INSURANCE AND INDEMNITY AGREEMENT among

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INSURANCE AND INDEMNITY AGREEMENT

among

FINANCIAL SECURITY ASSURANCE INC.,

OLYMPIC FINANCIAL LTD.,

OLYMPIC RECEIVABLES FINANCE CORP.,

and

ARCADIA RECEIVABLES CONDUIT CORP.

Dated as of December 3, 1996,

Floating Rate Automobile
Receivables-Backed Notes

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TABLE OF CONTENTS

Page

ARTICLE I

DEFINITIONS; LIMITED RECOURSE

Section 1.01. Definitions . . . . . . . . . . . . . . . . . . . . 1
Section 1.02. Certain Obligations Not Recourse to OFL and ORFC. . 2
Section 1.03. Limited Recourse to Issuer. . . . . . . . . . . . . 2

ARTICLE II

REPRESENTATIONS, WARRANTIES AND COVENANTS

Section 2.01. Representations and Warranties of OFL and ORFC. . . 2
Section 2.02. Affirmative Covenants of OFL and ORFC . . . . . . . 7
Section 2.03. Negative Covenants of OFL and ORFC. . . . . . . . . 13
Section 2.04. Representations and Warranties of OFL and the
Issuer. . . . . . . . . . . . . . . . . . . . . . . 16
Section 2.05. Affirmative Covenants of OFL and the Issuer . . . . 20
Section 2.06. Negative Covenants of OFL and the Issuer. . . . . . 25

ARTICLE III

THE POLICY; REIMBURSEMENT; INDEMNIFICATION

Section 3.01. Issuance of the Policy. . . . . . . . . . . . . . . 27
Section 3.02. Payment of Fees and Premium . . . . . . . . . . . . 27
Section 3.03. Reimbursement and Additional Payment Obligation . . 28
Section 3.04. Indemnification . . . . . . . . . . . . . . . . . . 29
Section 3.05. Subrogation . . . . . . . . . . . . . . . . . . . . 30

ARTICLE IV

FURTHER AGREEMENTS

Section 4.01. Effective Date; Term of Agreement . . . . . . . . . 31
Section 4.02. Obligations Absolute. . . . . . . . . . . . . . . . 31
Section 4.03. Assignments; Reinsurance; Third-Party Rights. . . . 32
Section 4.04. Liability of Financial Security . . . . . . . . . . 33

ARTICLE V

EVENTS OF DEFAULT; REMEDIES

Section 5.01. Events of Default . . . . . . . . . . . . . . . . . 33
Section 5.02. Remedies; Waivers . . . . . . . . . . . . . . . . . 34

ARTICLE VI

MISCELLANEOUS

Section 6.01. Amendments, Etc . . . . . . . . . . . . . . . . . . 36
Section 6.02. Notices . . . . . . . . . . . . . . . . . . . . . . 36
Section 6.03. Payment Procedure . . . . . . . . . . . . . . . . . 37
Section 6.04. Severability. . . . . . . . . . . . . . . . . . . . 37
Section 6.05. Governing Law . . . . . . . . . . . . . . . . . . . 37
Section 6.06. Consent to Jurisdiction . . . . . . . . . . . . . . 37
Section 6.07. Consent of Financial Security . . . . . . . . . . . 38
Section 6.08. Counterparts. . . . . . . . . . . . . . . . . . . . 38
Section 6.09. Trial by Jury Waived. . . . . . . . . . . . . . . . 38
Section 6.10. Limited Liability . . . . . . . . . . . . . . . . . 39
Section 6.11. Entire Agreement. . . . . . . . . . . . . . . . . . 39

Appendix I--Definitions
Appendix A--Conditions Precedent to Issuance of the Policy

Annex I--Form of Policy

INSURANCE AND INDEMNITY AGREEMENT

INSURANCE AND INDEMNITY AGREEMENT dated as of December 3, 1996,
among FINANCIAL SECURITY ASSURANCE INC. ("FINANCIAL SECURITY"), OLYMPIC
FINANCIAL LTD. ("OFL"), OLYMPIC RECEIVABLES FINANCE CORP. ("ORFC") and
ARCADIA RECEIVABLES CONDUIT CORP. (the "ISSUER").

INTRODUCTORY STATEMENTS

1. ORFC has agreed from time to time to purchase from OFL, and OFL has
agreed from time to time to sell and assign to ORFC, Receivables pursuant to
the Receivables Purchase Agreement and Assignment.

2. ORFC proposes to transfer Receivables to the Issuer against the
transfer of funds by the Issuer, with a simultaneous agreement by the Issuer
to transfer to ORFC such Receivables at a future date, in accordance with the
terms of the Repurchase Agreement.

3. The Issuer will issue Securities pursuant to the Indenture. Each
Security will be secured by the Receivables and other collateral.

4. The Issuer has requested that Financial Security issue a financial
guaranty insurance policy guarantying scheduled payments of interest and
ultimate payment of principal on the Securities (including any such payments
subsequently avoided as a preference under applicable bankruptcy law) upon
the terms and subject to the conditions provided herein.

5. The parties hereto desire to specify the conditions precedent to
the issuance of the Policy by Financial Security, the payment of premium in
respect of the Policy, the indemnity and reimbursement to be provided to
Financial Security in respect of certain amounts paid by Financial Security
under the Policy or otherwise and certain other matters.

In consideration of the premises and of the agreements herein contained,
Financial Security, OFL, ORFC and the Issuer hereby agree as follows:

ARTICLE I

DEFINITIONS; LIMITED RECOURSE

Section 1.01. DEFINITIONS. Capitalized terms used herein shall have
the meanings provided in Appendix I hereto, or the meanings given such terms
in the Servicing Agreement, unless the context otherwise requires.

Section 1.02. CERTAIN OBLIGATIONS NOT RECOURSE TO OFL AND ORFC.
Notwithstanding any provision of this Agreement to the contrary, the payment
obligations provided in Section 3.03(a) and (d), in each case, to the extent
that such payment obligations do not arise from any failure or default in the
performance by OFL or ORFC of any of its obligations under the Transaction
Documents, and any interest on the foregoing in accordance with Section
3.03(c), shall be non-recourse obligations with respect to OFL and ORFC,
respectively, and shall be payable only from monies available for such
payment in accordance with the provisions of the Servicing Agreement.

Section 1.03. LIMITED RECOURSE TO ISSUER. Financial Security agrees
that the obligations of the Issuer under this Agreement are solely the
corporate obligations of the Issuer. No recourse shall be had for the
payment of any amount owing in respect of the Issuer's obligations hereunder
or for any payment obligation or claim arising out of or based upon this
Agreement against any stockholder, employee, officer, director or
incorporator of the Issuer or against any agent, stockholder, employee,
officer, director, incorporator or affiliate thereof, and Financial Security
shall not look to any property or assets of the Issuer, other than amounts
paid to the Issuer under the Transaction Documents and to amounts payable to
Financial Security pursuant to the Transaction Documents in respect of the
Issuer's obligations hereunder. To the extent that such funds are
insufficient, any payment obligation or claim arising hereunder shall not
constitute a claim against the Issuer.

ARTICLE II

REPRESENTATIONS, WARRANTIES AND COVENANTS

Section 2.01. REPRESENTATIONS AND WARRANTIES OF OFL AND ORFC. OFL and
ORFC jointly and severally represent, warrant and covenant, as of the date
hereof and as of the Date of Issuance, as follows:

(a) DUE ORGANIZATION AND QUALIFICATION. Each of OFL and ORFC is a
corporation duly organized, validly existing and in good standing under
the laws of the State of Minnesota or the laws of the State of Delaware,
respectively, with power and authority to own its properties and conduct
its business. Each of OFL and ORFC is duly qualified to do business, is
in good standing and has obtained all necessary licenses, permits,
charters, registrations and approvals (together, "APPROVALS") necessary
for the conduct of its business as currently conducted and the
performance of its obligations under the Transaction Documents, in each
jurisdiction in which the failure to be so qualified or to obtain such
approvals would render any Receivable unenforceable in such jurisdiction
or any Transaction Document unenforceable in any respect or would
otherwise have a material adverse effect upon the Transaction.

(b) POWER AND AUTHORITY. Each of OFL and ORFC has all necessary
corporate power and authority to conduct its business as currently
conducted, to execute, deliver and perform its obligations under this
Agreement and each other Transaction Document to which it is a party and
to carry out the terms of each such Transaction Document and has

full power and authority to sell and assign the Receivables as
contemplated by the Transaction Documents and to consummate the
Transaction.

(c) DUE AUTHORIZATION. The execution, delivery and performance by
each of OFL and ORFC of this Agreement and each other Transaction
Document to which it is a party have been duly authorized by all
necessary corporate action and do not require any additional approvals
or consents or other action by or any notice to or filing with any
Person, including, without limitation, any governmental entity, the
stockholders of OFL or the stockholder of ORFC.

