Exhibit 10.03

                   THIRD AMENDMENT TO LOAN PURCHASE AGREEMENT

      This THIRD AMENDMENT TO LOAN PURCHASE AGREEMENT (this "Amendment") is
dated as of December 4, 1996 and is entered into by and among CENTREX CAPITAL
AUTOMOBILE ASSETS (NUMBER TWO), INC., a Delaware corporation, as seller
("Centrex Two"), CENTREX CAPITAL AUTOMOBILE ASSETS (NUMBER FOUR), INC., a
Delaware corporation, as seller ("Centrex Four"; Centrex Two and Centrex Four,
each a "Seller", and together, the "Sellers"), OXFORD RESOURCES CORP., a New
York corporation ("Oxford"), as servicer, THE BANK OF NEW YORK, a New York
banking corporation ("BONY"), as custodian and standby servicer, CLIPPER
RECEIVABLES CORPORATION, a Delaware corporation, as purchaser (the "Purchaser"),
STATE STREET BOSTON CAPITAL CORPORATION, a Massachusetts corporation ("State
Street Capital"), as administrator for the Purchaser (the "Administrator"), and
STATE STREET BANK AND TRUST COMPANY, a bank organized under the laws of the
Commonwealth of Massachusetts ("State Street Bank"), as relationship bank for
the Purchaser.

                              W I T N E S S E T H:

      WHEREAS, the parties hereto (other than Centrex Four) have entered into a
certain Loan Purchase Agreement, dated as of March 31, 1995 and amended as of
December 14, 1995 and March 21, 1996 (the "Loan Purchase Agreement"), pursuant
to which, among other things, subject to the terms and conditions set forth
therein, the Purchaser has agreed to purchase from Centrex Two certain
receivables and related assets; and

      WHEREAS, the parties desire to amend the Loan Purchase Agreement to add
Centrex Four as a Seller thereunder and provide for the making of warehouse
loans by the Purchaser to Centrex Four and otherwise as hereinafter set forth;

      NOW, THEREFORE, in consideration of the premises and the mutual agreements
contained herein and in the Loan Purchase Agreement as amended hereby and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto, intending to be legally bound, hereby
agree as follows:

1. Terms. All capitalized terms used and not otherwise defined herein shall have
the meanings given to such terms in the Loan Purchase Agreement.



<PAGE>

2. Amendments to Loan Purchase Agreement. Effective as of the date the
conditions set forth in Section 4 hereof are met, the Loan Purchase Agreement is
hereby amended as follows:

      (a) The Loan Purchase Agreement (including any exhibits thereto) is
amended to incorporate the changes shown on the marked pages of the Loan
Purchase Agreement (conformed as amended) attached hereto as Exhibit A.

3. Representations and Warranties. Each Seller and Oxford each represents and
warrants that the representations and warranties of such party contained in
Sections 7.1 and 8.1 of the Loan Purchase Agreement (before and after giving
effect to the amendments made by Section 2 of this Amendment) are correct in all
material respects on and as of the effective date hereof as though made on and
as of the date hereof and each Seller and Oxford hereby reaffirm such
representations and warranties.

4. Conditions Precedent. The effectiveness of Sections 2 and 6.3 of this
Amendment shall be subject to the satisfaction of the following conditions
precedent:

      4.1 This Amendment. The Administrator shall have received an original
      counterpart (or counterparts) of this Amendment executed and delivered by
      a duly authorized officer of each of the parties hereto, or other evidence
      satisfactory to the Administrator of the execution and delivery of this
      Amendment by such parties.

      4.2 Loan Purchase Agreement. After giving effect to all changes in the
      Loan Purchase Agreement made by this Amendment, all conditions precedent
      in the Loan Purchase Agreement are satisfied.

      4.3 First Tier Loan Purchase Agreement. The Administrator shall have
      received an original counterpart of the First Tier Loan Purchase Agreement
      executed and delivered by a duly authorized officer of each of the parties
      thereto.

      4.4 Liquidity Bank Consent. The Administrator shall have received an
      original counterpart of the Fourth Amendment to Liquidity Agreement
      containing, among other things, the written acknowledgment of and consent
      to this Amendment from each of the Liquidity Banks.

      4.5 Credit Bank Approval. The Administrator shall have received written
      approval of this Amendment from State Street Bank, as Credit Bank under
      the Credit Agreement.

      4.6 Representations and Warranties. The representations and warranties set
      forth in Section 3 above shall be true


                                      -2-
<PAGE>

      and correct in all material respects (and each Seller and Oxford, as
      applicable, in the absence of notice to the Administrator to the contrary,
      shall be deemed to so certify).

      4.7 Confirmation of Rating. The Administrator shall have received written
      confirmation from each of the Rating Agencies to the effect that the
      execution and delivery of this Amendment will not cause the ratings of the
      Commercial Paper Notes to be reduced or withdrawn.

      4.8 Other Documents. The Administrator shall have received such opinions
      of counsel to the Seller Parties, such certificates of officers of the
      Seller Parties and other documents as it may reasonably request.

5. Consent to First Tier Loan Purchase Agreement. The Purchaser, the
Administrator and the Relationship Bank, by their signatures hereto, hereby
acknowledge and consent to the execution and delivery by Centrex Four and the
Originators of the First Tier Loan Purchase Agreement.

6. Miscellaneous.

      6.1 Effectiveness of the Loan Purchase Agreement. The Loan Purchase
      Agreement, as amended hereby, is hereby ratified, approved and confirmed
      in all respects, and shall remain in full force and effect.

      6.2 Governing Law. This Amendment, including the rights and duties of the
      parties hereto, shall be governed by, and construed in accordance with,
      the internal laws of the State of New York without reference to principles
      of conflicts of law.

      6.3 Reference to and Effect on Loan Purchase Agreement. Upon the
      effectiveness of this Amendment in accordance with Section 4 hereof, (i)
      this Amendment shall be part of the Loan Purchase Agreement, (ii) each
      reference in the Loan Purchase Agreement to "this Agreement", "hereunder",
      "hereof", "herein", or words of like import shall mean and be a reference
      to the Loan Purchase Agreement, as amended by this Amendment, and (iii)
      each reference to the Loan Purchase Agreement in any other document,
      instrument or agreement executed and/or delivered in connection with the
      Loan Purchase Agreement shall mean and be a reference to the Loan Purchase
      Agreement, as amended by this Amendment.

      6.4 Headings. The Section headings in this Amendment are inserted for
      convenience of reference only and shall not


                                      -3-
<PAGE>

      affect the meaning or interpretation of this Amendment or any provisions
      hereof.

      6.5 Counterparts. This Amendment may be executed in any number of
      counterparts, and by the different parties on separate counterparts, each
      of which shall constitute an original and all of which when taken together
      shall constitute one and the same agreement.


                                      -4-
<PAGE>

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

                                        CENTREX CAPITAL AUTOMOBILE          
                                        ASSETS (NUMBER TWO), INC.,          
                                         as Seller                          
                                                                            
                                        By: /s/ Robert B. Kay               
                                           --------------------------       
                                        Name: Robert B. Kay                 
                                        Title: Vice President               
                                                                            
                                                                            
                                        CENTREX CAPITAL AUTOMOBILE          
                                        ASSETS (NUMBER FOUR), INC.,         
                                         as Seller                          
                                                                            
                                        By: /s/ Peter I. Cavallaro          
                                           --------------------------       
                                        Name: Peter I. Cavallaro            
                                        Title: Vice President               
                                                                            
                                                                            
                                        OXFORD RESOURCES CORP.,             
                                         as Servicer                        
                                                                            
                                        By: /s/ Peter I. Cavallaro          
                                           --------------------------       
                                        Name: Peter I. Cavallaro            
                                        Title: Senior Vice President        
                                                                            
                                                                            
                                        THE BANK OF NEW YORK,               
                                         as Custodian and Standby           
                                         Servicer                           
                                                                            
                                        By: /s/ Reyne A. Macadaeg           
                                           --------------------------       
                                        Name: Reyne A. Macadaeg             
                                        Title: Assistant Vice President     
                                                                            

<PAGE>

                                        CLIPPER RECEIVABLES CORPORATION     
                                         as Purchaser                       
                                                                            
                                        By: /s/ Tiffany Percival            
                                           --------------------------       
                                        Name: Tiffany Percival              
                                        Title: Vice President               
                                                                            
                                                                            
                                        STATE STREET BOSTON CAPITAL         
                                         CORPORATION, As Administrator      
                                                                            
                                        By: /s/ Paulina Girsen              
                                           --------------------------       
                                        Name: Paulina Girsen                
                                        Title: Associate                    
                                                                            
                                                                            
                                        STATE STREET BANK AND TRUST         
                                         COMPANY, as Relationship Bank      
                                                                            
                                        By: /s/ Frederick M. Ramos II       
                                           --------------------------       
                                        Name: Frederick M. Ramos II         
                                        Title: Vice President               
                                                                            
                                        By: /s/ Nelson Russell              
                                           --------------------------       
                                        Name: Nelson Russell                
                                        Title: Vice President               
                                                                            

<PAGE>

                                           [EXHIBIT A to Third Amendment
                                           to Loan Purchase Agreement]
                                           CONFORMED COPY*


             CENTREX CAPITAL AUTOMOBILE ASSETS (NUMBER TWO), INC.
                                    Seller

                                      and

             CENTREX CAPITAL AUTOMOBILE ASSETS (NUMBER FOUR), INC.
                                    Seller

                                      and

                            OXFORD RESOURCES CORP.
                                   Servicer

                                      and

                             THE BANK OF NEW YORK
                        Custodian and Standby Servicer

                                      and

                        CLIPPER RECEIVABLES CORPORATION
                                   Purchaser

                                      and

                    STATE STREET BOSTON CAPITAL CORPORATION
                                 Administrator

                                      and

                      STATE STREET BANK AND TRUST COMPANY
                               Relationship Bank


                            LOAN PURCHASE AGREEMENT

                          Dated as of March 31, 1995

----------
*     Conformed as executed and as amended by the First Amendment dated as of
      December 14, 1995, the Second Amendment dated as of March 21, 1996 and the
      Third Amendment dated as of December 4, 1996.


<PAGE>

                                TABLE OF CONTENTS

Section                                                                   Page
-------                                                                   ----
                                   ARTICLE I
                                  Definitions

    1.1.      Definitions....................................................1
    1.2.      Usage of Terms................................................28
    1.3.      Section References............................................29
    1.4.      Parties.......................................................29

                                  ARTICLE II
                         Transfers of Purchased Assets

    2.1.      Purchases of Receivables......................................29
    2.2.      Conveyance of Receivables.....................................30
    2.3.      Transfer Intended as Sale; Precautionary Security
                Interest....................................................31
    2.4.      Acceptance by Purchaser.......................................32
    2.5.      Conveyance of Subsequent Receivables..........................32
    2.6.      Representations and Warranties of Sellers.....................33
    2.7.      Repurchase Upon Breach........................................40
    2.8.      Delivery of Receivable Files; Appointment of
                Receivable Bailee...........................................40
    2.9.      Acceptance and Custody of Receivable Files....................41
    2.10.     Access to Receivable Files....................................43
    2.11.     Purchase Termination Date.....................................43
    2.12.     Tax Treatment.................................................45
    2.13.     Purchaser's Certificate.......................................45

                                  ARTICLE IIA
                              Warehouse Facility

    2A.1      Warehouse Fundings............................................45
    2A.2      Warehoused Receivables........................................46
    2A.3      Interest......................................................46
    2A.4      Repayment of Principal........................................47
    2A.5      Warehouse Note................................................47
    2A.6      Grant of Security Interest....................................48
    2A.7      Remedies......................................................49
    2A.8      Applicability of Other Provisions.............................50
    2A.9      Warehouse Take-Outs...........................................50
    2A.10     Release of Warehoused Receivables.............................51
    2A.11     Purchase or Interest Swap Upon Nonpayment.....................52

                                  ARTICLE III
                  Administration and Servicing of Receivables

    3.1.      Duties of Servicer............................................53
    3.2.      Collection and Allocation of Receivable Payments..............54


                                     i

<PAGE>

Section                                                                   Page
-------                                                                   ----

    3.3.      Realization Upon Receivables..................................55
    3.4.      Physical Damage Insurance; Other Insurance....................55
    3.5.      Maintenance of Security Interests in Financed
                Vehicles....................................................56
    3.6.      Additional Covenants of Servicer..............................56
    3.7.      Purchase of Receivables Upon Breach...........................57
    3.8.      Servicing Fee.................................................57
    3.9.      Servicer's Certificate........................................57
    3.10.     Annual Statement as to Compliance; Notice of
                Default.....................................................57
    3.11.     Annual Independent Certified Public Accountant's
                Report......................................................58
    3.12.     Receivable Bailee.............................................58
    3.13.     Servicer Expenses.............................................58
    3.14.     Retention and Termination of Servicer.........................58
    3.15.     Access to Certain Documentation and Information
                Regarding Receivables.......................................59
    3.16.     Data Report...................................................59
    3.17.     Employee Dishonesty Policy....................................60
    3.18.     Sub-Servicer..................................................60

                                  ARTICLE IV
                                 Distributions

    4.1.      Accounts......................................................60
    4.2.      Collections...................................................61
    4.3.      Application of Collections....................................63
    4.4.      Payaheads; Advances...........................................63
    4.5.      Additional Deposits...........................................64
    4.6.      Distributions.................................................64
    4.7.      Cash Collateral Account.......................................67
    4.8.      Reliance on Information from the Servicer.....................68

                                   ARTICLE V
                           Fees and Yield Protection

    5.1.      Fees..........................................................68
    5.2.      Overdue Interest..............................................69
    5.3.      Yield Protection..............................................69
    5.4.      Costs, Expenses and Taxes.....................................71
    5.5.      Funding Losses................................................72
    6.1.      Conditions Precedent to Initial Purchase......................72
    6.2.      Conditions Precedent to All Purchases.........................75
    6.3.      Conditions Precedent to Initial
                Warehouse Funding...........................................77
    6.4.      Conditions Precedent to All Warehouse Fundings................78


                                    ii

<PAGE>

Section                                                                   Page
-------                                                                   ----

                                  ARTICLE VII
                                  The Sellers

    7.1.      Representations of Sellers....................................80
    7.2.      Indemnity by Sellers..........................................83

                                 ARTICLE VIII
                                 The Servicer

    8.1.      Representations of Servicer...................................85
    8.2.      Indemnities of Servicer.......................................87
    8.3.      Merger or Consolidation of, or Assumption of the
                Obligations of, Servicer or Standby Servicer................88
    8.4.      Limitation on Liability of Servicer and Others................89
    8.5.      Servicer and Standby Servicer Not to Resign...................90

                                  ARTICLE IX
                   General Covenants of Sellers and Servicer

    9.1.      Affirmative Covenants of Sellers and Servicer.................90
    9.2.      Reporting Requirements of Sellers.............................93
    9.3.      Negative Covenants of Sellers and Servicer....................92
    9.4.      Separate Existence............................................95

                                   ARTICLE X
                                    Default

    10.1.     Events of Default.............................................97
    10.2.     Remedies.....................................................100
    10.3.     Termination of Servicer......................................100
    10.4.     Appointment of Successor Servicer............................100
    10.5.     Repayment of Advances........................................102
    10.6.     Action Upon Certain Failures of the Servicer.................103
    10.7.     Waiver of Past Defaults......................................103

                                  ARTICLE XI
                                 The Custodian

    11.1.     Duties of Custodian..........................................103
    11.2.     [Reserved]...................................................105
    11.3.     Certain Matters Affecting Custodian..........................105
    11.4.     Custodian Not Liable for Agreement or Receivables............107
    11.5.     Other Transactions...........................................107
    11.6.     Indemnity of Custodian.......................................108
    11.7.     Eligibility Requirements for Custodian.......................108
    11.8.     Resignation or Removal of Custodian..........................109
    11.9.     Successor Custodian..........................................109
    11.10.    Merger or Consolidation of Custodian.........................110
    11.11.    Co-Custodian.................................................110


                                    iii

<PAGE>

Section                                                                   Page
-------                                                                   ----

    11.12.    Representations and Warranties of Custodian..................112
    11.13.    No Bankruptcy Petition.......................................112

                                  ARTICLE XII
                     The Administrator; Relationship Bank

    12.1.     Authorization and Action.....................................112
    12.2.     Administrator's and Relationship Bank's Reliance,
                Etc........................................................113
    12.3.     State Street Capital and State Street Bank and
                Affiliates.................................................113

                                 ARTICLE XIII
                      Assignment Of Purchaser's Interest

    13.1.     Restrictions on Assignments..................................114
    13.2.     Rights of Assignee...........................................115
    13.3.     Evidence of Assignment.......................................115
    13.4.     Rights of Program Collateral Agent...........................115

                                  ARTICLE XIV
                                  Termination

    14.1.     Termination..................................................115
    14.2.     Optional Purchase of Receivables.............................115

                                  ARTICLE XV
                           Miscellaneous Provisions

    15.1.     Amendment, Etc...............................................116
    15.2.     Protection of Title to Purchased Assets......................116
    15.3.     Execution in Counterparts....................................118
    15.4.     Governing Law................................................118
    15.5.     Notices......................................................118
    15.6.     Severability of Provisions...................................119
    15.7.     Assignment...................................................119
    15.8.     Nonpetition Covenants........................................119
    15.9.     Third Party Beneficiaries....................................119
    15.10.    Agent for Service............................................120
    15.11.    Seller Obligations Joint and Several; Agreement
                Binding on Either Seller Individually......................120
    15.12.    Confidentiality of Seller Information........................120
    15.13.    Confidentiality of Program Information.......................122
    15.14.    Waiver Of Jury Trial.........................................124
    15.15.    Consent To Jurisdiction; Waiver Of Immunities................124
    15.16.    No Recourse Against Other Parties............................125


                                    iv

<PAGE>

EXHIBITS

Exhibit A       Form of Seller Assignment
Exhibit B-1     Form of Purchaser's Certificate to Originator
Exhibit B-2     Form of Purchaser's Certificate to Servicer
Exhibit C       Form of Servicer's Certificate
Exhibit D-1     Form of Trust Receipt
Exhibit D-2     Form of Servicing Officer's Certificate
Exhibit E       Form of Warehouse Note


                                      v

<PAGE>

      LOAN PURCHASE AGREEMENT dated as of March 31, 1995 (this "Agreement")
among CENTREX CAPITAL AUTOMOBILE ASSETS (NUMBER TWO), INC., a Delaware
corporation, as seller ("Centrex Two"), CENTREX CAPITAL AUTOMOBILE ASSETS
(NUMBER FOUR), INC., a Delaware corporation, as seller ("Centrex Four"; Centrex
Two and Centrex Four each a "Seller", and together, the "Sellers"), OXFORD
RESOURCES CORP., a New York corporation ("Oxford"), as servicer (the
"Servicer"), THE BANK OF NEW YORK, a New York banking corporation ("BONY"), as
custodian and standby servicer (the "Custodian" and "Standby Servicer",
respectively), CLIPPER RECEIVABLES CORPORATION, a Delaware corporation, as
purchaser (the "Purchaser"), STATE STREET BOSTON CAPITAL CORPORATION, a
Massachusetts corporation ("State Street Capital"), as administrator for the
Purchaser (the "Administrator"), and STATE STREET BANK AND TRUST COMPANY, a bank
organized under the laws of the Commonwealth of Massachusetts ("State Street
Bank"), as relationship bank for the Purchaser (the "Relationship Bank").

      In consideration of the mutual agreements herein contained, and other good
and valuable consideration, the receipt of which is hereby acknowledged, the
parties hereto, intending to be legally bound, agree as follows:

                                   ARTICLE I

                                  Definitions

      SECTION 1.1. Definitions. Whenever used in this Agreement, the following
words and phrases, unless the context otherwise requires, whenever capitalized
shall have the following meanings:

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

      "Actuarial Receivable" means a Receivable which provides for the
allocation of payments to interest and principal based on the Actuarial Method.

      "Addition Notice" means, with respect to any transfer of Subsequent
Receivables to the Purchaser pursuant to Section 2.5, a notice, which shall be
given not later than five Business Days prior to the related Subsequent Transfer
Date, of a Seller's designation of Subsequent Receivables to be transferred to
the Purchaser, the aggregate Principal Balance of such Subsequent Receivables
and the applicable Subsequent Cutoff Date and




<PAGE>

requested Subsequent Transfer Date with respect to such Subsequent Receivables.

      "Administrator" has the meaning set forth in the preamble.

      "Administrator's Office" means the office of the Administrator at 225
Franklin Street, Boston, Massachusetts 02110, Attention: Clipper Funds, or such
other address as shall be designated by the Administrator in writing to each
Seller and
the Servicer.

      "Advance" means the amount which the Servicer is required to advance on
the respective Receivables pursuant to Section 4.4.

      "Affected Party" means each of the Purchaser, each Liquidity Bank, any
assignee or participant of the Purchaser or any Liquidity Bank, the Credit Bank,
any assignee or participant of the Credit Bank, State Street Capital, any
successor to State Street Capital as Administrator, State Street Bank, any
successor to State Street Bank as Relationship Bank, any sub-agent of the
Administrator, the Program Collateral Agent, any successor of First Chicago as
Program Collateral Agent and any co-agent or sub-agent of the Program Collateral
Agent.

      "Affiliate" of any Person means any Person who directly or indirectly
controls, is controlled by or is under common control with such person. For
purposes of this definition of "Affiliate", the term "control" (including the
terms "controlling", "controlled by" and "under common control with") means the
possession, directly or indirectly, of the power to direct or cause a direction
of the management and policies of a Person, whether through the ownership of
voting securities, by contract or otherwise.

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

      "Allocation Trigger" means (a) with respect to all Loan Tranches, an Event
of Default of the type described in clause (i), (v), (viii), (ix), (xii), (xiii)
or (xvi) of Section 10.1, or (b) with respect to any Loan Tranche, (i) the
average of the Delinquency Rates with respect to such Loan Tranche for the three
most recent Collection Periods shall exceed 3.0%, (ii) the average of the Net
Loss Rates with respect to such Loan Tranche for the three most recent
Collection Periods shall exceed 4.5%, or (iii) the average of the Excess Yield
Percentages for the three most recent Collection Periods shall be less than
zero.

      "Alternate Base Rate" means, on any date, a fluctuating rate of interest
per annum equal to the higher of


                                     -2-

<PAGE>

            (a) the rate of interest most recently announced by State Street
      Bank in Boston, Massachusetts, as its base rate; and

            (b) the Federal Funds Rate most recently determined by State Street
      Bank plus 1.0% per annum.

The Alternate Base Rate is not necessarily intended to be the lowest rate of
interest determined by State Street Bank in connection with extensions of
credit.

      "Amount Financed" with respect to a Receivable means the amount advanced
under and stated in 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 Receivable.

      "Assignment" means an Originator Assignment or a Seller Assignment.

      "Assumption Date" has the meaning set forth in Section 10.4.

      "Bank Funded Portion" means, for any Yield Period (or portion thereof),
that portion of the Purchaser's Tranche Investment of the Warehouse Loan Tranche
which has been funded pursuant to the Liquidity Agreement or the Credit
Agreement (and not by the issuance of Commercial Paper Notes) during such Yield
Period (or such portion).

      "Bank Rate" means (i) for any Yield Period on or prior to the first day of
which Clipper, any Liquidity Bank or the Credit Bank shall have notified the
Administrator that (A) the introduction of or any change in or in the
interpretation of any law or regulation makes it unlawful, or any central bank
or other governmental authority asserts that it is unlawful, for such Person to
fund the Bank Funded Portion at the Eurodollar Rate (Reserve Adjusted), or (B)
due to market conditions affecting the London interbank market, funds are not
reasonably available to such Person in such market in order to enable it to fund
the Bank Funded Portion at the Eurodollar Rate (Reserve Adjusted) (and in the
case of subclause (A) or (B), such Person shall not have subsequently notified
the Administrator that such circumstances no longer exist); or (ii) for any
Yield Period as to which the Administrator does not receive notice or determine,
by no later than 12:00 noon (New York City time) on the third Business Day
preceding the first day of such Yield Period, that the Bank Funded Portion will
be funded pursuant to the Liquidity Agreement or the Credit Agreement and not by
the issuance of Commercial Paper Notes, the Domestic CD Rate (Adjusted) for such
Yield


                                       -3-

<PAGE>

Period; and (iii) in the cases of any other Yield Period, the Eurodollar Rate
(Reserve Adjusted) for such Yield Period.

      "BONY" has the meaning set forth in the preamble.

      "Business Day" means any day other than a Saturday, a Sunday or a day on
which banking institutions in New York, New York, the State in which the
Custodian's Office is located, the State in which the executive offices of the
Servicer are located, the State in which the corporate trust office of the
Program Collateral Agent is located or the State in which the principal place of
business of the Administrator is located shall be authorized or obligated by
law, executive order, or governmental decree to be closed.

      "Cash Collateral Account" means the account designated as such,
established and maintained pursuant to Section 4.1.

      "Cash Collateral Shortfall" means, for any Distribution Date, the excess,
if any, of the Required Cash Collateral Amount over the amount on deposit in the
Cash Collateral Account, calculated on the related Determination Date as of the
end of the preceding Collection Period but after giving effect to any
withdrawals to be made from the Cash Collateral Account on such Distribution
Date pursuant to Section 4.7(b).

      "Cash Collateral Surplus" means, for any Distribution Date, the excess, if
any, of the amount on deposit in the Cash Collateral Account over the Required
Cash Collateral Amount, calculated on the related Determination Date after
giving effect to any deposits to and transfers and withdrawals from the Cash
Collateral Account to be made on such Distribution Date other than pursuant to
Section 4.7(c).

      "Cash Purchase Price" has the meaning set forth in Section 2.1.

      "Centrex Four" has the meaning set forth in the preamble.

      "Centrex Two" has the meaning set forth in the preamble.

      "Change in Control" means any of the following:

            (a) the acquisition, by any Person or two or more Persons acting in
      concert, of beneficial ownership (within the meaning of Sections 13(d) and
      14(d)(2) of the Securities and Exchange Act of 1934, as amended), of a
      portion of the issued and outstanding shares of the capital stock of
      Oxford having more than 50% of the ordinary voting power for the election
      of directors; or


                                      -4-
<PAGE>

            (b) the failure of Oxford to own, directly or indirectly, free and
      clear of all Liens, 100% of the issued and outstanding capital stock of
      each Originator; or

            (c) the failure of Oxford and the Originators collectively to own
      directly, free and clear of all Liens, 100% of the issued and outstanding
      shares of capital stock of each Seller;

in each case, on a fully diluted basis, including all warrants, options,
conversion rights, and other rights to purchase or convert into such capital
stock.

      "Clipper Parties" means, collectively, each of the Purchaser, the
Administrator, the Relationship Bank, each other Affected Party and each other
Indemnified Party.

      "Closing Date" means March 31, 1995.

      "Collateral" has the meaning set forth in Section 2A.6.

      "Collection Account" means the account designated as such, established and
maintained pursuant to Section 4.1.

      "Collection Period" means a calendar month. Any amount stated "as of the
close of business on the last day of a Collection Period" or "as of the end 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 made by the Servicer and reductions of Outstanding Advances and
5) all distributions.

      "Collection Policy" means the collection policies and practices of the
Servicer and the Originators delivered by Oxford to the Administrator prior to
the date hereof, as modified without violating this Agreement, the Contribution
Agreement or the First Tier Loan Purchase Agreement.

      "Collections" means the Principal Collections and Interest Collections.

      "Commercial Paper Notes" means short-term promissory notes issued or to be
issued by Purchaser to fund its investments in accounts receivable or other
financial assets.

      "Commercial Paper Rate" means for any Yield Period, a per annum interest
rate calculated by Administrator equal to the sum of (i) the rate or, if more
than one rate, the weighted average of the rates determined by converting to an
interest-bearing


                                      -5-
<PAGE>

equivalent rate per annum the discount rate (or rates) at which Commercial Paper
Notes have been sold on each day during that Yield Period plus (ii) the
commissions and charges charged by the commercial paper placement agents with
respect to such Commercial Paper Notes, expressed as a percentage of the face
amount of Commercial Paper Notes to which such commission and charges relate and
converted to an interest-bearing equivalent rate per annum.

      "Contribution Agreement" means the Contribution Agreement dated as of
March 31, 1995 by and between Centrex Two and the Originators, relating to the
contribution of the Receivables by the Originators to Centrex Two, as amended by
the First Amendment thereto dated as of December 14, 1995, and the Second
Amendment thereto dated as of March 21, 1996.

      "CP-Funded Portion" means for any Yield Period (or portion thereof), that
portion of the Purchaser's Tranche Investment of the Warehouse Loan Tranche
which have been funded by the issuance of Commercial Paper Notes (and not
pursuant to the Liquidity Agreement or the Credit Agreement) during such Yield
Period (or such portion).

      "Credit Agreement" means and includes (a) the Credit Agreement, dated as
of September 24, 1992, among Purchaser, the Administrator and the Credit Bank
and (b) any other agreement (other than the Liquidity Agreement and any other
liquidity agreement entered into by Purchaser in connection with its other
acquisitions of financial assets) hereafter entered into by the Purchaser
providing for the issuance of one or more letters of credit for the account of
the Purchaser, the making of loans to the Purchaser or any other extensions of
credit to or for the account of the Purchaser to support all or any part of the
Purchaser's payment obligations under its Commercial Paper Notes or to provide
an alternate means of funding the Purchaser's investments in accounts receivable
or other financial assets, in each case as amended, supplemented or otherwise
modified from time to time.

      "Credit Policy" means the credit origination policies of the Originators
delivered by Oxford to the Administrator prior to the date hereof, as modified
without violating this Agreement, the Contribution Agreement or the First Tier
Loan Purchase Agreement.

      "Credit Bank" means and includes State Street Bank, as lender to Purchaser
and as issuer of a letter of credit for Purchaser's account under the Credit
Agreement, and any other or additional bank or other financial institution now
or hereafter extending credit or having a commitment to extend credit to or for
the account of Purchaser under the Credit Agreement.


                                      -6-
<PAGE>

      "Custodian" means, initially BONY, in its capacity as custodian on behalf
of the Purchaser, until a successor Person shall have become Custodian pursuant
hereto, and thereafter Custodian shall mean such successor Person.

      "Custodian Fee" means the compensation payable to the Custodian for
services rendered in such capacity hereunder.

      "Custodian Officer" means the president, any vice president, any assistant
vice president, any assistant secretary, any assistant treasurer, any trust
officer, or any other officer of the Custodian customarily performing functions
similar to those performed by any of the above designated officers and also
means, with respect to a particular corporate trust matter, any other officer to
whom such matter is referred because of his knowledge of and familiarity with
the particular subject.

      "Custodian's Office" means the office of the Custodian at which its
corporate trust business shall be administered, which office at the date of this
Agreement is located at 101 Barclay Street, New York, New York, 10286.

      "Cutoff Date" means, in relation to the Initial Receivables, the Initial
Cutoff Date, in relation to any Subsequent Receivables, the relevant Subsequent
Cutoff Date and, in relation to Receivables from time to time included in the
Warehouse Loan Tranche, the relevant Warehouse Cutoff Date.

      "Data Report" has the meaning set forth in Section 3.16.

      "Dealer" means the dealer who financed and sold a Financed Vehicle and
with respect to which an Originator purchased the respective Receivable and
contributed or sold it to a Seller.

      "Default" means any event which, with the giving of notice or lapse of
time, or both, would (unless cured or waived) become an Event of Default.

      "Defaulted Receivable" means any Receivable (without
duplication) as to which either of the following has occurred: (a) all or any
portion of a payment under the contract becoming 120 days or more delinquent, or
(b) repossession (and expiration of any redemption or reinstatement period) of
the vehicle securing the Receivable.

      "Deferred Purchase Price" has the meaning set forth in Section 2.1.

      "Delinquency Rate" means, with respect to a Collection Period commencing
in or after March 1995, the fraction, expressed as a percentage, equal to (a)
the sum of the aggregate Principal


                                      -7-
<PAGE>

Balance of Receivables (or, for purposes of clause (b) of the definition of
"Allocation Trigger", with respect to any Loan Tranche, Receivables included in
such Loan Tranche) with part or all of one or more payments past due as of the
end of such Collection Period for 60 days or more divided by (b) the Pool
Balance (or, for purposes of clause (b) of the definition of "Allocation
Trigger", with respect to any Loan Tranche, the Loan Tranche Balance) as of the
end of such Collection Period.

      "Determination Date" means the tenth calendar day of each calendar month
or, if such day is not a Business Day, the next following Business Day,
commencing April 10, 1995.

      "Distribution Date" means, for each Collection Period, the fifteenth
calendar day of the following month, or if such day is not a Business Day, the
next following Business Day, commencing April 17, 1995.

      "Distribution Period" means (a) the period commencing on, and including,
the Closing Date and ending on, but excluding, the next following Distribution
Date, and (b) each subsequent period commencing on, and including, a
Distribution Date and ending on, but excluding, the next following Distribution
Date.

      "Dollars" means dollars in lawful money of the United States of America.

