the Trustee's, as applicable, own rights, duties
or immunities under this Agreement or otherwise.

      SECTION 11.2. Protection of Title to Trust. (a) The Depositor shall
execute and file such financing statements and cause to be executed and filed
such continuation 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 interests of the Trustee in the Receivables and in the proceeds
thereof. The Depositor shall deliver (or cause to be delivered) to the Owner
Trustee 


                                      -62-
<PAGE>

and the Trustee file-stamped copies of, or filing receipts for, any document
filed as provided above, as soon as available following such filing.

            (b) Neither the Depositor nor the Servicer shall (nor shall the
Servicer permit a Seller to) change its name, identity or corporate structure in
any manner that would, could or might make any financing statement or
continuation statement filed in accordance with paragraph (a) above seriously
misleading within the meaning of ' 9-402(7) of the UCC, unless it shall have
given the Owner Trustee and the Trustee at least five days' prior written notice
thereof and shall have promptly filed appropriate amendments to all previously
filed financing statements or continuation statements.

            (c) Each of the Depositor and the Servicer shall have an obligation
to give the Owner Trustee and the Trustee at least 60 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 and shall promptly file any such amendment. The Servicer
shall at all times maintain each office from which it shall service Receivables,
and its principal executive office, within the United States of America.

            (d) The Servicer shall (and shall cause each Seller with respect to
the Related Receivables to) 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 and Payahead 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, the
Servicer's master computer records (including any backup archives) that refer to
a Receivable shall indicate clearly the interest of the Issuer and the Trustee
in such Receivable and that such Receivable is owned by the Issuer and has been
pledged to the Trustee. Indication of the Issuer's and the Trustee's interest in
a Receivable shall be deleted from or modified on the Servicer's computer
systems when, and only when, the related Receivable shall have been paid in full
or repurchased by the Depositor or the Sponsor or purchased by the Servicer.

            (f) If at any time the Sponsor, the Depositor or the Servicer shall
propose 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 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 has been pledged to the Trustee.


                                      -63-
<PAGE>

            (g) The Servicer shall permit the Trustee and its agents at any time
during normal business hours to inspect, audit and make copies of and abstracts
from the Servicer's records regarding any Receivable.

            (h) Upon request at any time the Owner Trustee or the Trustee shall
have reasonable grounds to believe that such request is necessary in connection
with the performance of its duties under this Agreement or any of the Basic
Documents, the Servicer shall furnish to the Owner Trustee or to the Trustee,
within five Business Days, a list of all Receivables (by contract number and
name of Obligor) then held as part of the Trust, together with a reconciliation
of such list to the Schedule of Receivables and to each of the Servicer's
Certificates furnished before such request indicating removal of Receivables
from the Trust.

                  (i) The Servicer shall deliver to the Owner Trustee and the
            Trustee:

                        (1) promptly after the execution and delivery of this
                  Agreement and of each amendment thereto, 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 Owner Trustee and the Trustee in
                  the Receivables, 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 shall be necessary to preserve and
                  protect such interest; and

                        (2) within 120 days after the beginning of each calendar
                  year beginning with the first calendar year beginning more
                  than three months after the Cutoff Date, an Opinion of
                  Counsel, dated as of a date during such 120-day period, 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 Owner Trustee and the Trustee in
                  the Receivables, 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 shall be necessary to preserve and
                  protect such interest.

            Each Opinion of Counsel referred to in clause (l) or (2) above shall
specify any action necessary (as of the date of such opinion) to be taken in the
following year to preserve and protect such interest.