(d) NONCONTRAVENTION. Neither the execution nor delivery of this
agreement and each other Transaction Document to which OFL or ORFC is a
party, nor the consummation of the Transaction nor the satisfaction of
the terms and conditions of this agreement and each other Transaction
Documents to which OFL or ORFC is a party,

(i) conflicts with or results, or will conflict with or result,
in any breach or violation of any provision of the Certificate of
Incorporation or Bylaws of OFL or ORFC or any law, rule, regulation,
order, writ, judgment, injunction, decree, determination or award
currently in effect having applicability to OFL or ORFC, or any of
their respective properties,

(ii) constitutes or will constitute a default by OFL or ORFC
under or a breach of any provision of any loan agreement, mortgage,
indenture or other agreement or instrument to which OFL or ORFC or any
of their respective Subsidiaries is a party or by which it or any of
its or their properties is or may be bound or affected, or

(iii) results in or requires, or will result in or require,
the creation of any Lien upon or in respect of any of the assets of
OFL or ORFC or any of their respective Subsidiaries except as
otherwise expressly contemplated by the Transaction Documents.

(e) LEGAL PROCEEDINGS. There is no action, proceeding or
investigation pending, or to the best knowledge of OFL and ORFC after
reasonable inquiry, threatened by or before any court, regulatory body,
governmental or administrative agency or arbitrator against or affecting
OFL or ORFC, or any properties or rights of OFL or ORFC, including
without limitation, the Receivables: (A) asserting the invalidity of
this Agreement or any other Transaction Document to which the OFL or
ORFC is a party, (B) seeking to prevent the issuance of the Securities
or the consummation of the Transaction, (C) seeking any determination or
ruling that might materially and adversely affect the validity or
enforceability of this Agreement or any other Transaction Document to
which OFL or ORFC is a party or (D) which might result in a Material
Adverse Change with respect to OFL or ORFC.

(f) VALID AND BINDING OBLIGATIONS. Each of the Transaction
Documents to which either OFL or ORFC is a party, when executed and
delivered by it, and assuming

due authorization, execution and delivery by the other parties thereto,
will constitute the legal, valid and binding obligations of such Person,
enforceable in accordance with its terms, except as such enforceability
may be limited by bankruptcy, insolvency, reorganization, moratorium or
other similar laws affecting creditors' rights generally and general
equitable principles. The Securities when executed, authenticated and
delivered in accordance with the Indenture, will be entitled to the
benefits of the Indenture and will constitute legal, valid and binding
obligations of the Issuer, enforceable in accordance with their terms,
except as such enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting creditors'
rights generally and general equitable principles.

(g) NO CONSENTS. No consent, license, approval or authorization
from, or registration, filing or declaration with, any regulatory body,
administrative agency, or other governmental instrumentality, nor any
consent, approval, waiver or notification of any creditor, lessor or
other non-governmental person, is required in connection with the
execution, delivery and performance by OFL or ORFC of this Agreement or
of any other Transaction Document to which it is a party, except (in
each case) such as have been obtained and are in full force and effect.

(h) COMPLIANCE WITH LAW, ETC. No practice, procedure or policy
employed or proposed to be employed by OFL or ORFC in the conduct of
their respective businesses violates any law, regulation, judgment,
agreement, order or decree applicable to it which, if enforced, would
result in a Material Adverse Change with respect to such Person.

(i) GOOD TITLE; VALID TRANSFER; ABSENCE OF LIENS; SECURITY INTEREST.

(i) Immediately prior to the transfer of any Receivables and
related Other Conveyed Property to ORFC pursuant to the Receivables
Purchase Agreement and Assignment, OFL was or will have been the
owner of, and had or will have had good and marketable title to,
such Receivables free and clear of all Liens and Restrictions on
Transferability, and had or will have had full right, corporate
power and lawful authority to assign, transfer and pledge such
Receivables and related Other Conveyed Property and immediately
following such transfer ORFC will be the owner of, and have good
and marketable title to, such Receivables and related Other
Conveyed Property free and clear of all Liens and Restrictions on
Transferability. Each such transfer pursuant to the Receivables
Purchase Agreement and Assignment constitutes or will constitute a
valid sale, transfer and assignment of such Receivables and related
Other Conveyed Property to ORFC enforceable against creditors of
and purchasers from OFL. In the event that, in contravention of
the intention of the parties, a transfer of Receivables and related
Other Conveyed Property by OFL to ORFC is characterized as other
than a sale, such transfer shall be characterized as a secured
financing, and ORFC shall have a valid and perfected first priority
security interest in such Receivables and related Other Conveyed
Property free and clear of all Liens and Restrictions on
Transferability, subject to the provisions of the Repurchase
Agreement.

(ii) Immediately prior to the transfer of any Receivables and
related Other Conveyed Property to the Issuer pursuant to the
Repurchase Agreement, ORFC was or will have been the owner of, and
had good and marketable title to, such property free and clear of
all Liens and Restrictions on Transferability, and had or will have
had full right, corporate power and lawful authority to assign,
transfer and pledge such Receivables. In the event that a transfer
of the Receivables and related Other Conveyed Property by ORFC to
the Issuer is characterized as other than a sale, such transfer
shall be characterized as a secured financing, and the Issuer shall
have a valid and perfected first priority security interest in such
Receivables and related Other Conveyed Property free and clear of
all Liens and Restrictions on Transferability, other than the Lien
of the Security Agreement in favor of the Collateral Agent.

(j) ACCURACY OF INFORMATION. None of the Transaction Documents
nor any of the other Provided Documents provided by OFL or ORFC contain
any statement of a material fact with respect to OFL or ORFC or the
Transaction that was untrue or misleading in any material respect when
made (except insofar as any such Document was connected or superseded by
a subsequent Provided Document and Financial Security has not
detrimentally relied on the original Provided Document). There is no
fact known to OFL or ORFC which has a material possibility of causing a
Material Adverse Change with respect to either of them or which has a
material possibility of impairing the value or marketability of the
Receivables, taken as a whole, or decreasing the possibility that
amounts due in respect of the Receivables will be collected as due.
Since the furnishing of the Provided Documents, there has been no
change, or any development or event involving a prospective change known
to OFL or ORFC that would render any representation or warranty or other
statement made by either of them in any of the Provided Documents untrue
or misleading in any material respect.

(k) FINANCIAL STATEMENTS. The Financial Statements of each of OFL
and ORFC, copies of which have been furnished to Financial Security, (i)
are, as of the dates and for the periods referred to therein, complete
and correct in all material respects, (ii) present fairly the financial
condition and results of operations of such Person as of the dates and
for the periods indicated and (iii) have been prepared in accordance
with generally accepted accounting principles consistently applied,
except as noted therein (subject as to interim statements to normal
year-end adjustments). Since the date of the most recent Financial
Statements with respect to such Person, there has been no material
adverse change in such financial condition or results of operations of
such Person. Except as disclosed in the Financial Statements, neither
OFL nor ORFC is subject to any contingent liabilities or commitments
that, individually or in the aggregate, have a material possibility of
causing a Material Adverse Change in respect of OFL or ORFC.

(l) ERISA. OFL is in compliance with ERISA in all material
respects and has not incurred and does not reasonably expect to incur
any material liabilities to the PBGC under ERISA in connection with any
Plan or Multiemployer Plan or to contribute now or in the future in
respect of any Plan or Multiemployer Plan.

(m) COMPLIANCE WITH SECURITIES LAWS. ORFC is not required to be
registered as an "investment company" under the Investment Company Act
and is not subject to the information reporting requirements of the
Exchange Act.

(n) TRANSACTION DOCUMENTS. Each of the representations and
warranties of OFL and ORFC contained in the Transaction Documents is
true and correct in all material respects and each of OFL and ORFC
hereby makes each such representation and warranty made by it to, and
for the benefit of, Financial Security as if the same were set forth in
full herein.

(o) SPECIAL PURPOSE ENTITY.

(i) The capital of ORFC is adequate for the business and
undertakings of ORFC.

(ii) Other than with respect to the ownership by OFL of the
stock of ORFC and as provided in this Agreement and the Receivables
Purchase Agreement and Assignment, the Servicing Agreement, the
Security Agreement and the Spread Account Agreement, and in
connection with the Term Transactions, ORFC is not engaged in any
business transactions with OFL or any affiliate of OFL.

(iii) At least one director of ORFC shall be a person who is
not, and will not be, a director, officer, employee or holder of
any equity securities of OFL or any of its affiliates or
Subsidiaries.

(iv) The funds and assets of ORFC are not, and will not be,
commingled with the funds of any other person.

(v) The bylaws of ORFC require it to maintain (A) correct
and complete minute books and records of account, and (B) minutes
of the meetings and other proceedings of its shareholders and board
of directors.

(p) SOLVENCY; FRAUDULENT CONVEYANCE. Each of OFL and ORFC is
solvent and will not be rendered insolvent by the Transaction and, after
giving effect to the Transaction, neither OFL nor ORFC will be left with
an unreasonably small amount of capital with which to engage in its
business. Neither OFL nor ORFC intends to incur, or believes that it has
incurred, debts beyond its ability to pay such debts as they mature.
Neither OFL nor ORFC contemplates the commencement of insolvency,
bankruptcy, liquidation or consolidation proceedings or the appointment
of a receiver, liquidator, conservator, trustee or similar official in
respect of OFL or ORFC or any of its assets. The amount of
consideration being received by ORFC upon the transfer of Receivables
and related Other Conveyed Property to the Issuer constitutes reasonably
equivalent value and fair consideration for the Receivables and such
Other Conveyed Property. The amount of consideration being received by
OFL upon the sale of the Receivables and related Other Conveyed Property
to ORFC constitutes reasonably equivalent value and fair consideration
for the Receivables and such Other Conveyed Property. Neither OFL nor

ORFC is entering into the Transaction Documents or consummating the
transactions contemplated thereby with any intent to hinder, delay or
defraud any of the Issuer's creditors.