      "Domestic CD Rate (Adjusted)" means, with respect to any Yield Period, a
rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%),
equal to the sum of (a) the quotient of (i) the Domestic CD Rate for such Yield
Period, divided by (ii) one minus the Reserve Requirement for such Yield Period,
plus (b) the Assessment Rate for such Yield Period; where: "Domestic CD Rate"
means, with respect to any Yield Period, a rate of interest equal to the average
of the secondary market morning offering rates in the United States for time
certificates of deposit of major United States money market banks for a period
approximately equal to such Yield Period in an amount substantially equal to the
Bank Funded Portion, as such offering rate is quoted to the Administrator by the
Federal Reserve Bank of Boston during the morning of the first day of such Yield
Period; provided, however, that if the Administrator shall not receive any such
quote by the Federal Reserve Bank of Boston by 11:00 a.m., New York City time,
on the morning of the first day of any Yield Period, then "Domestic CD Rate"
shall mean, with respect to such Yield Period, the rate of interest determined
by the Administrator to be the average (rounded upwards, if necessary, to the
nearest 1/100 of 1%) of the bid rates quoted to the Administrator in the
secondary market at approximately 11:00 a.m., New York City time (or as soon
thereafter as practicable), on the first day of such Yield Period by two
certificate of deposit dealers in New York or


                                     -8-

<PAGE>

Boston of recognized standing selected by the Administrator in its sole
discretion for the purchase from the Administrator at face value of certificates
of deposit issued by the Administrator in an amount approximately equal or
comparable to the amount of the Bank Funded Portion and having a maturity equal
to such Yield Period; "Assessment Rate" for any Yield Period means the annual
assessment rate per annum (rounded upwards, if necessary, to the nearest 1/100
of 1%) applicable to the Administrator on its insured deposits, on the Business
Day immediately preceding the first day of such Yield Period, under the Federal
Deposit Insurance Act, determined by annualizing the most recent assessment
levied on the Administrator by the Federal Deposit Insurance Corporation (or any
successor) with respect to such deposits; and "Reserve Requirement" means, with
respect to any Yield Period, a percentage (expressed as a decimal) equal to the
daily average during such Yield Period of the aggregate reserve requirement
(including all basic, supplemental, marginal and other reserves and taking into
account any transitional adjustments or other scheduled changes in reserve
requirements during such period) specified under Regulation D, as applicable to
the class of banks of which the Administrator is a member, on deposits of the
types used as a reference in determining the Domestic CD Rate and having a
maturity approximately equal to such Yield Period.

      "Downgraded Liquidity Bank" means a Liquidity Bank which has been the
subject of a Downgrading Event.

      "Downgrading Event" with respect to any Person means that the short-term
securities of such Person shall have been assigned a rating lower than the
Required Short-Term Ratings or shall no longer be rated by either of the Rating
Agencies.

      "Earned Discount" means, for any Distribution Date and with respect to any
Loan Tranche included in the Purchased Assets during the Distribution Period
then ending, an amount equal to the sum of

            (a) the product of (i) the weighted daily average of the Purchaser's
      Tranche Investment of such Loan Tranche during such Distribution Period
      (or, if applicable, during the shorter period described in clause (iii)
      below), times (ii) the Swap Rate for such Loan Tranche, times (iii) in the
      case of the first Distribution Period when such Loan Tranche was included
      in the Purchased Assets, a fraction the numerator of which is the actual
      number of days in the period from the Closing Date or the Subsequent
      Transfer Date, as applicable, on which such Loan Tranche was purchased
      until the last day of such Distribution Period and the denominator of
      which is 360, and in the case of each subsequent Distribution Period, one
      twelfth; plus


                                     -9-

<PAGE>

            (b) the Program Fee for such Distribution Period with respect to
      such Loan Tranche;

provided, however, in the case of the Warehouse Loan Tranche, "Earned Discount"
for any Distribution Date shall mean the sum of (A) accrued and unpaid interest
on all Warehouse Fundings as of such Distribution Date, calculated in accordance
with Section 2A.3, plus (B) the accrued and unpaid Warehouse Fee for such
Distribution Period, calculated in accordance with Section 5.1(a)(ii).

      "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
      the full and timely payment by, the United States of America;

            (b) demand deposits, time deposits or certificates of deposit of any
      depository institution or trust company incorporated under the laws of the
      United States of America or any State thereof (or any domestic branch of a
      foreign bank) and subject to supervision and examination by Federal or
      State banking or depository institution authorities; provided, however,
      that at the time of the investment or contractual commitment to invest
      therein, the commercial paper or other short-term 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) thereof shall have the Required Short-Term Ratings;

            (c) commercial paper having, at the time of the investment or
      contractual commitment to invest therein, the Required Short-Term Ratings;

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

            (e) repurchase obligations with respect to any security that is a
      direct obligation of, or fully guaranteed as to the full and timely
      payment 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 (i) a
      depository institution or trust company (acting as principal) described in
      clause (b) above or (ii) a depository institution or trust company whose
      commercial


                                      -10-
<PAGE>

      paper or other short term and long term unsecured debt obligations have
      the Required Short-Term Ratings;

            (f) freely redeemable shares in money market mutual funds registered
      under the Investment Company Act of 1940, as amended, which invest only in
      obligations of the types described in clauses (a) through (e) above
      (without regard to any limitations on the maturity of such obligations but
      including any limitation on the credit ratings and other qualifications of
      the issuers of such obligations); and

            (g) any other investment as may be acceptable to the Administrator,
      as evidenced by a writing to that effect, as may from time to time be
      confirmed in writing to the Servicer and the Custodian by the
      Administrator.

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

      "ERISA" means the U.S. Employee Retirement Income Security Act of 1974, as
amended from time to time.

      "Eurodollar Rate (Reserve Adjusted)" means, with respect to any Yield
Period, a rate per annum (rounded upwards, if necessary, to the nearest 1/100 of
1%) equal to (a) the Eurodollar Rate for such Yield Period divided by (b) one
minus the Eurodollar Reserve Percentage for such Yield Period; where:
"Eurodollar Rate" means, with respect to any Yield Period, the rate per annum at
which Dollar deposits in immediately available funds are offered to the
Eurodollar Office of the Administrator two Eurodollar Business Days prior to the
beginning of such period by prime banks in the interbank eurodollar market at or
about 11:00 a.m., New York City time, for delivery on the first day of such
Yield Period, for the number of days comprised therein and in an amount equal or
comparable to the Bank Funded Portion for such Yield Period; "Eurodollar
Business Day" means a day of the year on which dealings are carried on in the
London interbank market and banks are open for business in London and are not
required or authorized to close in New York City or Boston; and "Eurodollar
Reserve Percentage" means, with respect to any Yield Period, the then-applicable
percentage (expressed as a decimal) prescribed by the Federal Reserve Board for
determining reserve requirements applicable to "Eurocurrency Liabilities"
pursuant to Regulation D.

      "Event of Bankruptcy" shall be deemed to have occurred with respect to a
Person if either:

            (a) a case or other proceeding shall be commenced, without the
      application or consent of such Person, in any court, seeking the
      liquidation, reorganization, debt


                                      -11-
<PAGE>

      arrangement, dissolution, winding up, or composition or readjustment of
      debts of such Person, the appointment of a trustee, receiver, custodian,
      liquidator, assignee, sequestrator or the like for such Person or all or
      substantially all of its assets, or any similar action with respect to
      such Person under any law relating to bankruptcy, insolvency,
      reorganization, winding up or composition or adjustment of debts, and such
      case or proceeding shall continue undismissed, or unstayed and in effect,
      for a period of 45 consecutive days; or an order for relief in respect of
      such Person shall be entered in an involuntary case under the federal
      bankruptcy laws or other similar laws now or hereafter in effect; or

            (b) such Person shall commence a voluntary case or other proceeding
      under any applicable bankruptcy, insolvency, reorganization, debt
      arrangement, dissolution or other similar law now or hereafter in effect,
      or shall consent to the appointment of or taking possession by a receiver,
      liquidator, assignee, trustee, custodian, sequestrator (or other similar
      official) for, such Person or for any substantial part of its property, or
      shall make any general assignment for the benefit of creditors, or shall
      fail to, or admit in writing its inability to, pay its debts generally as
      they become due, or, if a corporation or similar entity, its board of
      directors shall vote to implement any of the foregoing.

      "Event of Default" means an event specified in Section 10.1.

      "Excess Yield Percentage" means, for any Determination Date, the quotient,
expressed as a percentage rate per annum, equal to (a)(i) that portion of all
collections on Receivables (or, for purposes of clause (b) of the definition of
"Allocation Trigger", with respect to any Loan Tranche, Receivables included in
such Loan Tranche) allocable to interest for the preceding Collection Period,
minus (ii) the sum of the amounts distributable on the following Distribution
Date (without regard to the amount of Interest Collections available for
distribution) in respect of Servicer's Fee, Earned Discount and Net Liquidation
Losses under clauses first, second and third of Section 4.6(b) with respect to
all Loan Tranches (or, for purposes of clause (b) of the definition of
"Allocation Trigger", with respect to the relevant Loan Tranche) divided by (b)
the Pool Balance (or, for purposes of clause (b) of the definition of
"Allocation Trigger", with respect to any Loan Tranche, the Loan Tranche
Balance) as of the opening of business on the first day of such Collection
Period, times (c) twelve. Notwithstanding any other provision of this Agreement,
the calculation of the Excess Yield Percentage will not include amounts
described above with respect to any Loan Tranche (and for purposes of clause (b)
of the definition of


                                      -12-
<PAGE>

"Allocation Trigger", no Excess Yield Percentage shall be calculated or included
in the calculation of any average Excess Yield Percentage with respect to such
Loan Tranche) for any Collection Period beginning before the date of the
purchase of such Loan Tranche hereunder.

      "Federal Funds Rate" means, for any period, a fluctuating interest rate
per annum equal (for each day during such period) to

            (a) the weighted average of the rates on overnight federal funds
      transactions with members of the Federal Reserve System arranged by
      federal funds brokers, as published for such day (or, if such day is not a
      Business Day, for the next preceding Business Day) by the Federal Reserve
      Bank of Boston; or

            (b) if such rate is not so published for any day which is a Business
      Day, the average of the quotations for such day on such transactions
      received by State Street Bank from three federal funds brokers of
      recognized standing selected by it.

      "Federal Reserve Board" means the Board of Governors of the Federal
Reserve System, or any successor thereto or to the functions thereof.

      "Fee Letter" means the letter dated February 13, 1995 from the
Administrator to Oxford.

      "Final Payout Date" means the date following the Purchase Termination Date
on which Purchaser's Investment shall have been reduced to zero and all
Obligations shall have been paid in full.

      "Final Scheduled Distribution Date" means the Distribution Date falling on
or next following the seventh anniversary of the Purchase Termination Date.

      "Financed Vehicle" means a new or used automobile, light duty truck, van
or minivan, together with all accessions thereto, securing an Obligor's
indebtedness under the respective Receivable.

      "First Chicago" means The First National Bank of Chicago, a
national banking association.

      "First Tier Loan Purchase Agreement" means the First Tier Loan Purchase
Agreement dated as of the date hereof by and between Centrex Four and the
Originators, as amended, modified or supplemented from time to time, relating to
the purchase and sale of the Receivables by the Originators to Centrex Four.


                                      -13-
<PAGE>

      "Funding Period" means the period from and including the Closing Date to
but excluding the Purchase Termination Date.

      "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board, or in such other statements by the
accounting profession, which are applicable to the circumstances as of the date
of determination.

      "Hedging Agreement" means that certain ISDA Interest Rate and Currency
Exchange Agreement, dated as of March 31, 1995, between the Purchaser and State
Street Bank, as supplemented by each interest rate swap confirmation from time
to time executed thereunder in connection with this Agreement.

      "Indemnified Amounts" has the meaning set forth in Section 7.2.

      "Indemnified Party" has the meaning set forth in Section 7.2.

      "Independent Director has the meaning set forth in Section 9.4.

      "Initial Cutoff Date" means March 15, 1995.

      "Initial Receivables" means the Receivables transferred on the Closing
Date.

      "Insufficiency Amount" has the meaning set forth in Section 4.7(b).

      "Interest Collections" means, for any Distribution Date, the sum of the
following amounts with respect to the preceding Collection Period: (i) that
portion of all collections on Receivables (including amounts withdrawn from the
Payahead Account but excluding amounts deposited into the Payahead Account)
allocable to interest; (ii) Liquidation Proceeds with respect to the Receivables
to the extent allocable to interest due thereon in accordance with the
Servicer's customary servicing procedures; (iii) all Advances made by the
Servicer of interest due on Receivables; (iv) all Recoveries received during the
Collection Period; and (v) the Repurchase Amount of each Receivable that became
a Repurchased Receivables during the related Collection Period to the extent
attributable to accrued interest on such Receivable; provided, however, that in
calculating the Interest Collections the portions of the following allocable to
interest will be excluded: (i) collections received on Receivables and the
Repurchase Amount in respect of


                                      -14-
<PAGE>

Receivables to the extent that the Servicer has previously made an unreimbursed
Advance of interest with respect to such Receivable; (ii) Liquidation Proceeds
and Recoveries with respect to a particular Receivable to the extent of any
unreimbursed Advances of interest with respect to such Receivable; and (iii) all
payments and proceeds (including Liquidation Proceeds and Recoveries) of any
Repurchased Receivables the principal portion of the Repurchase Amount of which
has been included in the Principal Collections in a prior Collection Period.
With respect to any Loan Tranche, "Interest Collections" means, for any
Distribution Date, that portion of Interest Collections (as defined above)
attributable to Receivables which were included in such Loan Tranche at any time
during the relevant Collection Period.

      "Lien" means a security interest, lien, charge, pledge, equity, or
encumbrance of any kind.

      "Liquidity Agent" means State Street Bank, as agent for the Liquidity
Banks under the Liquidity Agreement, or any successor to State Street Bank in
such capacity.

      "Liquidity Agreement" means and includes (a) the Liquidity Agreement dated
as of the date hereof among the Purchaser, as borrower, State Street Capital, as
Program Administrator, State Street Bank, as Liquidity Agent, and certain other
financial institutions, and (b) any other agreement hereafter entered into by
Purchaser providing for the making of loans or other extensions of credit to the
Purchaser secured by a direct or indirect security interest in the Purchased
Assets (or any portion thereof), to support all or part of the Purchaser's
payment obligations under the Commercial Paper Notes or to provide an alternate
means of funding the Purchaser's investments in accounts receivable or other
financial assets, and under which the amount available from such extensions of
credit is limited to an amount calculated by reference to the value or eligible
unpaid balance of such accounts receivable or other financial assets or any
portion thereof and/or the level of transaction-specific credit enhancement
available with respect thereto, as such Liquidity Agreement or other agreement
may be amended, supplemented, restated or otherwise modified from time to time.

      "Liquidity Bank" means any one of, and "Liquidity Banks" means all of,
State Street Bank and the other commercial lending institutions that are at any
time parties to the Liquidity Agreement.

      "Loan Tranche" means a group of Receivables consisting of (a) the Initial
Receivables purchased hereunder on the Closing Date, taken together, or (b) the
Subsequent Receivables purchased hereunder on any one Subsequent Transfer Date,
taken


                                      -15-
<PAGE>

together, or (c) at any time, the Receivables then included in the Warehouse
Loan Tranche, taken together.

      "Loan Tranche Balance" as of the close of business on the last day of a
Collection Period means the aggregate Principal Balance of the Receivables
(excluding Repurchased Receivables and Defaulted Receivables) in such Loan
Tranche.

      "Lock-Box Account" has the meaning set forth in Section 4.2(b).

      "Lock-Box Agreement" has the meaning set forth in Section 4.2(b).

      "Lock-Box Bank" has the meaning set forth in Section 4.2(b).

      "Material Adverse Effect" with respect to any event or circumstance, means
a material adverse effect on:

            (i) the business, assets, financial condition, operations or
      prospects of any Seller Party;

            (ii) the ability of any Seller Party to perform in all material
      respects its obligations under this Agreement or any other Related
      Document;

            (iii) the validity or enforceability of this Agreement, any other
      Related Document or the Receivables or the collectibility of the
      Receivables;

            (iv) the status, existence, perfection, priority or enforceability
      of the Purchaser's interest in the Receivables; or

            (v) so long as the Warehouse Facility is in effect or any Warehouse
      Fundings are outstanding, the ability of Oxford, the Originators or
      Centrex Four to effect a Warehouse Take-Out.

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

      "Net Funding Yield" with respect to the Warehouse Loan Tranche means a
percentage equal to (a) the weighted average Annual Percentage Rate of
Receivables included in the Warehouse Loan Tranche (weighted according to the
respective outstanding Principal Balances of the Receivables included in the
Warehouse Loan Tranche), minus (b) the sum of (i) the then current Swap Rate
with respect to the Warehouse Loan Tranche, plus (ii) the Warehouse Fee Rate,
plus (iii) the Servicing Fee Rate.


                                      -16-
<PAGE>

      "Net Liquidation Losses" means, for any Collection Period, the aggregate
outstanding Principal Balance plus accrued interest (through the end of the
Collection Period) of all Receivables which became Defaulted Receivables in that
Collection Period, less the Recoveries received in that Collection Period with
respect to Defaulted Receivables.

      "Net Loss Rate" means, with respect to a Collection Period commencing
March 1995, (a) twelve times (b) the quotient of (i) the Net Liquidation Losses
for such Collection Period with respect to all Loan Tranches (or, for purposes
of clause (b) of the definition of "Allocation Trigger", with respect to the
relevant Loan Tranche), divided by (ii) the ending Pool Balance (or, for
purposes of clause (b) of the definition of "Allocation Trigger", with respect
to any Loan Tranche, the Loan Tranche Balance).

      "Notice of Release" has the meaning set forth in Section 2A.10.

      "Obligations" means all obligations of the Sellers, the Servicer and the
Originators to any of the Clipper Parties under the Related Documents, excluding
the Purchaser's right to receive distributions in respect of Purchaser's
Investment and Earned Discount in respect of any Loan Tranche other than the
Warehouse Loan Tranche, and including without limitation (i) all obligations of
the Sellers to pay the principal amount of and accrued interest on Warehouse
Fundings and (ii) all obligations of the Sellers, the Servicer and the
Originators in respect of fees, expenses and indemnification.

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

      "Officer's Certificate" means a certificate signed by the chairman of the
board, the president, any vice chairman of the board, any vice president, the
treasurer, the controller or any assistant vice president, any assistant
treasurer or any assistant controller of Oxford, Centrex Two, Centrex Four, or
the Servicer, as appropriate.

      "Opinion of Counsel" means a written opinion of counsel, which counsel may
but need not be counsel to the Sellers or Servicer, and shall be acceptable to
the Custodian and the Administrator, and which opinion shall be acceptable to
the Custodian and the Administrator in form and substance.

      "Originator Assignment" means an instrument of assignment executed by any
one or more of the Originators pursuant to the Contribution Agreement or the
First Tier Loan Purchase Agreement.


                                      -17-
<PAGE>

      "Originators" means Oxford and, at any time, each other Person that at
that time is a party to the Contribution Agreement or the First Tier Loan
Purchase Agreement as an Originator.

      "Outstanding Advances" on a Receivable means the sum, as of the close of
business on the last day of a Collection Period, of all Advances made by Oxford
as Servicer (or by any successor Servicer that has agreed to make Advances) with
respect to such Receivable as reduced by payments made by or on behalf of the
Obligor pursuant to Section 4.4 with respect to such Receivable.

      "Oxford" has the meaning set forth in the preamble.

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

      "Payahead Account" means the account designated as such, established and
maintained pursuant to Section 4.1.

      "Payahead Balance" on a 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 Receivable, as reduced by
applications of previous Payaheads with respect to such Receivable, pursuant to
Sections 4.3 and 4.4.

      "Payments Account" shall have the meaning specified in Section 4.2 hereof.

      "Payments Account Bank" has the meaning specified in Section 4.2 hereof.

      "Permitted Vehicle Lien" means any tax lien or mechanics' lien on a
Financed Vehicle provided the same does not extend to the related Receivable.

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

      "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
Repurchased Receivables and Defaulted 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)
in the case of an Actuarial Receivable, that portion of all Scheduled Payments
due on or


                                      -18-
<PAGE>

prior to such day allocable to principal using the actuarial method, and in the
case of a Simple Interest Receivable, that portion of all Scheduled Payments due
on or prior to such day in respect of principal; (ii) any refunded portion of
extended warranty protection plan costs, or of physical damage, credit life,
credit accident or health insurance premiums included in the Amount Financed;
(iii) any payment of the Repurchase Amount with respect to the Receivable
allocable to principal; and (iv) any prepayment in full or any partial
prepayments applied to reduce the Principal Balance of the Receivable.

      "Principal Collections" means, for any Distribution Date, the sum of the
following amounts received with respect to the preceding Collection Period: (i)
that portion of all collections on Receivables (including amounts withdrawn from
the Payahead Account but excluding amounts deposited into the Payahead Account)
allocable to principal; (ii) Liquidation Proceeds attributable to the principal
amount of Receivables which became Defaulted Receivables during the Collection
Period in accordance with the Servicer's customary servicing procedures; (iii)
all Advances made by the Servicer of principal due on the Receivables; (iv) to
the extent attributable to principal, the Repurchase Amount of each Receivable
that became a Repurchased Receivable during the related Collection Period; (v)
partial prepayments on Receivables relating to refunds of extended service
contracts, or of physical damage, credit life, credit accident or health
insurance policy premiums, but only if such contracts or premiums were financed
by the respective Obligor as of the date of the original contract and only to
the extent not properly included under clause (i) or (ii) above or clause (iv)
of the definition of Interest Collections; and (vi) on the Final Scheduled
Distribution Date, the amount of any Advances on such Final Scheduled
Distribution Date with respect to principal on the Receivables; provided,
however, that in calculating the Principal Collections portions of the following
allocable to principal will be excluded: (i) collections received on Receivables
and the Repurchase Amount in respect of Receivables to the extent that the
Servicer has previously made an unreimbursed Advance of principal with respect
to such Receivable; (ii) Liquidation Proceeds with respect to a particular
Receivable to the extent of any unreimbursed Advances of principal with respect
to such Receivable; and (iii) all payments and proceeds (including Liquidation
Proceeds and Recoveries) of any Repurchased Receivables the principal portion of
the Repurchase Amount of which has been included in the Principal Collections in
a prior Collection Period. With respect to any Loan Tranche, "Principal
Collections" means, for any Distribution Date, that portion of Principal
Collections (as defined above) attributable to Receivables which were included
in such Loan Tranche at any time during the relevant Collection Period.


                                      -19-
<PAGE>

      "Program Collateral Agent" means First Chicago in its capacity as
collateral agent for certain secured creditors of the Purchaser, or any
successor to First Chicago in such capacity.

      "Program Fee" has the meaning set forth in Section 5.1(a).

      "Program Information" has the meaning set forth in Section 15.13.

      "Purchase" has the meaning set forth in Section 2.1.

      "Purchase Price" has the meaning set forth in Section 2.1.

      "Purchase Termination Date" has the meaning set forth in Section 2.11.

      "Purchased Assets" means the property in which an undivided interest is
transferred to Clipper (or, in the case of the Warehouse Loan Tranche, in which
a security interest is granted to Clipper) pursuant to this Agreement, which
shall consist of the Receivables (other than Repurchased Receivables) and all
monies paid thereon, and all monies due or to become due thereon and all amounts
received by the Sellers with respect thereto, after the Initial Cutoff Date;
security interests in the Financed Vehicles granted by Obligors pursuant to the
Receivables and any other interest of the Sellers in the Financed Vehicles,
including, without limitation, the certificates of title with respect to the
Financed Vehicles; the documents contained in the Receivable Files; funds
deposited in the Collection Account and the Cash Collateral Account and proceeds
thereof; the Contribution Agreement and the First Tier Loan Purchase Agreement,
including the right of the Sellers to cause any of the Originators to repurchase
Receivables under certain circumstances; any property (including the right to
receive future Liquidation Proceeds) that shall have secured a Receivable and
that shall have been acquired by or on behalf of the Purchaser; 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; refunds for the costs of
extended service contracts with respect to Financed Vehicles and refunds of
unearned premiums with respect to credit life and credit accident and health
insurance policies or certificates covering an Obligor or a Financed Vehicle or
his or her obligations with respect to a Financed Vehicle and any recourse to
Dealers relating to Receivables; and the income and proceeds of any and all of
the foregoing.

      "Purchaser" has the meaning set forth in the preamble.


                                      -20-
<PAGE>

      "Purchaser's Certificate" means a certificate completed and executed by
the Purchaser pursuant to Section 2.13, substantially in the form of, in the
case of an assignment to an Originator, Exhibit B-1, and in the case of an
assignment to the Servicer, Exhibit B-2.

      "Purchaser's Investment" means at any time an amount equal to the sum of
the Purchaser's Tranche Investments of all Loan Tranches at such time.

      "Purchaser's Tranche Investment" means, at any time and with respect to
any Loan Tranche, an amount equal to (a) the amount theretofore paid to the
Sellers or deposited in the Cash Collateral Account on account of the Cash
Purchase Price of Receivables included in such Loan Tranche pursuant to Section
2.1, less (b) the aggregate amount theretofore distributed to the Purchaser in
reduction of such Purchaser's Tranche Investment pursuant to Section 4.6;
provided, however, in the case of the Warehouse Loan Tranche the Purchaser's
Tranche Investment shall mean at any time the then outstanding principal amount
of all Warehouse Fundings; and provided, further, the Purchaser's Tranche
Investment shall not be considered to have been reduced by any distribution if
at any time such distribution is rescinded or must otherwise be returned for any
reason.

      "Qualifying Liquidity Bank" means a Liquidity Bank having the Required
Short-Term Ratings.

      "Rate Determination Date" for any Loan Tranche means (a) in the case of
any Loan Tranche other than the Warehouse Loan Tranche (and in the case of the
Warehouse Loan Tranche in the event of the purchase thereof under Section
2A.11), the Business Day next preceding the date of purchase of such Loan
Tranche hereunder, and (b) in the case of the Warehouse Loan Tranche, the
Business Day next preceding the Warehouse Interest Swap Date.

      "Rating Agency" means each of S&P and Moody's. If either such organization
(or its successor) is no longer in existence, "Rating Agency" shall be such
nationally recognized statistical rating organization or other comparable Person
designated by the Administrator, notice of which designation shall be given to
the Custodian and the Servicer.

      "Receivable" means any motor vehicle retail installment sale contract
which shall appear on any Schedule of Receivables, other than any such contract
which shall have been repurchased by a Seller or an Originator in accordance
with Section 2.7, purchased by the Servicer in accordance with Section 3.7 or
transferred in connection with a Warehouse Take-Out in accordance with Section
2A.9.


                                      -21-
<PAGE>

      "Receivable Bailee" means (a) initially, the Servicer, and (b) after any
direction given by the Administrator pursuant to Section 2.9(c), or at any time
when the Servicer shall have been terminated pursuant to Article X, the
Custodian, in each case, in its capacity as custodian and bailee of the
Receivable Files on behalf of the Purchaser.

      "Receivable Files" means the documents specified in Section 2.8.

      "Recoveries" means the monies collected from whatever source, after the
respective Collection Period in which a Receivable became a Liquidated
Receivable, on a Liquidated Receivable, net of (a) the reasonable costs of
liquidation (including repossession and disposition costs and expenses, and (b)
any amounts required by law to be remitted to the Obligor.

      "Regulation D" means Regulation D of the Federal Reserve Board, or any
other regulation of the Federal Reserve Board that prescribes reserve
requirements applicable to nonpersonal time deposits or "Eurocurrency
Liabilities" as presently defined in Regulation D, as in effect from time to
time.

      "Regulatory Change" means, relative to any Affected Party

            (a) any change in (or the adoption, implementation, change in
      phase-in or commencement of effectiveness of) any

                  (i) United States federal or state law or foreign law
            applicable to such Affected Party;

                  (ii) regulation, interpretation, directive, requirement or
            request (whether or not having the force of law) applicable to such
            Affected Party of (A) any court, government authority charged with
            the interpretation or administration of any law referred to in
            clause (a)(i) or of (B) any fiscal, monetary or other authority
            having jurisdiction over such Affected Party; or

                  (iii) generally accepted accounting principles or regulatory
            accounting principles applicable to such Affected Party and
            affecting the application to such Affected Party of any law,
            regulation, interpretation, directive, requirement or request
            referred to in clause (a)(i) or (a)(ii) above; or

            (b) any change in the application to such Affected Party of any
      existing law, regulation, interpretation, directive, requirement, request
      or accounting principles referred to in clause (a)(i), (a)(ii) or (a)(iii)
      above.


                                      -22-
<PAGE>

      "Related Documents" means this Agreement, the Contribution Agreement, the
First Tier Loan Purchase Agreement, the Originator Assignments, the Seller
Assignments, the Servicing Assumption Agreement, the Hedging Agreement, the
Lock-Box Agreements (if any), any Warehouse Note, and the other agreements,
instruments and other documents executed and delivered from time to time in
connection herewith and therewith and all amendments thereto and modifications
thereof.

      "Relationship Bank" has the meaning set forth in the preamble.

      "Repurchase Amount" with respect to any Receivable means the amount, as of
the close of business on the last day of a Collection Period, required to prepay
in full such Receivable under the terms thereof including interest accrual to
the end of the month of purchase.

      "Repurchased Receivables" means a Receivable purchased as of the close of
business on the last day of a Collection Period by the Servicer pursuant to
Section 3.7 or by an Originator pursuant to Section 2.7 or Section 2.9.

      "Required Cash Collateral Amount" means, for any Distribution Date, an
amount equal to the greatest of (x) two percent of the aggregate Principal
Balance of Receivables, other than Warehoused Receivables, calculated on the
most recent Determination Date as of the end of the related Collection Period,
(y) in the case of any Loan Tranche purchased before December 31, 1995, 0.375%,
and in the case of any Loan Tranche purchased on or after December 31, 1995,
1.25% of the aggregate Principal Balance, as of the applicable Cut-Off Dates, of
all Receivables purchased hereunder on or prior to such Distribution Date, and
(z) on the occurrence and during the continuance of an Event of Default, the
Required Cash Collateral Amount in effect immediately before the occurrence of
such Event of Default; provided, however, that the Required Cash Collateral
Amount shall not exceed the sum of the Purchaser's Investment, accrued and
unpaid Earned Discount and accrued and unpaid Servicing Fee.

      "Required Short-Term Ratings" means commercial paper ratings or short term
deposit ratings of at least A-1 and P-1 by S&P and Moody's, respectively.

      "Required Warehouse Swap" has the meaning set forth in Section 2A.11(b).

      "S&P" means Standard & Poor's Ratings Service, a division of the McGraw
Hill Companies, Inc., or any successor.


                                      -23-
<PAGE>

      "Schedule of Receivables" means (a) the Schedule of Receivables attached
to the initial Seller Assignment as Schedule A, as supplemented by each Schedule
of Receivables attached as Schedule A to each subsequent Seller Assignment, and
(b) the Schedule of Receivables attached as Schedule A to the initial Warehouse
Funding Request, as supplemented by the Schedule of Receivables attached as
Schedule A to each subsequent Warehouse Funding Request.

      "Scheduled Payment" on a Receivable means (a) in the case of an Actuarial
Receivable, 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 Receivable and to
provide interest at the APR, and (b) in the case of a Simple Interest
Receivable, the amount of the payment required to be made by the Obligor during
the respective Collection Period in respect of principal and accrued interest.

      "Seller" has the meaning set forth in the preamble.

      "Seller Assignment" means an instrument of assignment executed by a Seller
substantially in the form attached hereto as Exhibit A.

      "Seller Information" has the meaning set forth in Section 15.12.

      "Seller Party" means each of Oxford (individually and as Servicer), the
Sellers and the Originators.

      "Servicer" means Oxford as the servicer of the Receivables which were
contributed to or purchased by the Sellers, and each successor to Oxford (in the
same capacity) pursuant to the terms of this Agreement.

      "Servicer Default" has the meaning set forth in Section 10.2(a).

      "Servicer's Certificate" means a certificate completed and executed by a
Servicing Officer pursuant to Section 3.9, substantially in the form of Exhibit
C.

      "Servicer's Office" means the office of Oxford where it keeps its
documents and records relating to Receivables, which office as of March 31, 1995
is located at the address indicated below its signature hereto.

      "Servicing Assumption Agreement" means the Servicing Assumption Agreement,
dated as of March 31, 1995, among Oxford,


                                      -24-
<PAGE>

the Standby Servicer and the Custodian, as the same may be amended or
supplemented in accordance with its terms.

      "Servicing Fee" means the fee payable to the Servicer for services
rendered during the respective Collection Period, determined pursuant to Section
3.8.

      "Servicing Officer" means any person whose name appears on a list of
Servicing Officers delivered to the Custodian and the Administrator, as the same
may be amended from time to time.

      "Servicing Rate" means 1.00% per annum.

      "Simple Interest Receivable" means a Receivable that provides for payments
based on the Simple Interest Method.

      "Simple Interest Method" means the method of allocating a fixed level
payment between principal and interest, pursuant to which the portion of such
payment that is allocated to interest is the product of a fixed rate of interest
multiplied by the unpaid principal balance multiplied by the period of time
(expressed as a fraction of a year) between (a) the date such payment is
received and (b) the date the prior scheduled payment was received, or in the
case of the first payment, the date of the contract or evidencing such
Receivable.

      "Standby Fee" means the compensation payable to the Standby Servicer by
the Servicer pursuant to the Servicing Assumption Agreement.

      "Standby Servicer" means BONY or another financial institution acceptable
to the Administrator, in its capacity as Standby Servicer pursuant to the terms
of the Servicing Assumption Agreement or such Person as shall have been
appointed Standby Servicer pursuant to the terms of this Agreement.

      "State" means any State of the United States of America, or the District
of Columbia.

      "State Street Bank" has the meaning set forth in the preamble.

      "State Street Capital" has the meaning set forth in the preamble.

      "Subsequent Cutoff Date" means, with respect to each sale of Subsequent
Receivables to the Purchaser, the date designated by the Seller(s) as the cutoff
date in the applicable Addition Notice.


                                      -25-
<PAGE>

      "Subsequent Receivables" means additional Receivables to be transferred to
the Purchaser hereunder after the Closing Date.

      "Subsequent Transfer Date" means, with respect to each sale of Subsequent
Receivables to the Purchaser, the date as of which such Subsequent Receivables
are sold to the Purchaser hereunder.

      "Subsidiary" means a corporation of which Oxford and/or its other
Subsidiaries own, directly or indirectly, such number of outstanding shares as
have more than 50% of the ordinary voting power for the election of directors.

      "Swap Rate" for any Loan Tranche means the rate, determined by the
Administrator, (a) in the case of each Loan Tranche other than the Warehouse
Loan Tranche, and in the case of the Warehouse Loan Tranche on and after the
Warehouse Interest Swap Date, as of the Rate Determination Date for such Loan
Tranche, and (b) in the case of the Warehouse Loan Tranche, unless the Warehouse
Interest Swap Date shall have occurred, for each Distribution Period, as of the
Determination Date next preceding the first day of such Distribution Period,
equal to the interpolated offered yield, based on the rates set forth on
Telerate page 19915 (Datasource: Tullett) on the Dow Jones Telerate Service (or
such other page as may replace that page on that service, or such other service
as may be nominated as the information vendor, for the purpose of displaying
quotations of fixed rates for U.S. dollar LIBOR interest rate swaps), for a
LIBOR-based to fixed rate interest rate swap contract with an average life
equivalent to the weighted average life of the Receivables included in such Loan
Tranche, assuming a prepayment speed of 1.5 ABS.