            (j) [Reserved (public deal)]

      SECTION 11.3. Notices. All demands, notices and communications upon or to
the Depositor, the Servicer, the Owner Trustee, the Trustee or the Rating
Agencies under this 


                                      -64-
<PAGE>

Agreement shall be in writing, personally delivered, sent by overnight courier
or mailed by certified mail, return receipt requested, and shall be deemed to
have been duly given upon receipt (a) in the case of the Depositor, to Centrex
Capital Automobile Assets (Number Three), Inc., 270 South Service Road, P.O. Box
888, Melville, New York 11747, Attention: General Counsel, (b) in the case of
the Sponsor, to Centrex Capital Corp., 270 South Service Road, P.O. Box 888,
Melville, New York 11747, Attention: General Counsel, (c) in the case of the
servicer, to Oxford Resources Corp., 270 South Service Road, P.O. Box 888,
Melville, New York 11747, Attention: General Counsel, (d) in the case of the
Issuer or the Owner Trustee, at the Corporate Trust Office (as defined in the
Trust Agreement), (e) in the case of the Trustee, at the Corporate Trust Office,
(f) in the case of Moody's, to Moody's Investors Service, Inc., to 99 Church
Street, New York, New York 10004, Attention: ABS Monitoring Department and (e)
in the case of Standard & Poor's, to Standard & Poor's Corporation, 26 Broadway
(15th Floor), New York, New York 10004, Attention of Asset Backed Surveillance
Department.

      SECTION 11.4. Assignment. Notwithstanding anything to the contrary
contained herein, except as provided in Sections 6.4 and 7.3 and as provided in
the provisions of this Agreement concerning the resignation of the Servicer,
this Agreement may not be assigned by the Depositor or the Servicer.

      SECTION 11.5. Limitations on Rights of Others. The provisions of this
Agreement are solely for the benefit of the Depositor, the Servicer, the Issuer,
the Owner Trustee and for the benefit of the Certificateholders (including the
holder of the GP Interest), the Trustee and the Noteholders, as third-party
beneficiaries, and nothing in this Agreement, whether express or implied, shall
be construed to give to any other Person any legal or equitable right, remedy or
claim in the Owner Trust Estate or under or in respect of this Agreement or any
covenants, conditions or provisions contained herein.

      SECTION 11.6. Severability. Any provision of this Agreement that is
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.

      SECTION 11.7. Separate Counterparts. This Agreement may be executed by the
parties hereto in separate counterparts, each of which when so executed and
delivered shall be an original, but all such counterparts shall together
constitute but one and the same instrument.

      SECTION 11.8. Headings. The headings of the various Articles and Sections
herein are for convenience of reference only and shall not define or limit any
of the terms or provisions hereof.

      SECTION 11.9. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, 


                                      -65-
<PAGE>

RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE
WITH SUCH LAWS.

      SECTION 11.10. Assignment to Trustee. The Depositor hereby acknowledges
and consents to any mortgage, pledge, assignment and grant of a security
interest by the Issuer to the Trustee pursuant to the Indenture for the benefit
of the Noteholders of all right, title and interest of the Issuer in, to and
under the Receivables and/or the assignment of any or all of the Issuer's rights
and obligations hereunder to the Trustee.

      SECTION 11.11. Nonpetition Covenant. Notwithstanding any prior termination
of this Agreement, the Servicer and the Depositor shall not, prior to the date
which is one year and one day after the termination of this Agreement with
respect to the Issuer, acquiesce, petition or otherwise invoke or cause the
Issuer to 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 property, or ordering the winding
up or liquidation of the affairs of the Issuer.

      SECTION 11.12. Limitation of Liability of Owner Trustee and Trustee. (a)
Notwithstanding anything contained herein to the contrary, this Agreement has
been countersigned by Bankers Trust (Delaware), not in its individual capacity
but solely in its capacity as Owner Trustee of the Issuer and in no event
Bankers Trust (Delaware), in its individual capacity or, except as expressly
provided in the Trust Agreement, as Owner Trustee have any liability for the
representations, warranties, covenants, agreements or other obligations of the
Issuer hereunder or under any of the certificates, notices or agreements
delivered pursuant hereto, as to all of which recourse shall be had solely to
the assets of the Issuer. For all purposes of this Agreement, in the performance
of its duties or obligations hereunder or in the performance of any duties or
obligations of the Issuer hereunder, the Owner Trustee shall be subject to, and
entitled to the benefits of, the terms and provisions of Articles VI, VII and
VIII of the Trust Agreement.