(q) TAXES. Each of OFL and ORFC has, and each member of the
respective affiliated groups of corporations of which such Person is a
member has, filed all federal and state tax returns which are required
to be filed and paid all taxes, including any assessments received by
such Person, to the extent that such taxes have become due other than
taxes that such Person shall currently be contesting the validity
thereof in good faith by appropriate proceedings and shall have set
aside on its books adequate reserves with respect thereto. Any taxes,
fees and other governmental charges payable by OFL or ORFC in connection
with the Transaction, the execution and delivery of the Transaction
Documents and the issuance of the Securities have been paid or shall
have been paid at or prior to the Date of Issuance.

(r) PLEDGE OF SHARES. The shares of stock of the ORFC which have
been pledged pursuant to the Stock Pledge Agreement constitute all of
the issued and outstanding shares of ORFC.

(s) PERFECTION OF LIENS AND SECURITY INTEREST. The Lien and
security interest in favor of the Collateral Agent with respect to the
Receivables and Other Conveyed Property will be perfected by the filing
of financing statements on Form UCC-1 on or prior to the Date of
Issuance in each jurisdiction where such recording or filing is
necessary for the perfection thereof, the delivery of the Receivable
Files for the Receivables to the Custodian, and the establishment of the
Collection Account, the Note Distribution Account and the Spread Account
in accordance with the provisions of the Transaction Documents, and no
other filings in any jurisdiction or any other actions (except as
expressly provided herein) are necessary to perfect the Collateral
Agent's Lien on and security interest in the Receivables and Other
Conveyed Property as against any third parties.

(t) SECURITY INTEREST IN ACCOUNTS. Assuming the retention of
funds in the Collection Account, the Note Distribution Account and the
Spread Account and the acquisition of Eligible Investments, in each
case, in accordance with the Transaction Documents, such funds and
Eligible Investments will be subject to a valid and perfected, first
priority security interest in favor of the Collateral Agent on behalf of
Financial Security and the Trustee for the benefit of the Noteholders.

Section 2.02. AFFIRMATIVE COVENANTS OF OFL AND ORFC. OFL and ORFC
jointly and severally hereby agree, during the Term of this Agreement, unless
Financial Security shall otherwise expressly consent in writing, as follows:

(a) COMPLIANCE WITH AGREEMENTS AND APPLICABLE LAWS. Each of OFL
and ORFC shall perform each of its respective obligations under the
Transaction Documents and shall comply with all material requirements of
any law, rule or regulation applicable to it or thereto, or that are
required in connection with its performance under any of the

Transaction Documents. Neither OFL nor ORFC will cause or permit to
become effective any amendment to or modification of any of the
Transaction Documents to which it is a party unless (i) so long as no
Insurer Default shall have occurred and be continuing Financial Security
shall have previously approved in writing the form of such amendment or
modification or (ii) if an Insurer Default shall have occurred and be
continuing such amendment would not adversely affect the interests of
Financial Security. Neither OFL nor ORFC shall take any action or fail
to take any action that would interfere with the enforcement of any
rights under the Transaction Documents.

(b) FINANCIAL STATEMENTS; ACCOUNTANTS' REPORTS; OTHER INFORMATION.
Each of OFL and ORFC shall keep or cause to be kept in reasonable detail
books and records of account of its assets and business. Each of OFL
and ORFC shall furnish or cause to be furnished to Financial Security:

(i) ANNUAL FINANCIAL STATEMENTS. As soon as available, and
in any event within 90 days after the close of each fiscal year of
OFL or ORFC, the audited balance sheets of OFL or ORFC, as the case
may be, as of the end of such fiscal year and the audited
statements of income, changes in shareholders' equity and cash
flows of OFL or ORFC, as the case may be, for such fiscal year, all
in reasonable detail and stating in comparative form the respective
figures for the corresponding date and period in the preceding
fiscal year, prepared in accordance with generally accepted
accounting principles, consistently applied, and accompanied by the
certificate of independent accountants (which shall be a nationally
recognized firm or otherwise acceptable to Financial Security) for
OFL or ORFC, as the case may be, and by the certificate specified
in Section 2.02(c) hereof.

(ii) QUARTERLY FINANCIAL STATEMENTS. As soon as available,
and in any event within 45 days after the close of each of the
first three quarters of each fiscal year of OFL or ORFC, as the
case may be, the unaudited balance sheets of OFL or ORFC, as the
case may be, as of the end of such quarter and the unaudited
statements of income, changes in shareholders' equity and cash
flows of OFL or ORFC, as the case may be, for the portion of the
fiscal year then ended, all in reasonable detail and stating in
comparative form the respective figures for the corresponding date
and period in the preceding fiscal year, prepared in accordance
with generally accepted accounting principles, consistently applied
(subject to normal year-end adjustments), and accompanied by the
certificate specified in Section 2.02(c) hereof if such certificate
is required to be provided pursuant to such Section.

(iii) ACCOUNTANTS' REPORTS. If a Special Event specified in
clauses (a) or (d) of the definition thereof or clause (b) or (c)
of the definition thereof with respect to OFL or ORFC has occurred,
copies of any reports submitted to OFL or ORFC by their respective
independent accountants in connection with any examination of the
financial statements of OFL or ORFC promptly upon receipt thereof.

(iv) OTHER INFORMATION. Promptly upon receipt thereof,
copies of all reports, statements, certifications, schedules, or
other similar items delivered to or by OFL or ORFC pursuant to the
terms of the Transaction Documents and, promptly upon request, such
other data as Financial Security may reasonably request; PROVIDED,
HOWEVER, that neither OFL nor ORFC shall be required to deliver any
such items if provision by some other party to Financial Security
is required under the Transaction Documents unless such other party
wrongfully fails to deliver such item. OFL and ORFC shall, upon
the request of Financial Security, permit Financial Security and
its authorized agents (A) to inspect its books, records and
operations as they may relate to the Securities, the Receivables,
the obligations of OFL or ORFC under the Transaction Documents, the
Transaction and OFL's business; (B) to discuss the affairs,
finances and accounts of OFL and ORFC with its Chief Operating
Officer and Chief Financial Officer upon Financial Security's
reasonable request; and (C) to discuss the affairs, finances and
accounts of OFL and ORFC with their respective independent
accountants, PROVIDED that an officer of such Person shall have the
right to be present during such discussions. Such inspections and
discussions shall be conducted during normal business hours and
shall not unreasonably disrupt the business of such Person. The
fees and expenses of any such authorized agents of Financial
Security shall be for the account of OFL. In addition, OFL and
ORFC shall promptly (but in no case more than 30 days following
issuance or receipt by a Commonly Controlled Entity) provide to
Financial Security a copy of all correspondence between a Commonly
Controlled Entity and the PBGC, IRS, Department of Labor or the
administrators of a Multiemployer Plan relating to any Reportable
Event or the underfunded status, termination or possible
termination of a Plan or a Multiemployer Plan. The books and
records of OFL and ORFC with respect to the Receivables will be
maintained at the National Servicing Center, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, unless OFL or ORFC shall otherwise
advise the parties hereto in writing.

(v) OFL shall provide or cause to be provided to Financial
Security an executed original copy of each document executed in
connection with the Transaction within 30 days after the date of
closing.

(c) COMPLIANCE CERTIFICATE. Each of OFL and ORFC shall deliver to
Financial Security concurrently with the delivery of the financial
statements required pursuant to Section 2.02(b)(i) hereof (and
concurrently with the delivery of the financial statements required
pursuant to Section 2.02(b)(ii) hereof, if a Special Event specified in
clauses (a) or (d) of the definition thereof or clause (b) or (c) of the
definition thereof with respect to OFL or ORFC has occurred), a
certificate signed by its Chief Financial Officer stating that:

(i) a review of such Person's performance under the
Transaction Documents during such period has been made under such
officer's supervision;

(ii) to the best of such officer's knowledge following
reasonable inquiry, no Special Event, Default or Event of Default
has occurred with respect to such Person, or if a Special Event,
Default or Event of Default has occurred with respect to such
Person, specifying the nature thereof and, if such Person has a
right to cure any such Default or Event of Default pursuant to
Section 5.01, stating in reasonable detail the steps, if any, being
taken by such Person to cure such Default or Event of Default or to
otherwise comply with the terms of the agreement to which such
Default or Event of Default relates; and

(iii) the attached financial reports submitted in accordance
with Section 2.02(b)(i) or (ii) hereof, as applicable, are complete
and correct in all material respects and present fairly the
financial condition and results of operations of OFL or ORFC, as
the case may be, as of the dates and for the periods indicated, in
accordance with generally accepted accounting principles
consistently applied (subject as to interim statements to normal
year-end adjustments).