      "Target Purchaser's Tranche Investment" means for any Distribution Date
and with respect to any Loan Tranche, an amount equal to (i) 90% (in the case of
any Loan Tranche purchased before December 31, 1995) and (ii) 89% (in the case
of any Loan Tranche purchased on or after December 31, 1995) of the Loan Tranche
Balance with respect to such Loan Tranche, calculated on the most recent
Determination Date as of the end of the related Collection Period; provided,
however, with respect to the Warehouse Loan Tranche, "Target Purchaser's Tranche
Investment" shall mean for any Distribution Date an amount equal to 88% of the
Loan Tranche Balance with respect to the Warehouse Loan Tranche, after excluding
from such Loan Tranche Balance the aggregate unpaid balance of any Warehoused
Receivables which have been included in the Warehouse Loan Tranche Balance for
more than 120 days, calculated on the most recent Determination Date as of the
end of the related Collection Period.

      "Trust Receipt" has the meaning set forth in Section 2.10.


                                      -26-
<PAGE>

      "UCC" means the Uniform Commercial Code as in effect in the relevant
jurisdiction.

      "Warehouse Cutoff Date" means, with respect to each Warehouse Funding, the
date designated by Centrex Four as the Cutoff Date in the applicable Warehouse
Funding Notice.

      "Warehouse Facility" means the agreement of the Purchaser to make
Warehouse Fundings available to Centrex Four in accordance with Section 2A.1.

      "Warehouse Fee" means the portion of the Program Fee calculated pursuant
to clause (ii) of Section 5.1(a).

      "Warehouse Fee Rate" means the rate agreed upon in writing among Centrex
Four, Oxford, Clipper and the Administrator as the rate used to calculate the
program fee with respect to the Warehouse Facility.

      "Warehouse Funding" means a loan made or to be made by the Purchaser to
Centrex Four pursuant to Section 2A.1.

      "Warehouse Funding Date" means, in relation to any Warehoused Receivable,
the date of the first Warehouse Funding on which such Warehoused Receivable was
included in the Warehouse Loan Tranche.

      "Warehouse Funding Notice" means, with respect to any Warehouse Funding
pursuant to Section 2A.1, a notice, which shall be given not less than five
Business Days prior to the related Warehouse Funding Date, of the Receivables to
be included in the Warehouse Loan Tranche on such Warehouse Funding Date, the
aggregate Principal Balance of such new Warehoused Receivables and the
applicable Warehouse Cutoff Date and requested Warehouse Funding Date with
respect to such Warehouse Funding.

      "Warehouse Funding Maturity Date" has the meaning set forth in Section
2A.4.

      "Warehouse Interest Rate" means, for any Yield Period, for any portion of
the Purchaser's Tranche Investment of the Warehouse Loan Tranche which is funded
by the issuance of Commercial Paper Notes, the Commercial Paper Rate for such
Yield Period, and for any portion of such Purchaser's Tranche Investment which
is funded under the Liquidity Agreement or the Credit Agreement, the Bank Rate
for such Yield Period; provided, however, on and after the Warehouse Interest
Swap Date, the Warehouse Interest Rate shall equal the Swap Rate then in effect
with respect to the Warehouse Loan Tranche.


                                      -27-
<PAGE>

      "Warehouse Interest Swap Date" means the effective date of any interest
rate swap transaction entered into in relation to the Warehouse Loan Tranche
pursuant to Section 2A.11.

      "Warehouse Loan Tranche" has the meaning set forth in Section 2A.2.

      "Warehouse Note" means a promissory note substantially in the form of
Exhibit E hereto, executed or to be executed by Centrex Four in accordance with
Section 2A.5.

      "Warehouse Period" means the period from and including the first date on
which the conditions precedent to the initial Warehouse Funding are met to but
excluding the Purchase Termination Date.

      "Warehouse Swap Rate" means, at any time, a per annum rate equal to (a)
the weighted average APR of all Warehoused Receivables at such time, minus (b)
the rate used to calculate the Program Fee under Section 5.1 with respect to the
Warehouse Loan Tranche, minus (c) the Servicing Rate, minus (d) three and
one-half percent (3.5%).

      "Warehouse Take-Out" has the meaning set forth in Section 2A.9.

      "Warehoused Receivable" has the meaning set forth in Section 2A.2.

      "Yield Period" means, for purposes of calculating interest on the
Purchaser's Tranche Investment of the Warehouse Loan Tranche, (a) each period
(i) commencing on and including (A) in relation to the CP-Funded Portion, the
date of any increase in the CP-Funded Portion, and (B) in relation to any Bank
Funded Portion, the date of any drawing under the Liquidity Agreement or the
Credit Agreement, as applicable, and (ii) ending on, but excluding, the next
following Distribution Date, and (b) each subsequent Distribution Period.

      SECTION 1.2. Usage of Terms. With respect to all terms in this Agreement,
the singular includes the plural and the plural the singular; words importing
any gender include the other genders; references to "writing" include printing,
typing, lithography, and other means of reproducing words in a visible form;
references to agreements and other contractual instruments include all
subsequent amendments thereto or changes therein entered into in accordance with
their respective terms and not prohibited by this Agreement; references to
Persons include their permitted successors and assigns; and the term "including"
means "including without limitation."


                                      -28-
<PAGE>

      SECTION 1.3. Section References. All section references shall be to
Sections in this Agreement unless otherwise indicated.

      SECTION 1.4. Parties. Each reference to any Person in any capacity shall
include any successor or permitted assignee of such Person and any successor to
such Person in such capacity as permitted hereunder and under the Related
Documents.

                                  ARTICLE II

                         Transfers of Purchased Assets

      SECTION 2.1. Purchases of Receivables. (a) Subject to the terms and
conditions set forth herein, including without limitation Article VI, each
Seller agrees to sell, assign and transfer to the Purchaser, and the Purchaser
agrees to purchase from such Seller, on the Closing Date and on each Subsequent
Transfer Date during the Funding Period, the Receivables and related Purchased
Assets to be conveyed as described in Sections 2.2 and 2.5, for the Purchase
Price described in Section 2.1(b). Each such purchase is herein called a
"Purchase".

      (b) In consideration for the Receivables and related Purchased Assets
conveyed by each Seller to the Purchaser on the Closing Date or any Subsequent
Transfer Date, the Purchaser shall pay to such Seller:

            (i) an amount equal to 97% of the aggregate Principal Balance of
      such Receivables (the "Cash Purchase Price"), which shall be payable to
      such Seller in same day funds on the Closing Date or such Subsequent
      Transfer Date, as applicable, provided that a portion of the Cash Purchase
      Price equal to 2% of the aggregate Principal Balance of such Receivables
      shall be deposited in the Cash Collateral Account; plus

            (ii) an amount equal to the sum of (x) the remaining aggregate
      Principal Balance of such Receivables plus (y) the amount of interest
      accrued on such Receivables as of the Closing Date or Subsequent Transfer
      Date, as applicable, plus (z) the amount of interest to accrue on such
      Receivables, to the extent collections thereof are available for
      distribution to such Seller hereunder from time to time (the "Deferred
      Purchase Price"), which shall be payable by the Purchaser without recourse
      solely out of Collections on such Receivables to the extent such
      Collections are available for distribution to such Seller from time to
      time in accordance with Article IV.


                                      -29-
<PAGE>

The Cash Purchase Price and the Deferred Purchase Price together are herein
called the "Purchase Price".

      (c) Each Seller and the Servicer shall use reasonable efforts from time to
time to make a good faith estimate of the aggregate Principal Balance of
Receivables to be sold hereunder during the next sixty days and shall
communicate such estimate to the Administrator not less than monthly.

      (d) Notwithstanding any provision contained in this Agreement to the
contrary, Clipper shall not, and shall not be obligated to, pay any amount to
the Sellers in respect of Deferred Purchase Price of Receivables except to the
extent of amounts available for distribution to the Sellers in respect thereof
under Article IV. Any amount which the Purchaser does not pay pursuant to the
operation of the preceding sentence shall not constitute a claim (as defined in
ss.101 of the Bankruptcy Code) against or corporate obligation of the Purchaser
for any such insufficiency unless and until such amount becomes available for
distribution to the Sellers under Article IV.

      (e) Notwithstanding any else to the contrary herein or any other Related
Document, Centrex Four shall not sell, assign or transfer to the Purchaser any
Receivables or related Purchased Assets, other than in connection with Warehouse
Fundings.

      SECTION 2.2. Conveyance of Receivables. (a) In consideration of the
payment by the Purchaser to Centrex Two of the Cash Purchase Price and the
Purchaser's undertaking to pay the Deferred Purchase Price as provided herein,
Centrex Two does hereby sell, transfer, assign, set over and otherwise convey to
the Purchaser without recourse, except as provided in Sections 2.6, 2.7 and 2.9
(subject to the obligations herein):

            (i) all right, title and interest of Centrex Two in and to the
      Receivables listed in Schedule A to the initial Seller Assignment and all
      monies due or to become due thereon after the Initial Cutoff Date
      (including Scheduled Payments due after the Initial Cutoff Date (including
      principal prepayments relating to such Scheduled Payments) but received by
      Centrex Two or the Originators before the Initial Cutoff Date) and all
      Liquidation Proceeds and Recoveries received with respect to such
      Receivables;

            (ii) all right, title and interest of Centrex Two in and to the
      security interests in the Financed Vehicles granted by Obligors pursuant
      to the Receivables and any other interest of Centrex Two in the Financed
      Vehicles, including, without limitation, the certificates of title with
      respect to Financed Vehicles;


                                      -30-
<PAGE>

            (iii) all right, title and interest of Centrex Two 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;

            (iv) all right, title and interest of Centrex Two in and to the
      Contribution Agreement and any Originator Assignment, including a direct
      right to cause the Originators to purchase Receivables from the Purchaser
      under certain circumstances;

            (v) all right, title and interest of Centrex Two 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;

            (vi) the Receivable File related to each Receivable;

            (vii) all amounts and property from time to time held in or credited
      to the Collection Account, the Payahead Account and the Cash Collateral
      Account (except for the Seller's right to receive distributions from such
      accounts in accordance with this Agreement); and

            (viii) the income and proceeds of any and all of the foregoing.

      (b) Centrex Two shall sell, assign and transfer to the Purchaser and the
Purchaser shall purchase and accept the Initial Receivables and the other
property and rights described in paragraph (a) above only upon the satisfaction
of each of the conditions set forth in Section 6.1 on or prior to the Closing
Date.

      SECTION 2.3. Transfer Intended as Sale; Precautionary Security Interest.
It is intention of the parties hereto that each sale, assignment and transfer of
the Receivables and Purchased Assets under Section 2.2 above and Section 2.5
below constitute a sale for all purposes except as described in Section 2.12 and
that the beneficial interest in and title to the Receivables and Purchased
Assets not be part of the debtor's estate in the event of the filing of a
bankruptcy petition by or against a Seller under any bankruptcy law. In the
event, however, that notwithstanding the intent of the Originators and the
parties hereto, the transfer under this Agreement is held not


                                      -31-
<PAGE>

to be a sale, this Agreement shall constitute a grant of a security interest in
the property described in Section 2.2 above and 2.5 below, for the benefit of
the Purchaser.

      SECTION 2.4. Acceptance by Purchaser. The Purchaser does hereby accept all
consideration conveyed by each Seller pursuant to Sections 2.2 and 2.5, subject
to the terms and provisions of this Agreement.

      Section 2.5. Conveyance of Subsequent Receivables.

      (a) Subject to the conditions set forth in Section 6.2, each Seller,
pursuant to the mutually agreed upon terms contained herein and pursuant to one
or more subsequent Seller Assignments, shall, in consideration of the payment by
the Purchaser to the Sellers the Cash Purchase Price and the Purchaser's
undertaking to pay the Deferred Purchase Price (as provided herein), sell,
transfer, assign, set over and otherwise convey to the Purchaser, (before
December 1, 1996 in the case of Centrex Two and on or after December 1, 1996 in
the case of Centrex Four) without recourse, except as provided in Sections 2.6,
2.7 and 2.9 (subject to the obligations herein):

            (i) all right, title and interest of such Seller in and to the
      Subsequent Receivables listed in Schedule A to such subsequent Seller
      Assignment and all monies due or to become due thereon after the
      Subsequent Cutoff Date (including Scheduled Payments due after the
      Subsequent Cutoff Date (including principal prepayments relating to such
      Scheduled Payments) but received by such Seller or the Originators before
      the Subsequent Cutoff Date) and all Liquidation Proceeds and Recoveries
      received with respect to such Subsequent Receivables;

            (ii) all right, title and interest of such Seller in and to the
      security interests in the Financed Vehicles granted by Obligors pursuant
      to the Subsequent Receivables and any other interest of such Seller in the
      Financed Vehicles, including, without limitation, the certificates of
      title with respect to Financed Vehicles;

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

            (iv) all right, title and interest of such Seller in and to the
      Contribution Agreement (in the case of Centrex Two) and the First Tier
      Loan Purchase Agreement (in the case


                                      -32-
<PAGE>

      of Centrex Four) and any Originator Assignment, including a direct right
      to cause the Originators to purchase Subsequent Receivables from the
      Purchaser under certain circumstances;

             (v) all right, title and interest of such Seller 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;

            (vi) the Receivable File related to each Subsequent Receivable;

            (vii) all amounts and property from time to time held in or credited
      to the Collection Account, the Payahead Account and the Cash Collateral
      Account (except for such Seller's right to secure distributions from such
      accounts in accordance with this Agreement); and

            (viii) the income and proceeds of any and all of the foregoing.

      (b) Each Seller shall sell, assign and transfer to the Purchaser and the
Purchaser shall purchase and accept the Subsequent Receivables and the other
property and rights related thereto described in paragraph (a) above only upon
the satisfaction of each of the conditions set forth in Section 6.2 on or prior
to the related Subsequent Transfer Date.

      SECTION 2.6. Representations and Warranties of Sellers. Each Seller makes
the following representations and warranties as to the Receivables sold by it to
the Purchaser and to the Administrator, on which the Purchaser relies in paying
the Cash Purchase Price and accepting the Receivables and related Purchased
Assets transferred to it hereunder and in making Warehouse Fundings hereunder
and the Administrator relies in causing such actions to be taken on behalf of
the Purchaser. Such representations and warranties speak as of the Closing Date
(with respect to the Initial Receivables) and as of the Subsequent Transfer Date
(with respect to Subsequent Receivables), but shall survive the sale, transfer,
and assignment of the Receivables or, as applicable, the grant of a security
interest in the Receivables to the Purchaser.

            (i) Characteristics of Receivables. Each Receivable (1) has been
      originated in the United States of America by an Originator or a Dealer
      for the retail sale of a Financed Vehicle in the ordinary course of such
      Originator's or


                                      -33-
<PAGE>

      Dealer's business, (2) is evidenced by a retail installment sales contract
      which has been fully and properly executed by the parties thereto, and has
      been purchased or otherwise originated by each Originator in connection
      with the sale of Financed Vehicles by such Originator or the Dealer, (3)
      has created a valid, perfected, subsisting, and enforceable first priority
      security interest in favor of the Originator (as original lien holder or
      assignee) with respect to such Receivable in the Financed Vehicle, which
      security interest has been assigned by such Originator to such Seller,
      which in turn has assigned such security interest to the Purchaser, (4)
      contains customary and enforceable provisions such that the rights and
      remedies of the holder or assignee thereof shall be adequate for
      realization against the collateral of the benefits of the security, (5)
      provides for level monthly payments (except for the last payment, which
      may be different from the level payment) which fully amortize the Amount
      Financed over the original term and yield interest at the Annual
      Percentage Rate, (6) is denominated and payable only in Dollars in the
      United States of America, and (7) provides for, in the event that such
      contract is prepaid, a prepayment that fully pays the Principal Balance
      and (x) in the case of an Actuarial Receivable, to the extent permitted by
      applicable law, includes a full month's interest, in the month of
      prepayment, at the Annual Percentage Rate and (y) in the case of a Simple
      Interest Receivable, or in the case of an Actuarial Receivable to the
      extent applicable law does not permit collection of a full month's
      interest, includes interest accrued to the date of prepayment at the
      Annual Percentage Rate.

            (ii) Schedule of Receivables. The information with respect to the
      Receivables set forth in the Schedule of Receivables is true and correct
      in all material respects as of the close of business on each applicable
      Cutoff Date, and the Receivables satisfy the eligibility criteria
      specified herein and in the Contribution Agreement (in the case of
      Receivables sold hereunder by Centrex Two) and the First Tier Loan
      Purchase Agreement (in the case of Receivables sold hereunder by Centrex
      Four).

            (iii) Compliance with Law. Each Receivable, the sale of the Financed
      Vehicle and the sale of any physical damage, credit life and credit
      accident and health insurance and any extended service contracts complies
      with all requirements of applicable Federal, State, and local laws, and
      regulations thereunder including, without limitation, usury laws, the
      Federal Truth-in-Lending Act, the Equal Credit Opportunity Act, the Fair
      Credit Reporting Act, the Fair Debt Collection Practices Act, the Federal
      Trade Commission Act, the


                                      -34-
<PAGE>

      Magnuson-Moss Warranty Act, the Federal Reserve Board's Regulations B and
      Z, the Soldiers' and Sailors' Civil Relief Act of 1940, State adaptations
      of the National Consumer Act and of the Uniform Consumer Credit Code, and
      other consumer credit laws and equal credit opportunity and disclosure
      laws and, to the best of such Seller's knowledge, no party to the contract
      evidencing such Receivable is in violation of any such law, rule or
      regulation in any material respect if such violation would impair the
      collectibility of such Receivable.

            (iv) Binding Obligation. Each Receivable represents the genuine,
      legal, valid and binding payment obligation in writing of the Obligor,
      enforceable by the holder or assignee thereof in accordance with its
      terms, except as such enforceability may be limited by bankruptcy,
      insolvency, reorganization, moratorium, or other similar laws affecting
      the enforceability of creditors' rights generally, and general equitable
      principles. To the best of such Seller's knowledge, all parties to the
      contract evidencing such Receivable had full legal capacity to execute and
      deliver such contract and all other documents related thereto and to grant
      the security interest purported to be granted thereby.

            (v) No Government Obligor. None of the Receivables are 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.

            (vi) Security Interest in Financed Vehicle. Immediately prior to the
      sale, assignment, and transfer thereof or, as applicable, the grant of a
      security interest therein under this Agreement, (i) each Receivable shall
      be secured by a validly perfected first security interest in the Financed
      Vehicle in favor of the applicable Originator (as original lien holder or
      assignee) 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 applicable
      Originator (as original lien holder or assignee), 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 Permitted Vehicle Liens
      which may arise after the Closing Date or the Subsequent Transfer Date, as
      applicable).

            (vii) Receivables in Force. No Receivable has been satisfied,
      subordinated or rescinded, nor has any Financed


                                      -35-
<PAGE>

      Vehicle been released from the lien granted by the related Receivable in
      whole or in part.

            (viii) No Waiver. No provision of a Receivable has been waived.

            (ix) No Amendments. No Receivable has been amended.

            (x) No Defenses. As of the Closing Date, the Subsequent Transfer
      Date or the relevant Warehouse Funding Date, as applicable, no right of
      rescission, setoff, counterclaim or defense exists or has been asserted or
      threatened with respect to any Receivable. The operation of the terms of
      any Receivable or the exercise of any right thereunder will not render
      such Receivable unenforceable in whole or in part or subject to any such
      right of rescission, setoff, counterclaim, or defense.

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

            (xii) No Default; Repossession. Except for payment delinquencies
      continuing for a period of not more than thirty days as of the applicable
      Cutoff Date, (A) no default, breach, violation or event permitting
      acceleration under the terms of any Receivable has occurred, and (B) no
      continuing condition that with notice or the lapse of time would
      constitute a default, breach, violation or event permitting acceleration
      under the terms of any Receivable has arisen; and such Seller shall not
      waive and has not waived any of the foregoing; and no Financed Vehicle
      shall have been repossessed as of the applicable Cutoff Date.

            (xiii) Insurance; Other. The Servicer, in accordance with its
      customary procedures, has confirmed that (A) each Obligor has obtained
      insurance covering the Financed Vehicle as of the Closing Date 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 is covered by a vendors single interest policy acceptable
      to the Administrator on which the Administrator on behalf of the Purchaser
      is named as an additional insured, (C) each Receivable that finances the
      cost of premiums for credit life and credit accident and health insurance
      is covered by


                                      -36-
<PAGE>

      an insurance policy or certificate of insurance naming the applicable
      Dealer as policyholder (creditor) under each such insurance policy and
      certificate of insurance and (D) 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.

            (xiv) Title. Each sale, assignment and transfer of Receivables and
      related Purchased Assets and each pledge of and grant of a security
      interest in Receivables and related Purchased Assets pursuant to this
      Agreement constitutes a valid transfer to the Purchaser of all such
      Seller's right, title and interest in and to such Receivables and
      Purchased Assets, free and clear of all Liens, and constitutes either (A)
      except in the case of Warehoused Receivables and related Purchased Assets,
      an absolute transfer of ownership of such property to the Purchaser and,
      as such, the grant of a first priority perfected security interest in such
      Receivables to the Purchaser as a buyer of chattel paper, or (B) in the
      case of Warehoused Receivables and related Purchased Assets, and in the
      case of any other Receivables and related Purchased Assets if such sale,
      assignment and transfer is held not to constitute a sale, the grant of a
      first priority perfected security interest in such property to secure
      payment of all amounts payable or distributable to the Clipper Parties
      hereunder. No Receivable has been sold, transferred, assigned, or pledged
      by such Seller to any Person other than the Purchaser. Each Receivable has
      been contributed or sold by the relevant Originator to Centrex Two
      pursuant to the Contribution Agreement or to Centrex Four pursuant to the
      First Tier Loan Purchase Agreement. Immediately prior to the sale,
      assignment and transfer or the pledge and grant of a security interest
      herein contemplated, such Seller had good and marketable title to each
      Receivable, and was the sole owner thereof, free and clear of all Liens,
      claims, encumbrances, security interests, and rights of others and,
      immediately upon such sale, assignment and transfer or such pledge and
      grant of a security interest, as applicable, in the case of each Initial
      Receivable and each Subsequent Receivable, the Purchaser shall have good
      and marketable title to each such Receivable, and will be the sole owner
      thereof, and in the case of each Warehoused Receivable, the Purchaser
      shall have a valid security interest in such Receivable, in each case free
      and clear of all Liens, encumbrances, security interests and rights of
      others, and such sale, assignment and transfer or such pledge and grant of
      a security interest has been perfected under the UCC.


                                      -37-
<PAGE>

            (xv) Lawful Assignment. No Receivable has been originated in, or is
      subject to the laws of, any jurisdiction under which the sale, transfer
      and assignment of such Receivable or, as applicable, the pledge and grant
      of a security interest in such Receivable under this Agreement or in
      accordance with Article XIII hereof, or in the case of any Warehouse
      Receivable, any Warehouse TakeOut, shall be unlawful, void, or voidable.
      Such Seller has not entered into any agreement with any account debtor
      that prohibits, restricts or conditions the assignment of any portion of
      the Receivables.

            (xvi) All Filings Made. All filings (including, without limitation,
      UCC filings) necessary in any jurisdiction to perfect the Purchaser's
      interest in the Receivables have been presented for filing to the
      appropriate filing office.

            (xvii) Receivable File; One Original. Oxford has delivered to the
      Receivable Bailee a complete Receivable File with respect to each
      Receivable. There is only one manually executed original of each
      Receivable.

            (xviii) Chattel Paper. Each Receivable constitutes "chattel paper"
      under the UCC.

            (xix) APR. (1) The APR of each Receivable is not less than the sum
      of (a) the Swap Rate for the relevant Loan Tranche, plus (b) the rate used
      to calculate the Program Fee under Section 5.1 with respect to the
      relevant Loan Tranche, plus (c) the Servicing Rate; and (2) the weighted
      average APR of such Receivable and the other Receivables included in the
      same Loan Tranche exceeds the sum referred to in subclause (1) above by
      not less than three and one-half percent (3.5%).

            (xx) Tax Liens. As of the applicable Cutoff Date, there is no Lien
      against the related Financed Vehicle for delinquent taxes.

            (xxi) Characteristics of Obligors. As of the applicable Cutoff Date,
      no Obligor on any Receivable was noted in the related records of the
      Servicer or the applicable Dealer as (a) being currently delinquent on any
      mortgage, auto loan or other installment debt as of the date of the
      origination of the Contract by the applicable Dealer or Originator, as the
      case may be, or (b) having been the subject of any bankruptcy or
      insolvency proceeding within two years prior to the applicable Cutoff
      Date. In addition, as of the applicable Cutoff Date, no Obligor on any
      Receivable was noted in the related records of the Servicer as being
      currently the subject of a bankruptcy proceeding. Each


                                      -38-
<PAGE>

      Obligor is a resident of the United States of America and is not an
      Affiliate of any of the parties hereto.

            (xxii) Maturity. Each Receivable has a final scheduled payment date
      which is not later than 84 months after the Closing Date (in the case of
      Initial Receivables) or the relevant Subsequent Transfer Date (in the case
      of Subsequent Receivables) or the relevant Warehouse Funding Date (in the
      case of Warehoused Receivables).

            (xxiii) Principal Balance. Each Receivable has an outstanding
      principal balance as of the applicable Cutoff Date of not more than
      $50,000.

            (xxiv) Origination of Receivables. The Obligor of each Receivable
      has been approved by the Originator based on the Credit Policy, and such
      Receivable satisfies all applicable requirements of the Credit Policy,
      with such occasional exceptions as may be customary in the industry and in
      the ordinary course in the Originator's business.

            (xxv) Transfer of Payments. The Servicer will be responsible for
      identifying payments received from the Obligors and transferring collected
      funds from those payments to the Collection Account within two Business
      Days of receipt of such collected funds, subject to Section 4.2(c).

            (xxvi) Location of Receivable Files. A complete Receivable File with
      respect to each Receivable has been or prior to the Closing Date will be
      delivered to the Receivable Bailee at the Servicer's Office or the
      Custodian's Office, as applicable.

            (xxvii) Concentration Limits. After giving effect to the transfer of
      such Receivables to the Purchaser, the aggregate Principal Balance of all
      Receivables included in the Purchased Assets (other than Repurchased
      Receivables and Defaulted Receivables) (A) owed by Obligors resident in
      any one state would not exceed 40% of the Pool Balance, (B) classified as
      "Tier 4" or "Tier 5" in accordance with the Credit Policy would not exceed
      15% of the Pool Balance, (C) arising from sales of Financed Vehicles
      previously leased by an Originator would not exceed 20% of the Pool
      Balance, (D) having a final scheduled payment date later than 66 months
      after the Closing Date or Subsequent Transfer Date, as applicable, would
      not exceed 45% of the Pool Balance, or (E) owed by Obligors under the
      Originators' balloon note financing program would not exceed 25% of the
      Pool Balance.


                                      -39-
<PAGE>

      SECTION 2.7. Repurchase Upon Breach. Each Seller, the Servicer, the
Administrator or the Custodian, as the case may be, shall inform the other
parties to this Agreement promptly, in writing, upon the discovery of any
material breach of such Seller's (or the other Seller's) representations and
warranties made pursuant to Section 2.6 (without regard to any limitation
therein as to such Seller's knowledge). Unless the breach shall have been cured
by the last day of the first Collection Period commencing after the discovery
thereof by the Custodian or the Administrator or receipt by the Custodian and
the Administrator of notice from a Seller or the Servicer of such breach, the
applicable Seller shall cause the applicable Originator to purchase any
Receivable materially and adversely affected by the breach as of the last day of
such first Collection Period pursuant to the Contribution Agreement or the First
Tier Loan Purchase Agreement, as applicable. In consideration of the purchase of
the Receivable, the applicable Seller shall cause the applicable Originator to
remit the Repurchase Amount, in the manner specified in Section 4.5. The sole
remedy of the Custodian, the Purchaser or the Administrator with respect to a
breach of representations and warranties pursuant to Section 2.6 shall be to
enforce the applicable Originator's obligation to purchase such Receivables
pursuant to the Contribution Agreement or the First Tier Loan Purchase
Agreement, as the case may be; provided, however, that the applicable Seller
shall cause each Originator to indemnify the Custodian, the Administrator and
the Purchaser against all reasonable costs, reasonable expenses, losses,
damages, claims and liabilities, including reasonable fees and expenses of
counsel, which may be asserted against or incurred by any of them as a result of
third party claims arising out of the events or facts giving rise to such breach
by such Originator. Upon receipt of the Repurchase Amount and written
instructions from the Servicer, the Purchaser (or the Administrator on its
behalf) shall direct the Receivable Bailee to and the Receivable Bailee upon
receipt of such direction shall release to the applicable Originator or its
designee the related Receivables File, and the Purchaser (or the Administrator
on its behalf) shall execute and deliver all reasonable instruments of transfer
or assignment, without recourse (except for a representation and warranty by the
Purchaser that upon such transfer or assignment such Receivable is free of any
Lien created by the Purchaser), as are prepared by the applicable Seller and
delivered to the Administrator and necessary to vest in the applicable
Originator or such designee title to the Receivable and related collateral.

      SECTION 2.8. Delivery of Receivable Files; Appointment of Receivable
Bailee. (a) On or prior to the Closing Date or the relevant Subsequent Transfer
Date or Warehouse Funding Date, as appropriate, each Seller shall transfer and
deliver to the Receivable Bailee at the Servicer's Office or the Custodian's


                                      -40-
<PAGE>

Office, as applicable, with respect to each Receivable sold by such Seller
hereunder, the following:

            (i) The only manually executed original of the Receivable.

            (ii) The original credit application executed by the Obligor.

            (iii) The original certificate of title or such other documents that
      Oxford shall keep on file, in accordance with its customary procedures,
      evidencing the security interest or application therefor of the applicable
      Originator in the Financed Vehicle.

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

            (b) The Purchaser and the Administrator, as agent for the Purchaser,
      each hereby appoints the Receivable Bailee as agent, bailee and custodian
      for the Purchaser for the purpose of accepting, holding and delivering
      Receivables Files for and on behalf of the Purchaser pursuant to this
      Agreement. The Receivable Bailee hereby accepts such appointment.

      SECTION 2.9. Acceptance and Custody of Receivable Files. (a) The
Receivable Bailee acknowledges receipt for the benefit of the Purchaser and the
Administrator of files which the applicable Seller or the applicable Originator
has represented are the Receivable Files. The Receivable Bailee declares that it
holds and will continue to hold such files and any amendments, replacements or
supplements thereto and all other Purchased Assets in trust for the use and
benefit of the Purchaser. The Receivable Bailee agrees to review each file
delivered to it no later than 45 days after the Closing Date on the relevant
Subsequent Transfer Date, as applicable, to ascertain whether it has received a
file for each Receivable identified in Schedule A to the relevant Seller
Assignment AND, EXCEPT TO THE EXTENT THAT THE RECEIVABLE BAILEE HAS INFORMED
OXFORD AND THE ADMINISTRATOR WITHIN SUCH 45-DAY PERIOD THE RECEIVABLE BAILEE
SHALL BE DEEMED TO HAVE CERTIFIED FOR THE BENEFIT OF THE PURCHASER AND THE
ADMINISTRATOR THAT IT HAS RECEIVED EACH OF THE DOCUMENTS LISTED IN SECTION
2.8(i), (ii) AND (iii) WITH RESPECT TO EACH RECEIVABLE IDENTIFIED IN SUCH
SCHEDULE A. If the Receivable Bailee has found or finds that a file for a
Receivable has not been received, or that a file is unrelated to the Receivables
identified in Schedule A to the relevant Seller Assignment or that any of the
documents referred to in Section 2.8(i), (ii) or


                                      -41-
<PAGE>

(iii) are not contained in a Receivable File, the Receivable Bailee shall inform
Oxford and the other parties to this Agreement promptly, in writing, of the
failure to receive a file with respect to such Receivable (or of the failure of
any of the aforementioned documents to be included in the Receivable File) or
shall return to Oxford as the applicable Seller's designee any file unrelated to
a Receivable identified in Schedule A to the relevant Assignment (it being
understood that the Receivable Bailee's obligation to review the contents of any
Receivable File shall be limited as set forth in the preceding sentence). Unless
a file with respect to such Receivable shall have been cured by the last day of
the first Collection Period commencing after discovery thereof by the Receivable
Bailee, the applicable Seller shall cause the applicable Originator to purchase
any such Receivable as of such last day. In consideration of the purchase of the
Receivable, the applicable Seller shall cause the applicable Originator to remit
the Repurchase Amount, in the manner specified in Section 4.5. The sole remedy
of the Receivable Bailee, the Administrator, or the Purchaser with respect to a
breach pursuant to this Section 2.9 shall be to require the applicable
Originator to purchase the Receivables pursuant to this Section 2.9. Upon
receipt of the Repurchase Amount and written instructions from the Servicer, the
Purchaser (or the Administrator on its behalf) shall direct the Receivable
Bailee to and the Receivable Bailee upon receipt of such direction shall release
to the applicable Originator or its designee the related Receivables File and
the Purchaser (or the Administrator on its behalf) shall execute and deliver all
reasonable instruments of transfer or assignment, without recourse (except for a
representation and warranty by the Purchaser that upon such transfer or
assignment such Receivable is free of any Lien created by the Purchaser), as are
prepared by the applicable Originator and delivered to the Administrator and are
necessary to vest in the applicable Originator or such designee title to the
Receivable and the related collateral.

      (b) The Receivable Bailee shall keep all Receivables Files delivered
hereunder in locked, fireproof cabinets, in which no other documents belonging
to the Servicer, the Sellers, the Originator or any other Person shall be
deposited or kept, which cabinets shall each bear a conspicuous legend, in form
satisfactory to the Administrator, to the effect that the contents thereof have
been sold and assigned to the Purchaser pursuant to this Agreement. Promptly
upon receipt of each Receivable File from the applicable Seller or the
applicable Originator, the Receivable Bailee shall cause the executed original
of each Receivable, the original credit application and all other documents
included in the Receivable File (other than certificates of title and
applications therefor) to be marked with a conspicuous legend, in form
satisfactory to the


                                      -42-
<PAGE>

Administrator, to the effect that such Receivable and all related documents have
been sold and assigned to the Purchaser hereunder.