            (b) Notwithstanding anything contained herein to the contrary, this
Agreement has been accepted by The Bank of New York not in its individual
capacity but solely as Trustee and in no event shall The Bank of New York have
any liability for the representations, warranties, covenants, agreements or
other obligations of the Issuer hereunder or in any of the certificates, notices
or agreements delivered pursuant hereto, as to all of which recourse shall be
had solely to the assets of the Issuer.

      SECTION 11.13. Independence of the Servicer. For all purposes of this
Agreement, the Servicer shall be an independent contractor and shall not be
subject to the supervision of the Issuer or the Owner Trustee with respect to
the manner in which it accomplishes the performance of its obligations
hereunder. Unless expressly authorized by the Issuer, the Servicer shall have no
authority to act for or represent the Issuer or the Owner Trustee in any way and
shall not otherwise be deemed an agent of the Issuer or the Owner Trustee.


                                      -66-
<PAGE>

      SECTION 11.14. No Joint Venture. Nothing contained in this Agreement (i)
shall constitute the Servicer and either of the Issuer or the Owner Trustee as
members of any partnership, joint venture, association, syndicate,
unincorporated business or other separate entity, (ii) shall be construed to
impose any liability as such on any of them or (iii) shall be deemed to confer
on any of them any express, implied or apparent authority to incur any
obligation or liability on behalf of the others.


                                      -67-
<PAGE>

      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered by their respective duly authorized officers as of
the day and year first above written.

                                    CENTREX AUTO TRUST 1996-B

                                    By:  BANKERS TRUST (DELAWARE)
                                         not in its individual capacity but 
                                         solely as Owner Trustee on behalf of 
                                         the Trust,


                                    By:____________________________________
                                       Name:
                                       Title:


                                    CENTREX CAPITAL CORP.,
                                    Sponsor,


                                    By:____________________________________
                                       Name:  Robert B. Kay
                                       Title: Vice President


                                    CENTREX CAPITAL AUTOMOBILE ASSETS
                                    (NUMBER THREE), INC.
                                    Depositor,


                                    By:____________________________________
                                       Name:   Robert B. Kay
                                       Title:  Vice President


                                    OXFORD RESOURCES CORP.
                                    Servicer,


                                    By:____________________________________
                                       Name:    Robert B. Kay
                                       Title:   Senior Vice President


                                      -68-
<PAGE>

Acknowledged and Accepted:

THE BANK OF NEW YORK, not
in its individual capacity
but solely as Trustee,


By:___________________________
      Name:
      Title:


Acknowledged and Accepted:

BANKERS TRUST (DELAWARE)
not in its individual capacity
but solely as Owner Trustee,


By:___________________________
      Name:
      Title:


                                      -69-
<PAGE>

                                                                      SCHEDULE A

                             Schedule of Receivables

            Delivered to the Owner Trustee and the Trustee at Closing


<PAGE>

                                                                      SCHEDULE B

                             Location of Receivables

Oxford Resources Corp.
270 South Service Road
Melville, New York 11747


<PAGE>

                                                                       EXHIBIT A

                    FORM OF MONTHLY SECURITYHOLDER STATEMENT

                            CENTREX AUTO TRUST 1996-B
                            6.15% Asset Backed Notes
                         6.60% Asset Backed Certificates

Distribution Date:

Collection Period:

      Under the Sale and Servicing Agreement dated as of December 14, 1996 among
Oxford Resources Corp., as servicer, Centrex Capital Assets (Number Three),
Inc., as Depositor (the "Servicer"), Centrex Auto Trust 1996-B, as issuer (the
"Trust"), and Centrex Capital Corp., as sponsor, the Servicer is required to
prepare certain information each month regarding current distributions to
Noteholders and Certificateholders and the performance of the Trust during the
previous month. The information that is required to be prepared with respect to
the Distribution Date and Collection Period listed above is set forth below.
Certain of the information is presented on the basis of an original principal
amount of $1,000 per Note or Certificate, and certain other information is
presented based upon the aggregate amounts for the Trust as a whole.