(d) NOTICE OF MATERIAL EVENTS. OFL and ORFC shall promptly inform
Financial Security in writing of the occurrence of any of the following:

(i) the submission of any claim or the initiation of any
legal process, litigation or administrative or judicial
investigation against OFL or ORFC involving potential damages or
penalties in an uninsured amount in excess of $5,000 in any one
instance or $25,000 in the aggregate with respect to ORFC and in
excess of $10,000 in any one instance or $25,000 in the aggregate
with respect to OFL;

(ii) any change in the location of such Person's principal
office or any change in the location of the books and records of
OFL or ORFC;

(iii) the occurrence of any Default or Special Event
(which notice shall also be delivered to the Rating Agencies);

(iv) the commencement of any proceedings by or against OFL
under any applicable bankruptcy, reorganization, liquidation,
rehabilitation, insolvency or other similar law now or hereafter in
effect or of any proceeding in which a receiver, liquidator,
conservator, trustee or similar official shall have been, or may
be, appointed or requested for OFL or ORFC or any of their assets;

(v) the receipt of notice that (A) OFL or ORFC is being
placed under regulatory supervision, (B) any license, permit,
charter, registration or approval necessary for the conduct of
OFL's or ORFC's business is to be, or may be, suspended or revoked,
or (C) OFL or ORFC is to cease and desist any practice, procedure
or policy employed by OFL or ORFC in the conduct of its business,
and such cessation may result in a Material Adverse Change with
respect to OFL or ORFC; or

(vi) any other event, circumstance or condition that has
resulted, or which such Person reasonably believes might result, in
a Material Adverse Change in respect of OFL or ORFC.

(e) FURTHER ASSURANCES. Each of OFL and ORFC will file all
necessary financing statements, assignments or other instruments, and
any amendments or continuation statements relating thereto, necessary to
be kept and filed in such manner and in such places as may be required
by law to preserve and protect fully the Lien on and security interest
in, and all rights of the Collateral Agent, for the benefit of the
Trustee for the Noteholders and Financial Security, with respect to, the
Receivables, the Collection Account, the Note Distribution Account and
the Spread Account. In addition, each of OFL and ORFC shall, upon the
request of Financial Security, from time to time, execute, acknowledge
and deliver, or cause to be executed, acknowledged and delivered, within
thirty (30) days of such request, such amendments hereto and such
further instruments and take such further action as may be reasonably
necessary to effectuate the intention, performance and provisions of the
Transaction Documents or to protect the interest of the Collateral
Agent, for the benefit of the Trustee for Noteholders and Financial
Security, in the Receivables, the Collection Account, the Note
Distribution Account and the Spread Account, free and clear of all Liens
and Restrictions on Transferability except the Restrictions on
Transferability imposed by the Transaction Documents. In addition, each
of OFL and ORFC agrees to cooperate with S&P and ▇▇▇▇▇'▇ in connection
with any review of the Transaction which may be undertaken by S&P and
▇▇▇▇▇'▇ after the date hereof.

(f) THIRD-PARTY BENEFICIARY. Each of OFL and ORFC agrees that
Financial Security shall have all rights of a third-party beneficiary in
respect of the Servicing Agreement and hereby incorporates and restates
its representations, warranties and covenants as set forth therein for
the benefit of Financial Security.

(g) CORPORATE EXISTENCE. Each of OFL and ORFC shall maintain its
corporate existence and shall at all times continue to be duly organized
under the laws of the State of Minnesota or laws of the State of
Delaware, respectively, and duly qualified and duly authorized (as
described in Sections 2.01(a), (b) and (c) hereof) and shall conduct its
business in accordance with the terms of its Certificate of
Incorporation and Bylaws.

(h) SPECIAL PURPOSE ENTITY.

(i) ORFC shall conduct its business solely in its own name
through its duly authorized officers or agents so as not to mislead
others as to the identity of the entity with which those others are
concerned. It particularly will use its best efforts to avoid the
appearance of conducting business on behalf of OFL or any affiliate
of OFL and to avoid the appearance that the assets of ORFC are
available to pay the creditors of OFL or any affiliate thereof.
Without limiting the generality of the foregoing, all oral and
written communications, including, without limitation, letters,
invoices, purchase orders, contracts, statements and loan
applications, will be made solely in the name of ORFC.

(ii) ORFC shall maintain corporate records and books of
account separate from those of OFL and the affiliates thereof.
ORFC's books and records shall clearly reflect the transfer of the
Receivables to the Issuer.

(iii) ORFC shall obtain proper authorization from its
Board of Directors of all corporate action requiring such
authorization, meetings of the board of directors of ORFC shall be
held not less frequently than three times per annum and copies of
the minutes of each such board meeting shall be delivered to
Financial Security within two weeks of such meeting.

(iv) ORFC shall obtain proper authorization from its
shareholders of all corporate action requiring shareholder
approval, meetings of the shareholders of ORFC shall be held not
less frequently than one time per annum and copies of each such
authorization and the minutes of each such shareholder meeting
shall be delivered to Financial Security within two weeks of such
authorization or meeting, as the case may be.

(v) Although the organizational expenses of ORFC have been
paid by OFL, operating expenses and liabilities of ORFC shall be
paid from its own funds. If OFL transfers funds to ORFC which
funds ORFC applies to the satisfaction of an obligation under the
Transaction Documents, such transfer shall be characterized by ORFC
and OFL as a loan recourse only to amounts available for payment to
OFL pursuant to Section 2.08 of the Spread Account Agreement, shall
be pursuant to documentation substantially in the form set forth as
Exhibit C to the Servicing Agreement, and ORFC's obligation to OFL
with respect to such loan shall be limited to the amounts so
available; ORFC and OFL covenant and agree that any such available
amounts shall be applied to the satisfaction of any amounts
outstanding under any such loan, prior to distribution by ORFC on
or in respect of the capital stock of ORFC.

(vi) The annual financial statements of ORFC shall disclose
the effects of its transactions in accordance with generally
accepted accounting principles and shall disclose that the assets
of ORFC are not available to pay creditors of OFL or any affiliate
of OFL.

(vii) The resolutions, agreements and other instruments of
ORFC underlying the transactions described in this Agreement and in
the other Transaction Documents shall be continuously maintained by
ORFC as official records of ORFC separately identified and held
apart from the records of OFL and each affiliate of OFL.

(viii) ORFC shall maintain an arm's-length relationship
with OFL and the affiliates thereof and will not hold itself out as
being liable for the debts of OFL or any of OFL's affiliates.

(ix) ORFC shall keep its assets and liabilities wholly
separate from those of all other entities, including, but not
limited to, OFL and its affiliates.

(x) The books and records of ORFC will be maintained at the
National Servicing Center, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇, unless it shall otherwise advise the parties hereto in
writing. ORFC shall, upon the request of Financial Security,
permit Financial Security or its authorized agents to inspect its
books and records.

(i) MAINTENANCE OF LICENSES. Each of OFL and ORFC shall maintain
all licenses, permits, charters and registrations which are material to
the performance by it of its obligations under this Insurance Agreement
and each other Transaction Document to which is a party or by which it
is bound.

(j) MAINTENANCE OF WAREHOUSING FACILITIES. OFL and its
Subsidiaries shall at all times have warehousing facilities (other than
that contemplated by the Transaction) under which the amount of credit
available (including amounts outstanding) to finance the purchase of
automobile receivables originated by OFL, together with the sum of the
amount of unrestricted cash on OFL's balance sheet and the aggregate
principal balance of automobile receivables eligible to be pledged by
OFL (but not pledged) under the Transaction or such warehouse facilities
as of the end of the immediately preceding calendar quarter, at least
equal to $250,000,000.

(k) PROVISION OF INFORMATION ORFC shall provide the Independent
Accountants with such information as is necessary to conduct the review
required by Section 2.18 of the Servicing Agreement.

(l) CLOSING DOCUMENTS. OFL shall provide or cause to be provided
to Financial Security an executed original copy of each document
executed in connection with the Transaction within 30 days after the
Closing Date, except that OFL shall cause a copy of the Repurchase
Agreement, the Servicing Agreement, the Purchase Agreement, the
Indenture, and each Transaction Document to which Financial Security is
a party to be provided to Financial Security on the Closing Date.

(m) INCORPORATION OF COVENANTS. Each of OFL and ORFC agrees to
comply with their respective covenants set forth in the Transaction
Documents and hereby incorporates such covenants by reference as if each
were set forth herein.

Section 2.03. NEGATIVE COVENANTS OF OFL AND ORFC. OFL and ORFC hereby
jointly and severally agree, during the Term of the Agreement, unless
Financial Security shall otherwise expressly consent in writing, as follows:

(a) RESTRICTIONS ON LIENS. Neither OFL nor ORFC shall (i) create,
incur or suffer to exist, or agree to create, incur or suffer to exist,
or consent to cause or permit in the future (upon the happening of a
contingency or otherwise) the creation, incurrence

or existence of any Lien or Restriction on Transferability of the
Receivables and related Other Conveyed Property except for (w) the Liens
imposed by the Transaction Documents, and (x) Liens for taxes if such taxes
shall not at the time be due and payable or if the Issuer shall currently
be contesting the validity thereof in good faith by appropriate proceedings
and shall have set aside on its books adequate reserves with respect
thereto, and (y) the Restrictions on Transferability imposed by the
Transaction Documents, or (ii) sign or file under the Uniform Commercial
Code of any jurisdiction any financing statement which names either OFL,
ORFC or the Issuer as a debtor, or sign any security agreement authorizing
any secured party thereunder to file such financing statement, with respect
to the Receivables, except in each case any such instrument solely securing
the rights and preserving the Lien of the Issuer or of the Collateral Agent
for the benefit of the Trustee for the Noteholders and Financial Security.