      (c) Upon the occurrence and during the continuance of any Event of
Default, the Administrator upon behalf of the Purchaser may direct the Servicer
(and each Seller and each Originator then or thereafter in possession of any
Receivable Files) to deliver all Receivables Files to the Custodian. Upon the
substitution of the Standby Servicer or any other Person as Servicer in place of
Oxford pursuant to Article X, such direction shall be deemed to have been given
automatically without any further action by the Administrator or any other
Person. Upon and to the extent that the Servicer shall have delivered the
Receivables Files to the Custodian pursuant to this paragraph (c), the
appointment of the Servicer as Receivable Bailee shall be terminated and the
Custodian shall thereafter be the Receivable Bailee for purposes hereof, without
any further action by any Person.

      SECTION 2.10. Access to Receivable Files. The Receivable Bailee shall
permit the Servicer and the Administrator access to the Receivable Files at all
reasonable times during the Receivable Bailee's normal business hours. The
Receivable Bailee shall, at the request of the Servicer or the Administrator,
execute such documents and instruments as are prepared by the Servicer or the
Administrator and delivered to the Receivable Bailee, as the Servicer or the
Administrator deems necessary to permit the Servicer, in accordance with its
customary servicing procedures, to enforce the Receivable on behalf of the
Purchaser and any related insurance policies covering the Obligor, the
Receivable or Financed Vehicle so long as such execution in the Receivable
Bailee's sole discretion does not conflict with this Agreement and will not
cause it undue risk or liability. The Receivable Bailee shall not release any
document from any Receivable File unless it receives a trust receipt signed by a
Servicing Officer in the form of Exhibit D-1 hereto (the "Trust Receipt"). Such
Trust Receipt shall obligate the Servicer to return such document(s) to the
Receivable Bailee when the need therefor no longer exists unless the Receivable
shall be liquidated, in which case, upon receipt of a certificate of a Servicing
Officer substantially in the form of Exhibit D-2 hereto to the effect that all
amounts required to be deposited in the Collection Account with respect to such
Receivable have been so deposited, the Trust Receipt shall be released by the
Receivable Bailee to the Servicer.

      SECTION 2.11. Purchase Termination Date. The Purchaser's commitment to
purchase Receivables hereunder and to make Warehouse Fundings hereunder shall
terminate upon the earliest to occur of the following (the "Purchase Termination
Date"):


                                      -43-
<PAGE>

            (a) March 31, 1998; provided, however, that if on any Determination
      Date the difference between the Swap Rate and the interpolated yield on a
      U.S. Treasury note with an average life equivalent to the average life of
      the Receivables included in such Loan Tranche (as determined by the
      Administrator on such Determination Date) exceeds 0.65% per annum then
      such scheduled termination date shall be extended by one month to the last
      day of the next following month, provided, further, the total number of
      such one-month extensions shall not exceed twelve.

            (b) a date upon which an Event of Default has occurred and is
      continuing and (i) the Administrator declares a Purchase Termination Date
      in a notice to the Sellers in accordance with the terms of Section 10, or
      (ii) becomes a Purchase Termination Date automatically in accordance with
      the terms of Section 10;

            (c) the date of termination (whether by scheduled expiration,
      termination on default or otherwise) of either the Liquidity Banks'
      commitments under the Liquidity Agreement or the Credit Bank's commitment
      under the Credit Agreement;

            (d) the Purchaser fails to obtain a Liquidity Agreement in
      substitution for the then existing Liquidity Agreement on or before 30
      days prior to the expiration of the commitments of the Liquidity Banks
      thereunder or early termination of the Liquidity Agreement due to a
      default by the Purchaser or a change in applicable law;

            (e) (i) a Downgrading Event with respect to a Liquidity Bank shall
      have occurred and been continuing for not less than 45 days, (ii) the
      Downgraded Liquidity Bank shall not have been replaced by a Qualifying
      Liquidity Bank pursuant to a Liquidity Agreement in form and substance
      acceptable to Purchaser and the Administrator, and (iii) the commitment of
      such Downgraded Liquidity Bank under the Liquidity Agreement shall not
      have been funded or collateralized in such a manner that such Downgrading
      Event will not result in a reduction or withdrawal of the credit rating
      applied to the Commercial Paper Notes by any of the rating agencies then
      rating the Commercial Paper Notes; and

            (f) the Purchaser shall become an "investment company" within the
      meaning of the Investment Company Act of 1940, as amended.

      In the event a Purchase Termination Date is caused by the occurrence of an
event described in any of clauses (c) through


                                      -44-
<PAGE>

(f) above, the volume guarantees set forth in the Fee Letter shall cease to
apply.

      SECTION 2.12. Tax Treatment. It is the intent of the Purchaser and each
Seller that, for federal, state and local income and franchise tax purposes
only, the Purchaser's interest in the Purchased Assets will be treated as
indebtedness of such Seller secured by the Purchased Assets. Each of each Seller
and the Purchaser, by entering into this Agreement, agrees to treat the
Purchaser's interest in the Purchased Assets for federal, state and local income
and franchise tax purposes as indebtedness of such Seller.

      SECTION 2.13. Purchaser's Certificate. On or as soon as practicable after
each Distribution Date on which Receivables shall be assigned to the Originators
or the Servicer, as applicable, pursuant to this Agreement, based on amounts
deposited to the Collection Account, notices received pursuant to this Agreement
and the information contained in the Servicer's Certificate for the related
Collection Period, identifying the Receivables purchased by the Originators
pursuant to Section 2.7 or 2.9 or purchased by the Servicer pursuant to Section
3.7, the Purchaser (or the Administrator on its behalf) and, in the case of a
Warehoused Receivable, Centrex Four, shall execute a Purchaser's Certificate (in
the form of Exhibit B-1 or B-2, as applicable, with such changes as may be
appropriate in the case of a Warehoused Receivable), and shall deliver such
Purchaser's Certificate, accompanied by a copy of the Servicer's Certificate for
such Collection Period, to the applicable Originator or the Servicer, as the
case may be, with a copy to the Custodian. The Purchaser's Certificate submitted
with respect to such Distribution Date shall operate, as of such Distribution
Date, as an assignment, without recourse, representation or warranty (except for
a representation and warranty by the Purchaser that upon such assignment such
Repurchased Receivable is free of any Lien created by the Purchaser), to the
applicable Originator or the Servicer, as the case may be, of all the
Purchaser's right, title, and interest in and to such Repurchased Receivable,
and all security and documents relating thereto, such assignment being an
assignment outright and not for security.

                                  ARTICLE IIA

                              Warehouse Facility

      SECTION 2A.1 Warehouse Fundings. (a) Subject to the terms and conditions
set forth herein, including without limitation Article VI, the Purchaser agrees,
from time to time on any Business Day during the Warehouse Period, to make loans
to Centrex Four, in amounts as provided in subsection (b), which


                                      -45-
<PAGE>

loans, together with interest and Warehouse Fee thereon and all other
Obligations hereunder, shall be secured by Warehoused Receivables and related
Purchased Assets and other Collateral in accordance with Section 2A.6. Each such
loan is herein called a "Warehouse Funding".

      (b) The principal amount of each Warehouse Funding shall be an amount
equal to the least of:

            (i) the amount requested by Centrex Four in the relevant Warehouse
      Funding Notice;

            (ii) 88% of the aggregate Principal Balance of the Receivables to be
      included in the Warehouse Loan Tranche in connection with such Warehouse
      Funding; and

            (iii) the excess of $50,000,000 over the Purchaser's Tranche
      Investment of the Warehouse Loan Tranche (before giving effect to such
      Warehouse Funding);

provided, however, no Warehouse Funding shall be made if the initial principal
amount thereof would be less than $5,000,000.

      SECTION 2A.2 Warehoused Receivables. Warehouse Fundings shall be used by
Centrex Four to fund the acquisition of, and the assumption and payment (in
whole or part) by Centrex Four of indebtedness relating to, Receivables sold by
the Originators to Centrex Four from time to time pursuant to the First Tier
Loan Purchase Agreement but not sold to the Purchaser as Initial Receivables or
Subsequent Receivables hereunder simultaneously with the acquisition thereof by
Centrex Four. Each such Receivable is herein called a "Warehoused Receivable",
and all the Warehoused Receivables at any time, taken together, are herein
called the "Warehouse Loan Tranche". Together with each Warehouse Funding
Notice, the Servicer or Centrex Four shall deliver to the Administrator a
Schedule of Receivables identifying all Receivables to be included in the
Warehouse Loan Tranche in connection with the related Warehouse Funding.

      SECTION 2A.3 Interest. Centrex Four shall pay interest on the outstanding
principal amount of all Warehouse Fundings at a rate per annum equal to the
Warehouse Interest Rate, calculated on the basis of a year of 360 days for the
actual number of days elapsed, except that from and after the first Distribution
Date following the Warehouse Interest Swap Date, such interest shall be
calculated for each Distribution Period on the basis of a year of twelve 30-day
months. Such interest shall be payable on each Distribution Date, for the
Distribution Period then ending, and on the Purchase Termination Date and each
other date when the principal amount of any Warehouse Funding is payable under
Section 2A.4, in each case, out of Collections distributed on


                                      -46-
<PAGE>

such date under Section 4.6 to the extent available and otherwise out of other
funds of Centrex Four.

      SECTION 2A.4 Repayments of Warehouse Fundings. (a) Each Warehouse Funding
shall mature and become due and payable in full on the date 120 days after the
related Warehouse Funding Date (unless such date is not a Business Day, in which
case, the preceding Business Day) (the "Warehouse Funding Maturity Date").
Centrex Four shall repay each Warehouse Funding on the related Warehouse Funding
Maturity Date, together with interest thereon accrued to such Warehouse Funding
Maturity Date and all other amounts in respect thereof.

      (b) Centrex Four shall otherwise repay Warehouse Fundings, without
duplication, as follows:

            (i) on the date of any distribution of Collections allocated to
      reduction of the Purchaser's Tranche Investment of the Warehouse Loan
      Tranche in accordance with Section 4.6, in the amount of such
      distribution;

            (ii) (A) on the date of any Warehouse Take-Out, the Warehouse
      Fundings (or portion thereof) subject to such Warehouse Take-Out, together
      with interest thereon accrued to such date and all other amounts in
      respect thereof and (B) on any Business Day after the date the
      Administrator notifies Centrex Four that the Administrator has determined
      (in its sole discretion) that (x) the rate that would be necessary to
      induce a swap counterparty to enter into a Required Warehouse Swap with
      the Purchaser exceeds the Warehouse Swap Rate or (y) the Commercial Paper
      Rate exceeds the Warehouse Swap Rate, in an amount equal to the
      outstanding principal amount of all Warehouse Fundings on such date,
      together with interest thereon accrued to the date of payment and all
      other amounts in respect thereof; and

            (iii) on the Purchase Termination Date, in an amount equal to the
      outstanding principal amount of all Warehouse Fundings, together with
      interest thereon accrued to the date of payment and all other amounts in
      respect thereof.

      (c) Centrex Four may prepay any Warehouse Fundings on any Distribution
Date, together with interest thereon accrued to the date of prepayment and all
other amounts in respect thereof, upon not less than five (5) Business Days'
prior written notice to the Administrator, which notice shall be irrevocable.

      SECTION 2A.5 Warehouse Note. Centrex Four's obligations to pay the
principal amount of and interest on the Warehouse


                                      -47-
<PAGE>

Fundings shall be evidenced by the Warehouse Note payable to the order of the
Purchaser. Centrex Four hereby irrevocably authorizes the Administrator to make
(or cause to be made) appropriate notations on the grid attached to the
Warehouse Note (or on a continuation of such grid attached to the Warehouse Note
and made a part thereof), or (at the Administrator's option) in the records of
the Administrator, which notations shall evidence, inter alia, the date and the
original principal amount of each Warehouse Funding, the amount of each payment
made on account of such principal amount and the principal amount of each such
Warehouse Funding remaining outstanding. The notations on such grid (and on each
such continuation) or in such records, as the case may be, indicating the
outstanding principal amount of the Warehouse Fundings shall, in the absence of
manifest error, be conclusive evidence of the outstanding principal amount
thereof, but the failure to record any such amount on such grid (or on such
continuation) or in such records shall not limit or otherwise affect the
obligations of Centrex Four hereunder or under the Warehouse Note to make
payment of the principal amount of or interest on the Warehouse Fundings in
accordance herewith or to take any other action with respect thereto in
accordance with this Agreement.

      SECTION 2A.6 Grant of Security Interest. (a) In consideration of the
Purchaser's agreement to provide the Warehouse Facility and its making of the
Warehouse Loans hereunder, and as collateral security for the prompt and
complete payment when due of the principal of and interest on the Warehouse
Loans, the Warehouse Fee and all other Obligations from time to time
outstanding, Centrex Four does hereby pledge, assign, transfer, set over and
otherwise convey to the Purchaser, and hereby grants to the Purchaser a security
interest in, all of the following types or items of property, whether existing
at the time of any Warehouse Funding or thereafter arising or acquired (the
"Collateral"):

            (i) all right, title and interest of Centrex Four in and to the
      Warehoused Receivables and all monies due or to become due thereon after
      the relevant Warehouse Cutoff Date (including Scheduled Payments due after
      the Warehouse Cutoff Date (including principal prepayments relating to
      such Scheduled Payments) but received by Centrex Four or the Originators
      before the Warehouse Cutoff Date) and all Liquidation Proceeds and
      Recoveries received with respect to such Warehoused Receivables;

            (ii) all right, title and interest of Centrex Four in and to the
      security interests in the Financed Vehicles granted by Obligors pursuant
      to the Warehoused Receivables and any other interest of Centrex Four in
      such Financed


                                      -48-
<PAGE>

      Vehicles, including, without limitation, the certificates of title with
      respect to such Financed Vehicles;

            (iii) all right, title and interest of Centrex Four 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 such Financed Vehicles or
      the related Obligors;

            (iv) all right, title and interest of Centrex Four in and to the
      First Tier Loan Purchase Agreement and any Originator Assignment covering
      Warehoused Receivables, including a direct right to cause the Originators
      to purchase Warehoused Receivables from the Purchaser under certain
      circumstances;

            (v) all right, title and interest of Centrex Four in and to refunds
      for the costs of extended service contracts with respect to such 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;

            (vi) the Receivable File related to each Warehoused Receivable;

            (vii) all amounts and property from time to time held in or credited
      to the Collection Account and the Payahead Account and attributable to the
      Warehoused Receivables (except for Centrex Four's right to receive
      distributions from such accounts in accordance with this Agreement);

            (viii) all other personal property of Centrex Four, including,
      without limitation, Centrex Four's right, title and interest, if any, in
      and to any Receivables other than Warehoused Receivables and all related
      Purchased Assets in respect of such other Receivables, and all Deferred
      Purchase Price paid or payable to Centrex Four hereunder in respect of any
      such other Receivables; and

            (ix) the income and proceeds of any and all of the foregoing.

      SECTION 2A.7 Remedies. When any Event of Default shall have occurred and
be continuing:

            (a) The Purchaser, or the Administrator on its behalf, may exercise,
      in respect of the Collateral, in addition to


                                      -49-
<PAGE>

      other rights and remedies provided for herein or otherwise available to
      it, all the rights and remedies of a secured party on default under the
      UCC (whether or not the UCC applies to the affected Collateral);

            (b) The Administrator may notify the Obligors with respect to the
      Warehoused Receivables, or any of them, of the Purchaser's security
      interest in the Collateral; and

            (c) All Collections and other cash proceeds received by the
      Purchaser or the Administrator in respect of any sale of, collections
      from, or other realization upon all or any part of the Collateral shall be
      held by the Administrator as collateral for, and applied against, all or
      any part of the Obligations and otherwise in the manner and in the order
      of priority provided in Section 4.6 in relation to Collections on the
      Warehouse Loan Tranche. Any surplus of such cash or cash proceeds held by
      the Purchaser or the Administrator and remaining after the Final Payout
      Date shall be released to the Sellers.

      SECTION 2A.8 Applicability of Other Provisions. Without limiting the
application of any other provision of this Agreement or the other Related
Documents to the Warehoused Receivables in accordance with their terms, it is
expressly understood and agreed that the provisions of Sections 2.6 through 2.13
hereof shall apply to all Warehoused Receivables, in accordance with the terms
of such provisions, as well as to Receivables sold to the Purchaser hereunder.

      SECTION 2A.9 Warehouse Take-Outs. From time to time on any Distribution
Date prior to the Purchase Termination Date, Centrex Four may, upon not less
than five Business Days' prior written notice to the Administrator, sell and
assign to the Originators, or any one or more of them, all or any portion of the
Warehoused Receivables and related Purchased Assets then owned by Centrex Four,
without recourse, representation or warranty or any indemnity (other than a
representation and warranty that such Warehoused Receivables and related
Purchased Assets are free and clear of all Liens created by Centrex Four or the
Purchaser), for a net purchase price (after deducting all expenses incurred by
Centrex Four in connection with such sale) not less than the aggregate unpaid
principal amount of Warehouse Fundings, accrued interest and Warehouse Fee with
respect thereto and all other amounts (including, if applicable, interest swap
breakage costs under Section 2A.11) owed by Centrex Four hereunder in respect of
the Warehouse Loan Tranche or portion thereof with respect to which such
Warehouse Take-Out applies; provided, however, that Centrex Four applies the net
proceeds from such sale to the payment on the date of such sale of such
principal, interest and other amounts in accordance with this Agreement; and,
provided,


                                      -50-
<PAGE>

further, that (i) both before and after giving effect to such transaction, (A)
there shall not exist any Event of Default or Unmatured Event of Default; and
(ii) prior to the completion of such transaction, an authorized officer of
Centrex Four certifies to the Purchaser and the Administrator that such
transaction complies with the applicable requirements set forth in this Section
2A.9. Each such transaction is herein called a "Warehouse Take-Out".

      SECTION 2A.10 Release of Warehoused Receivables. (a) Partial Release. From
time to time, Centrex Four may request the release of all or any portion of the
Warehoused Receivables and related Purchased Assets then owned by Centrex Four
by delivering to the Administrator and the Purchaser a notice (a "Notice of
Release"), which Notice of Release shall state that Centrex Four plans to sell
such Warehoused Receivables and related Purchased Assets in connection with a
Warehouse Take-Out and that such sale or other disposition is permitted by the
terms of this Agreement. Concurrently with the consummation of such Warehouse
Take-Out and repayment of the related Warehouse Funding(s) in accordance with
Section 2A.9, the Administrator and the Purchaser shall execute and deliver to
Centrex Four such documents, if any, as shall be necessary to release such
Warehoused Receivables and related Purchased Assets from the liens or security
interest evidenced by this Agreement, which documents shall be prepared by
Centrex Four or at Centrex Four's expense but shall be in form and substance
reasonably satisfactory to the Administrator.

      (b) Full Release. Subject to subsection (a), the Purchaser's right, title
and interest in all the Warehoused Receivables and related Purchased Assets and
other Collateral shall be released effective on the Final Payout Date. Upon such
release and, upon the request of Centrex Four, its successors and assigns, and
at the cost and expense of Centrex Four, its successors or assigns, the
Purchaser and the Administrator shall execute such UCC-3 financing statements or
such other instruments (if any) as are necessary or desirable to terminate and
remove of record any documents constituting public notice of the security
interest granted under this Article 2A, and shall assign and transfer, or cause
to be assigned and transferred, and shall deliver or cause to be delivered to
Centrex Four, all property, including all moneys, instruments and securities, of
Centrex Four then held by the Purchaser or the Administrator.

      (c) Effect of Release. When the release of any of the Warehoused
Receivables and related Purchased Assets is effective in accordance with
subsection (a) or (b), all right, title and interest of the Purchaser in, to and
under such Warehoused Receivables and related Purchased Assets, and in the case
of subsection (b) in all other Collateral, shall terminate and shall revert to
Centrex Four, its successors and assigns, and the


                                      -51-
<PAGE>

right, title and interest of the Purchaser therein shall thereupon cease,
terminate and become void.

      SECTION 2A.11 Purchase or Interest Swap Upon Nonpayment. In the event that
Centrex Four fails to pay the principal amount of all Warehouse Fundings when
due under Section 2A.4(a) or (b), together with all accrued interest and
Warehouse Fee thereon and other amounts payable on such date in respect of the
Warehouse Loan Tranche:

            (a) The Administrator may, at its option, by notice to Centrex Four
      and the Purchaser, elect to require Centrex Four to sell to the Purchaser
      hereunder all the Receivables and related Purchased Assets included in the
      Warehouse Loan Tranche, subject to the applicable conditions precedent set
      forth in Section 6.2 (other than the delivery of an Addition Notice), and
      Centrex Four and the Servicer hereby agree to execute and deliver all
      documents and take all other actions required hereunder in connection with
      such Purchase. The Cash Purchase Price for such Purchase shall not be paid
      to Centrex Four, but shall be applied by the Administrator to repayment of
      the principal amount of all outstanding Warehouse Fundings, interest
      thereon and other amounts referred to above; and after any such amounts
      owing in respect of all Warehouse Fundings have been paid in full, to
      Centrex Four. Upon the effectiveness of such Purchase, for all purposes
      hereof, the Receivables and related Purchased Assets theretofore included
      in the Warehouse Loan Tranche shall be treated as a Loan Tranche other
      than the Warehouse Loan Tranche.

            (b) If the Administrator does not elect to require a Purchase under
      subsection (a), or if such Purchase is not consummated for any reason, the
      Administrator shall arrange for the Purchaser to enter into an interest
      rate swap transaction under the Hedging Agreement with respect to the
      Warehouse Loan Tranche (which interest rate swap transaction shall be (x)
      in a notional amount equal to the Purchaser's Tranche Investment in all
      Warehouse Fundings required to be repaid and (y) with a rate thereon
      payable to the swap counterparty equal to the Warehouse Swap Rate)
      ("Required Warehouse Swap") such that the Warehouse Interest Swap Date in
      respect thereof occurs no later than the fifth day after Centrex Four
      fails to make payment as described in the first paragraph of this Section
      2A.11. At the request of the Administrator, the Relationship Bank shall
      enter into such interest rate swap transaction as the swap counterparty.
      The Administrator shall give prompt written notice to Centrex Four and the
      Servicer of the execution of such interest rate swap transaction, the
      Warehouse Interest Swap Date thereunder and the Swap Rate with respect to
      the


                                      -52-
<PAGE>

      Warehouse Loan Tranche. Centrex Four hereby agrees to pay to the
      Administrator on demand, for the account of the Purchaser and the
      Administrator as their interests appear, all reasonable fees, costs and
      expenses incurred by the Purchaser or the Administrator in connection with
      the execution of such interest rate swap transaction. In the event that,
      after the execution of such interest rate swap transaction, Centrex Four
      repays the Warehouse Fundings pursuant to clause (ii) or (iii) of Section
      2A.4(a), Centrex Four shall pay to the Administrator, on the date of such
      repayment, all costs (including any early termination payments under the
      Hedging Agreement) incurred by the Purchaser or the Administrator in
      connection with the early termination of such interest rate swap
      transaction.

                                  ARTICLE III

                  Administration and Servicing of Receivables

      SECTION 3.1. Duties of Servicer. The Servicer (on behalf of Centrex Four
(in the case of Warehoused Receivables), the Purchaser and the Administrator (to
the extent provided herein)) shall manage, service, administer and make
collections on the Receivables with reasonable care, using that degree of skill
and attention that the Servicer exercises with respect to all comparable
automobile 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 to Obligors, reporting tax information to Obligors, accounting
for collections, furnishing monthly and annual statements to the Purchaser with
respect to distributions, making Advances pursuant to Section 4.4. The Servicer
shall follow its currently employed standards, policies and procedures or such
other standards, policies and procedures as the Servicer employs in the future
consistent with the business practice of other servicers in the industry
servicing similar receivables, in performing its duties as Servicer. Without
limiting the generality of the foregoing, and subject to the servicing standards
set forth in this Agreement, the Servicer is authorized and empowered by the
Purchaser and the Administrator to execute and deliver, on behalf of itself, the
Purchaser and the Administrator 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 and/or the certificates of title
with respect to such Financed Vehicles. If the Servicer shall commence a legal
proceeding to enforce a Receivable, the Purchaser and the Administrator (or in
the case of a Warehoused Receivable, Centrex


                                      -53-
<PAGE>

Four) shall thereupon be deemed to have automatically assigned, solely for the
purpose of collection, such Receivable to 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, unless the Purchaser (or the
Administrator on its behalf) shall waive the enforcement of such Receivable by
the Servicer, then the Purchaser (or, in the case of a Warehoused Receivable,
Centrex Four) shall, at the Servicer's expense and direction, and subject to
obtaining such indemnity as the Purchaser or the Administrator (or Centrex Four,
as applicable) may reasonably require, take steps to enforce such Receivable,
including bringing suit in its own name. The Servicer shall prepare and furnish
and the Purchaser (or, in the case of a Warehoused Receivable, Centrex Four)
shall execute, any powers of attorney and other documents reasonably necessary
or appropriate from time to time to enable the Servicer to carry out its
servicing and administrative duties hereunder.

      SECTION 3.2. Collection and Allocation of Receivable Payments. 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 automobile receivables that it services for itself or others. The
Servicer will be responsible for identifying payments received from the Obligors
and transferring these payments to the Collection Account within two Business
Days of receipt into the Payments Account held by Citibank or into any Lock-Box
Account of collected funds as described in Section 4.2. The Servicer shall
allocate collections between principal and interest in accordance with
applicable law and the customary servicing procedures it follows with respect to
all comparable automobile receivables that it services for itself or others. The
Servicer, for so long as Oxford is the Servicer, may grant extensions on a
Receivable; provided, however, that the Servicer may not grant more than one
extension per calendar year with respect to a Receivable or grant an extension
with respect to a Receivable for more than one calendar month (including for
purposes of the foregoing, extensions granted prior to the Cutoff Date), without
the prior written consent of the Administrator and provided, further, that if
the Servicer extends the date for final payment by the Obligor of any Receivable
beyond the last day of the Collection Period preceding the Final Scheduled
Distribution Date, it shall promptly purchase the Receivable from the Purchaser
in accordance with the terms of Section 3.7 hereof (and for purposes thereof,
the Receivable shall be deemed to be materially and adversely affected). If the
Servicer is not Oxford, the Servicer may not make any extension on a Receivable
without the prior written consent of the Administrator. The Servicer may in its
discretion waive any late payment charge or


                                      -54-
<PAGE>

any other fees that may be collected in the ordinary course of servicing a
Receivable. The Servicer shall not agree to any alteration of the interest rate
on any Receivable or of the amount of any Scheduled Payment on Receivables.

      SECTION 3.3. Realization Upon Receivables. The Servicer (on behalf of
Centrex Four (in the case of Warehoused Receivables), the Purchaser and the
Administrator (to the extent provided herein)) 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.
The Servicer shall commence efforts to repossess or otherwise convert the
ownership of a Financed Vehicle on or prior to the date that all or a portion of
a Scheduled Payment thereon representing 10% or more of the amount of such
Scheduled Payment is 120 days or more past due; provided, however, that the
Servicer may elect not to commence such efforts within such time period if in
its good faith judgment it determines either that it would be impracticable to
do so or that the proceeds ultimately recoverable with respect to such
Receivable would be increased by forbearance. The Servicer shall follow such
customary and usual practices and procedures as it shall deem necessary or
advisable in its servicing of automobile receivables, which may include
reasonable efforts to realize upon any recourse to Dealers and selling the
Financed Vehicle at public or private sale. 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 discretion that such repair and/or repossession will increase the proceeds
ultimately recoverable with respect to such Receivable by an amount greater than
the amount of such expenses. In addition, the Servicer agrees to purchase with
its own funds all Financed Vehicles repossessed under this Section which are not
resold by the end of the fourth (4th) month after such repossession at the
wholesale fair market value of such Financed Vehicle (as reflected in a
nationally recognized wholesale used vehicle guide), and to deposit such
purchase price in the Collection Account in payment (in whole or in part) of the
related Receivable.

      SECTION 3.4. Physical Damage Insurance; Other Insurance. (a) The Servicer,
in accordance with its customary servicing procedures, shall verify that (i)
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 Originator and its successors
and


                                      -55-
<PAGE>

assigns as a loss payee, (ii) each Receivable is covered by a vendors single
interest policy acceptable to the Administrator on which the Administrator on
behalf of the Purchaser is named as an additional insured, (iii) 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
Dealer as policyholder (creditor) and (iv) 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 3.4(a) which, but for the actions of the Servicer, would have been
covered thereunder. The Servicer, on behalf of the Purchaser, 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 4.2. The parties hereto acknowledge that the Servicer shall
not be required to force place any insurance coverage referred to in Section
3.4(a)(i) above, or any other insurance coverage.

      SECTION 3.5. Maintenance of Security Interests in Financed Vehicles. The
Servicer shall take such steps as are required by applicable law to maintain
perfection of (i) the security interest created by each Receivable in the
related Financed Vehicle and (ii) the interest of the Purchaser 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 Contribution Agreement or the First Tier
Loan Purchase Agreement, as the case may be, and the Sellers hereunder. The
Purchaser and the Administrator (and, in the case of Warehoused Receivables,
Centrex Four) hereby authorize the Servicer to take such steps as are necessary
to re-perfect or continue the perfection of such security interest on behalf of
the Purchaser in the event of the relocation of a Financed Vehicle or any
Originator or for any other reason.

      SECTION 3.6. Additional Covenants of Servicer. The Servicer shall not
release the Financed Vehicle securing each 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, nor shall the Servicer impair
the rights of the Purchaser in such Receivables, nor shall the


                                      -56-
<PAGE>

Servicer amend a Receivable, except that extensions may be granted in accordance
with Section 3.2.

      SECTION 3.7. Purchase of Receivables Upon Breach. The Servicer or the
Custodian shall inform the other such party and the Administrator promptly, in
writing, upon the discovery of any breach pursuant to Section 3.4, 3.5 or 3.6 or
the fourth sentence of Section 3.2. Unless the breach shall have been cured by
the last day of the first Collection Period commencing after such discovery (or,
at the Servicer's election, the last day of the current Collection Period), the
Servicer shall purchase any Receivable materially and adversely affected by such
breach. In consideration of the purchase of such Receivable, the Servicer shall
remit the Repurchase Amount in the manner specified in Section 4.5. For purposes
of this Section 3.7, the Repurchase Amount with respect to a Receivable shall
consist in part of a release by the Servicer of all rights of reimbursement with
respect to Outstanding Advances on the Receivable. The sole remedy of the
Custodian, the Administrator or the Purchaser with respect to a breach pursuant
to Section 3.4, 3.5 or 3.6 or the fourth sentence of Section 3.2 shall be to
require the Servicer to repurchase Receivables pursuant to this Section 3.7.

      SECTION 3.8. Servicing Fee. The Servicing Fee for the initial Distribution
Date with respect to any Loan Tranche shall equal the product of (a) one-twelfth
of the Servicing Rate and (b) the Loan Tranche Balance as of the close of
business on the applicable Cutoff Date. Thereafter, the Servicing Fee for a
Distribution Date with respect to any Loan Tranche shall equal the product of
(i) one-twelfth of the Servicing Rate and (ii) the Loan Tranche Balance as of
the opening of business on the first day of the related Collection Period. The
Servicing Fee with respect to any Loan Tranche shall also include all late fees,
prepayment charges and other administrative fees or similar charges allowed by
applicable law with respect to Receivables in such Loan Tranche, collected (from
whatever source) on the Receivables in such Loan Tranche.

      SECTION 3.9. Servicer's Certificate. On each Determination Date, the
Servicer shall deliver to the Custodian, the Administrator and each Seller a
Servicer's Certificate containing all information necessary to make the
distributions pursuant to Section 4.6 (including, if required, withdrawals from
or deposits to the Payahead Account and Cash Collateral Account and Advances for
the Collection Period preceding the date of such Servicer's Certificate) and the
other information specified in Exhibit C. Receivables to be purchased by the
Servicer or to be purchased by the applicable Originators shall be identified by
the Servicer by account number with respect to such Receivable (as specified in
Schedule A to the relevant Seller Assignment).


                                      -57-
<PAGE>

      SECTION 3.10. Annual Statement as to Compliance; Notice of Default. (a)
The Servicer shall deliver to the Custodian and the Administrator, on or before
October 31 of each year beginning October 31, 1995, an Officer's Certificate,
dated as of June 30 of the preceding fiscal 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 certificate, the period from the Initial Cutoff Date to
June 30, 1995) and of its performance under this Agreement has been made under
such officer's supervision and (ii) to the best of such officer's knowledge,
based on such review, the Servicer has fulfilled all its obligations under this
Agreement in all material respects throughout such year (or, in the case of the
first such certificate, such shorter period), or, if there has been a default in
the fulfillment of any such obligation, specifying each such default known to
such officer and the nature and status thereof.

      (b) The Servicer shall deliver to the Custodian and the Administrator,
promptly after having obtained knowledge thereof, but in no event later than 5
Business Days after obtaining such knowledge, written notice in an Officer's
Certificate of any event which with the giving of notice or lapse of time, or
both, would become an Event of Default under Section 9.1.

      SECTION 3.11. Annual Independent Certified Public Accountant's Report. The
Servicer shall cause a firm of independent certified public accountants, who may
also render other services to the Servicer or to the Sellers, to deliver to the
Custodian and the Administrator on or before October 31 of each year as of June
30th of the preceding fiscal year, beginning October 31, 1995, (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
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 the reports described in Section 9.2(g).

      The 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 3.12. Receivable Bailee. The provisions of this Article III with
regard to the rights, duties and


                                      -58-
<PAGE>

responsibilities of the Servicer shall apply to the Servicer in its capacity as
Receivable Bailee.

      SECTION 3.13. 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, the Custodian and the Standby
Servicer, taxes imposed on the Servicer, and expenses incurred in connection
with distributions and reports to the Administrator and the Purchaser.