A. Information Regarding the Current Monthly Distribution.

1. Notes.

     (a)  The aggregate amount of the
          distribution with respect to the
          Notes........................................................$________

     (b)  The amount of the distribution set
          forth in paragraph A.1.(a) above in
          respect of interest on the Notes.............................$________

     (c)  The amount of the distribution set

<PAGE>

          forth in paragraph A.1.(a) above in
          respect of principal of the Notes............................$________

     (d)  The amount of the distributions set
          forth in paragraph A.1(a) payable
          out of amounts withdrawn from the Reserve
          Account with respect to the Notes............................$________

     (e)  The amount of the distribution set
          forth in paragraph A.1.(a) above
          per $1,000 interest in the Notes.............................$________

     (f)  The amount of the distribution set
          forth in paragraph A.1.(b) above
          per $1,000 interest in the Notes.............................$________

     (g)  The amount of the distribution set
          forth in paragraph A.1.(c) above
          per $1,000 interest in the Notes.............................$________

     (h)  The amount of the distribution set
          forth in paragraph A.1.(d) above
          per $1,000 interest in the Notes.............................$________

2. Certificates.

     (a)  The aggregate amount of the
          distribution with respect to the
          Certificates.................................................$________

     (b)  The amount of the distribution set
          forth in paragraph A.2.(a) above in
          respect of interest on the Certificates......................$________

     (c)  The amount of the distribution set
          forth in paragraph A.2.(a) above in
          respect of principal of the Certificates.....................$________

     (d)  The amount of the distributions set
          forth in paragraph A.2(a) payable
          out of amounts withdrawn from the Reserve
          Account with respect to the Certificates.....................$________


                                      -2-
<PAGE>

     (e)  The amount of the distribution set
          forth in paragraph A.2.(a) above
          per $1,000 interest in the Certificates......................$________

     (f)  The amount of the distribution set
          forth in paragraph A.2.(b) above
          per $1,000 interest in the Certificates......................$________

     (g)  The amount of the distribution set
          forth in paragraph A.2.(c) above
          per $1,000 interest in the Certificates......................$________

     (h)  The amount of the distribution set
          forth in paragraph A.2.(d) above
          per $1,000 interest in the Certificates......................$________

B. Information Regarding the Performance of the Trust.

1. Pool Balance, Note Principal Balance and Certificate Principal Balance.

     (a)   The Pool Balance at the close of business on
           the last day of the Collection Period.......................$________

     (b)   The Note Balance after
           giving effect to payments allocated to
           principal as set forth in Paragraph A.1(c)..................$________

     (c)   The Note Pool Factor after
           giving affect to the payments set
           forth in paragraph A.1(c)...................................$________

     (d)   The Certificate Balance after
           giving effect to payments allocated to
           principal as set forth in Paragraph A.2(c)..................$________

     (e)   The Certificate Pool Factor after
           giving affect to the payments set
           forth in paragraph A.2(c)...................................$________

     (f)   The aggregate Purchase Amount for
           all Receivables that were repurchased
           in the preceding Collection Period..........................$________


                                      -3-
<PAGE>

     (g)   The aggregate Payahead Balance on
           such Distribution Date......................................$________

     (h)   The change in the Payahead Balance
           from the preceding Distribution Date........................$________

     (i)   The amount of Outstanding Advances on such
           Distribution Date...........................................$________

     (j)   The change in Outstanding Advances
           from the preceding Distribution Date........................$________

2. Servicing Fee.

           The aggregate amount of the Servicing
           Fee paid to the Servicer with respect
           to the preceding Collection Period                          $________

3. Payment Shortfalls.

     (a)   The amount of the Noteholders'
           Interest Carryover Shortfall after
           giving effect to the payments set forth
           in paragraph A.1(b) above...................................$________

     (b)   The amount of the Noteholders'
           Interest Carryover Shortfall set forth in paragraph B.3.(a)
           above per $1,000 interest with respect to the
           Notes:......................................................$________

     (c)   The amount of the Certificateholders'
           Interest Carryover Shortfall after
           giving effect to the payments set forth
           in paragraph A.2(b) above...................................$________