(b) IMPAIRMENT OF RIGHTS. Neither OFL nor ORFC shall take any
action, or fail to take any action, if such action or failure to take
action may (i) interfere with the enforcement of any rights under the
Transaction Documents that are material to the rights, benefits or
obligations of the Trustee, the Noteholders or Financial Security, (ii)
result in a Material Adverse Change in respect of the Receivables or (iii)
impair the ability of OFL or ORFC to perform their respective obligations
under the Transaction Documents.

(c) LIMITATION ON MERGERS. OFL shall not consolidate with or merge
with or into any Person or transfer all or any material part of its assets
to any Person (except as contemplated by the Transaction Documents) or
liquidate or dissolve, provided that OFL may consolidate with, merge with
or into, or transfer all or a material part of its assets to, another
corporation if (i) the acquiror of its assets, or the corporation surviving
such merger or consolidation, shall be organized and existing under the
laws of any state and shall be qualified to transact business in each
jurisdiction in which failure to qualify would render any Transaction
Document unenforceable or would result in a Material Adverse Change in
respect of OFL or the Other Conveyed Property; (ii) after giving effect to
such consolidation, merger or transfer of assets, no Default or Event of
Default shall have occurred or be continuing; (iii) such acquiring or
surviving entity can lawfully perform the obligations of OFL under the
Transaction Documents and shall expressly assume in writing all of the
obligations of OFL, including, without limitation, its obligations under
the Transaction Documents; and (iv) such acquiring or surviving entity and
the consolidated group of which it is a part shall each have a net worth
immediately subsequent to such consolidation, merger or transfer of assets
at least equal to the net worth of OFL immediately prior to such
consolidation, merger or transfer of assets; and OFL shall give Financial
Security written notice of any such consolidation, merger or transfer of
assets on the earlier of: (A) the date upon which any publicly available
filing or release is made with respect to such action or (B) 10 Business
Days prior to the date of consummation of such action. OFL shall furnish
to Financial Security all information requested by it that is reasonably
necessary to determine compliance with this paragraph.

(d) WAIVER, AMENDMENTS, ETC. Neither OFL nor ORFC shall waive,
modify, amend, supplement or consent to any waiver, modification or
amendment of, any of the provisions of any of the Transaction Documents or
the certificate of incorporation or by-

laws of ORFC (i) unless, if no Insurer Default shall have occurred and be
continuing, Financial Security shall have consented thereto in writing or
(ii) if an Insurer Default shall have occurred and be continuing, which
would adversely affect the interests of Financial Security.

(e) SUCCESSORS. Neither OFL nor ORFC shall terminate or designate,
or consent to the termination or designation of, the servicer, back-up
servicer or collateral agent or any successor thereto without the prior
approval of Financial Security.

(f) CREATION OF INDEBTEDNESS; GUARANTEES. ORFC shall not create,
incur, assume or suffer to exist any Indebtedness, other than in connection
with Term Transactions, the Repurchase Agreement, Indebtedness permitted by
Section 2.02(j) hereof and any other Indebtedness guaranteed or approved in
writing by Financial Security. Without the prior written consent in
writing by Financial Security, ORFC shall not assume, guarantee, endorse or
otherwise be or become directly or contingently liable for the obligations
of any Person by, among other things, agreeing to purchase any obligation
of another Person, agreeing to advance funds to such Person or causing or
assisting such Person to maintain any amount of capital.

(g) SUBSIDIARIES. ORFC shall not form, or cause to be formed, any
Subsidiaries.

(h) ISSUANCE OF STOCK. ORFC shall not issue any shares of capital
stock or rights, warrants or options in respect of capital stock or
securities convertible into or exchangeable for capital stock.

(i) NO MERGERS. ORFC shall not consolidate with or merge into any
Person or (except as contemplated in the Transaction Documents) transfer
all or any material amount of its assets to any Person or liquidate or
dissolve.

(j) ERISA. (A) OFL shall not contribute or incur any obligation to
contribute to, or incur any liability in respect of, any Plan or
Multiemployer Plan, except that OFL may make such a contribution or incur
such a liability provided that neither OFL nor any Commonly Controlled
Entity will:

(i) terminate any Plan so as to incur any material liability to
the PBGC;

(ii) knowingly participate in any "prohibited transaction" (as
defined in ERISA) involving any Plan or Multiemployer Plan or any
trust created thereunder which would subject any of them to a material
tax or penalty on prohibited transactions imposed under Section 4975
of the Code or ERISA;

(iii) fail to pay to any Plan or Multiemployer Plan any
contribution which it is obligated to pay under the terms of such Plan
or Multiemployer Plan, if such failure would cause such Plan to have
any material Accumulated Funding Deficiency, whether or not waived; or

(iv) allow or suffer to exist any occurrence of a Reportable
Event, or any other event or condition, which presents a material risk
of termination by the PBGC of any Plan or Multiemployer Plan, to the
extent that the occurrence or nonoccurrence of such Reportable Event
or other event or condition is within the control of it or any
Commonly Controlled Entity.

(B) ORFC shall not contribute or incur any obligation to contribute to
any Multiemployer Plan.

(k) OTHER ACTIVITIES. ORFC shall not:

(i) sell, transfer, exchange or otherwise dispose of any of its
assets except as permitted under the Transaction Documents and the
Term Transactions; or

(ii) engage in any business or activity other than in connection
with the Servicing Agreement, the Repurchase Agreement, the Security
Agreement, the Spread Account Agreement, the Receivables Purchase
Agreement and Assignment and the Term Transactions, and as permitted
by its certificate of incorporation.

(l) INSOLVENCY. Neither OFL nor ORFC shall commence with respect to
ORFC or the Issuer, as the case may be, any case, proceeding or other
action (A) under any existing or future law of any jurisdiction, domestic
or foreign, relating to the bankruptcy, insolvency, reorganization or
relief of debtors, seeking to have an order for relief entered with respect
to it, or seeking reorganization, arrangement, adjustment, winding-up,
liquidation, dissolution, corporation or other relief with respect to it or
(B) seeking appointment of a receiver, trustee, custodian or other similar
official for it or for all or any substantial part of its assets, or make a
general assignment for the benefit of its creditors. Neither OFL nor ORFC
shall take any action in furtherance of, or indicating the consent to,
approval of, or acquiescence in any of the acts set forth above. ORFC
shall not admit in writing its inability to pay its debts.

(m) DIVIDENDS. ORFC shall not declare or make payment of (i) any
dividend or other distribution on any shares of its capital stock, or
(ii) any payment on account of the purchase, redemption, retirement or
acquisition of any option, warrant or other right to acquire shares of its
capital stock, unless (in each case) at the time of such declaration or
payment (and after giving effect thereto) no amount payable by ORFC under
any Transaction Document is then due and owing but unpaid.

Section 2.04. REPRESENTATIONS AND WARRANTIES OF OFL AND THE ISSUER. Each
of OFL and the Issuer represent and warrant as of the date hereof and as of the
Date of Issuance, as follows:

(a) DUE ORGANIZATION AND QUALIFICATION. The Issuer is a corporation
duly organized, validly existing and in good standing under the laws of the
State of Delaware, with power and authority to own its properties and
conduct its business. The Issuer is duly qualified to do business, is in
good standing and has obtained all necessary licenses,

permits, charters, registrations and approvals (together, "APPROVALS")
necessary for the conduct of its business as currently conducted and the
performance of its obligations under the Transaction Documents, in each
jurisdiction in which the failure to be so qualified or to obtain such
approvals would render any Receivable unenforceable in such jurisdiction
or any Transaction Document unenforceable in any respect or would
otherwise have a material adverse effect upon the Transaction.

(b) POWER AND AUTHORITY. The Issuer has all necessary corporate
power and authority to conduct its business as currently conducted, to
execute, deliver and perform its obligations under this Agreement and each
other Transaction Document to which it is a party and to carry out the
terms of each such Document and has full power and authority to sell and
assign the Receivables as contemplated by the Transaction Documents and to
consummate the Transaction.

(c) DUE AUTHORIZATION. The execution, delivery and performance by
the Issuer of this Agreement and each other Transaction Document to which
it is a party have been duly authorized by all necessary corporate action
and do not require any additional approvals or consents or other action by
or any notice to or filing with any Person, including, without limitation,
any governmental entity or the stockholders of the Issuer.