      SECTION 3.14. Retention and Termination of Servicer. The Servicer hereby
covenants and agrees to act as such under this Agreement until the Final Payout
Date unless terminated as specified in a writing delivered by the Administrator
prior to the expiration of such term to the Servicer and the Custodian upon the
occurrence or during the continuance of a Servicer Default.

      SECTION 3.15. Access to Certain Documentation and Information Regarding
Receivables. The Servicer shall provide to representatives of the Custodian and
the Administrator reasonable access to documentation and computer systems and
information regarding the Receivables. In each case, such access shall be
afforded without charge but only upon reasonable request and during normal
business hours. Nothing in this Section 3.15 shall derogate from the obligation
of the Servicer to observe any applicable law prohibiting disclosure of
information regarding the Obligors, and the failure of the Servicer to provide
access as provided in this Section 3.15 as a result of such obligation shall not
constitute a breach of this Section 3.15.

      SECTION 3.16. Data Report. On or before the tenth calendar day of each
month, the Servicer will transmit or deliver to the Administrator, the Standby
Servicer and the Custodian a data report in the form of magnetic tape or
diskette or computer modem transmission, in a format acceptable to the
Administrator, the Standby Servicer, and the Custodian, containing such
information as the Administrator or the Standby Servicer may reasonably require
with respect to the Receivables as of the close of business on the last day of
the preceding Collection Period, including without limitation the information
necessary for preparation of the Servicer's Certificate (a "Data Report"). The
Servicer shall also transmit to the Administrator and the Custodian a Data
Report concurrently with the delivery of any Addition Notice, containing
information with respect to the Receivables to be sold to the Purchaser on the
relevant Subsequent Transfer Date and the Receivables included in the Purchased
Assets after giving effect to such sale. The Servicer shall also transmit to the
Administrator and the Custodian a Data Report concurrently with the delivery of
any Warehouse Funding


                                      -59-
<PAGE>

Notice, containing information with respect to any new Receivables to be added
to the Warehouse Loan Tranche on or before the Warehouse Funding Date and the
Receivables included in the Warehouse Loan Tranche after giving effect to such
Warehouse Funding. The Standby Servicer shall use each such monthly Data Report
to verify the Servicer's Certificate delivered by the Servicer for the same
Collection Period, and the Standby Servicer shall notify the Servicer and the
Administrator of any discrepancies on or before the second Business Day
following the Determination Date. In the event that the Standby Servicer reports
any discrepancies, the Servicer and the Standby Servicer shall attempt to
reconcile such discrepancies prior to the third Business Day prior to the
related Distribution Date, but in the absence of a reconciliation, the
Servicer's Certificate shall control for the purpose of calculations and
distributions with respect to the related Distribution Date. In the event that
the Standby Servicer and the Servicer are unable to reconcile discrepancies with
respect to a Servicer's Certificate by the related Distribution Date, the
Servicer shall cause a firm of independent certified public accountants, at the
Servicer's expense, to audit the Servicer's Certificate and, prior to the fifth
calendar day of the following month, reconcile the discrepancies. The effect, if
any, of such reconciliation shall be reflected in the Servicer's Certificate for
such next succeeding Determination Date. Other than the duties specifically set
forth in this Agreement, the Standby Servicer shall have no obligations
hereunder, including, without limitation, to supervise, verify, monitor or
administer the performance of the Servicer. The Standby Servicer shall have no
liability for any actions taken or omitted by the Servicer.

      SECTION 3.17. Employee Dishonesty Policy. The Servicer shall maintain such
insurance against employee dishonesty that it currently keeps.

      SECTION 3.18. Sub-Servicer. The Servicer may appoint any of its Affiliates
as sub-servicer with respect to all or part of the Purchased Assets, provided
that the Servicer shall remain responsible for the performance of the Servicer's
duties hereunder.

                                  ARTICLE IV

                                 Distributions

      SECTION 4.1. Accounts. (a) The Servicer shall establish the Collection
Account, the Payahead Account and the Cash Collateral Account in the name of the
Custodian for the benefit of the Purchaser and the Administrator. The Collection
Account, the Payahead Account and the Cash Collateral Account shall be


                                      -60-
<PAGE>

segregated trust accounts held with the corporate trust department of the
Custodian.

      (b) All amounts held in the Collection Account, the Payahead Account and
the Cash Collateral Account shall be invested by the Custodian at the written
direction of the Servicer in Eligible Investments in the name of the Custodian
and shall mature no later than the next Business Day immediately preceding the
Distribution Date next succeeding the date of such investment. Such written
direction shall certify that any such investment is authorized by this Section.
No investment may be sold prior to its maturity unless consented to by the
Administrator. Earnings on investments of funds in the Collection Account shall
be paid to the Servicer monthly as additional servicing fees so long as no
Servicer Default is continuing. Earnings on investments of funds in the Cash
Collateral Account shall be retained in the Cash Collateral Account except to
the extent they give rise to a Cash Collateral Surplus, in which case they shall
be distributed to the Sellers in accordance with Section 4.7(c). The Servicer
shall promptly notify the Custodian and the Administrator of any change in the
location of any of the aforementioned accounts.

      (c) The Servicer shall on or prior to each Distribution Date (and prior to
the transfers from the Collection Account described in Section 4.6.(a)) transfer
from the Collection Account to the Payahead Account all Payaheads as described
in Section 4.3 received by the Servicer during the Collection Period.

      SECTION 4.2. Collections. (a) The Servicer shall cause the post office box
to which the Obligors are instructed to mail payments on the Receivables to be
put into the name of the Custodian on behalf of the Purchaser and the
Administrator. The Custodian hereby authorizes the Servicer to cause such
payments to be deposited in the Payments Accounts (as defined below). The
Servicer shall remit all payments by or on behalf of the Obligors, which are
received in such post office box or otherwise received by the Servicer with
respect to the Receivables (other than Repurchased Receivables) including all
Liquidation Proceeds and Recoveries, no later than the Business Day following
receipt thereof in such post office box or otherwise by the Servicer directly to
one or more trust accounts (the "Payments Account(s)") held at Citibank, N.A. or
another bank or other financial institution reasonably acceptable to the
Administrator (the "Payments Account Bank") in the name of the Custodian, into
which payments on the retail installment sales contracts for which Oxford acts
as servicer will be deposited. Within two Business Days after deposit in the
Payments Account, the Servicer will identify the funds attributable to payments
on the Receivables and instruct the Payments Account Bank to transfer


                                      -61-
<PAGE>

such collected funds into the Collection Account. The Custodian, each Seller,
the Administrator and the Purchaser each hereby authorizes the Servicer to
direct the Payments Account Bank to transfer such other funds not attributable
to payments on the Receivables to such accounts or other persons as it may deem
necessary in accordance with its other servicing responsibilities.

      (b) The parties acknowledge that after the date hereof the Servicer may
enter into arrangements with one or more banks or other financial institutions
reasonably acceptable to the Administrator (each a "Lock-Box Bank") for the
receipt and processing by the Lock-Box Banks of payments on Receivables sent by
Obligors to post office boxes controlled by the Lock-Box Banks. The Servicer and
the Sellers shall give the Administrator and the Custodian reasonable prior
written notice of the effectiveness of any such arrangement, the names and
addresses of the Lock-Box Banks and the account number of each account
maintained by such Lock-Box Bank and into which collections on Receivables will
be deposited (each a "Lock-Box Account"), and shall provide the Administrator
and the Custodian with copies of any agreements relating to the Lock-Box
Accounts (which agreements shall be in form and substance reasonably acceptable
to the Administrator and the Custodian) and such other information as they may
reasonably request with respect to such arrangements. Unless each Lock-Box
Account and the related lock-box is in the name of and under the control of the
Custodian pursuant to arrangements reasonably satisfactory to the Administrator,
the Sellers and the Servicer shall execute and deliver and shall require each
Lock-Box Bank to execute and deliver, before any collections on Receivables are
deposited in any Lock-Box Account maintained by such Lock-Box Bank, an agreement
among such parties, the Custodian, the Purchaser and the Administrator in form
and substance reasonably satisfactory to the Administrator (each a "Lock-Box
Agreement"), covering each such Lock-Box Account. Each Lock-Box Agreement shall
include a provision pursuant to which the Servicer will irrevocably instruct the
Lock-Box Bank that, upon and after notice by the Administrator to the Lock-Box
Bank to the effect that an Event of Default has occurred and is continuing, the
Lock-Box Bank will not withdraw or transfer any funds from such Lock-Box Account
unless and until, prior thereto or concurrently therewith, the Custodian shall
have identified the portion of the funds in such Lock-Box Account which
constitute Purchased Assets and such portion shall have been transferred to the
Collection Account. The Administrator agrees to give such notice only during the
continuance of an Event of Default. Within two Business Days after deposit of
any funds in any Lock-Box Account, the Servicer will identify the funds
attributable to payments on the Receivables and instruct the Lock-Box Bank to
transfer such collected funds into the Collection Account. The Administrator


                                      -62-
<PAGE>

and the Purchaser each hereby authorizes the Servicer to direct the Lock-Box
Bank to transfer any other funds not attributable to payments on the Receivables
to such accounts or other persons as it may deem necessary in accordance with
its other servicing responsibilities.

      (c) Upon the occurrence and during the continuance of an Event of Default,
the Administrator may direct or require the Servicer to direct the Obligors to
make all payments on Receivables to an account designated by the Administrator.

      SECTION 4.3. Application of Collections. All collections on Receivables
for each Collection Period shall be applied by the Servicer as follows: With
respect to each Receivable (other than a Repurchased Receivable), payments by or
on behalf of the Obligor shall be first applied to reduce Outstanding Advances
in respect of such Receivable as described in Section 4.4 below. Next, any
excess shall be applied to the Scheduled Payment and any excess remaining
thereafter shall be applied to prepay the Receivable, but only if the sum of
such excess and the previous Payahead Balance shall be sufficient to prepay the
Receivable in full. Otherwise, any such remaining excess payments shall
constitute a Payahead, and shall increase the Payahead Balance and shall be
applied to future Scheduled Payments on such Receivable in the order of their
scheduled maturities.

      SECTION 4.4. Payaheads; Advances. If the payments by or on behalf of the
Obligor on a Receivable (other than a Repurchased Receivables) on the payment
due date for such Receivable in any Collection Period are less than the
Scheduled Payment, the Payahead Balance, if any, in respect of such Receivable
shall be applied by the Servicer and deposited into the Collection Account to
the extent of the shortfall and such Payahead Balance shall be reduced
accordingly. Next, the Servicer shall advance any remaining shortfall, in the
case of an Actuarial Receivable, or the amount of overdue interest, in the case
of a Simple Interest Receivable (such amount an "Advance"), to the extent that
the Servicer, in its sole discretion, shall determine that the Advance shall be
recoverable from the Obligor, the Repurchase Amount, Liquidation Proceeds or
proceeds of any other Receivables. Each Advance with respect to a Receivable
shall increase Outstanding Advances. Outstanding Advances with respect to a
Receivable shall be reimbursed from subsequent payments by or on behalf of the
related Obligor, collections of Liquidation Proceeds in respect of the related
Receivable, or payments of the Repurchase Amount of the related Receivable.

      If the Servicer shall determine that an Outstanding Advance with respect
to any Receivable shall not be recoverable as aforesaid, the Servicer shall be
reimbursed in accordance with Section 4.6(a)(i) from any collections made on
unrelated


                                      -63-
<PAGE>

Receivables included in the Purchased Assets, and Outstanding Advances with
respect to such Receivable shall be reduced accordingly.

      SECTION 4.5. Additional Deposits. The Servicer shall deposit in the
Collection Account the aggregate Advances pursuant to Section 4.4. The Servicer
or the applicable Originator, as the case may be, shall deposit or cause to be
deposited in the Collection Account the aggregate Repurchase Amount with respect
to Repurchased Receivables, and the Servicer shall deposit therein all amounts
to be paid under Section 14.2. All such deposits shall be made, in immediately
available funds, on the Business Day preceding the Distribution Date.

      SECTION 4.6. Distributions. (a) On each Distribution Date, the Custodian
shall cause the following transfers and distributions to be made, in immediately
available funds, based solely on the amounts set forth in the Servicer's
Certificate for the related Determination Date:

            (i) From the Collection Account to the Servicer, amounts in respect
      of Outstanding Advances to the extent that the Servicer is entitled to
      reimbursement in respect thereof in accordance with Section 4.4.

            (ii) From the Payahead Account, to the Collection Account, in
      immediately available funds, the aggregate previous Payaheads to be
      applied to Scheduled Payments on Receivables for the related Collection
      Period or prepayments for the related Collection Period, pursuant to
      Sections 4.3 and 4.4.

            (iii) From the Collection Account to the Persons and accounts
      specified in paragraphs (b) and (c) below those funds that were deposited
      in the Collection Account for the Collection Period related to such
      Distribution Date (after payments to the Servicer pursuant to clause (i)
      above).

In addition, on the next Business Day prior to each Distribution Date, the
Servicer shall cause the Custodian to transfer the amount, if any, withdrawn
from the Cash Collateral Account with respect to any Insufficiency Amount for
such Distribution Date to the Collection Account in accordance with Section 4.7
hereof.

      (b) On each Distribution Date, with respect to each Loan Tranche, an
amount equal to the Interest Collections for such Distribution Date with respect
to such Loan Tranche shall be distributed by the Custodian (based solely on the
amounts set forth in the Servicer's Certificate for the related Determination
Date) in the following order of priority:


                                      -64-
<PAGE>

            first, to the Servicer in payment of the Servicing Fee with respect
      to such Loan Tranche for the related Collection Period, but only so long
      as no Servicer Default has occurred and is continuing; provided, however,
      that the Custodian shall also pay to the Standby Servicer an amount equal
      to the Standby Fee to the extent due and not theretofore paid by the
      Servicer;

            second, to the Purchaser in payment of Earned Discount with respect
      to such Loan Tranche, in an amount equal to the sum of (x) the accrued and
      unpaid Earned Discount with respect to such Loan Tranche for such
      Distribution Date; plus (y) any Earned Discount accrued with respect to
      such Loan Tranche as of any previous Distribution Date and not yet paid;

            third, to the Purchaser, in reduction of the Purchaser's Tranche
      Investment with respect to such Loan Tranche, in an amount equal to the
      sum of the Net Liquidation Losses with respect to such Loan Tranche for
      the preceding Collection Period, plus (y) the excess, if any, of the total
      Net Liquidation Losses with respect to such Loan Tranche for earlier
      Collection Periods over the amounts previously distributed under this
      clause third in respect thereof;

            fourth, except in the case of the Warehouse Loan Tranche, to deposit
      in the Cash Collateral Account, in an aggregate amount with respect to all
      then outstanding Loan Tranches equal to the Cash Collateral Shortfall
      before giving effect to such distribution;

            fifth, to the Purchaser in reduction of the Purchaser's Tranche
      Investment of such Loan Tranche, in an amount equal to the excess of the
      Purchaser's Tranche Investment with respect to such Loan Tranche over the
      Target Purchaser's Tranche Investment with respect to such Loan Tranche
      before giving effect to such distribution;

            sixth, to the Servicer, in an amount equal to the Servicing Fee, if
      any, with respect to such Loan Tranche which was not paid pursuant to
      clause first above;

            seventh, if any Allocation Trigger described in clause (a) of the
      definition thereof or any Allocation Trigger described in clause (b) of
      the definition thereof with respect to such Loan Tranche has occurred and
      is continuing, to the Purchaser in reduction of the Purchaser's Tranche
      Investment of such Loan Tranche until reduced to zero;


                                      -65-
<PAGE>

            eighth, if any Allocation Trigger described in clause (a) of the
      definition thereof has occurred and is continuing, to the Purchaser in
      reduction of the Purchaser's Tranche Investment of each other Loan Tranche
      (pro rata according to the respective Purchaser's Tranche Investments
      thereof) until reduced to zero;

            ninth, to the Administrator for the account of the Clipper Parties
      as their interests appear, in the amount of any Obligations not
      theretofore paid by the Sellers, the Servicer or the Originators; and

            tenth, to each Seller in payment of the Deferred Purchase Price of
      Receivables sold hereunder by such Seller (other than Warehoused
      Receivables) or, in the case of Centrex Four, in respect of its residual
      interest in Warehoused Receivables, as applicable.

      (c) On each Distribution Date an amount equal to the Principal Collections
for such Distribution Date with respect to each Loan Tranche shall be
distributed by the Custodian (based solely on the amounts set forth in the
Servicer's Certificate for the related Determination Date) in the following
order of priority:

            first, except in the case of the Warehouse Loan Tranche, to deposit
      in the Cash Collateral Account in an amount equal to the product of (A) an
      amount equal to (x) the Cash Collateral Shortfall, if any, before giving
      effect to such deposit, less (y) the amount, if any, deposited in the Cash
      Collateral Account on such Distribution Date pursuant to clause fourth of
      paragraph (b) above, times (B) a fraction, the numerator of which is the
      Purchaser's Tranche Investment of such Loan Tranche and the denominator of
      which is the Purchaser's Investment;

            second, to the Purchaser in reduction of the Purchaser's Tranche
      Investment of such Loan Tranche, in an amount equal to (x) the excess, if
      any, of the Purchaser's Tranche Investment of such Loan Tranche over the
      Target Purchaser's Tranche Investment with respect to such Loan Tranche,
      less (y) the amount, if any, distributed on such Distribution Date with
      respect to such Loan Tranche pursuant to clause fifth of paragraph (b)
      above;

            third, so long as no Allocation Trigger described in clause (a) of
      the definition thereof and no Allocation Trigger described in clause (b)
      of the definition thereof with respect to such Loan Tranche has occurred
      and is continuing, (i) in the case of each Loan Tranche other than the
      Warehouse Loan Tranche, to the applicable Seller in


                                      -66-
<PAGE>

      payment of the Deferred Purchase Price of Receivables included in such
      Loan Tranche, in an amount equal to ten percent (in the case of any Loan
      Tranche purchased before December 31, 1995) and eleven percent (in the
      case of any Loan Tranche purchased on or after December 31, 1995) of the
      Principal Collections with respect to such Loan Tranche remaining after
      giving effect to the distributions pursuant to the foregoing clauses first
      and second, and (ii) in the case of the Warehouse Loan Tranche, to Centrex
      Four in respect of its ownership interest in Warehoused Receivables, in an
      amount equal to twelve percent of the Principal Collections with respect
      to the Warehouse Loan Tranche remaining after giving effect to the
      distributions pursuant to the foregoing clauses first and second;

            fourth, to the Purchaser in reduction of the Purchaser's Tranche
      Investment of such Loan Tranche until reduced to zero;

            fifth, if any Allocation Trigger described in clause (a) of the
      definition thereof has occurred and is continuing, to the Purchaser in
      reduction of the Purchaser's Tranche Investment of each other Loan
      Tranche, pro rata according to the respective Purchaser's Tranche
      Investments thereof, until reduced to zero; provided, that subsequent
      distributions in respect of such other Loan Tranches are used to pay back
      amounts allocated under this clause fifth after all other distributions
      are made in respect of such other Loan Tranches;

            sixth, to the Administrator for the account of the Clipper Parties
      as their interests appear, in payment of any Obligations not theretofore
      paid by the Sellers, the Servicer or the Originators and not paid on such
      Distribution Date pursuant to clause ninth of paragraph (b) above; and

            seventh, to each Seller in payment of the Deferred Purchase Price of
      Receivables sold hereunder by such Seller (other than Warehoused
      Receivables) or, in the case of Centrex Four, in respect of its residual
      interest in Warehoused Receivables, as applicable.

      SECTION 4.7. Cash Collateral Account. (a) On the Closing Date and each
Subsequent Transfer Date, the Purchaser shall deposit funds in the Cash
Collateral Account in an amount equal to two percent of the aggregate Principal
Balance of Receivables purchased on such date, as a portion of the Cash Purchase
Price for such Receivables. On each Distribution Date, the Custodian shall
deposit funds in the Cash Collateral Account to the extent provided in Section
4.6.


                                      -67-
<PAGE>

      (b) By 11:00 a.m., New York City time, on the next Business Day prior to a
Distribution Date the Custodian shall determine (based on the information
contained in the Servicer's Certificate delivered on the related Determination
Date pursuant to Section 3.9) whether the sum of the accrued and unpaid Earned
Discount, Servicing Fee and Net Liquidation Losses with respect to any Loan
Tranche would exceed the amount available for distribution with respect to such
Loan Tranche pursuant to Section 4.6(a) on such Distribution Date before giving
effect to this Section 4.7(b) (the amount of any such excess being an
"Insufficiency Amount"). The Custodian shall withdraw from the Cash Collateral
Account an amount equal to the lesser of such Insufficiency Amount and the
amount on deposit in the Cash Collateral Account and shall deposit such amount
in the Collection Account for application as Interest Collections with respect
to such Loan Tranche on such Distribution Date.

      (c) On each Distribution Date, if after giving effect to all other
transfers and distributions to take place on such date there is a Cash
Collateral Surplus, then the Custodian shall withdraw funds from the Cash
Collateral Account in the amount of such Cash Collateral Surplus and distribute
such funds to the Sellers ratably in accordance with portion of outstanding
Receivables sold by it hereunder (unless otherwise indicated to the Custodian in
writing by both Sellers).

      SECTION 4.8. Reliance on Information from the Servicer. Notwithstanding
anything to the contrary contained in this Agreement, all distributions from any
of the accounts described in this Article IV and any transfer of amounts between
such accounts shall be made by the Custodian in reliance on information provided
to the Custodian by the Servicer in writing, whether by way of a Servicer's
Certificate or otherwise.

                                   ARTICLE V

                           Fees and Yield Protection

      SECTION 5.1. Fees.

      (a) Program Fee. From the Closing Date until the Final Payout Date, on
each Distribution Date, with respect to each Loan Tranche included in the
Purchased Assets during the Distribution Period then ending, the Seller of such
Loan Tranche shall pay to the Purchaser a program fee (the "Program Fee") equal
to (i) in the case of each Loan Tranche other than the Warehouse Loan Tranche,
the product of (x) the weighted daily average of the Purchaser's Tranche
Investment of such Loan Tranche during such Distribution Period (or, if
applicable, during the shorter period described in clause (z) below), times (y)
the rate set forth in


                                      -68-
<PAGE>

the Fee Letter, times (z) in the case of the first Distribution Period when such
Loan Tranche was included in the Purchased Assets, a fraction the numerator of
which is the actual number of days in the period from the Closing Date or the
Subsequent Transfer Date, as applicable, on which such Loan Tranche was
purchased until the last day of such Distribution Period and the denominator of
which is 360, and in the case of each subsequent Distribution Period, one
twelfth; plus (ii) the product of (x) the weighted daily average of the
Purchaser's Tranche Investment of the Warehouse Loan Tranche during such
Distribution Period (or, if applicable, during the shorter period described in
clause (z) below), times (y) the Warehouse Fee Rate, times (z) in the case of
each Distribution Period commencing prior to the Warehouse Interest Swap Date, a
fraction the numerator of which is the actual number of days in such
Distribution Period and the denominator of which is 360, and in the case of each
Distribution Period (if any) commencing on or after the Warehouse Interest Swap
Date, one twelfth; provided, however, in the case of either or both of clauses
(i) and (ii) above, the rate set forth in clause (y) may, in the discretion of
the Administrator and the Relationship Bank, be adjusted from time to time to
reflect any changes in the rates used to calculate certain facility fees payable
under the Liquidity Agreement and the Credit Agreement as determined by the
Administrator and the Relationship Bank in their sole discretion. Such Program
Fee with respect to each Loan Tranche shall be paid in arrears on each
Distribution Date, out of funds distributable under Section 4.6 to the extent
available for such payment, and otherwise out of other funds of the applicable
Seller. For the avoidance of doubt, the Program Fee with respect to each Loan
Tranche is included in, and not in addition to, Earned Discount with respect to
such Loan Tranche.

      (b) Structuring Fee. Oxford shall pay to the Administrator on the Closing
Date a structuring fee in the amount set forth in the Fee Letter.

      SECTION 5.2. Overdue Interest. If a Seller or the Servicer fails to pay or
deposit any amount hereunder when due, then such Seller or the Servicer, as
applicable, shall pay to the Administrator for the account of the Purchaser, to
the extent permitted by applicable law, interest on such overdue amount, from
the date when due until paid or deposited, at a rate per annum equal to the
Alternate Base Rate plus 2%, calculated on the basis of a year of 360 days and
the actual number of days elapsed.


                                      -69-
<PAGE>

      SECTION 5.3. Yield Protection.

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

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

            (B) shall impose, modify or deem applicable any reserve (including,
      without limitation, any reserve imposed by the Federal Reserve Board, but
      excluding any reserve included in the determination of Earned Discount),
      special deposit or similar requirement against assets of any Affected
      Party, deposits or obligations with or for the account of any Affected
      Party or with or for the account of any affiliate (or entity deemed by the
      Federal Reserve Board to be an affiliate) of any Affected Party, or credit
      extended by any Affected Party; or

            (C) shall change the amount of capital maintained or required or
      requested or directed to be maintained by any Affected Party;

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

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

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


                                      -70-
<PAGE>

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

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

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

then within thirty days after demand by such Affected Party (which demand shall
be accompanied by a statement setting forth the basis of such demand), each
Seller shall pay to the Administrator for the account of such Affected Party its
ratable portion (based on the portion of then outstanding Receivables sold by it
hereunder) of such additional amount or amounts as will compensate such Affected
Party for such additional or increased cost or such reduction.

      (b) Each Affected Party will promptly notify the Sellers and the
Administrator of any event of which it has knowledge which will entitle such
Affected Party to compensation pursuant to this Section 5.2; provided, however,
no failure to give or delay in giving such notification shall adversely affect
the rights of any Affected Party to such compensation.

      (c) In determining any amount provided for or referred to in this Section
5.2, an Affected Party may use any reasonable averaging and attribution methods
that it (in its sole discretion) shall deem applicable. Any Affected Party when
making a claim under this Section 5.2 shall submit to the Sellers a statement as
to such increased cost or reduced return (including a calculation thereof in
reasonable detail), which statement shall, in the absence of demonstrable error,
be conclusive and binding upon the Sellers.

      SECTION 5.4. Costs, Expenses and Taxes. In addition to its obligations
under Section 7.2, each Seller agrees, jointly and severally with the other
Seller, to pay on demand:


                                      -71-
<PAGE>

            (a) all reasonable costs and expenses (including reasonable
      attorneys' fees and expenses incurred at or before any trial or on appeal
      or otherwise) incurred by the Administrator, the Relationship Bank, the
      Liquidity Agent, the Credit Bank, the Program Collateral Agent and the
      Purchaser and their respective Affiliates in connection with (1) any
      actual or proposed amendment or waiver of, or consent under, this
      Agreement or any Related Document, whether or not consummated, (2) any
      actual or proposed assignment of, sale of participation interests on, or
      increase in the amount of, the commitments of the Liquidity Banks under
      the Liquidity Agreement, whether or not consummated, or (3) the
      enforcement of, or any actual or claimed breach of, this Agreement and the
      other Related Documents, including, without limitation (i) the reasonable
      fees and expenses of counsel to any of such Persons incurred (A) in
      connection with any of the foregoing or (B) in advising such Persons as to
      their respective rights and remedies under any of the Related Documents,
      and (ii) all reasonable out-of-pocket expenses (including reasonable fees
      and expenses of independent accountants), incurred in connection with any
      review of either Seller's book and records in connection with the
      enforcement of, or any actual or claimed breach of, this Agreement or the
      other Related Documents; and

            (b) all stamp and other taxes and fees payable or determined to be
      payable in connection with any filing and recording of this Agreement or
      the other Related Documents which after the Closing Date is determined to
      be necessary or advisable, and agrees to indemnify each Indemnified Party
      against any liabilities with respect to or resulting from any delay in
      paying or omission to pay such taxes and fees.

      SECTION 5.5. Funding Losses. In the event that any Liquidity Bank or the
Credit Bank shall incur any loss or expense (including any loss or expense
incurred by reason of the liquidation or reemployment of deposits or other funds
acquired by such Liquidity Bank to make or maintain any loan, advance or
disbursement under the Liquidity Agreement or the Credit Agreement) as a result
of (i) any distribution with respect to the Purchaser's Investment not being
made when required hereunder or being made on any day other than a Distribution
Date, or (ii) any Purchase not being made in accordance with a request therefor
by a Seller, then, upon written notice from the Administrator to the Sellers and
the Servicer, the Sellers shall pay to the Servicer, and the Servicer shall pay
to the Administrator for the account of such Liquidity Bank, the amount of such
loss or expense. Such written notice (which shall include calculations in
reasonable detail) shall, in the absence of manifest error, be conclusive and
binding upon the Sellers and the Servicer.


                                      -72-

<PAGE>

                                   ARTICLE VI

                        Conditions Precedent to Purchases
                             and Warehouse Fundings

      SECTION 6.1. Conditions Precedent to Initial Purchase. The initial
Purchase hereunder is subject to the condition precedent that the Administrator
shall have received, on or before the date of such Purchase, the following, each
(unless otherwise indicated) dated such date and in form and substance
satisfactory to the Administrator:

            (a) This Agreement, duly executed by each of the parties hereto;

            (b) The Contribution Agreement, duly executed by each Originator and
      Centrex Two, together with each of the closing documents required to be
      delivered thereunder;

            (c) A copy of the resolutions of the Boards of Directors of each
      Seller Party approving this Agreement and the other Related Documents to
      be delivered by it hereunder and the transactions contemplated hereby,
      certified by its Secretary or Assistant Secretary;

            (d) Good standing certificates for each Seller Party as of a recent
      date acceptable to the Administrator issued by the Secretaries of State of
      each State where each such Seller Party does business.

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

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

            (g) Acknowledgement copies or file-stamped copies of, or other
      evidence reasonably satisfactory to the


                                      -73-

<PAGE>

      Administrator of the filing of, (i) proper financing statements (Form
      UCC-1), filed on or prior to the date of the initial Purchase in such
      jurisdictions as the Administrator may reasonably request, (A) naming each
      Originator as the debtor and transferor of Receivables and related
      Purchased Assets, Centrex Two as the secured party and transferee and the
      Purchaser as assignee, and (B) naming Centrex Two as the debtor and seller
      of Receivables and related Purchased Assets sold by it hereunder and the
      Purchaser as the secured party and purchaser, and (ii) such other, similar
      instruments or documents, if any, as may be necessary or, in the opinion
      of the Administrator, desirable under the UCC or any comparable law of all
      appropriate jurisdictions to perfect the Purchaser's interests in the
      Receivables and related Purchased Assets;

            (h) Search reports provided in writing to the Administrator by LEXIS
      Document Services, listing all effective financing statements that name
      any Originator or Centrex Two as debtor and that are filed in the
      jurisdictions in which filings are required to be made pursuant to
      subsection (g) above and in such other jurisdictions that Administrator
      shall reasonably request, together with copies of such financing
      statements (none of which shall cover any Receivables or related Purchased
      Assets);

            (i) Such documentation relating to the bank accounts referred to in
      this Agreement as the Administrator may reasonably request, including
      without limitation (A) a copy of each account agreement relating to the
      Payments Accounts, and (B) evidence of establishment of the Cash
      Collateral Account, the Payahead Account and the Collection Account;

            (j) A favorable opinion of internal counsel for the Seller Parties
      as to such matters as the Administrator or the Relationship Bank may
      reasonably request;

            (k) An opinion or opinions of Roseman & Colin LLP, as special
      counsel for the Seller Parties, with respect to certain bankruptcy matters
      and as to such other matters as the Administrator or the Relationship Bank
      may reasonably request;

            (l) An opinion of counsel to the Custodian as to such matters as the
      Administrator or the Relationship Bank may reasonably request;

            (m) A notice of the initial transfer hereunder, substantially in the
      form of an Addition Notice, with appropriate changes;


                                      -74-

<PAGE>

            (n) A Data Report, prepared in respect of the proposed initial
      Purchase, as of the Initial Cutoff Date, together with a certificate of
      the Servicer as to the information (or certain information, satisfactory
      to the Administrator) set forth in such Data Report;

            (o) A Liquidity Agreement providing for commitments in amounts
      sufficient to support the Purchaser's funding of its acquisition of the
      Initial Receivables in accordance with the terms of this Agreement;

            (p) Written approval by the Credit Bank of this Agreement and the
      transactions contemplated hereby;

            (q) Letters from the rating agencies then rating the Commercial
      Paper Notes, confirming in effect that the existing ratings of the
      Commercial Paper Notes will remain in effect after giving effect to the
      transactions contemplated hereby; and

            (r) Such other agreements, instruments, certificates, opinions and
      other documents as the Administrator may reasonably request.