     (d)   The amount of the Certificateholders'
           Interest Carryover Shortfall set
           forth in paragraph B.3.(c) above per
           $1,000 interest with respect to
           the Certificates:...........................................$________

4. Losses and Delinquencies


                                      -4-
<PAGE>

     (a)   The change in the aggregate amount
           of Cumulative Net Losses from the 
           preceding Distribution Date.................................$________

     (b)   The aggregate amount of Cumulative Net Losses
           on the Distribution Date set forth above for 
           the related Collection Period...............................$________

     (c)   The Cumulative Net Loss Ratio on the
           Distribution Date set forth above...........................$________

     (d)   The aggregate amount scheduled to
           be paid, including unearned finance
           and other charges, for which Obligors
           are delinquent 60 days or more..............................$________

     (e)   The Delinquency Percentage on the
           Distribution Date set forth above...........................$________

5. Reserve Account

     (a)   The Reserve Account balance as of
           the last day of the preceding
           Collection Period, including earnings.......................$________

     (b)   Earnings included in above balance..........................$________

     (c)   Transfer to Reserve Account from
           Collection Account on Distribution
           Date........................................................$________

     (d)   The Reserve Account balance as of
           the Distribution Date set forth above
           after giving effect to the Collection
           Account on such Distribution Date...........................$________


                                      -5-
<PAGE>

                                                                       EXHIBIT B

                         Form of Servicer's Certificate

                             OXFORD RESOURCES CORP.

                        CERTIFICATE OF SERVICING OFFICER

            The undersigned certifies that he is the [title], of Oxford
Resources Corp., a corporation organized under the laws of the State of New York
("Oxford") and that as such he is duly authorized to execute and deliver this
certificate on behalf of Oxford pursuant to Section 4.9 of the Sale and
Servicing Agreement, dated as of December 14, 1996 (the "Agreement"), among
Oxford, Centrex Capital Automobile Assets (Number Three), Inc., Centrex Auto
Trust 1996-B and Centrex Capital Corp., (all capitalized terms used herein
without definition having the respective meanings specified in the Agreement),
and further certifies that:

            1. The Monthly Securityholder Statement for the period from _______
to _______ attached to this certificate is complete and accurate in accordance
with the requirements of Section 4.9 of the Agreement; and

            2. As of the date hereof, no Servicer Default or event that with
notice or lapse of time or both would become a Servicer Default has occurred.
[If a Servicer Default has occurred, such Servicer Default shall be specified
and its current status reported.]


            IN WITNESS WHEREOF, we have affixed hereunto our signatures this ___
day of _________, ____.

                                    OXFORD RESOURCES CORP.


                                    By:_____________________________
                                       Name:
                                       Title:



<PAGE>

                                                                       EXHIBIT C

                        TERMINATION - AUCTION PROCEDURES

            The following sets forth the auction procedures to be followed in
connection with a sale effected pursuant to Section 9.2 of the Sale and
Servicing Agreement (the "Agreement"), dated as of December 14, 1996 among
Centrex Auto Trust 1996-B (the "Trust"), Centrex Capital Corp. (the "Sponsor"),
Centrex Capital Automobile Assets (Number Three), Inc. (the "Depositor") and
Oxford Resources Corp. (the "Servicer"). Capitalized terms used herein that are
not otherwise defined shall have the meanings ascribed thereto in the Agreement.
All references herein to "Trustee" shall be references to The Bank of New York,
as Indenture Trustee, pursuant to an Indenture, dated as of December 14, 1996,
between the Trust and the Indenture Trustee. However, if the Notes have been
paid in full, and the Indenture has been discharged in accordance with its
terms, all references herein to "Trustee" shall be references to the Owner
Trustee.

I.    Pre-Auction Process

      (a)   Upon receiving notice of the Auction, the Advisor will initiate its
            general Auction procedures consisting of the following: (i) with the
            assistance of the Servicer, prepare a general solicitation package
            along with a confidentiality agreement; (ii) derive a list of
            qualified bidders, in a commercially reasonable manner; (iii)
            initiate contact with all qualified bidders; (iv) send a
            confidentiality agreement to all qualified bidders; (v) upon receipt
            of a signed confidentiality agreement, send solicitation packages to
            all interested bidders on behalf of the applicable Trustee; and (vi)
            notify the Servicer of all potential bidders and anticipated
            timetable.