(d) NONCONTRAVENTION. Neither the execution nor delivery of this
agreement and each other Transaction Document to which the Issuer is a
party, nor the consummation of the Transaction nor the satisfaction of the
terms and conditions of this agreement and each other Transaction Documents
to which the Issuer is a party,

(i) conflicts with or results, or will conflict with or result,
in any breach or violation of any provision of the Certificate of
Incorporation or Bylaws of the Issuer or any law, rule, regulation,
order, writ, judgment, injunction, decree, determination or award
currently in effect having applicability to the Issuer, or any of its
properties, agency or other governmental authority having supervisory
powers over the Issuer,

(ii) constitutes or will constitute a default by the Issuer under
or a breach of any provision of any loan agreement, mortgage,
indenture or other agreement or instrument to which the Issuer is a
party or by which it or any of its properties is or may be bound or
affected, or

(iii) results in or requires, or will result in or require,
the creation of any Lien upon or in respect of any of the assets of
the Issuer except as otherwise expressly contemplated by the
Transaction Documents.

(e) LEGAL PROCEEDINGS. There is no action, proceeding or
investigation pending, or to the best knowledge of the Issuer after
reasonable inquiry, threatened by or before any court, regulatory body,
governmental or administrative agency or arbitrator against or affecting
the Issuer, or any properties or rights of the Issuer, including without
limitation, the Receivables: (A) asserting the invalidity of this
Agreement or any other

Transaction Document to which the Issuer is a party, (B) seeking
to prevent the issuance of the Securities or the consummation
of the Transaction, (C) seeking any determination or ruling that might
materially and adversely affect to the validity or enforceability of this
Agreement or any other Transaction Document to which the Issuer is a party
or (D) which might result in a Material Adverse Change with respect to the
Issuer.

(f) VALID AND BINDING OBLIGATIONS. Each of the Transaction Documents
to which the Issuer is a party, when executed and delivered by it, and
assuming due authorization, execution and delivery by the other parties
thereto, will constitute the legal, valid and binding obligations of such
Person, enforceable in accordance with its terms, except as such
enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting creditors' rights generally and
general equitable principles. The Securities, when executed, authenticated
and delivered in accordance with the Indenture, will be validly issued and
outstanding and entitled to the benefits of the Indenture, except as such
enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting creditors' rights generally and
general equitable principles.

(g) NO CONSENTS. No consent, license, approval or authorization
from, or registration, filing or declaration with, any regulatory body,
administrative agency, or other governmental instrumentality, nor any
consent, approval, waiver or notification of any creditor, lessor or other
non-governmental person, is required in connection with the execution,
delivery and performance by the Issuer of this Agreement or of any other
Transaction Document to which it is a party, except (in each case) such as
have been obtained and are in full force and effect.

(h) COMPLIANCE WITH LAW, ETC. No practice, procedure or policy
employed or proposed to be employed by the Issuer in the conduct of its
business violates any law, regulation, judgment, agreement, order or decree
applicable to it which, if enforced, would result in a Material Adverse
Change with respect to the Issuer.

(i) ACCURACY OF INFORMATION. None of the Provided Documents contain
any statement of a material fact with respect to the Issuer or the
Transaction that was untrue or misleading in any material respect when made
(except insofar as any such Document was connected or superseded by a
subsequent Provided Document). There is no fact known to OFL or the Issuer
which has a material possibility of causing a Material Adverse Change with
respect to either of them or which has a material possibility of impairing
the value or marketability of the Receivables and related Other Conveyed
Property, taken as a whole, or decreasing the profitability that amounts
due in respect of the Receivables and related Other Conveyed Property will
be collected as due. Since the furnishing of the Provided Documents, there
has been no change, or any development or event involving a prospective
change known to OFL or the Issuer that would render any representation or
warranty or other statement made by either of them in any of the Provided
Documents untrue or misleading in any material respect.

(j) ERISA. The Issuer is in compliance with ERISA and has not
incurred and does not reasonably expect to incur any liabilities to the
PBGC under ERISA in connection with any Plan or Multiemployer Plan or to
contribute now or in the future in respect of any Plan or Multiemployer
Plan.

(k) COMPLIANCE WITH SECURITIES LAWS. The Issuer is not required to
be registered as an "investment company" under the Investment Company Act
and is not subject to the information reporting requirements of the
Exchange Act.

(l) TRANSACTION DOCUMENTS. Each of the representations and
warranties of the Issuer contained in the Transaction Documents is true and
correct in all material respects and the Issuer hereby makes each such
representation and warranty made by it to, and for the benefit of,
Financial Security as if the same were set forth in full herein.

(m) SPECIAL PURPOSE ENTITY.

(i) The capital of the Issuer is adequate for the business and
undertakings of the Issuer.

(ii) Other than as provided in this Agreement, the Indenture, the
Repurchase Agreement, the Servicing Agreement, the Security Agreement
and the Guaranty, the Issuer is not engaged in any business
transactions with OFL or any affiliate of OFL.

(iii) At least one director of the Issuer shall be a person
who is not, and will not be, a director, officer, employee or holder
of any equity securities of OFL or any of its affiliates or
Subsidiaries.

(iv) The Issuer's funds and assets are not, and will not be,
commingled with the funds of any other Person, except as provided in
the Transaction Documents.

(v) The bylaws of the Issuer require it to maintain (A) correct
and complete minute books and records of account, and (B) minutes of
the meetings and other proceedings of its shareholders and board of
directors.

(n) SOLVENCY; FRAUDULENT CONVEYANCE. The Issuer is solvent and will
not be rendered insolvent by the Transaction and, after giving effect to
the Transaction, the Issuer will not be left with an unreasonably small
amount of capital with which to engage in its business. The Issuer does
not intend to incur, or believe that it has incurred, debts beyond its
ability to pay such debts as they mature. The Issuer does not contemplate
the commencement of insolvency, bankruptcy, liquidation or consolidation
proceedings or the appointment of a receiver, liquidator, conservator,
trustee or similar official in respect of the Issuer or any of its assets.
The Issuer is not entering into the Transaction Documents or consummating
the transactions contemplated thereby with any intent to hinder, delay or
defraud any of the Issuer's creditors.

(o) TAXES. The Issuer has, and each member of the affiliated groups
of corporations of which such Person is a member has, filed all federal and
state tax returns which are required to be filed and paid all taxes,
including any assessments received by such Person, to the extent that such
taxes have become due other than taxes that such Person shall currently be
contesting the validity thereof in good faith by appropriate proceedings
and shall have set aside on its books adequate reserves with respect
thereto. Any taxes, fees and other governmental charges payable by the
Issuer in connection with the Transaction, the execution and delivery of
the Transaction Documents and the issuance of the Securities have been paid
or shall have been paid at or prior to the Date of Issuance.

(p) NO PRIOR ACTIVITIES. The Issuer has not engaged in any
activities or entered into any agreements prior to this Transaction.

(q) PLEDGE OF SHARES. The shares of stock of the Issuer which have
been pledged pursuant to the Stock Pledge Agreement constitute all of the
issued and outstanding shares of the Issuer.

Section 2.05. AFFIRMATIVE COVENANTS OF OFL AND THE ISSUER. Each of OFL
and the Issuer hereby agree that during the Term of this Agreement, unless
Financial Security shall otherwise expressly consent in writing, as follows:

(a) COMPLIANCE WITH AGREEMENTS AND APPLICABLE LAWS. The Issuer shall
perform each of its respective obligations under the Transaction Documents
and shall comply with all material requirements of, and the Securities
shall be offered and sold in accordance with, any law, rule or regulation
applicable to it or thereto, or that are required in connection with its
performance under any of the Transaction Documents. The Issuer will not
cause or permit to become effective any amendment to or modification of any
of the Transaction Documents to which it is a party unless (i) so long as
no Insurer Default shall have occurred and be continuing Financial Security
shall have previously approved in writing the form of such amendment or
modification or (ii) if an Insurer Default shall have occurred and be
continuing such amendment would not adversely affect the interests of
Financial Security. The Issuer shall not take any action or fail to take
any action that would interfere with the enforcement of any rights under
the Transaction Documents.

(b) FINANCIAL STATEMENTS; ACCOUNTANTS' REPORTS; OTHER INFORMATION.
The Issuer shall keep or cause to be kept in reasonable detail books and
records of account of its assets and business. The Issuer shall furnish or
cause to be furnished to Financial Security:

(i) ANNUAL FINANCIAL STATEMENTS. As soon as available, and in
any event within 90 days after the close of each fiscal year of the
Issuer, the audited balance sheets of the Issuer as of the end of such
fiscal year and the audited statements of income, changes in
shareholders' equity and cash flows of the Issuer for such fiscal
year, all in reasonable detail and stating in comparative form the

respective figures for the corresponding date and period in the
preceding fiscal year, prepared in accordance with generally accepted
accounting principles, consistently applied, and accompanied by the
certificate of independent accountants (which shall be a nationally
recognized firm or otherwise acceptable to Financial Security) for the
Issuer and by the certificate specified in Section 2.05(c) hereof.

(ii) QUARTERLY FINANCIAL STATEMENTS. As soon as available, and
in any event within 45 days after the close of each of the first three
quarters of each fiscal year of the Issuer the unaudited balance
sheets of the Issuer as of the end of such quarter and the unaudited
statements of income, changes in shareholders' equity and cash flows
of the Issuer for the portion of the fiscal year then ended, all in
reasonable detail and stating in comparative form the respective
figures for the corresponding date and period in the preceding fiscal
year, prepared in accordance with generally accepted accounting
principles, consistently applied (subject to normal year-end
adjustments), and accompanied by the certificate specified in Section
2.05(c) hereof if such certificate is required to be provided pursuant
to such Section.