      SECTION 6.2. Conditions Precedent to All Purchases. Each Purchase
(including the initial Purchase) of any Loan Tranche hereunder shall be subject
to the further conditions precedent that on the date of such Purchase the
following statements shall be true (and each Seller by accepting the Cash
Purchase Price with respect to such Purchase shall be deemed to have certified
that):

            (a) the representations and warranties contained in Section 2.6 and
      Articles VII and VIII (including without limitation all representations
      and warranties concerning the Receivables included in such Loan Tranche)
      are correct in all material respects on and as of such day as though made
      on and as of such day and shall be deemed to have been made on such day;

            (b) no event has occurred and is continuing, or would result from
      such Purchase, that constitutes a Default or Event of Default;

            (c) after giving effect to such proposed Purchase, the Purchaser's
      Investment will not exceed $250,000,000;

            (d) the Purchase Termination Date shall not have occurred;

            (e) [intentionally omitted]


                                      -75-

<PAGE>

            (f) the applicable Seller shall have provided the Administrator with
      (i) a timely Addition Notice, (ii) a Data Report containing information
      with respect to the Receivables included in such Loan Tranche and as to
      the Receivables included in the Purchased Assets after giving effect to
      the proposed Purchases and (iii) any other information reasonably
      requested by the Administrator with respect to the Receivables included in
      such Loan Tranche;

            (g) in the case of any purchase of Subsequent Receivables, the
      Administrator shall have notified the Sellers that the Purchaser has
      obtained additional commitments from the Liquidity Banks and, if
      necessary, the Credit Bank, sufficient to support the funding of such
      purchase, and, without limiting the foregoing, that the aggregate
      commitments of the Liquidity Banks under the Liquidity Agreement are not
      less than 102% of the Purchaser's Investment hereunder after giving effect
      to such Purchase;

            (h) the Purchaser and State Street Bank shall have entered into an
      appropriate interest rate swap confirmation under the Hedging Agreement in
      respect of the proposed Purchase;

            (i) the applicable Seller shall have delivered to the Custodian and
      the Purchaser a duly executed Seller Assignment in substantially the form
      of Exhibit A, and an Originator Assignment from each relevant Originator
      in substantially the form of Exhibit A to the First Tier Loan Purchase
      Agreement, each of which shall include a schedule listing the Receivables
      (or, in the case of each such Originator Assignment, the Receivables of
      the relevant Originator) included in such Loan Tranche;

            (j) the applicable Seller shall have delivered to the Receivable
      Bailee the Receivable Files relating to the Receivables included in such
      Loan Tranche and the Receivable Bailee shall have delivered to such Seller
      and the Administrator an acknowledgement of receipt of such Receivable
      Files;

            (k) the applicable Seller shall have deposited in the Collection
      Account all collections received since the relevant Cut-Off Date in
      respect of the Receivables included in such Loan Tranche;

            (l) neither any of the Originators nor the applicable Seller was
      insolvent nor will any of them have been made insolvent by such transfer
      nor is any of them aware of any pending insolvency;


                                      -76-

<PAGE>

            (m) the applicable Seller and the Servicer shall have delivered to
      the Administrator an Officers' Certificate confirming the satisfaction of
      each applicable condition precedent specified in this Article VI;

            (n) the applicable Seller, the Servicer and the Originators shall
      have taken any action necessary, or, if requested by the Administrator,
      advisable to maintain the first perfected ownership interest of the
      Purchaser in the Receivables, including, without limitation, the filing of
      additional UCC financing statements identifying the Receivables included
      in such Loan Tranche;

            (o) no selection procedures believed by the applicable Seller or the
      Servicer to be adverse to the interests of the Purchaser shall have been
      utilized in selecting the Receivables; and

            (p) the excess of (x) the weighted average APR of the Receivables to
      be purchased on such date minus (y) the sum of the Swap Rate for the Loan
      Tranche comprising such Receivables, the rate used to calculate the
      Program Fee pursuant to Section 5.1 and the Servicing Rate, shall not be
      less than two times the estimated net credit losses expected to be
      incurred on such Receivables, expressed as a percentage of the aggregate
      Principal Balance of such Receivables.

      SECTION 6.3. Conditions Precedent to Initial Warehouse Funding. The
initial Warehouse Funding hereunder is subject to the condition precedent that
the Administrator shall have received, on or before the date of such initial
Warehouse Funding, the following, each (unless otherwise indicated) dated such
date (or another recent date acceptable to the Administrator) and in form and
substance satisfactory to the Administrator:

            (a) The Administrator shall have received everything required under
      paragraphs (c), (d), (e), (j) and (k) of Section 6.1 with respect to
      Centrex Four;

            (b) Acknowledgement copies or file-stamped copies of, or other
      evidence reasonably satisfactory to the Administrator of the filing of,
      (i) proper financing statements (Form UCC-1) (and/or amendments (Form
      UCC-3) to financing statements previously filed pursuant hereto) with
      respect to the Warehoused Receivables to be included in the initial
      Warehouse Funding, filed no later than the day of the initial Warehouse
      Funding in such jurisdictions as the Administrator may reasonably request,
      (A) naming each Originator transfering Warehoused Receivables included in


                                      -77-

<PAGE>

      the initial Warehouse Funding as the debtor and transferor of Receivables
      and related Purchased Assets from time to time included in such Warehoused
      Receivables, Centrex Four as the secured party and transferee and the
      Purchaser as assignee, and (B) naming Centrex Four as the debtor and the
      Purchaser as the secured party with respect to the Collateral, and (ii)
      such other, similar instruments or documents, if any, as may be necessary
      or, in the opinion of the Administrator, desirable under the UCC or any
      comparable law of all appropriate jurisdictions to perfect the Purchaser's
      interests in the Warehoused Receivables and related Purchased Assets and
      other Collateral;

            (c) Search reports provided in writing to the Administrator by LEXIS
      Document Services, listing all effective financing statements that name
      any Originator transferring Warehoused Receivables included in the initial
      Warehouse Funding or Centrex Four as debtor and that, since the effective
      dates of such search reports, no financing statements have been filed
      which cover any Warehoused Receivables or related Purchased Assets in the
      intial Warehouse Funding;

            (d) Such other agreements, instruments, certificates, opinions and
      other documents as the Administrator may reasonably request.

      SECTION 6.4. Conditions Precedent to All Warehouse Fundings. Each
Warehouse Funding (including the initial Warehouse Funding) hereunder shall be
subject to the further conditions precedent that on the date of such Warehouse
Funding the following statements shall be true (and Centrex Four by accepting
the proceeds of such Warehouse Funding shall be deemed to have certified that):

            (a) except in the case of the initial Warehouse Funding, the
      Administrator shall have received, on or before the date of such Warehouse
      Funding, in form and substance satisfactory to the Administrator,
      acknowledgement copies or file-stamped copies of, or other evidence
      reasonably satisfactory to the Administrator of the filing of, (i) proper
      financing statements (Form UCC-1), and/or amendments (Form UCC-3) to
      financing statements previously filed pursuant hereto, filed on or prior
      to the date of the Warehouse Funding in such jurisdictions as the
      Administrator may reasonably request (including, without limitation the
      Secretary of State of New York, Suffolk County, New York, and each other
      jurisdiction where any Originator's principal place of business is
      located) (A) naming each Originator as the debtor and transferor of
      Receivables and related Purchased Assets from time to time included in the


                                      -78-

<PAGE>

      Warehoused Receivables, Centrex Four as the secured party and transferee
      and the Purchaser as assignee, and (B) naming Centrex Four as the debtor
      and the Purchaser as the secured party with respect to the Collateral, and
      (ii) such other, similar instruments or documents, if any, as may be
      necessary or, in the opinion of the Administrator, desirable under the UCC
      or any comparable law of all appropriate jurisdictions to perfect the
      Purchaser's interests in the Warehoused Receivables and related Purchased
      Assets and other Collateral;

            (b) except in the case of the initial Warehouse Funding, the
      Administrator shall have received, on or before the date of such Warehouse
      Funding, in form and substance satisfactory to the Administrator, Search
      reports provided in writing to the Administrator by LEXIS Document
      Services, listing all effective financing statements that name any
      Originator or Centrex Four as debtor and that, since the effective dates
      of such search reports, no financing statements have been filed which
      cover any Warehoused Receivables or related Purchased Assets;

            (c) the representations and warranties contained in Section 2.6 and
      Articles VII and VIII (including without limitation all representations
      and warranties concerning the Receivables included in the Warehouse Loan
      Tranche on the date of such Warehouse Funding) are correct in all material
      respects on and as of such day as though made on and as of such day and
      shall be deemed to have been made on such day;

            (d) no event has occurred and is continuing, or would result from
      the Warehouse Funding, that constitutes a Default or Event of Default;

            (e) (i) after giving effect to such proposed Warehouse Funding, (A)
      the Purchaser's Investment will not exceed $250,000,000, (B) the Warehouse
      Loan Tranche will not exceed $50,000,000, and (C) the Warehouse Loan
      Tranche will not exceed 88% of the Loan Tranche Balance of the Warehouse
      Loan Tranche, and (ii) the initial principal amount of such Warehouse
      Funding is not less than $5,000,000;

            (f) the Purchase Termination Date shall not have occurred;

            (g) Centrex Four shall have provided the Administrator with (i) a
      timely Warehouse Funding Notice, (ii) a Data Report containing information
      with respect to the Receivables being added to the Warehouse Loan Tranche
      and as to the Receivables included in the Warehouse Loan Tranche and in
      the Purchased Assets after giving effect to the


                                      -79-

<PAGE>

      proposed Warehouse Funding and (iii) any other information reasonably
      requested by the Administrator with respect to the Receivables included in
      the Warehouse Loan Tranche;

            (h) the aggregate commitments of the Liquidity Banks under the
      Liquidity Agreement are not less than 102% of the Purchaser's Investment
      hereunder after giving effect to such Warehouse Funding;

            (i) Centrex Four shall have delivered to the Custodian and the
      Purchaser a duly executed Originator Assignment from each relevant
      Originator in substantially the form of Exhibit A to the First Tier Loan
      Purchase Agreement, which shall include a schedule listing the Receivables
      (or, in the case of each such Originator Assignment, the Receivables of
      the relevant Originator) being added to the Warehouse Loan Tranche;

            (j) Centrex Four shall have delivered to the Receivable Bailee the
      Receivable Files relating to the Receivables being added to the Warehouse
      Loan Tranche and the Receivable Bailee shall have delivered to Centrex
      Four and the Administrator an acknowledgement of receipt of such
      Receivable Files;

            (k) Centrex Four shall have deposited in the Collection Account all
      collections received since the relevant Cut-Off Date in respect of the
      Receivables being added to the Warehouse Loan Tranche;

            (l) neither any of the Originators nor Centrex Four was insolvent
      nor will any of them have been made insolvent by such Warehouse Funding or
      the related sales under the First Tier Loan Purchase Agreement nor is any
      of them aware of any pending insolvency;

            (m) Centrex Four and the Servicer shall have delivered to the
      Administrator an Officers' Certificate confirming the satisfaction of each
      applicable condition precedent specified in this Article VI;

            (n) no selection procedures believed by Centrex Four or the Servicer
      to be adverse to the interests of the Purchaser shall have been utilized
      in selecting the Receivables; and

            (o) (i) the excess of (x) the weighted average APR of the
      Receivables to be purchased or pledged on such date minus (y) the sum of
      (1) the Swap Rate for the Warehouse Loan Tranche, calculated as of the
      most recent Distribution Date, (2) the Warehouse Fee Rate and (3) the
      Servicing Rate


                                      -80-

<PAGE>

      shall not be less than (ii) two times the estimated net credit losses
      expected to be incurred on such Receivables, expressed as a percentage of
      the aggregate Principal Balance of such Receivables.

                                   ARTICLE VII

                                   The Sellers

      SECTION 7.1. Representations of Sellers. Each Seller makes the following
representations to the Purchaser, the Administrator, the Relationship Bank and
the Custodian, on which the Purchaser relies in paying the Cash Purchase Price
and accepting the Receivables, and the Administrator relies in causing such
actions to be taken on behalf of the Purchaser. The representations speak as of
the execution and delivery of this Agreement, the Closing Date and the date of
each Subsequent Transfer and shall survive the sale of the Receivables to the
Purchaser.

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

            (ii) Due Qualification. Such Seller is duly qualified to do business
      as a foreign corporation in good standing, and has obtained all necessary
      licenses and approvals in all jurisdictions in which the ownership or
      lease of property or the conduct of its business shall require such
      qualifications.

           (iii) Power and Authority. Such Seller has the power and authority to
      execute and deliver this Agreement and the other Related Documents to
      which it is a party and to carry out their respective terms; such Seller
      has full power and authority to sell and assign the property sold and
      assigned to the Purchaser and deposited with the Receivable Bailee or the
      Custodian on behalf of the Purchaser and has duly authorized such sale and
      assignment and such deposit by all necessary corporate action; and the
      execution, delivery and performance of this Agreement and the other
      Related Documents to which it is a party have been duly authorized by such
      Seller by all necessary corporate action.


                                      -81-

<PAGE>

            (iv) Valid Sale; Binding Obligation. This Agreement effects a valid
      sale, transfer and assignment of the Receivables and the other property
      conveyed to the Purchaser pursuant to Section 2.2 and Section 2.5,
      enforceable against creditors of and purchasers from such Seller; and this
      Agreement shall constitute legal, valid and binding obligations of such
      Seller enforceable in accordance with its terms, except as such
      enforceability may be limited by bankruptcy, insolvency, reorganization,
      moratorium or other similar laws affecting the enforceability of
      creditors' rights generally, and general equitable principals.

             (v) No Violation. The execution, delivery and performance by such
      Seller of this Agreement and the other Related Documents and the
      consummation of the transactions contemplated hereby and thereby and the
      fulfillment of the terms hereof and thereof do not (A) conflict with,
      result in any breach of any of the terms and provisions of, or constitute
      (with or without notice or lapse of time) a default under, the articles of
      incorporation or by-laws of such Seller, or any indenture, agreement,
      mortgage, deed of trust, or other instrument to which such Seller is a
      party or by which it is bound or any of its properties are subject; (B)
      result in the creation or imposition of any Lien upon any of its
      properties pursuant to the terms of any such indenture, agreement,
      mortgage, deed of trust, or other instrument (other than this Agreement);
      or (C) violate any law, order, rule, or regulation applicable to such
      Seller of any court or of any Federal or State regulatory body,
      administrative agency, or other governmental instrumentality having
      jurisdiction over such Seller or its properties.

            (vi) No Proceedings. There are no proceedings or investigations
      pending, or to such Seller's best knowledge, threatened, before any court,
      regulatory body, administrative agency, or other governmental
      instrumentality having jurisdiction over such Seller or its properties:
      (A) asserting the invalidity of this Agreement or the other Related
      Documents, (B) seeking to prevent the consummation of any of the
      transactions contemplated by this Agreement or the other Related
      Documents, (C) seeking any determination or ruling that might materially
      and adversely affect the performance by such Seller of its obligations
      under, or the validity or enforceability of, this Agreement, or the other
      Related Documents, or (D) which, if adversely determined, would be
      reasonably likely to have a Material Adverse Effect.

            (vii) Approvals. All approvals, authorizations, consents, orders or
      other actions of any person, corporation or other organization, or of any
      court,


                                      -82-

<PAGE>

      governmental agency or body or official, required in connection with the
      execution and delivery of this Agreement and the other Related Documents
      have been or will be taken or obtained on or prior to the Closing Date.

          (viii) Accurate Reports. No Servicer's Certificate or other
      information, exhibit, financial statement, document, book, record or
      report furnished or to be furnished, in each case in writing, by or on
      behalf of Seller to the Administrator, the Purchaser or the Relationship
      Bank in connection with this Agreement, in each case as of the date it was
      or will be dated or certified, was or will be inaccurate in any material
      respect, or contained or will contain any material misstatement of fact or
      omitted or will omit to state any fact necessary to make the statements
      contained therein, in the context in which they are made, not materially
      misleading.

            (ix) Ownership. On and after the date of the initial Purchase
      hereunder, all the issued and outstanding capital stock (including all
      warrants, options, conversion rights, and other rights to purchase or
      convert into such stock) of such Seller are owned directly by Oxford and
      the other Originators, collectively, free and clear of all Liens.

             (x) Margin Regulations. The use of all funds obtained by Seller
      under this Agreement will not conflict with or contravene any of
      Regulations G, T, U and X promulgated by the Board of Governors of the
      Federal Reserve System from time to time.

            (xi) Offices. The principal place of business and chief executive
      office of such Seller is located at the address set forth below its
      signature hereto. Such Seller's books and records evidencing or relating
      to the Receivables and other Purchased Assets and the contracts evidencing
      the Receivables are in the possession of the Receivable Bailee at the
      Servicer's Office or the Custodian's Office, as applicable.

           (xii) Legal Names. Since January 1, 1994, (i) such Seller and each
      Originator has not (i) been known by any legal name other than its
      corporate name as of the date hereof, or (ii) has been the subject of any
      merger or other corporate reorganization that resulted in a change of
      name, identity or corporate structure. Such Seller and each Originator
      uses no trade names other than its respective actual corporate names.


                                      -83-

<PAGE>

            (xiii) Investment Company Act. Such Seller is not, and is not
      controlled by, an "investment company" registered or required to be
      registered under the Investment Company Act of 1940, as amended.

            (xiv) Insolvency. Such Seller is not insolvent, will not be made
      insolvent after giving effect to the transactions contemplated by this
      Agreement, and is not aware of any pending insolvency.

            (xv) Servicing Programs. No license or approval is required for such
      Seller's use of any program used by the Servicer in the servicing of the
      Receivables, other than those which have been obtained and are in full
      force and effect.

            (xvi) Taxes. Such Seller has filed all tax returns and reports
      required by law to have been filed by it and has paid all taxes and
      governmental charges thereby shown to be owing, except any such taxes or
      charges that are being diligently contested in good faith by appropriate
      proceedings and for which adequate reserves in accordance with GAAP have
      been set aside on its books.

      SECTION 7.2. Indemnity by Sellers.

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


                                      -84-

<PAGE>

             (i) the transfer by either Seller of any interest in any Receivable
      other than the transfer of Purchased Assets to the Purchaser pursuant to
      this Agreement, the resale of Receivables to the Originators pursuant to
      the terms hereof and the transfer of Warehoused Receivables as permitted
      hereby;

            (ii) any representation or warranty made by either Seller (or any of
      its officers or Affiliates) under or in connection with any Related
      Document, any Servicer's Certificate or Data Report or any other
      information or report delivered by or on behalf of either Seller pursuant
      hereto, which shall have been false, incorrect or misleading in any
      material respect when made or deemed made;

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

            (iv) the failure to vest and maintain vested in the Purchaser an
      ownership interest or security interest, as applicable, in the Receivables
      and other Purchased Assets, free and clear of any Lien, other than any
      Permitted Vehicle Lien and any Lien arising solely as a result of an act
      of Purchaser, the Administrator or the Relationship Bank, whether existing
      at the time of any Purchase of or Warehouse Funding with respect to such
      Purchased Assets or at any time thereafter;

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

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

            (vii) any failure of either Seller, to perform its duties or
      obligations in accordance with this Agreement;


                                      -85-

<PAGE>

            (viii) any products liability claim arising out of or in connection
      with any Financed Vehicle;

            (ix) any litigation, proceedings or investigation against any Seller
      Party; or

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

      (b) Contest of Tax Claim; After-Tax Basis. If any Indemnified Party shall
have notice of any attempt to impose or collect any tax or governmental fee or
charge for which indemnification will be sought from either or both Sellers
under Section 7.2(a)(x), such Indemnified Party shall give prompt and timely
notice of such attempt to the applicable Seller and such Seller shall have the
right, at its expense, to participate in any proceedings resisting or objecting
to the imposition or collection of any such tax, governmental fee or charge.
Indemnification hereunder shall be in an amount necessary to make the
Indemnified Party whole after taking into account any tax consequences to the
Indemnified Party of the payment of any of the aforesaid taxes and the receipt
of the indemnity provided hereunder or of any refund of any such tax previously
indemnified hereunder, including the effect of such tax or refund on the amount
of tax measured by net income or profits which is or was payable by the
Indemnified Party.

                                  ARTICLE VIII

                                  The Servicer

      SECTION 8.1. Representations of Servicer. The Servicer makes the following
representations to the Purchaser, the Administrator, the Relationship Bank and
the Custodian, on which the Purchaser relies in paying the Cash Purchase Price
and accepting the Receivables and the Administrator relies in causing such
actions to be taken on behalf of the Purchaser. The representations speak as of
the execution and delivery of this Agreement, the Closing Date and each
Subsequent Transfer Date and shall survive the sale of the Receivables to the
Purchaser.

            (i) Organization and Good Standing. The Servicer has been duly
      organized and is validly existing as a corporation


                                      -86-

<PAGE>

      in good standing under the laws of the State of New York, with power and
      authority to own its properties and to conduct its business as such
      properties shall be currently owned and such business is presently
      conducted, and had at all relevant times, and shall have, power,
      authority, and legal right to service the Receivables as provided herein.

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

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

            (iv) Binding Obligation. This Agreement constitutes a legal, valid
      and binding obligation of the Servicer enforceable in accordance with its
      terms except as such enforceability may be limited by bankruptcy,
      insolvency, reorganization, moratorium or other similar laws affecting the
      enforceability of creditors' rights generally, and general equitable
      principal.

             (v) No Violation. The execution, delivery and performance by the
      Servicer of this Agreement and the consummation of the transactions
      contemplated hereby and the fulfillment of the terms hereof do not (A)
      conflict with, result in any material breach of any of the terms and
      provisions of, nor constitute (with or without notice or lapse of time) a
      default under, the articles of incorporation or by-laws of the Servicer,
      or any indenture, agreement, mortgage, deed of trust, or other instrument
      to which the Servicer is a party or by which it is bound or any of its
      properties are subject; (B) nor result in the creation or imposition of
      any Lien upon any of its properties pursuant to the terms of any
      indenture, agreement, mortgage, deed of trust, or other instrument (other
      than this Agreement); (C) violate any law, order, rule, or regulation
      applicable to the Servicer of any court or of any Federal or State
      regulatory body, administrative agency, or other governmental
      instrumentality having jurisdiction over the Servicer or its properties.

            (vi) No Proceedings. There are no proceedings or investigations
      pending, or to the Servicer's best knowledge,


                                      -87-

<PAGE>

      threatened, before any court, regulatory body, administrative agency, or
      other governmental instrumentality having jurisdiction over the Servicer
      or its properties: (A) asserting the invalidity of this Agreement or the
      other Related Documents, (B) seeking to prevent the consummation of any of
      the transactions contemplated by this Agreement or the other Related
      Documents, (C) seeking any determination or ruling that might materially
      and adversely affect the performance by the Servicer of its obligations
      under, or the validity or enforceability of, this Agreement or the other
      Related Documents, or (D) which, if adversely determined, would be
      reasonably likely to have a Material Adverse Effect.

           (vii) Approvals. All approvals, 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.

      SECTION 8.2. Indemnities of Servicer.

            (a) General Indemnity. Without limiting any other rights which any
      such Person may have hereunder or under applicable law, the Servicer
      hereby agrees to indemnify each Indemnified Party, forthwith on demand,
      from and against any and all Indemnified Amounts awarded against or
      incurred by any of them arising out of or resulting from (i) any
      representation or warranty made by Oxford under or in connection with any
      Related Document, any Servicer's Certificate or Data Report or any other
      information or report delivered by or on behalf of the Servicer pursuant
      hereto, which shall have been false, incorrect or misleading in any
      material respect when made or deemed made or (ii) the failure by the
      Servicer to comply with any applicable law, rule or regulation with
      respect to any Receivables or the related Purchased Assets, or (iii) the
      failure of the Servicer to perform its duties or obligations in accordance
      with this Agreement, excluding, however, (a) Indemnified Amounts to the
      extent determined by a court of competent jurisdiction to have resulted
      from gross negligence or willful misconduct on the part of such
      Indemnified Party or (b) recourse for Defaulted Receivables.

            (b) Financed Vehicles. The Servicer shall defend, indemnify, and
      hold harmless the Custodian, the Standby Servicer, either Seller, the
      Purchaser and the other Indemnified Parties, from and against any and all
      reasonable costs, reasonable expenses, losses, damages, claims, and


                                      -88-

<PAGE>

      liabilities, arising out of or resulting from the use, ownership, or
      operation by the Servicer or any affiliate thereof of a Financed Vehicle.

            (c) Custodian. The Servicer shall indemnify, defend, and hold
      harmless the Custodian from and against all reasonable costs, reasonable
      expenses, losses, claims, damages, and liabilities arising out of or
      incurred in connection with the acceptance or performance of its duties
      contained in this Agreement and the other Related Documents except to the
      extent that such loss, liability, fee, disbursement, or expense shall have
      been incurred by reason of the Custodian's willful misfeasance or gross
      negligence.

            (d) Termination of Servicer. For purposes of this Section, in the
      event of the termination of the rights and obligations of a Servicer (or
      any successor thereto pursuant to Section 8.3) as Servicer pursuant to
      Section 3.4 or Section 10.1, or a resignation by such Servicer pursuant to
      this Agreement, such Servicer shall be deemed to be the Servicer pending
      appointment of a successor Servicer pursuant to Section 10.2. The
      provisions of this Section 8.2(d) shall in no way affect the survival
      pursuant to Section 8.2(e) of the indemnification by the Servicer provided
      under this Section 8.2.

            (e) Survival. Indemnification under this Section 8.2 shall survive
      the termination of this Agreement and the other Related Documents and
      shall include reasonable fees and expenses of counsel and expenses of
      litigation.

      SECTION 8.3. Merger or Consolidation of, or Assumption of the Obligations
of, Servicer or Standby Servicer. (a) The Servicer shall not merge or
consolidate with or into, or (except for transfers of receivables and related
assets in the ordinary course of its business), in one transaction or a series
of transactions, sell, assign or otherwise transfer all or substantially all of
its assets to, any other Person, unless (i) either (A) such transaction is a
merger or consolidation and the Servicer is the surviving corporation or (B) on
or prior to the effectiveness of such transaction the surviving corporation or
transferee shall execute an agreement of assumption to perform every obligation
of the Servicer hereunder, (ii) immediately after giving effect to such
transaction, no Default or Event of Default shall have happened and be
continuing or would reasonably be expected to occur as a result of such
transaction, (iii) the Servicer shall have delivered to the Purchaser and the
Administrator an Officer's Certificate and an Opinion of Counsel each stating
that such consolidation, merger or succession and such agreement of assumption
comply with this Section 8.3 and that all conditions precedent provided for in
this Agreement


                                      -89-

<PAGE>

relating to such transaction have been complied with, and (iv) the Servicer
shall have delivered to the Purchaser and the Administrator 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 and all other actions have been taken which are necessary fully to
preserve and continue the validity, perfection and priority of the Purchaser's
interest in the Receivables and other Purchased Assets and reciting the details
of such filings and other actions, or (B) stating that, in the opinion of such
counsel, no such filing or other action shall be necessary to preserve and
continue the validity, perfection and priority of such interest. Nothing in this
Section 8.3 shall be deemed to release the Servicer from any of its obligations
as such.

      (b) Any Person (a) into which the Standby Servicer may be merged or
consolidated, (b) which may result from any merger or consolidation to which the
Standby Servicer shall be a party, or (c) which may succeed to the properties
and assets of the Standby Servicer substantially as a whole, shall execute an
agreement of assumption to perform every obligation of the Servicer hereunder,
and whether or not such assumption agreement is executed, shall be the successor
to the Standby Servicer under this Agreement without further act on the part of
any of the parties to this Agreement; provided, however, that nothing herein
shall be deemed to release the Standby Servicer from any obligation.

      SECTION 8.4. Limitation on Liability of Servicer and Others. The Servicer
shall be liable in accordance herewith only to the extent of the obligations
specifically undertaken by the Servicer under this Agreement (including, without
limitation, the indemnity obligations set forth in Sections 8.2 and 11.6) and
the representations made by the Servicer herein. Neither the Servicer nor any of
the directors or officers or employees or agents of the Servicer shall be under
any liability to the Purchaser, except as provided under this Agreement, for any
action taken or for refraining from the taking of any action pursuant to this
Agreement; provided, however, that this provision shall not protect the Servicer
or any such person against any liability that would otherwise be imposed by
reason of a breach of this Agreement or willful misfeasance, bad faith, or
negligence in the performance of duties or by reason of reckless disregard of
obligations and duties under this Agreement. The Servicer and any director or
officer or employee or agent of the Servicer 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.

      SECTION 8.5. Servicer and Standby Servicer Not to Resign. Subject to the
provisions of Section 8.3, neither the Servicer nor the Standby Servicer may
resign from the obligations and


                                      -90-

<PAGE>

duties hereby imposed on it as Servicer or Standby Servicer, as the case may be,
under this Agreement except upon determination that by reason of a change in
legal requirements the performance of its duties under this Agreement would
cause it to be in violation of such legal requirements in a manner which would
result in a material adverse effect on the Servicer or the Standby Servicer, as
the case may be, and the Administrator does not elect to waive the obligations
of the Servicer or the Standby Servicer, as the case may be, to perform the
duties which render it legally unable to act or does not elect to delegate those
duties to another Person. Notice of any such determination permitting the
resignation of the Servicer or the Standby Servicer, as the case may be, shall
be communicated to the Custodian and the Administrator 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 and satisfactory to the Custodian and the Administrator
concurrently with or promptly after such notice. No such resignation of the
Servicer shall become effective until a successor servicer shall have assumed
the responsibilities and obligations of such Servicer in accordance with Section
10.2 and the Servicing Assumption Agreement, if applicable. No such resignation
of the Standby Servicer shall become effective until an entity acceptable to the
Administrator shall have assumed the responsibilities and obligations of the
Standby Servicer; provided, however, that if no such entity shall have assumed
such responsibilities and obligations of the Standby Servicer within 30 days of
the resignation of the Standby Servicer, the Standby Servicer may petition a
court of competent jurisdiction for the appointment of a successor to the
Standby Servicer.

                                   ARTICLE IX

                    General Covenants of Sellers and Servicer

      SECTION 9.1. Affirmative Covenants of Sellers and Servicer. From the date
hereof until the Final Payout Date, each Seller and Servicer each severally
agrees that it will, unless the Administrator shall otherwise consent in
writing:

      (a) Compliance with Laws, Etc. Comply in all material respects with all
applicable laws, rules, regulations and orders with respect to the Receivables
and related Purchased Assets.

      (b) Preservation of Corporate Existence. Preserve and maintain its
corporate existence, rights, franchises and privileges in the jurisdiction of
its incorporation, and qualify and remain qualified in good standing as a
foreign corporation in each jurisdiction where the failure to preserve and
maintain such


                                      -91-

<PAGE>

existence, rights, franchises, privileges and qualification might have a
Material Adverse Effect.

      (c) Audits. (i) At any time and from time to time during regular business
hours, upon at least two (2) Business Days prior written notice, permit the
Administrator or any of its agents or representatives, at their own cost and
expense, (A) to examine and make copies of and abstracts from all books, records
and documents (including, without limitation, computer tapes and disks) in the
possession or under the control of such party relating to the Receivables and
other Purchased Assets, and (B) to visit the offices and properties of such
party for the purpose of examining such materials described in clause (i)(A)
next above, and to discuss matters relating to Receivables or any such party's
performance hereunder with any of the officers or employees of such party having
knowledge of such matters; and (ii) without limiting the provisions of clause
(i) next above, from time to time on request of the Administrator, permit
certified public accountants or other auditors acceptable to the Administrator
to conduct, at such party's expense, a review of such party's books and records
with respect to the Receivables and other Purchased Assets.

      (d) Performance and Compliance with Receivables and Contracts. At its
expense timely and fully perform and comply with all material provisions,
covenants and other promises, if any, required to be observed by it under the
Receivables.

      SECTION 9.2. Reporting Requirements of Sellers. From the date hereof until
the Final Payout Date, each Seller and the Servicer will furnish to the
Administrator and the Relationship Bank:

      (a) Quarterly Financial Statements. In the case of the Servicer, as soon
as available and in any event within 60 days after the end of each of the first
three quarters of each fiscal year of the Servicer, (i) copies of the Servicer's
quarterly financial reports, on Form 10-Q, as filed with the Securities and
Exchange Commission (or if the Servicer is no longer required to file such Form
10-Q, the Servicer shall furnish such financial statements similar to those
typically found on Form 10-Q), and (ii) a calculation of the financial tests set
forth in Sections 10.1(xiv) and (xv) demonstrating that there is no breach of
such Sections, all certified by the chief financial officer or chief accounting
officer of the Servicer;

      (b) Annual Financial Statements of Servicer. In the case of the Servicer,
as soon as available and in any event within 120 days after the end of each
fiscal year of the Servicer, a copy of the Servicer's Annual Report, on Form
10-K, as filed with the Securities and Exchange Commission (or if Servicer is no
longer


                                      -92-

<PAGE>

required to file such Form 10-K, the Servicer shall furnish financial statements
similar to those typically found on Form 10-K) and as reported on by nationally
recognized independent certified public accountants;

      (c) Annual Financial Statements of Sellers. In the case of either such
Seller, as soon as available and in any event within 120 days after the end of
each fiscal year of such Seller, copies of the unaudited financial statements of
such Seller, duly certified by the chief financial officer of such Seller;

      (d) ERISA. Promptly after the filing or receiving thereof, copies of all
reports and notices with respect to any Reportable Event defined in Article IV
of ERISA which such Seller files under ERISA with the Internal Revenue Service,
the Pension Benefit Guaranty Corporation or the U.S. Department of Labor or
which Seller receives from the Pension Benefit Guaranty Corporation;

      (e) Liquidation Events. As soon as possible and in any event within five
days after obtaining knowledge of the occurrence of each Default and each Event
of Default, a written statement of the chief financial officer or chief
accounting officer of the Sellers and the Servicer setting forth details of such
event and the action that the Sellers or the Servicer propose to take with
respect thereto;

      (f) Litigation. As soon as possible and in any event within three Business
Days of such Seller's or the Servicer's knowledge thereof, notice of (i) any
litigation, investigation or proceeding which may exist at any time which could
have a Material Adverse Effect and (ii) any material adverse development in
previously disclosed litigation;

      (g) Audit of Pool Receivables. As soon as available and in any event
within 120 days after the end of each fiscal year of such Seller, a report,
prepared by nationally recognized independent certified public accountants, as
to (i) a review of the Receivables, as at the end of the fiscal year of such
Seller in accordance with agreed-on procedures reasonably acceptable to the
Administrator and (ii) the ability of the Servicer to perform and observe its
obligations hereunder as Servicer; provided that the report (or the portion of
the report) described in this clause (ii) shall be substantially in the form of
the reports as to such matter most recently prepared on behalf of the Servicer
in connection with other securitization transactions to which the Servicer is a
party on the date hereof; and

      (h) Other. Promptly, from time to time, such other information, documents,
records or reports respecting the Receivables or the condition or operations,
financial or


                                      -93-

<PAGE>

otherwise, of such Seller as the Administrator may from time to time reasonably
request in order to protect the interests of the Administrator or the Purchaser
under or as contemplated by this Agreement.

      SECTION 9.3. Negative Covenants of Sellers and Servicer. From the date
hereof until the Final Payout Date, each Seller, and the Servicer, each agrees
that it will not, without the prior written consent of the Administrator:

      (a) Sales, Liens, Etc. (i) In the case of such Seller, except pursuant
hereto or in accordance with Section 2.7, 3.7 or 2A.9, sell, assign (by
operation of law or otherwise) or otherwise dispose of, or create or suffer to
exist any Lien (other than Permitted Vehicle Liens) upon or with respect to, any
Receivable or related Purchased Assets, or any interest therein, or any right to
receive income or proceeds from or in respect of any of the foregoing, and (ii)
in the case of the Servicer, assert any interest in the Receivables, except as
Servicer.