      (b)   The general solicitation package will include: (i) the prospectus
            from the public offering of the Notes and Certificates; (ii) a copy
            of all monthly servicing reports or a copy of all annual servicing
            reports and the prior year's monthly servicing reports; (iii) a form
            of a Purchase Agreement and Sale and Servicing Agreement; (iv) a
            description of the minimum purchase price required to cause the
            Trustee to sell the Auction Property as set forth in Section 9.2 of
            the Agreement; (v) a formal bidsheet; (vi) a detailed timetable; and
            (vii) a preliminary data tape of the Pool Balance as of the related
            Distribution Date reflecting the same data attributes used to create
            the Cutoff Date tables for the Private Placement Memorandum dated
            December 10, 1996 relating to the placement of the Notes and
            Certificates.

      (c)   The applicable Trustee, with the assistance of the Servicer and the
            Advisor, will maintain an auction package beginning at the time of
            closing of the transaction, which will contain terms (i)-(iii)
            listed in the preceding paragraph. If the Advisor is unable to
            perform its role as advisor to the applicable Trustee, the Servicer
            acting in its capacity under the Agreement will select a successor
            Advisor and inform the applicable Trustee of its actions.
<PAGE>

      (d)   The Advisor will send solicitation packages to all bidders at least
            15 business days before the date of the Auction. Bidders will be
            required to submit any due diligence questions in writing to the
            Advisor for determination of their relevancy, no later than 10
            business days before the date of the Auction. The Servicer and the
            Advisor will be required to satisfy all relevant questions at least
            five Business Days prior to the date of the Auction and distribute
            the questions and answers to all bidders.

II.   Auction Process

      (a)   _______________________, in its role as Advisor to the applicable
            Trustee, will be allowed to bid in the Auction, but will not be
            required to do so.

      (b)   The Servicer will also be allowed to bid in the Auction if it deems
            appropriate, but will not be required to do so.

      (c)   On the date of the Auction, all bids will be due by facsimile to the
            offices of the applicable Trustee by 1:00 p.m. New York City time,
            with the winning bidder to be notified by 2:00 p.m. New York City
            time. All acceptable bids (as described in Section 9.2 of the
            Agreement) will be due on a conforming basis on the bid sheet
            contained in the solicitation package.

      (d)   If the applicable Trustee receives fewer than two market value bids
            from participants in the market for motor vehicle retail installment
            sale contracts willing and able to purchase the Auction Property,
            the applicable Trustee shall decline to consummate the sale.

      (e)   Upon notification to the winning bidder, a good faith deposit equal
            to one percent (1%) of the Pool Balance will be required to be wired
            to the applicable Trustee upon acceptance of the bid. This deposit,
            along with any interest income attributable to it, will be credited
            to the purchase price but will not be refundable. The applicable
            Trustee will establish a separate account for the acceptance of the
            good faith deposit, until such time as the account is fully funded
            and all monies are transferred into the Collection Account, such
            time not to exceed one Business Day before the related Distribution
            Date (as described above).

      (f)   The winning bidder will receive on the date of the Auction a copy of
            the draft Purchase Agreement, Sale and Servicing Agreement and
            Servicer's Representations and Warranties (which shall be
            substantially identical to the representations and warranties set
            forth in Section ______ of the Agreement).

      (g)   ______________, in its capacity as Advisor to the applicable
            Trustee, will provide to the applicable Trustee a letter concluding
            whether or not the winning 


                                      -2-
<PAGE>

            bid is a fair market value bid. __________________ will also provide
            such letter if it is the winning bidder. In the case where
            _____________ or the Servicer is the winning bidder it will in its
            letter provide for market comparable valuations.

      (h)   The Auction will stipulate that the Servicer be retained to service
            the Receivables sold pursuant to the terms of the Purchase and Sale
            Agreement and Servicing Agreement.


                                      -3-