(iii) ACCOUNTANTS' REPORTS. If a Special Event has occurred,
copies of any reports submitted to the Issuer by its independent
accountants in connection with any examination of the financial
statements of the Issuer promptly upon receipt thereof.

(iv) OTHER INFORMATION. Promptly upon receipt thereof, copies of
all reports, statements, certifications, schedules, or other similar
items delivered to or by the Issuer pursuant to the terms of the
Transaction Documents and, promptly upon request, such other data as
Financial Security may reasonably request; PROVIDED, HOWEVER, that the
Issuer shall not be required to deliver any such items if provision by
some other party to Financial Security is required under the
Transaction Documents unless such other party wrongfully fails to
deliver such item. The Issuer shall, upon the request of Financial
Security, permit Financial Security or its authorized agents (A) to
inspect its books and records as they may relate to the Securities,
the Receivables, the obligations of the Issuer under the Transaction
Documents, the Transaction; (B) to discuss the affairs, finances and
accounts of the Issuer with its officers upon Financial Security's
reasonable request; and (C) upon the occurrence of a Special Event, to
discuss the affairs, finances and accounts of the Issuer with its
independent accountants, PROVIDED that an officer of the Issuer shall
have the right to be present during such discussions. Such
inspections and discussions shall be conducted during normal business
hours and shall not unreasonably disrupt the business of such Person.
The books and records of the Issuer will be maintained at the National
Servicing Center, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇,
unless such Person shall otherwise advise the parties hereto in
writing.

(v) The Issuer shall provide or cause to be provided to
Financial Security an executed original copy of each document executed
in connection with the Transaction within 30 days after the date of
closing.

(c) COMPLIANCE CERTIFICATE. The Issuer shall deliver to Financial
Security concurrently with the delivery of the financial statements
required pursuant to Section 2.05(b)(i) hereof (and concurrently with the
delivery of the financial statements required pursuant to Section
2.05(b)(ii) hereof, if a Special Event has occurred), a certificate signed
by a President, Vice President or duly authorized agent stating that:

(i) a review of the Issuer's performance under the Transaction
Documents during such period has been made under such officer's
supervision;

(ii) to the best of such officer's knowledge following reasonable
inquiry, no Special Event, Default or Event of Default has occurred
with respect to such Person, or if a Special Event, Default or Event
of Default has occurred with respect to such Person, specifying the
nature thereof and, if such Person has a right to cure any such
Default or Event of Default pursuant to Section 5.01, stating in
reasonable detail the steps, if any, being taken by such Person to
cure such Default or Event of Default or to otherwise comply with the
terms of the agreement to which such Default or Event of Default
relates; and

(iii) the attached financial reports submitted in accordance with
Section 2.05(b)(i) or (ii) hereof, as applicable, are complete and
correct in all material respects and present fairly the financial
condition and results of operations of the Issuer as of the dates and
for the periods indicated, in accordance with generally accepted
accounting principles consistently applied (subject as to interim
statements to normal year-end adjustments).

(d) NOTICE OF MATERIAL EVENTS. The Issuer shall promptly inform
Financial Security in writing of the occurrence of any of the following:

(i) the submission of any claim or the initiation of any legal
process, litigation or administrative or judicial investigation (A)
against the Issuer pertaining to the Receivables in general, (B) with
respect to a material portion of the Receivables or (C) in which a
request has been made for certification as a class action (or
equivalent relief) that would involve a material portion of the
Receivables;

(ii) any change in the location of such Person's principal office
or any change in the location of the books and records of the Issuer;

(iii) the occurrence of any Default or Special Event (which
notice shall also be delivered to the Rating Agencies);

(iv) the commencement of any proceedings by or against the Issuer
under any applicable bankruptcy, reorganization, liquidation,
rehabilitation, insolvency or other similar law now or hereafter in
effect or of any proceeding in which a receiver, liquidator,
conservator, trustee or similar official shall have been, or may be,
appointed or requested for the Issuer or any of its assets;

(v) the receipt of notice that (A) the Issuer is being placed
under regulatory supervision, (B) any license, permit, charter,
registration or approval necessary for the conduct of the Issuer's
business is to be, or may be, suspended or revoked, or (C) the Issuer
is to cease and desist any practice, procedure or policy employed by
the Issuer in the conduct of its business, and such cessation may
result in a Material Adverse Change with respect to the Issuer; or

(vi) any other event, circumstance or condition that has
resulted, or which such Person reasonably believes might result, in a
Material Adverse Change in respect of the Issuer.

(e) FURTHER ASSURANCES. The Issuer will file all necessary financing
statements, assignments or other instruments, and any amendments or
continuation statements relating thereto, necessary to be kept and filed in
such manner and in such places as may be required by law to preserve and
protect fully the Lien on and security interest in, and all rights of the
Collateral Agent, for the benefit of the Trustee for the Noteholders and
Financial Security, with respect to, the Receivables, the Collection
Account and the Note Distribution Account. In addition, the Issuer shall,
upon the request of Financial Security, from time to time, execute,
acknowledge and deliver, or cause to be executed, acknowledged and
delivered, within thirty (30) days of such request, such amendments hereto
and such further instruments and take such further action as may be
reasonably necessary to effectuate the intention, performance and
provisions of the Transaction Documents or to protect the interest of the
Collateral Agent, for the benefit of the Trustee for the Noteholders and
Financial Security, in the Receivables, free and clear of all Liens and
Restrictions on Transferability, except the Restrictions on Transferability
imposed by the Transaction Documents. In addition, the Issuer agrees to
cooperate with the Rating Agencies in connection with any review of the
Transaction which may be undertaken by the Rating Agencies after the date
hereof.

(f) REDEMPTION OF SECURITIES. The Issuer shall, upon the repayment
of outstanding Advances and termination of the Issuer's obligation to make
further Advances pursuant to the Repurchase Agreement or otherwise, furnish
to Financial Security a notice of such repayment and termination, and, upon
payment of all of the Securities and the expiration of the term of the
Policy, surrender the Policy to Financial Security for cancellation.

(g) THIRD-PARTY BENEFICIARY. The Issuer agrees that Financial
Security shall have all rights of a third-party beneficiary in respect of
the Servicing Agreement and hereby incorporates and restates its
representations, warranties and covenants as set forth therein for the
benefit of Financial Security.

(h) CORPORATE EXISTENCE. The Issuer shall maintain its corporate
existence and shall at all times continue to be duly organized under the
laws of the State of Delaware and duly qualified and duly authorized (as
described in Sections 2.04(a), (b) and (c) hereof) and shall conduct its
business in accordance with the terms of its Certificate of Incorporation
and Bylaws.

(i) DISCLOSURE DOCUMENT. Any Offering Document delivered with
respect to the Securities shall clearly disclose that the Policy is not
covered by the property/casualty Insurance Security Fund specified in
Article 76 of the New York Insurance Law. In addition, any Offering
Document delivered with respect to the Securities which includes financial
statements of Financial Security prepared in accordance with generally
accepted accounting principles shall include the following statement
immediately preceding such financial statements:

The New York State Insurance Department recognizes only
statutory account practices for determining and
reporting the financial condition and results of
operations of an insurance company, for determining its
solvency under the New York Insurance Law, and for
determining where its financial condition warrants the
payment of a dividend to its stockholders. No
consideration is given by the New York State Insurance
Department to financial statements prepared in
accordance with generally accepted accounting
principles in making such determinations.

(j) SPECIAL PURPOSE ENTITY.

(i) The Issuer shall conduct its business solely in its own name
through its duly authorized officers or agents so as not to mislead
others as to the identity of the entity with which those others are
concerned. It particularly will use its best efforts to avoid the
appearance of conducting business on behalf of OFL or any affiliate
thereof or and to avoid the appearance that the assets of the Issuer
are available to pay the creditors of OFL or any affiliate thereof.
Without limiting the generality of the foregoing, all oral and written
communications, including, without limitation, letters, invoices,
purchase orders, contracts, statements and loan applications, will be
made solely in the name of the Issuer.

(ii) The Issuer shall maintain corporate records and books of
account separate from those of OFL and any affiliate thereof. The
Issuer's books and records shall clearly reflect the transfer of the
Receivables and related Other Conveyed Property to the Issuer.

(iii) The Issuer shall obtain proper authorization from its
Board of Directors of all corporate action requiring such
authorization, meetings of the board of directors of the Issuer shall
be held not less frequently than one time per

annum and copies of the minutes of each such board meeting shall be
delivered to Financial Security within two weeks of such meeting.

(iv) The Issuer shall obtain proper authorization from its
shareholders of all corporate action requiring shareholder approval,
meetings of the shareholders of the Issuer shall be held not less
frequently than one time per annum and copies of each such
authorization and the minutes of each such shareholder meeting shall
be delivered to Financial Security within two weeks of such
authorization or meeting, as the case may be.