      (b) Extension or Amendment of Receivables. Except as otherwise permitted
hereunder, extend, amend or otherwise modify the terms of any Receivable, except
for not more than one extension of the due date for any Scheduled Payment on
such Receivable for a period of not more than one month.

      (c) Change in Business or Credit and Collection Policy. Make any change in
the character of its business if such change would be reasonably likely to have
a Material Adverse Effect, or make any material adverse change in the Collection
Policy.

      (d) Mergers, Acquisitions, Sales, etc. In the case of such Seller, be a
party to any merger or consolidation, or purchase or otherwise acquire all or
substantially all of the assets or any stock of any class of, or any partnership
or joint venture interest in, any other Person, or, except in the ordinary
course of its business, sell, transfer, convey or lease all or any substantial
part of its assets, or sell or assign with or without recourse any Receivables
or any interest therein (other than pursuant hereto or in accordance with
Section 2.7. 3.7 or 2A.9), or permit any Subsidiary of such Seller to do any of
the foregoing.

      (e) Restricted Payments. In the case of such Seller, (i) purchase or
permit any Subsidiary of such Seller to purchase any shares of the capital stock
of such Seller, (ii) prepay, purchase or redeem, or permit any Subsidiary of
such Seller to purchase, any subordinated indebtedness of such Seller, except
for payments on the Subordinated Notes in accordance with the provisions thereof
and of the Contribution Agreement and payments pursuant to the First Tier Loan
Purchase Agreement, (iii) declare or pay


                                      -94-

<PAGE>

any dividends or make any other distributions on its capital stock except out of
its earnings and profits and otherwise in accordance with applicable law, or
(iv) issue or transfer any of such Seller's capital stock to any Person other
than, with respect to Centrex Two, to the Originators in accordance with the
Contribution Agreement.

      (f) Incurrence of Indebtedness. In the case of such Seller, incur or
permit to exist, or permit any Subsidiary of such Seller to incur or permit to
exist, any indebtedness or liability on account of deposits or advances or for
borrowed money or for the deferred purchase price of any property or services,
except (i) indebtedness of the Originators to Oxford assumed by Centrex Two
pursuant to the Contribution Agreement, (ii) current accounts payable arising
under the Related Documents and not overdue, and (iii) other current accounts
payable arising in the ordinary course of such Seller's business.

      (g) Investments, etc. In the case of such Seller, except, in the case of
Centrex Two, as contemplated in the Contribution Agreement in connection with
the Seller's receipt of contributions of Receivables and Purchased Assets from
the Originators, (i) make, incur or suffer to exist an investment in or equity
contribution to, any Person; (ii) make any loan or advance to any Person; or
(iii) create any direct or indirect Subsidiary or otherwise acquire direct or
indirect ownership of any equity interests in any other Person.

      (h) Amendment of Certificate of Incorporation; Change in Seller's
Business. In the case of such Seller, amend its certificate of incorporation or
bylaws, or engage in any business other than as contemplated by the Related
Documents.

      (i) Negative Pledges. Enter into or assume any agreement (other than this
Agreement and the other Related Documents) prohibiting the creation or
assumption of any Lien upon any Receivables or Purchased Assets, whether now
owned or hereafter acquired by such Seller, as contemplated by the Related
Documents, or otherwise prohibiting or restricting any transaction contemplated
hereby or by the other Related Documents.

      (j) Changes to Certain Documents. Enter into any amendment or modification
of or supplement to any of the other Related Documents to which it is a party.

      SECTION 9.4. Separate Existence. Each of each Seller and Oxford hereby
acknowledges that the Purchaser, the Administrator and the Relationship Bank,
are entering into the transactions contemplated by this Agreement and the other
Related Documents in reliance upon such Seller's identity as a legal entity
separate


                                      -95-

<PAGE>

from Oxford, each Originator and their Affiliates. Therefore, from and after the
date hereof, each of each Seller and Oxford shall take all steps specifically
required by this Agreement or by the Purchaser or Administrator to continue such
Seller's identity as a separate legal entity and to make it apparent to third
Persons that such Seller is an entity with assets and liabilities distinct from
those of each of the other Seller, Oxford, the other Originators and any other
Person, and is not a division of the other Seller, Oxford, the other Originators
or any other Person. Without limiting the generality of the foregoing and in
addition to and consistent with the other covenants set forth herein, each of
each Seller and Oxford shall take such actions as shall be required in order
that:

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

      (b) Not less than one member of each Seller's Board of Directors (the
"Independent Director") shall be an individual who is not a direct, indirect or
beneficial stockholder, officer, director, employee, affiliate, associate or
supplier of Oxford or any of its Affiliates (other than the other Seller). The
certificate of incorporation of each Seller shall provide that (i) such Seller's
Board of Directors shall not approve, or take any other action to cause the
filing of, a voluntary bankruptcy petition with respect to such Seller unless
the Independent Director shall approve the taking of such action in writing
prior to the taking of such action and (ii) such provision cannot be amended
without the prior written consent of the Independent Director;

      (c) The Independent Director shall not at any time serve as a trustee in
bankruptcy for either Seller, Oxford or any Affiliate thereof;

      (d) Any employee, consultant or agent of each Seller will be compensated
from such Seller's funds for services provided to such Seller. Each Seller will
not engage any agents other than its attorneys, auditors and other
professionals, and a servicer and any other agent contemplated by the Related
Documents for the Receivables, which servicer will be fully compensated for its
services by payment of the Servicing Fee;

      (e) Each Seller will contract with the Servicer to perform for such Seller
all operations required on a daily basis to service the Receivables. Each Seller
will pay the Servicer the


                                      -96-

<PAGE>

Servicing Fee pursuant hereto. To the extent, if any, that a Seller (or any
other Affiliate thereof) shares items of expenses not reflected in the Servicing
Fee, such as legal, auditing and other professional services and insurance, such
expenses will be allocated to the extent practical on the basis of actual use or
the value of services rendered, and otherwise on a basis reasonably related to
the actual use or the value of services rendered; it being understood, however,
that certain organizational expenses of the Sellers and certain fees and
expenses relating to the preparation, negotiation, execution and delivery of the
Related Documents may be paid by Oxford;

      (f) Each Seller's operating expenses will not be paid by Oxford or any
other Affiliate thereof;

      (g) Each Seller's books and records will be maintained separately from
those of Oxford and any other Affiliate thereof;

      (h) All financial statements of Oxford or any Affiliate thereof that are
consolidated to include the Sellers will contain notations clearly noting (i)
the separate corporate existence of the Sellers and (ii) that the assets of the
Sellers will be available first and foremost to satisfy the claims of its
creditors;

      (i) Each Seller's assets will be maintained in a manner that facilitates
their identification and segregation from those of Oxford or any Affiliate
thereof;

      (j) Each Seller will strictly observe corporate and partnership
formalities in its dealings with Oxford or any Affiliate thereof, and funds or
other assets of each Seller will not be commingled with those of Oxford or any
Affiliate thereof. Each Seller shall not maintain joint bank accounts or other
depository accounts to which Oxford or any Affiliate thereof (other than Oxford
in its capacity as Servicer) has independent access. Each Seller will pay to the
appropriate affiliate the marginal increase or, in the absence of such increase,
the market amount of its portion of the premium payable with respect to any
insurance policy that covers Seller and such affiliate; and

      (k) Each Seller will maintain arm's-length relationships with Oxford (and
any Affiliate thereof). Any Person that renders or otherwise furnishes services
to a Seller will be compensated by such Seller at market rates for such services
it renders or otherwise furnishes to such Seller. Except as contemplated in the
Related Documents each Seller and Oxford will not be nor will hold itself out to
be responsible for the debts of the other or the decisions or actions respecting
the daily business and affairs of the other. Oxford and each Seller will
immediately correct any known misrepresentation with respect to the


                                      -97-

<PAGE>

foregoing, and they will not operate or purport to operate as an integrated
single economic unit with respect to each other or in their dealing with any
other entity.

                                    ARTICLE X

                                     Default

      SECTION 10.1. Events of Default. Each of the following events shall
constitute an "Event of Default" hereunder:

             (i) Any failure by the Servicer or either Seller to deliver to the
      Custodian for distribution to the Purchasers or deposit in the Cash
      Collateral Account or the Collection Account any proceeds or payment
      required to be so delivered under the terms of this Agreement, or any
      failure by any Seller Party to pay any Obligations when due and payable by
      it hereunder or under any other Related Document, that shall continue
      unremedied for a period of three Business Days after notice from the
      Administrator to the Sellers and the Servicer of such failure; or any
      certificate required by Section 3.9, any statement required by Section
      3.10, or any report required by Section 3.11 or 3.16 shall not have been
      delivered within three (3) Business Days after the date such certificates
      or statements or reports, as the case may be, are required to be
      delivered; or

            (ii) Failure on the part of any Seller Party duly to observe or to
      perform in all material respects any other covenant or agreement of such
      Seller Party (as the case may be) set forth in this Agreement, which
      failure shall continue unremedied for a period of 30 days after the
      earlier of (A) the date on which written notice of such failure, requiring
      the same to be remedied, shall have been given such Seller Party by the
      Administrator, the Relationship Bank or the Purchaser, or (B) the date on
      which an officer of such Seller Party has actual knowledge of such
      failure; or

           (iii) Failure of any representation or warranty made or deemed made
      by any Seller Party in this Agreement or any Related Document (other than
      any breach of a representation and warranty as to Receivables set forth in
      Section 2.6 or in Section 3.2(b) of the Contribution Agreement or in
      Section 3.2(b) of the First Tier Loan Purchase Agreement, as applicable,
      for which the sole remedy is repurchase of such Receivable) to be true and
      correct in all material respects when made or deemed made, which failure
      (if in the reasonable judgment of the Administrator such failure is
      capable of being cured) shall continue unremedied for a


                                      -98-

<PAGE>

      period of 30 days after the earlier of (x) the date on which written
      notice of such failure, requiring the same to be remedied, shall have been
      given such Seller Party by the Administrator, the Relationship Bank or the
      Purchaser, or (y) the date on which an officer of such Seller Party has
      actual knowledge of such failure; or

            (iv) A default shall have occurred and be continuing (x) under any
      instrument or agreement evidencing, securing or providing for the issuance
      of indebtedness for borrowed money in excess of $10,000,000 of, or
      guaranteed by, any Seller Party which default (A) is a default in payment
      of any principal or interest on such indebtedness when due or within any
      applicable grace period, or (B) such default shall have resulted in
      acceleration of the maturity of such indebtedness; or (y) under any
      agreement providing for the sales of Receivables by a Seller Party with an
      aggregate purchase price outstanding over $10,000,000, resulting in the
      early amortization of the purchasers' or investors' interest in such
      Receivables, or the replacement of the Servicer as servicer thereunder;
      unless, in the case of each of clauses (x) and (y) above, (1) such Seller
      Party is contesting in good faith, by appropriate proceedings, that such
      indebtedness is due and payable or that such acceleration or early
      amortization is rightful, and (2) no final judgment adverse to such Seller
      Party shall have been entered on such proceedings; or

             (v) An Event of Bankruptcy shall have occurred and remain
      continuing with respect to any Seller Party; or any event described in
      clause (a) of the definition of Event of Bankruptcy (without giving effect
      to any cure period) shall have occurred and be continuing with respect to
      either Seller; or

            (vi) (A) Any litigation (including, without limitation, derivative
      actions), arbitration proceedings or governmental proceedings not
      disclosed in writing by the Seller Parties to the Administrator and
      Purchaser prior to the date of execution and delivery of this Agreement is
      pending against any Seller Party or any Affiliate thereof, which, in the
      reasonable opinion of the Administrator, if adversely determined, would
      have a Material Adverse Effect, or (B) any material development not so
      disclosed has occurred in any litigation (including, without limitation,
      derivative actions), arbitration proceedings or governmental proceedings
      so disclosed, which, in the reasonable opinion of the Administrator, would
      have a reasonable probability of causing a Material Adverse Effect; or


                                      -99-

<PAGE>

           (vii) (A) Any Originator shall make any material adverse change in
      its Credit Policy or (B) the Servicer shall make any material adverse
      change in the Collection Policy, in each case, without the prior written
      consent of the Administrator and the Relationship Bank; or

            (viii) There shall exist any event or occurrence that has a Material
      Adverse Effect; or

            (ix) Either Seller, for any reason, shall fail to grant to the
      Purchaser and to maintain in favor of the Purchaser a valid and perfected
      ownership interest (or, if not an ownership interest, a valid and
      perfected first priority security interest) in any material portion of the
      Receivables and other Purchased Assets sold by it hereunder; or

            (x) A Change in Control shall occur; or

            (xi) The Internal Revenue Service shall file notice of a lien
      pursuant to Section 6323 of the Internal Revenue Code with regard to any
      of the assets of the Seller Parties, or the Pension Benefit Guaranty
      Corporation shall file notice of a lien pursuant to Section 4068 of the
      Employee Retirement Income Security Act of 1974 with regard to any of the
      assets of the Seller Parties, and in either such case such lien shall
      secure a liability in excess of $1,000,000 and shall not have been
      released within 40 days; or

           (xii) On any Determination Date after the first Subsequent Transfer
      Date but prior to the Purchase Termination Date, (A) the average of the
      Delinquency Rates for the three most recent Collection Periods shall
      exceed 2.5%; (B) the average of the Net Loss Rates for the three most
      recent Collection Periods shall exceed 3.5%; or (C) the average of the
      Excess Yield Percentages for the three most recent Collection Periods
      shall be less than zero; or

          (xiii) On any Determination Date after the Purchase Termination Date,
      (A) the average of the Delinquency Rates for the three most recent
      Collection Periods shall exceed 3.0%; (B) the average of the Net Loss
      Rates for the three most recent Collection Periods shall exceed 4.5%; or
      (C) the average of the Excess Yield Percentages for the three most recent
      Collection Periods shall be less than zero; or

           (xiv) Oxford's shareholders' equity (as determined in accordance with
      GAAP) shall be less than $55,000,000 at the end of any fiscal quarter and
      shall remain less than $55,000,000 for more than 30 days after the end of
      such fiscal quarter; or


                                      -100-

<PAGE>

            (xv) At the end of any fiscal quarter, Oxford's consolidated net
      income, determined in accordance with GAAP, for the period of four fiscal
      quarters then ending shall be less than zero; or

           (xvi) On any Determination Date, (A) the Excess Yield Percentage for
      the most recent Collection Period shall be less than negative 4.0%; or (B)
      after giving effect to the transfers and distributions to take place on
      the following Distribution Date, (x) the Purchaser's Investment minus the
      amount on deposit in the Cash Collateral Account would exceed (y) 95.5% of
      the Pool Balance.

      SECTION 10.2. Remedies. If any Event of Default shall have occurred and be
continuing, then (a) in the case of any Event of Default described in any of
clauses (i) through (vi), (vii)(B), (x), (xii), (xiii), (xiv) or (xv) with
respect to the Servicer (each a "Servicer Default"), the Administrator on behalf
of the Purchaser, by notice given in writing to the Servicer (a copy of which
notice shall be given to the Custodian and the Standby Servicer) may terminate
all of the rights and obligations of the Servicer under this Agreement, (b) in
the case of an Event of Default other than an Event of Default described in
clause (v) of Section 10.1), the Administrator shall, at the request, or may
with the consent, of the Purchaser, by notice to the Sellers declare the
Purchase Termination Date to have occurred, (c) in the case of an Event of
Default described in clause (v) of Section 10.1, the Purchase Termination Date
shall occur automatically, and (d) in the case of any Event of Default, the
Administrator, the Purchaser and the Relationship Bank shall be entitled to
exercise all other rights and remedies provided under this Agreement and the
other Related Documents, as well as all other rights and remedies provided under
the UCC of each applicable jurisdiction and other applicable laws, which rights
shall be cumulative.

      SECTION 10.3. Termination of Servicer. A Servicer terminated in accordance
with the terms hereof shall be entitled to its pro rata share of the Servicing
Fee for the number of days in the Collection Period prior to the effective date
of its termination. 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 Receivables or otherwise, shall, without further action,
pass to and be vested in (i) the Standby Servicer or (ii) such successor
Servicer as may be appointed under Section 8.2; provided, however, that the
successor Servicer shall have no liability with respect to any obligation which
was required to be performed by the predecessor Servicer prior to the date the
successor Servicer becomes the Servicer or any claim of a third party based on
any alleged action or inaction of the predecessor Servicer; and, without


                                      -101-

<PAGE>

limitation, the Purchaser (or the Administrator on its behalf) is 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 Purchaser, the Administrator and the Custodian 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 or
should have been held by the predecessor Servicer for deposit, or shall
thereafter be received with respect to a Receivable and the delivery to the
successor Servicer of all files and records concerning the Receivables and a
computer tape in readable form containing all information necessary to enable
the successor Servicer to service the Receivables and the other property of the
Purchaser. All reasonable costs and expenses (including attorneys' fees)
incurred in connection with transferring the Receivable Files to the successor
Servicer and amending this Agreement to reflect such succession as Servicer
pursuant to this Section 10.1 shall be paid by the predecessor Servicer upon
presentation of reasonable documentation of such costs and expenses. In
addition, any successor Servicer shall be entitled to payment from the immediate
predecessor Servicer for reasonable transition expenses incurred in connection
with acting as successor Servicer, and to the extent not so paid, such payment
shall be made pursuant to Section 4.6 hereof. The predecessor Servicer shall
grant the Custodian, the Standby Servicer, the Purchaser and the Administrator
reasonable access to the predecessor Servicer's premises at the predecessor
Servicer's expense. The Standby Servicer or successor Servicer shall direct the
Obligors to make all payments under the Receivables directly to the Servicer at
the predecessor Servicer's expense (in which event the successor Servicer shall
process such payments directly).

      SECTION 10.4. Appointment of Successor Servicer. (a) Upon the Servicer's
receipt of notice of termination pursuant to Section 10.2(a), 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 later of
(x) the date 45 days from the delivery to the Administrator and the Custodian of
written notice of such resignation (or written confirmation of such notice) in
accordance with the terms of this


                                      -102-

<PAGE>

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 termination of the Servicer,
BONY, as Standby Servicer, shall assume the obligations of Servicer hereunder on
the date specified in such written notice (the "Assumption Date") pursuant to
the Servicing Assumption Agreement or, in the event that the Administrator shall
have determined that a Person other than the Standby Servicer shall be the
successor Servicer, on the date of the execution of a written assumption
agreement by such Person to serve as successor Servicer. Notwithstanding the
Standby Servicer's assumption of, and its agreement to perform and observe, all
duties, responsibilities and obligations of Oxford as Servicer under this
Agreement arising on and after the Assumption Date, the Standby Servicer shall
not be deemed to have assumed or to become liable for, or otherwise have any
liability for, any duties, responsibilities, obligations or liabilities of
Oxford or any predecessor Servicer arising on or before the Assumption Date,
whether provided for by the terms of this Agreement, arising by operation of law
or otherwise, including, without limitation, any liability for, any duties,
responsibilities, obligations or liabilities of Oxford or any predecessor
Servicer arising on or before the Assumption Date under Sections 3.7, 4.4 or 8.2
of this Agreement.

      (b) Upon appointment, the 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 of the rights granted to the predecessor Servicer, by the terms and
provisions of this Agreement.

      (c) The Administrator may exercise at any time its right to appoint as
Standby Servicer or as successor Servicer a Person other than the Person serving
as Standby Servicer at the time, and shall have no liability to the Custodian,
Oxford, the Sellers, the Person then serving as Standby Servicer, or any other
Person if it does so. Subject to Section 8.5, no provision of this Agreement
shall be construed as relieving the Standby Servicer of its obligation to
succeed as successor Servicer upon the termination of the Servicer pursuant to
Section 10.1 or resignation of the Servicer pursuant to Section 8.5. If upon any
such resignation or termination, the Administrator appoints a successor Servicer
other than the Standby Servicer, the Standby Servicer shall be relieved of its
duties as Standby Servicer hereunder.

      SECTION 10.5. Repayment of Advances. If Oxford shall no longer be the
Servicer, Oxford shall be entitled to receive


                                      -103-

<PAGE>

reimbursement for Outstanding Advances pursuant to Sections 4.3 and 4.4 with
respect to all Advances made by it.

      SECTION 10.6. Action Upon Certain Failures of the Servicer. In the event
that the Custodian shall have knowledge of any Servicer Default or event which,
with notice or lapse of time or both, would, unless cured or waived, become a
Servicer Default, the Custodian shall give notice thereof to the Servicer and
the Administrator. For all purposes of this Agreement, in the absence of actual
knowledge by a Custodian Officer, the Custodian shall not be deemed to have
knowledge of any such Servicer Default or other event unless notified thereof in
writing by the Servicer, the Administrator, the Relationship Bank or the
Purchaser. The Custodian shall be under no duty or obligation to investigate or
inquire as to any potential Servicer Default.

      SECTION 10.7. Waiver of Past Defaults. The Administrator may, subject to
any contrary direction by the Purchaser but otherwise in its sole discretion,
waive any Default or Event of Default hereunder and its consequences. Upon any
such waiver of a past default, such default shall cease to exist, and any Event
of 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 thereon except to the extent
expressly waived.

                                   ARTICLE XI

                                  The Custodian

      SECTION 11.1. Duties of Custodian. The Custodian shall undertake to
perform such duties and only such duties as are specifically set forth in this
Agreement. The Custodian is specifically authorized to (i) establish and
maintain one or more bank accounts in a financial institution for the deposit of
payments, (ii) designate persons authorized to sign with respect to such
accounts, (iii) negotiate and deposit into such accounts checks made payable to
the Originators, and (iv) act as Receivable Bailee on and after any transfer of
duties of Receivable Bailee to the Custodian pursuant to Section 2.9(c).

      The Custodian, upon receipt of all resolutions, certificates, statements,
opinions, reports, documents, orders or other instruments furnished to the
Custodian that shall be specifically required to be furnished pursuant to any
provision of this Agreement, shall examine them to determine whether they
conform to the requirements of this Agreement. All the provisions of this
Article XI with regard to the Custodian shall apply equally to the Custodian in
its capacity as the Receivable Bailee.


                                      -104-

<PAGE>

      Upon and after the transfer of duties of the Receivable Bailee to the
Custodian pursuant to Section 2.9(c), the Custodian shall take and maintain
custody of the Receivable Files (except as otherwise provided herein) and the
Schedule of Receivables included as an exhibit to each Originator Assignment and
Seller Assignment and Warehouse Funding Notice and shall retain copies of all
Servicer's Certificates prepared hereunder.

      No provision of this Agreement shall be construed to relieve the Custodian
from liability for its own negligent action, its own negligent failure to act,
or its own bad faith; provided, however, that:

             (i) The duties and obligations of the Custodian shall be determined
      solely by the express provisions of this Agreement, the Custodian shall
      not be liable except for the performance of such duties and obligations as
      shall be specifically set forth in this Agreement, no implied covenants or
      obligations shall be read into this Agreement against the Custodian and,
      in the absence of bad faith on the part of the Custodian, the Custodian
      may conclusively rely on the truth of the statements and the correctness
      of the opinions expressed in any certificates or opinions furnished to the
      Custodian and conforming to the requirements of this Agreement;

            (ii) The Custodian shall not be liable for an error of judgment made
      in good faith by a Custodian Officer, unless it shall be proved that the
      Custodian shall have been negligent in ascertaining the pertinent facts;

           (iii) The Custodian shall not be liable with respect to any action
      taken, suffered, or omitted to be taken in good faith in accordance with
      this Agreement or at the direction of the Administrator, the Relationship
      Bank or the Purchaser in performing any of its duties under this
      Agreement;

            (iv) The Custodian shall not be charged with knowledge of any Event
      of Default, unless a Custodian Officer assigned to the Custodian's Office
      receives written notice of such Event of Default from the Servicer, either
      Seller, any Originator, the Administrator, the Relationship Bank or the
      Purchaser (which notice shall constitute actual knowledge of an Event of
      Default by the Custodian); and

             (v) The Custodian shall not be liable for any action taken,
      suffered or omitted by it in good faith and reasonably believed by it to
      be authorized or within the rights or duties conferred upon it by this
      Agreement.


                                      -105-

<PAGE>

      The Custodian shall not be required to expend or risk its own funds or
otherwise incur financial liability in the performance of any of its duties
hereunder if there shall be reasonable grounds for believing that the repayment
of such funds or adequate indemnity against such risk or liability shall not be
reasonably assured to it, and none of the provisions contained in this Agreement
shall in any event require the Custodian to perform, or be responsible for the
manner of performance of, any of the obligations of any of the Seller Parties
under this Agreement or any other Related Documents except during such time, if
any, as the Custodian shall be the successor to, and be vested with the rights,
duties, powers, and privileges of, the Servicer in accordance with the terms of
this Agreement, and then only to the extent of such rights, duties, powers and
privileges of the Servicer.

      Except for actions expressly authorized by this Agreement, the Custodian
shall take no action reasonably likely to impair the security interests created
or existing under any Receivable or Financed Vehicle or to impair the value of
any Receivable or Financed Vehicle.

      All information obtained by the Custodian regarding the Obligors and the
Receivables, whether upon the exercise of its rights under this Agreement or
otherwise, shall be maintained by the Custodian in confidence and shall not be
disclosed to any other Person, unless such disclosure is required by this
Agreement or any applicable law or regulation.

      SECTION 11.2. [Reserved].

      SECTION 11.3. Certain Matters Affecting Custodian. Except as otherwise
provided in Section 11.1:

            (i) The Custodian may rely and shall be protected in acting or
      refraining from acting upon any resolution, Officer's Certificate,
      Servicer's Certificate, Data Report, certificate of auditors, or any other
      certificate, statement, instrument, opinion, report, notice, request,
      consent, order, appraisal, bond, or other paper or document believed by it
      to be genuine and to have been signed or presented by the proper party or
      parties.

            (ii) The Custodian may consult with counsel and any Opinion of
      Counsel shall be full and complete authorization and protection in respect
      of any action taken or suffered or omitted by it under this Agreement in
      good faith and in accordance with such Opinion of Counsel.

            (iii) The Custodian shall be under no obligation to exercise any of
      the rights or powers vested in it by this


                                      -106-

<PAGE>

      Agreement, or to institute, conduct, or defend any litigation under this
      Agreement or in relation to this Agreement, at the request, order or
      direction of the Purchaser, the Relationship Bank or the Administrator
      pursuant to the provisions of this Agreement, unless the Purchaser, the
      Relationship Bank or the Administrator shall have offered to the Custodian
      reasonable security or indemnity against the costs, expenses, and
      liabilities that may be incurred therein or thereby.

            (iv) The Custodian shall not be bound to make any investigation into
      the facts of matters stated in any resolution, certificate, statement,
      instrument, opinion, report, notice, request, consent, order, approval,
      bond, or other paper or document (other than for its duties pursuant to
      Section 2.9), unless requested in writing to do so by the Administrator,
      the Relationship Bank or the Purchaser; provided, however, that if the
      payment within a reasonable time to the Custodian of the costs, expenses,
      or liabilities likely to be incurred by it in the making of such
      investigation shall be, in the opinion of the Custodian, not reasonably
      assured to the Custodian by the security afforded to it by the terms of
      this Agreement, the Custodian may require reasonable indemnity against
      such cost, expense, or liability as a condition to so proceeding. The
      reasonable expense of every such examination shall be paid by the Person
      making such request or, if paid by the Custodian, shall be reimbursed by
      the Person making such request upon demand. Nothing in this clause (iv)
      shall affect the obligation of the Servicer to observe any applicable law
      prohibiting disclosure of information regarding the Obligors.

             (v) The Custodian may perform any duties under this Agreement
      either directly or by or through agents or attorneys or a sub-custodian.
      The Custodian shall not be responsible for any misconduct or negligence of
      any such agent or sub-custodian appointed with due care by it hereunder or
      of the Servicer in its capacity as Servicer or Receivable Bailee.

            (vi) Except as may be required by Sections 2.9 and 11.1, subsequent
      to the sale of the Receivables by either Seller to the Custodian, the
      Custodian shall have no duty of independent inquiry and the Custodian may
      rely upon the representations and warranties and covenants of the Sellers
      and the Servicer contained in this Agreement with respect to the
      Receivables and the Receivable Files.


                                      -107-

<PAGE>

           (vii) The Custodian may rely, as to factual matters relating to each
      Seller or the Servicer, on an Officer's Certificate of such Seller or
      Servicer, respectively.

          (viii) The Custodian shall not be required to take any action or
      refrain from taking any action under this Agreement or any Related
      Documents, nor shall any provision of this Agreement or any Related
      Document be deemed to impose a duty on the Custodian to take action, if
      the Custodian shall have been advised by counsel in an Opinion of Counsel
      that such action is contrary to (i) the terms of this Agreement, (ii) any
      such Related Document or (iii) law.

      SECTION 11.4. Custodian Not Liable for Agreement or Receivables. The
recitals contained herein shall be taken as the statements of each Seller or the
Servicer, as the case may be, and the Custodian assumes no responsibility for
the correctness thereof. The Custodian shall make no representations as to the
validity or sufficiency of this Agreement or of any Receivable or related
document. The Custodian shall at no time have any responsibility or liability
for or with respect to the legality, validity, and enforceability of any
security interest in any Financed Vehicle or any Receivable, or the perfection
and priority of such a security interest or the maintenance of any such
perfection and priority, or for or with respect to the efficacy of the Purchaser
or its ability to generate the payments to be distributed to the Purchaser under
this Agreement, including, without limitation: the existence, condition,
location, and ownership of any Financed Vehicle; the existence and
enforceability of any physical damage insurance thereon; except as required by
Section 2.9, the existence, contents and completeness of any Receivable or any
Receivable File or any computer or other record thereof; the validity of the
assignment of any Receivable to the Purchaser or of any intervening assignment;
except as required by Section 2.9, the performance or enforcement of any
Receivable; the compliance by either Seller or the Servicer with any warranty or
representation made under this Agreement or in any related document and the
accuracy of any such warranty or representation prior to the Custodian's receipt
of notice or other discovery of any noncompliance therewith or any breach
thereof; any investment of monies by or at the direction of the Servicer or the
Administrator or any loss resulting therefrom (it being understood that the
Custodian shall remain responsible for any Purchased Assets that it may hold);
the acts or omissions of either Seller, the Servicer, or any Obligor; any action
of the Servicer taken in the name of the Custodian; or any action by the
Custodian taken at the instruction of the Servicer; provided, however, that the
foregoing shall not relieve the Custodian of its obligation to perform its
duties under this Agreement. Except with respect to a claim based on the failure
of the Custodian to perform its duties under this Agreement or


                                      -108-

<PAGE>

based on the Custodian's negligence or willful misconduct, no recourse shall be
had for any claim based on any provision of this Agreement, or any Receivable or
assignment thereof against the Custodian in its individual capacity, the
Custodian shall not have any personal obligation, liability, or duty whatsoever
to the Purchaser or any other Person with respect to any such claim, and any
such claim shall be asserted solely against any Seller or the Servicer or any
indemnitor who shall furnish indemnity as provided in this Agreement. The
Custodian shall not be accountable for the use or application by the Sellers or
the Servicer of any funds paid to the Sellers or the Servicer in respect of the
Receivables.

      SECTION 11.5. Other Transactions. The Custodian in its individual or any
other capacity may deal with the Sellers and the Servicer in banking
transactions and other financial transactions with the same rights as it would
have if it were not Custodian.

      SECTION 11.6. Indemnity of Custodian. The Servicer shall indemnify the
Custodian for, and hold it harmless against, any loss, liability, or expense
incurred without willful misfeasance, negligence, or bad faith on its part,
arising out of or resulting from the performance by the Custodian of its duties
hereunder, including the costs and expenses of defending itself against any
claim or liability in connection with the performance of any of its duties under
this Agreement. Additionally each Seller, pursuant to Section 7.2, shall
indemnify the Custodian with respect to certain matters, the Servicer, pursuant
to Section 8.2, shall indemnify the Custodian with respect to certain matters,
and the Purchaser, pursuant to Section 11.4 shall, upon the circumstances
therein set forth, indemnify the Custodian under certain circumstances. The
provisions of this Section 11.6 shall survive the termination of this Agreement.

      SECTION 11.7. Eligibility Requirements for Custodian. The Custodian under
this Agreement shall at all times be organized and doing business under the laws
of the United States of America any State thereof or the District of Columbia;
authorized under such laws to exercise corporate trust powers; having a combined
capital and surplus of at least $50,000,000 and subject to supervision or
examination by Federal or State authorities; and having a rating, both with
respect to long-term and short-term unsecured obligations, of not less than
investment grade by the Rating Agencies. If such corporation shall publish
reports of condition at least annually, pursuant to law or to the requirements
of the aforesaid supervising or examining authority, then for the purpose of
this Section 11.7, the combined capital and surplus of such corporation shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. In case at any time the


                                      -109-

<PAGE>

Custodian shall cease to be eligible in accordance with the provisions of this
Section 11.7, the Custodian shall resign immediately in the manner and with the
effect specified in Section 11.8.

      SECTION 11.8. Resignation or Removal of Custodian. The Custodian may at
any time resign and be discharged from the trusts hereby created by giving 30
days' prior written notice thereof to the Servicer. Upon receiving such notice
of resignation, with the prior written consent of the Administrator, the
Servicer shall promptly appoint a successor Custodian by written instrument, in
duplicate, one copy of which instrument shall be delivered to the resigning
Custodian and one copy to the successor Custodian. If no successor Custodian
shall have been so appointed and have accepted appointment within 30 days after
the giving of such notice of resignation, the resigning Custodian may petition
any court of competent jurisdiction for the appointment of a successor
Custodian.

      If at any time the Custodian shall cease to be eligible in accordance with
the provisions of Section 11.7 and shall fail to resign after written request
therefor by the Servicer, or if at any time the Custodian shall be legally
unable to act, or shall be adjudged bankrupt or insolvent, or a receiver,
conservator or liquidator of the Custodian or of its property shall be
appointed, or any public officer shall take charge or control of the Custodian
or of its property or affairs for the purpose of rehabilitation, conservation or
liquidation, then the Administrator or the Servicer, with the consent of the
Administrator, may remove the Custodian. If the Administrator or the Servicer
shall remove the Custodian under the authority of the immediately preceding
sentence, the Servicer shall promptly appoint a successor Custodian by written
instrument, in duplicate, one copy of which instrument shall be delivered to the
Custodian so removed and one copy to the successor Custodian, and pay all fees
owed to the outgoing Custodian.

      Any resignation or removal of the Custodian and appointment of a successor
Custodian pursuant to any of the provisions of this Section 11.8 shall not
become effective until acceptance of appointment by the successor Custodian
pursuant to Section 11.9 and payment of all fees and expenses owed to the
outgoing Custodian.

      SECTION 11.9. Successor Custodian. Any successor Custodian appointed
pursuant to Section 11.8 shall execute, acknowledge, and deliver to the
Servicer, the Administrator and to its predecessor Custodian an instrument
accepting such appointment under this Agreement, and thereupon the resignation
or removal of the predecessor Custodian shall become effective and such
successor Custodian, without any further act, deed or conveyance,


                                      -110-

<PAGE>

shall become fully vested with all the rights, duties, and obligations of its
predecessor under this Agreement, with like effect as if originally named as
Custodian. The predecessor Custodian shall upon payment of its fees and expenses
deliver to the successor Custodian all documents and statements and monies held
by it under this Agreement; and the Servicer and the predecessor Custodian shall
execute and deliver such instruments and do such other things as may reasonably
be required for fully and certainly vesting and confirming in the successor
Custodian all such rights, duties, and obligations.

      No successor Custodian shall accept appointment as provided in this
Section 11.9 unless at the time of such acceptance such successor Custodian
shall be eligible pursuant to Section 11.7.

      SECTION 11.10. Merger or Consolidation of Custodian. Any corporation into
which the Custodian may be merged or converted or with which it may be
consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Custodian shall be a party, or any corporation
succeeding to all or substantially all of the corporate trust business of the
Custodian, shall be the successor of the Custodian hereunder, provided such
corporation shall be eligible pursuant to Section 11.8, without the execution or
filing of any instrument or any further act on the part of any of the parties
hereto, anything herein to the contrary notwithstanding; provided further that
the Custodian shall mail notice of such merger or consolidation to the Rating
Agencies.

      SECTION 11.11. Co-Custodian. Notwithstanding any other provisions of this
Agreement, at any time, for the purpose of meeting any legal requirements of any
jurisdiction in which any part of the Purchased Assets or any Financed Vehicle
may at the time be located, the Servicer, the Administrator and the Custodian
acting jointly shall execute and deliver all instruments to appoint one or more
persons approved by the Custodian to act as co-custodian, jointly with the
Custodian, or separate custodian, with respect to all or any part of the
Purchased Assets, and to vest in such Person, in such capacity and for the
benefit of the Purchaser and the Administrator, such rights, duties and
obligations, as the Servicer, the Administrator and the Custodian may consider
necessary or desirable. If the Servicer and the Administrator shall not have
joined in such appointment within 15 days after the receipt by it of a request
so to do, or in the case an Event of Default shall have occurred and be
continuing, the Custodian alone shall have the power to make such appointment.
No co-custodian or separate custodian under this Agreement shall be required to
meet the terms of eligibility as a successor trustee pursuant to Section 11.8,
except as to the rating requirements set forth therein.


                                      -111-

<PAGE>

      Each separate custodian and co-custodian shall, to the extent permitted by
law, be appointed and act subject to the following provisions and conditions:

             (i) All rights, duties and obligations conferred or imposed upon
      the Custodian shall be conferred upon and exercised or performed by the
      Custodian and such separate custodian or co-custodian jointly (it being
      understood that such separate custodian or co-custodian is not authorized
      to act separately without the Custodian joining in such act), except to
      the extent that under any law of any jurisdiction in which any particular
      act or acts are to be performed (whether as Custodian under this Agreement
      or as successor to the Servicer under this Agreement), the Custodian shall
      be incompetent or unqualified to perform such act or acts, in which event
      such rights, duties, and obligations shall be exercised and performed
      singly by such separate custodian or co-custodian, but solely at the
      direction of the Custodian;

            (ii) No custodian under this Agreement shall be personally liable by
      reason of any act or omission of any other custodian under this Agreement;
      and

           (iii) The Administrator and the Custodian acting jointly may, at any
      time accept the resignation of or remove any separate custodian or
      co-custodian.

      Any notice, request or other writing given to the Custodian shall be
deemed to have been given to each of the other then separate custodians and
co-custodian, as effectively as if given to each of them. Every instrument
appointing any separate custodian or co-custodian shall refer to this Agreement
and the conditions of this Article XI. Each separate custodian and co-custodian,
upon its acceptance of the rights, duties and obligations specified in its
instrument of appointment, shall be vested with such rights, duties and
obligations, either jointly with the Custodian or separately, as may be provided
therein, subject to all the provisions of this Agreement, specifically including
every provision of this Agreement relating to the conduct of, affecting the
liability of, or affording protection to, the Custodian. Each such instrument
shall be filed with the Custodian and a copy thereof given to the Servicer.

      Any separate custodian or co-custodian may at any time appoint the
Custodian its agent or attorney-in-fact with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate custodian or
co-custodian shall die, become incapable of acting, resign or be removed, all of
its rights, and duties shall vest in and be


                                      -112-

<PAGE>

exercised by the Custodian, to the extent permitted by law, without the
appointment of a new or successor custodian.

      SECTION 11.12. Representations and Warranties of Custodian. The Custodian
makes the following representations and warranties on which each Seller, the
Administrator and Purchaser shall rely:

             (i) The Custodian is a banking corporation duly organized, validly
      existing and in good standing under the laws of its place of
      incorporation.

            (ii) The Custodian has full corporate power, authority and legal
      right to execute, deliver and perform this Agreement and has taken all
      necessary action to authorize the execution, delivery and performance by
      it of this Agreement.

           (iii) This Agreement has been duly executed and delivered by the
      Custodian and constitutes a legal, valid and binding obligation of the
      Custodian in accordance with its terms.

      SECTION 11.13. No Bankruptcy Petition. BONY covenants and agrees that
prior to the date which is one year and one day after the payment in full of all
securities issued by a Seller or by a trust for which such Seller was the
depositor it will not institute against, or join any other Person in instituting
against, such Seller or such trust any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings, or other proceedings under any Federal or
State bankruptcy or similar law.

                                   ARTICLE XII

                      The Administrator; Relationship Bank

      SECTION 12.1. Authorization and Action. Pursuant to separate agreements
with the Administrator and the Relationship Bank, Purchaser has appointed and
authorized the Administrator and the Relationship Bank (or their respective
designees) to take such actions as agent on its behalf and to exercise such
powers under this Agreement as are delegated to the Administrator or the
Relationship Bank by the terms hereof, together with such powers as are
reasonably incidental thereto.

      SECTION 12.2. Administrator's and Relationship Bank's Reliance, Etc. The
Administrator, the Relationship Bank and their directors, officers, agents or
employees shall not be liable for any action taken or omitted to be taken by it
or them under or in connection with the Related Documents (including,


                                      -113-

<PAGE>

without limitation, the servicing, administering or collecting Receivables as
Servicer pursuant to Section 8.1), except for its or their own gross negligence
or willful misconduct. Without limiting the generality of the foregoing, each of
the Administrator and the Relationship Bank: (a) may consult with legal counsel
(including counsel for Sellers), independent certified public accountants and
other experts selected by it and shall not be liable for any action taken or
omitted to be taken in good faith by it in accordance with the advice of such
counsel, accountants or experts; (b) makes no warranty or representation to
Purchaser or any other holder of any interest in Receivables and shall not be
responsible to Purchaser or any such other holder for any statements, warranties
or representations made by any Seller Party in or in connection with any Related
Document; (c) shall not have any duty to ascertain or to inquire as to the
performance or observance of any of the terms, covenants or conditions of any
Related Document on the part of any Seller Party or to inspect the property
(including the books and records) of any Seller Party; (d) shall not be
responsible to Purchaser or any other holder of any interest in Receivables for
the due execution, legality, validity, enforceability, genuineness, sufficiency
or value of any Related Document; and (e) shall incur no liability under or in
respect of this Agreement by acting upon any notice (including notice by
telephone), consent, certificate or other instrument or writing (which may be by
facsimile or telex) believed by it to be genuine and signed or sent by the
proper party or parties.

      SECTION 12.3. State Street Capital and State Street Bank and Affiliates.
State Street Capital and State Street Bank and any of their respective
Affiliates may generally engage in any kind of business with any Seller Party or
any Obligor, any of their respective Affiliates and any Person who may do
business with or own securities of any Seller Party or any Obligor or any of
their respective Affiliates, all as if State Street Capital and State Street
Bank were not the Administrator and the Relationship Bank, respectively, and
without any duty to account therefor to Purchaser or any other holder of an
interest in Receivables.

                                  ARTICLE XIII

                       Assignment Of Purchaser's Interest

      SECTION 13.1. Restrictions on Assignments.

      (a) Each of each Seller, the Servicer (except as otherwise provided in
this Agreement) and State Street Bank, individually or as the Relationship Bank,
may not assign its rights, or delegate its duties hereunder or any interest
herein without the


                                      -114-

<PAGE>

prior written consent of the Administrator. The Purchaser may not assign its
rights hereunder or the Purchased Assets (or any portion thereof) to any Person
without the prior written consent of each Seller, which consent shall not be
unreasonably withheld; provided, however, that

             (i) The Purchaser may assign all of its rights and interests in the
      Related Documents, together with all its interest in the Purchased Assets,
      to State Street Capital or State Street Bank, or both, or any Affiliate of
      either of them, or to any "bankruptcy remote" special purpose entity the
      business of which is administered by State Street Capital or any Affiliate
      of State Street Capital (which assignee shall then be subject to this
      Article XIII); and

            (ii) The Purchaser may assign and grant a security interest in all
      of its rights in the Related Documents, together with all of its rights
      and interest in the Purchased Assets, to the Program Collateral Agent, to
      secure Purchaser's obligations under or in connection with the Commercial
      Paper Notes, the Liquidity Agreement, the Credit Agreement and any letter
      of credit issued thereunder, and certain other obligations of the
      Purchaser incurred in connection with the funding of the Purchases
      hereunder, which assignment and grant of a security interest (and any
      subsequent assignment by the Program Collateral Agent) shall not be
      considered an "assignment" for purposes of this Section 13.1 or, prior to
      the enforcement of such security interest, for purposes of any other
      provision of this Agreement.

      (b) Each Seller agrees to advise the Administrator within five Business
Days after notice to such Seller of any proposed assignment by the Purchaser of
the Purchased Assets (or any portion thereof), not otherwise permitted under
subsection (a), of such Seller's consent or non-consent to such assignment, and
if it does not consent, the reasons therefor. If such Seller does not consent to
such assignment, Purchaser may immediately assign such Purchased Assets (or any
portion thereof) to State Street Capital, State Street Bank or any Affiliate of
State Street Capital or State Street Bank. All of the aforementioned assignments
shall be upon such terms and conditions as the Purchaser and the assignee may
mutually agree.

      SECTION 13.2. Rights of Assignee. Upon any assignment by the Purchaser in
accordance with this Article XIII, the assignee receiving such assignment shall
have all of the rights of the Purchaser with respect to the Related Documents
and the Purchased Assets (or such portion thereof as has been assigned).


                                      -115-

<PAGE>

      SECTION 13.3. Evidence of Assignment. Any assignment of the Purchased
Assets (or any portion thereof) to any Person may be evidenced by such
instrument(s) or document(s) as may be satisfactory to the Purchaser, the
Administrator and the assignee.

      SECTION 13.4. Rights of Program Collateral Agent. Each Seller hereby
agrees that, upon notice to such Seller, the Program Collateral Agent may
exercise all the rights of the Purchaser and the Administrator hereunder, with
respect to the Purchased Assets (or any portions thereof), and collections with
respect thereto, which are owned by the Purchaser, and all other rights and
interests of the Purchaser in, to or under this Agreement or any other Related
Document.

                                   ARTICLE XIV

                                   Termination

      SECTION 14.1. Termination. The respective obligations and responsibilities
of each Seller, the Servicer, and the Custodian created hereby shall terminate
upon the payment to the Purchaser of all amounts required to be paid to it
pursuant to this Agreement (including all amounts required to reduce the
Purchaser's Investment to zero), payment in full of all Obligations, and the
expiration of the longest of any preference period related to any of the
foregoing. The Servicer shall promptly notify the Custodian and the
Administrator of any prospective termination pursuant to this Section 14.1.

      SECTION 14.2. Optional Purchase of Receivables. On the last day of any
Collection Period as of which the Loan Tranche Balance of any Loan Tranche other
than the Warehouse Loan Tranche shall be less than or equal to 10% multiplied by
the Principal Balance included in such Loan Tranche as of the relevant Cut-Off
Date with respect thereto, the applicable Seller shall have the option to
purchase from the Purchaser, without recourse (except for a representation and
warranty by the Purchaser that upon such transfer such Receivables are free of
any Lien created by the Purchaser) the remaining Receivables in such Loan
Tranche, for a purchase price equal to the sum of the Purchaser's Tranche
Investment of such Loan Tranche, accrued and unpaid Earned Discount with respect
thereto, and all Obligations, if any, attributable or allocable to such Loan
Tranche as reasonably determined by the Administrator; provided, however, that
such Seller may not effect any such purchase unless the Purchaser, the
Relationship Bank and the Administrator shall have received an Opinion of
Counsel to the effect that such purchase would not constitute a fraudulent
conveyance. To exercise such option such Seller shall deposit pursuant to
Section 4.5 in the Collection


                                      -116-

<PAGE>

Account an amount equal to the purchase price described above on the Business
Day next preceding the Distribution Date following such Collection Period.

                                   ARTICLE XV

                            Miscellaneous Provisions

      SECTION 15.1. Amendment, Etc. No amendment or waiver of any provision of
this Agreement nor consent to any departure by either Seller therefrom shall in
any event be effective unless the same shall be in writing and signed by (a) all
the parties hereto (with respect to any amendment), or (b) the party or parties
granting any waiver or consent or each Seller (with respect to a waiver or
consent by it), as the case may be, and then such waiver or consent shall be
effective only in the specific instance and for the specific purpose for which
given. The parties acknowledge that, before entering into such an amendment or
granting such a waiver or consent, the Purchaser may also be required to obtain
the approval of some or all of the Liquidity Banks or the Credit Bank or to
obtain confirmation from certain Rating Agencies that such amendment, waiver or
consent will not result in a withdrawal or reduction of the ratings of the
Commercial Paper Notes.

      SECTION 15.2. Protection of Title to Purchased Assets. (a) The Sellers
and/or the Servicer 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 Purchaser and the Custodian in the Receivables and in the
proceeds thereof. The Sellers and/or the Servicer shall deliver (or cause to be
delivered) to the Administrator file-stamped copies of, or filing receipts for,
any document filed as provided above, as soon as available following such
filing. Each Seller shall cooperate fully with the Purchaser and the
Administrator in connection with the obligations set forth above and will
execute any and all documents reasonably required to fulfill the intent of this
Section 15.2.

      (b) Each of each Seller and Servicer shall not change its name, identity,
or corporate structure unless it shall give the Administrator at least thirty
(30) days prior written notice of such change and shall promptly file
appropriate amendments to all previously filed financing statements or
continuation statements and take such actions as the Administrator may
reasonably require to maintain the perfection of the Purchaser's interests in
the Receivables and the other Purchased Assets.


                                      -117-

<PAGE>

      (c) Each of each Seller and Servicer shall not change the address of its
chief executive office unless it shall give the Administrator at least thirty
(30) days prior written notice thereof, and 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 or similar instrument, or the taking of any other action to
maintain the perfection of the Purchaser's interests in the Receivables and the
other Purchased Assets, then such Seller or Servicer, as applicable, shall,
before the effectiveness of such change, file any such amendment or new
financing statement or take such other action.

      (d) The Servicer shall maintain accounts and records as to each Receivable
accurately and in sufficient detail to permit (i) the reader thereof to know at
any time the status of such Receivable, including payments and recoveries made
and payments owing (and the nature of each) and (ii) reconciliation between
payments or recoveries on (or with respect to) each Receivable and the amounts
from time to time deposited in the Collection Account 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 to the Purchaser,
the Servicer's master computer records (including any back-up archives) that
refer to a Receivable shall indicate clearly the interest of Clipper Receivables
Corporation in such Receivable and that such Receivable is owned by the
Purchaser. Indication of the Purchaser's ownership of a Receivable shall be
deleted from or modified on the Servicer's computer systems when, and only when,
such Receivable shall have been paid in full or repurchased.

      (f) If at any time either Seller or the Servicer shall propose to sell,
grant a security interest in, or otherwise transfer any interest in automobile
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 back-up
archives) that, if they shall refer in any manner whatsoever to any Receivable,
shall indicate clearly that such Receivable has been sold to and is owned by the
Custodian.

      (g) The Servicer shall permit the Custodian and the Administrator and its
agents at their sole cost and expense, and 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 the Servicer shall furnish to the Custodian or to the
Administrator, within five Business Days, a


                                      -118-

<PAGE>

list of all Receivables (by contract number and name of Obligor) then held as
part of the Purchaser, 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 Purchaser.

      (i) The Servicer shall deliver to the Custodian and the Administrator,
annually after the execution and delivery of this Agreement, 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 Purchaser 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 (A) or (B) 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.

      SECTION 15.3. Execution in Counterparts. For the purpose of facilitating
the execution of this Agreement and for other purposes, this Agreement may be
executed simultaneously in any number of counterparts, each of which
counterparts shall be deemed to be an original, and all of which counterparts
shall constitute but one and the same instrument.

      SECTION 15.4. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS,
AND REMEDIES OF THE PARTIES UNDER THIS AGREEMENT SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.

      SECTION 15.5. Notices. All notices and other communications provided for
hereunder shall, unless otherwise stated herein, be in writing (including
facsimile communication) and shall be personally delivered or sent by express
mail or courier or by certified mail, postage prepaid, or by facsimile, to the
intended party at the address or facsimile number of such party set forth under
its name on the signature pages hereof or at such other address or facsimile
number as shall be designated by such party in a written notice to the other
parties hereto. All such notices and communications shall be effective, (a) if
personally delivered or sent by express mail or courier or if sent by certified
mail, when received, and (b) if transmitted by facsimile, when sent, receipt
confirmed by telephone or electronic means.


                                      -119-

<PAGE>

      SECTION 15.6. Severability of Provisions. If any one or more of the
covenants, agreements, provisions, or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions, or
terms shall be deemed severable from the remaining covenants, agreements,
provisions, or terms of this Agreement and shall in no way affect the validity
or enforceability of the other provisions of this Agreement.

      SECTION 15.7. Assignment. Notwithstanding anything to the contrary
contained herein, except as provided in Sections 8.3 and 9.3 and as provided in
the provisions of this Agreement concerning the resignation of the Servicer,
this Agreement may not be assigned by either Seller or the Servicer without the
prior written consent of the Administrator, the Custodian and the Purchaser.

      SECTION 15.8. Nonpetition Covenants. (a) Each of each Seller, Servicer,
Oxford and BONY shall not petition or otherwise invoke the process of any court
or government authority for the purpose of commencing or sustaining a case
against the Purchaser 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 Purchaser or any substantial part
of its property, or ordering the winding up or liquidation of the affairs of the
Purchaser, for at least one year and one day after the latest commercial paper
note issued by the Purchaser is paid.

      (b) Oxford shall not, nor shall it cause or permit either Seller to,
petition or otherwise invoke the process of commencing or sustaining a case
against such Seller under any Federal or State bankruptcy, insolvency or similar
law or appointing a receiver, liquidator, assignee, trustee, custodian,
sequestrator or other similar official of such Seller or any substantial part of
its property, or ordering the winding up or liquidation of the affairs of such
Seller, for at least one year and one day after the Final Payout Date.

      SECTION 15.9. Third Party Beneficiaries. Except as otherwise specifically
provided herein with respect to Indemnified Parties and Affected Parties, the
parties to this Agreement hereby manifest their intent that no third party shall
be deemed a third party beneficiary of this Agreement, and specifically that the
Obligors are not third party beneficiaries of this Agreement.

      SECTION 15.10. Agent for Service. Each Seller hereby designates CT
Corporation System, 1633 Broadway, New York, New York 10019 ((212)-644-1666) as
agent for service of process in all matters pertaining to such Seller in New
York.


                                      -120-

<PAGE>

      SECTION 15.11. Seller Obligations Joint and Several; Agreement Binding on
Either Seller Individually. (a) Notwithstanding anything to the contrary herein
or in any other Related Document, all obligations of the Sellers hereunder shall
be a joint and several; provided, that any amount paid by one Seller on behalf
of the other Seller shall be repaid after all other amounts from time to time
owing under this Agreement and the Related Documents have been paid in full.

      (b) Subject to applicable provisions herein (including, without limitation
Article X), if either the Contribution Agreement or the First Tier Loan Purchase
Agreement shall cease to exist, expire, or otherwise terminate, or if either
Seller shall cease to exist, expire or otherwise terminate its existence, this
Agreement shall continue to be in full force and effect and shall apply to such
other agreement and/or other Seller, as the case may be, and all other parties
hereto until such time as this Agreement terminates pursuant to its terms.

      SECTION 15.12. Confidentiality of Seller Information.

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

             (i) any information regarding, or copies of, any non-public
      financial statements, reports and other information furnished by any
      Seller Party to the Purchaser, the Administrator, the Custodian or the
      Relationship Bank pursuant hereto, or

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

(the information referred to in clauses (i) and (ii) above, whether furnished by
any Seller Party or any attorney for or other representative of such Seller
Party, is collectively referred to as the "Seller Information"; provided,
however, "Seller Information" shall not include any information which is or
becomes generally available to the general public or to such party on a
nonconfidential basis from a source other than any Seller Party or its
representative, or which was known to such party on a nonconfidential basis
prior to its disclosure by any Seller Party or its representative.


                                      -121-

<PAGE>

      (b) Disclosure. Notwithstanding subsection (a), each party may disclose
any Seller Information:

            (i) to any of such party's independent attorneys, consultants and
      auditors, and to each Liquidity Bank, the Credit Bank, any dealer or
      placement agent for the Purchaser's commercial paper, and any actual or
      potential assignees of, or participants in, any of the rights or
      obligations of the Purchaser, any Liquidity Bank, the Credit Bank, the
      Administrator or the Relationship Bank under or in connection with this
      Agreement, who (A) in the good faith belief of such party, have a need to
      know such Seller Information, (B) are informed by such party of the
      confidential nature of the Seller Information and the terms of this
      Section 15.12, and (C) are subject to confidentiality restrictions
      generally consistent with this Section 15.12,

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

            (iii) to any other party to this Agreement, for the purposes
      contemplated hereby,

            (iv) in the case of information regarding the nature of this
      Agreement and the Related Documents, the basic terms hereof and thereof
      (including without limitation the amount and nature of the Purchaser's
      commitment and Purchaser's Investment with respect to the Purchased Assets
      and of the credit enhancement provided to the Purchaser hereunder), the
      nature, amount and status of the Receivables, the current and/or
      historical Delinquency Rates and Net Loss Rates or similar data with
      respect to the Receivables, and such other information as may be required
      to be disclosed, in the Administrator's reasonable judgement, under
      securities laws applicable to the Purchaser, to any actual or prospective
      purchasers or holders of commercial paper or other securities issued by
      the Purchaser.

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

            (vi) subject to subsection (c), in the event such party is legally
      compelled (by interrogatories, requests for information or copies,
      subpoena, civil investigative demand or similar process) to disclose such
      Seller Information.


                                      -122-

<PAGE>

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

             (i) provide each Seller and the Servicer with prompt written notice
      so that (A) any Seller Party may seek a protective order or other
      appropriate remedy, or (B) both Sellers and/or the Servicer may, if they
      so choose, agree that such party (or its representatives) may disclose
      such Seller Information pursuant to such request or legal compulsion; and

            (ii) unless both Sellers or the Servicer agrees that such Seller
      Information may be disclosed, make a timely objection to the request or
      compulsion to provide such Seller Information on the basis that such
      Seller Information is confidential and subject to the agreements contained
      in this Section 15.12.

In the event such protective order or remedy is not obtained, or both Sellers or
the Servicer waives compliance with the provisions of this Section 15.12, such
party will furnish only that portion of the Seller Information which (in such
party's good faith judgment) is legally required to be furnished and will
exercise reasonable efforts to obtain reliable assurance that confidential
treatment will be afforded the Seller Information.

      (d) This Section 15.12 shall survive termination of this Agreement.

      SECTION 15.13. Confidentiality of Program Information.

      (a) Confidential Information. Each party hereto acknowledges that State
Street Capital regards the structure of the transactions contemplated by this
Agreement to be proprietary, and each such party severally agrees that:

             (i) it will not disclose without the prior consent of State Street
      Capital (other than to the directors, employees, auditors, counsel or
      affiliates (collectively, "representatives")) of such party, each of whom
      shall be informed by such party of the confidential nature of the
      Information (as defined below) and of the terms of this Section 15.13, (A)
      any information regarding the pricing in, or copies of, this Agreement or
      any Related Document or any transaction contemplated hereby or thereby,
      (B) any information regarding the organization, business or


                                      -123-

<PAGE>

      operations of the Purchaser generally or the services performed by the
      Administrator or the Relationship Bank for the Purchaser, or (C) any
      information which is furnished by State Street Capital or State Street
      Bank to such party and which is designated by State Street Capital or
      State Street Bank to such party in writing or otherwise as confidential or
      not otherwise available to the general public (the information referred to
      in clauses (A), (B) and (C) is collectively referred to as the "Program
      Information"); provided, however, that such party may disclose any such
      Program Information (I) to any other party to this Agreement for the
      purposes contemplated hereby or thereby, (II) as may be required by any
      municipal, state, federal or other regulatory body having or claiming to
      have jurisdiction over such party, (III) in order to comply with any law,
      order, regulation, regulatory request or ruling applicable to such party,
      or (IV) subject to subsection (c), in the event such party is legally
      compelled (by interrogatories, requests for information or copies,
      subpoena, civil investigative demand or similar process) to disclose any
      such Program Information;

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

           (iii) it will, upon demand, return (and cause each of its
      representatives to return) to State Street Capital or State Street Bank,
      all documents or other written material received from State Street Capital
      or State Street Bank, as the case may be, in connection with (a)(i)(B) or
      (C) above and all copies thereof made by such party which contain the
      Program Information.

      (b) Availability of Confidential Information. This Section 15.13 shall be
inoperative as to such portions of the Program Information which are or become
generally available to the public or such party on a nonconfidential basis from
a source other than State Street Capital or State Street Bank or were known to
such party on a nonconfidential basis prior to its disclosure by State Street
Capital or State Street Bank.

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


                                      -124-

<PAGE>

             (i) provide State Street Capital with prompt written notice so that
      State Street Capital or State Street Bank may seek a protective order or
      other appropriate remedy and/or waive compliance with the provisions of
      this Section 15.13; and

            (ii) unless State Street Capital or State Street Bank waives
      compliance by such party with the provisions of this Section 15.13, make a
      timely objection to the request or confirmation to provide such Program
      Information on the basis that such Program Information is confidential and
      subject to the agreements contained in this Section 15.13.

In the event that such protective order or other remedy is not obtained, or
State Street Capital or State Street Bank waives compliance with the provisions
of this Section 15.13, such party will furnish only that portion of the Program
Information which (in such party's good faith judgment) is legally required to
be furnished and will exercise reasonable efforts to obtain reliable assurance
that confidential treatment will be accorded the Program Information.

      (d) Survival. This Section 15.13 shall survive termination of this
Agreement.

      SECTION 15.14. Waiver Of Jury Trial. EACH OF EACH SELLER AND OXFORD HEREBY
EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO
ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT, ANY OTHER RELATED DOCUMENTS
OR UNDER ANY AMENDMENT, INSTRUMENT OR DOCUMENT DELIVERED OR WHICH MAY BE IN THE
FUTURE BE DELIVERED IN CONNECTION HEREWITH OR ARISING FROM ANY BANKING OR OTHER
RELATIONSHIP EXISTING IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER RELATED
DOCUMENTS AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL NOT BE TRIED
BEFORE A JURY.

      SECTION 15.15. Consent To Jurisdiction; Waiver Of Immunities. EACH OF EACH
SELLER AND OXFORD HEREBY ACKNOWLEDGES AND AGREES THAT:

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


                                      -125-

<PAGE>

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

      SECTION 15.16. No Recourse Against Other Parties. No recourse under any
obligation, covenant or agreement of the Purchaser or any other party hereto
contained in this Agreement shall be had against any stockholder, employee,
officer, director, or incorporator of the Purchaser or such other party,
provided, however, that nothing in this Section 15.16 shall relieve any of the
foregoing Persons from any liability which such Person may otherwise have for
his/her or its gross negligence or willful misconduct.


                                      -126-

<PAGE>

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

                                    CENTREX CAPITAL AUTOMOBILE
                                      ASSETS (NUMBER TWO), INC.,
                                      as Seller


                                    By:_________________________
                                       Name:
                                       Title:

                                       270 South Service Road
                                       Melville, New York 11747
                                       Facsimile No.:  (516) 777-8440
                                       Attention:  President


                                    CENTREX CAPITAL AUTOMOBILE
                                      ASSETS (NUMBER FOUR), INC.,
                                      as Seller


                                    By:_________________________
                                       Name:
                                       Title:

                                       270 South Service Road
                                       Melville, New York 11747
                                       Facsimile No.:  (516) 777-8440
                                       Attention:  President


                                    OXFORD RESOURCES CORP.,
                                     as Servicer


                                    By:____________________________
                                       Name:
                                       Title:

                                       270 South Service Road
                                       Melville, New York 11747
                                       Facsimile No.:  (516) 777-8440
                                       Attention:  President


                                      -127-

<PAGE>

                                    THE BANK OF NEW YORK,
                                      as Custodian
                                      and Standby Servicer


                                    By:_________________________
                                       Name:
                                       Title:

                                       101 Barclay Street
                                       New York, New York 10286
                                       Facsimile No.:  (212) 815-5999
                                       Attention:  Patricia M.F. Russo


                                    CLIPPER RECEIVABLES CORPORATION,
                                      as Purchaser


                                    By:___________________________
                                      Name:
                                      Title:

                                        P.O. Box 4024
                                        Boston, Massachusetts 02101
                                        Facsimile No.: (617) 951-7050
                                        Attention:  R. Douglas Donaldson


                                    STATE STREET BOSTON CAPITAL
                                      CORPORATION, as Administrator


                                    By:____________________________
                                       Name:
                                       Title:

                                       225 Franklin Street
                                       Boston, Massachusetts 02110
                                       Facsimile No.: (617) 350-4020
                                       Attention:  Clipper Funds


                                      -128-

<PAGE>

                                    STATE STREET BANK AND TRUST COMPANY
                                      as Relationship Bank


                                    By:____________________________
                                       Name:
                                       Title:

                                       225 Franklin Street
                                       Boston, Massachusetts 02110
                                       Facsimile No.: (617) 695-9232
                                       Attention:  Clipper Funds


                                      -129-

<PAGE>

                                                                       EXHIBIT E


                            [FORM OF WAREHOUSE NOTE]
                                 PROMISSORY NOTE


                                                              December 4, 1996


                                    CENTREX CAPITAL AUTOMOBILE ASSETS (NUMBER
FOUR), INC., a Delaware corporation ("Centrex Four"), for value received, hereby
promises to pay to State Street Boston Capital Corporation, as Administrator for
Clipper Receivables Corporation, the aggregate outstanding amount of all
Warehouse Fundings made under the Loan Purchase Agreement dated as of March 31,
1995, as amended by the First Amendment thereto dated as of December 14, 1995,
the Second Amendment thereto dated as of March 21, 1996 and the Third Amendment
thereto dated as of December 4, 1996 (as amended, modified or supplemented from
time to time, the "Loan Purchase Agreement"), any Earned Discount thereon, and
any other amounts in respect thereof, as set forth in the Loan Purchase
Agreement. Terms not otherwise defined in this promissory note are defined in
the Loan Purchase Agreement.

                                    The Administrator is authorized pursuant to
the Loan Purchase Agreement to make (or cause to be made) appropriate notations
on the grid attached hereto (or on a continuation of such grid attached hereto
and made a part hereof), or (at the Administrator's option) in the records of
the Administrator, which notations shall evidence, inter alia, the date and the
original principal amount of each Warehouse Funding, the amount of each payment
made on account of such principal amount and the principal amount of each such
Warehouse Funding remaining outstanding. The notations on the grid attached
hereto (and on each such continuation) or in such records, as the case may be,
indicating the outstanding principal amount thereof, of the Warehouse Fundings
shall, in the absence of manifest error, be conclusive evidence of the
outstanding principal amount thereof, but the failure to record any such amount
on the grid (or on such continuation) or in such records shall not limit or
otherwise affect the obligations of Centrex Four hereunder or under the Loan
Purchase Agreement to make payment of the principal of or interest on the
Warehouse Fundings in accordance with the Loan Purchase Agreement or to take any
other action with respect thereto in accordance herewith or with the Loan
Purchase Agreement.

                                    This promissory note is subject to the
provisions of the Loan Purchase Agreement and any amendments, supplements or
modifications thereto from time to time.

<PAGE>

                                    This promissory note shall be governed by,
and construed in accordance with, the laws of the State of New York, without
reference to its conflict of law provisions.

                                               CENTREX CAPITAL AUTOMOBILE
                                               ASSETS (NUMBER FOUR), INC.


                                               By:___________________________
                                                  Name:
                                                  Title:


                                      E-2-

<PAGE>

                                      GRID

                                    This promissory note evidences Warehouse
Fundings made under the within-described Loan Purchase Agreement, on the dates,
in the principal amounts and subject to the payments of principal as set forth
below.

================================================================================
                  Principal                     
                  Amount of      Amount of        Unpaid
                  Warehouse      Principal      Principal
      Date         Funding        Payment         Amount          Notations
      ----        ---------      ---------      ---------         ---------
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                                      E-3-