(v) Although the organizational expenses of the Issuer have been
paid by OFL, operating expenses and liabilities of the Issuer shall be
paid from its own funds.

(vi) The annual financial statements of the Issuer shall disclose
the effects of its transactions in accordance with generally accepted
accounting principles and shall disclose that the assets of the Issuer
are not available to pay creditors of OFL or any affiliate thereof.

(vii) The resolutions, agreements and other instruments of
the Issuer underlying the transactions described in this Agreement and
in the other Transaction Documents shall be continuously maintained by
the Issuer as official records of the Issuer separately identified and
held apart from the records of OFL and each affiliate thereof.

(viii) The Issuer shall maintain an arm's-length relationship
with OFL and the affiliates thereof and will not hold itself out as
being liable for the debts of OFL or any affiliate thereof.

(ix) The Issuer shall keep its assets and liabilities wholly
separate from those of all other entities, including, but not limited
to, OFL and the affiliates thereof.

(x) The books and records of the Issuer will be maintained at
the National Servicing Center, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇, unless it shall otherwise advise the parties hereto in
writing. The Issuer shall, upon the request of Financial Security,
permit Financial Security or its authorized agents to inspect its
books and records.

(k) MAINTENANCE OF LICENSES. The Issuer shall maintain all licenses,
permits, charters and registrations which are material to the performance
by of its obligations under this Insurance Agreement and each other
Transaction Document to which is a party or by which it is bound.

(l) INCORPORATION OF COVENANTS. The Issuer agrees to comply with
each of the Issuer's covenants set forth in the Transaction Documents and
hereby incorporates such covenants by reference as if each were set forth
herein.

Section 2.06. NEGATIVE COVENANTS OF OFL AND THE ISSUER. Each of OFL and
the Issuer hereby agree that during the Term of this Agreement, unless Financial
Security shall otherwise expressly consent in writing, as follows:

(a) RESTRICTIONS ON LIENS. The Issuer shall not (i) create, incur or
suffer to exist, or agree to create, incur or suffer to exist, or consent
to cause or permit in the future (upon the happening of a contingency or
otherwise) the creation, incurrence or existence of any Lien or Restriction
on Transferability of the Receivables except for (w) the Lien in favor of
the Collateral Agent, for the benefit of the Trustee for the Noteholders
and Financial Security, (x) Liens for taxes if such taxes shall not at the
time be due and payable or if the Issuer shall currently be contesting the
validity thereof in good faith by appropriate proceedings and shall have
set aside on its books adequate reserves with respect thereto, and (y) the
Restrictions on Transferability imposed by the Transaction Documents or
(ii) sign or file under the Uniform Commercial Code of any jurisdiction any
financing statement which names the Issuer as a debtor, or sign any
security agreement authorizing any secured party thereunder to file such
financing statement, with respect to the Receivables, except in each case
any such instrument solely securing the rights and preserving the Lien of
the Collateral Agent, for the benefit of the Trustee for the Noteholders
and Financial Security.

(b) IMPAIRMENT OF RIGHTS. The Issuer shall not take any action, or
fail to take any action, if such action or failure to take action may (i)
interfere with the enforcement of any rights under the Transaction
Documents that are material to the rights, benefits or obligations of the
Trustee, the Noteholders or Financial Security, (ii) result in a Material
Adverse Change in respect of the Receivables or (iii) impair the ability of
the Issuer to perform its obligations under the Transaction Documents,
including any consolidation, merger with any Person or any transfer of all
or any material amount of the assets of the Issuer to any other Person if
such consolidation, merger or transfer would materially impair the net
worth of the Issuer or any successor Person obligated, after such event, to
perform such Person's obligations under the Transaction Documents.

(c) WAIVER, AMENDMENTS, ETC. The Issuer shall not waive, modify or
amend, or consent to any waiver, modification or amendment of, any of the
provisions of any of the Transaction Documents or the Certificate of
incorporation or by-laws of the Issuer unless (i) if no Insurer Default
shall have occurred and be continuing Financial Security shall have
occurred and be continuing Financial Security shall have consented thereto
in writing or (ii) if an Issuer Default shall have occurred and be
continuing which would adversely affect the interests of Financial
Security.

(d) SUCCESSORS. The Issuer shall not terminate or designate, or
consent to the termination or designation of, the servicer, back-up
servicer or collateral agent or any successor thereto without the prior
approval of Financial Security.

(e) OTHER ACTIVITIES. The Issuer shall not issue securities other
than the Securities or create, incur, assume or suffer to exist any
Indebtedness or sell, transfer, exchange or otherwise dispose of any of its
assets, or engage in any business or activity, except for the Transaction
and otherwise only if the following conditions are met: (i) no other
securities of the Issuer will be downgraded or listed for credit review for
possible downgrade by reason of such transaction, (ii) the shadow rating of
the Securities is not reduced by reason of such transaction, (iii) all
parties to such transaction enter into agreements with the Issuer (and
satisfactory to Financial Security), with Financial Security as a named
third-party beneficiary, not to commence a bankruptcy, reorganization or
similar proceeding against the Issuer.

(f) SUBSIDIARIES. The Issuer shall not form, or cause to be formed,
any Subsidiaries.

(g) ISSUANCE OF STOCK. The Issuer shall not issue any shares of
capital stock or rights, warrants or options in respect of capital stock or
securities convertible into or exchangeable for capital stock, other than
the shares of common stock which have been pledged to Financial Security
under the Stock Pledge Agreement.

(h) NO MERGERS. The Issuer shall not consolidate with or merger into
any Person or transfer all or any material amount of its assets to any
Person or liquidate or dissolve.

(i) INSOLVENCY. The Issuer shall not commence with respect to ORFC
any case, proceeding or other action (A) under any existing or future law
of any jurisdiction, domestic or foreign, relating to the bankruptcy,
insolvency, reorganization or relief of debtors, seeking to have an order
for relief entered with respect to it, or seeking reorganization,
arrangement, adjustment, winding-up, liquidation, dissolution, corporation
or other relief with respect to it or (B) seeking appointment of a
receiver, trustee, custodian or other similar official for it or for all or
any substantial part of its assets, or make a general assignment for the
benefit of its creditors. Neither OFL nor the Issuer shall take any action
in furtherance of, or indicating the consent to, approval of, or
acquiescence in any of the acts set forth above. The Issuer shall not
admit in writing its inability to pay its debts.

ARTICLE III

THE POLICY; REIMBURSEMENT; INDEMNIFICATION

Section 3.01. ISSUANCE OF THE POLICY. Financial Security agrees to issue
the Policy subject to satisfaction of each and all of the conditions precedent
set forth in Appendix A hereto.

Section 3.02. PAYMENT OF FEES AND PREMIUM.

(a) INDUCEMENT LETTER FEES AND EXPENSES. On the Date of Issuance,
OFL shall pay or cause to be paid the amounts specified with respect to
fees, expenses and disbursements in the Inducement Letter, unless otherwise
agreed between OFL and Financial Security.

(b) LEGAL FEES. On the Date of Issuance, OFL shall pay or cause to
be paid legal fees and disbursements incurred by Financial Security in
connection with the issuance of the Policy, unless otherwise agreed between
OFL and Financial Security.

(c) RATING AGENCY FEES. The initial fees of S&P and Moody's with
respect to the Securities and the Transaction shall be paid by OFL in full
on the Date of Issuance, or otherwise provided for to the satisfaction of
Financial Security. All periodic and subsequent fees of S&P or Moody's
with respect to, and directly allocable to, the Securities and the
Transaction shall be for the account of, and shall be billed to, OFL. The
fees for any other rating agency shall be paid by the party requesting such
other agency's rating, unless such other agency is a substitute for S&P or
Moody's in the event that S&P or ▇▇▇▇▇'▇ is no longer determining a capital
charge with respect to the Policy by Financial Security, in which case the
cost for such agency shall be paid by OFL.

(d) AUDITORS' FEES. OFL shall pay on demand any fees of Financial
Security's auditors payable in respect of any Offering Document that are
incurred after the Date of Issuance. It is understood that Financial
Security's auditors shall not incur any additional fees in respect of
future Offering Documents except at the request of or with the consent of
OFL.

(e) PREMIUM. In consideration of the issuance by Financial Security
of the Policy, Financial Security shall be entitled to receive the Premium
as and when due in accordance with the terms of the Premium Letter. The
Premium paid hereunder or under the Servicing Agreement shall be
nonrefundable without regard to whether Financial Security makes any
payment under the Policy or any other circumstances relating to the
Securities or provision being made for payment of the Securities prior to
maturity.

Section 3.03. REIMBURSEMENT AND ADDITIONAL PAYMENT OBLIGATION. OFL agrees
to pay to Financial Security the following amounts as and when incurred:

(a) a sum equal to the total of all amounts paid by Financial
Security under the Policy;

(b) any and all out-of-pocket charges, fees, costs and expenses which
Financial Security may reasonably pay or incur, including, but not limited
to, attorneys' and accountants' fees and expenses, in connection with (i)
in the event of payments under the Policy, any accounts established to
facilitate payments under the Policy, to the extent Financial Security has
not been immediately reimbursed on the date that any amount is paid by
Financial Security under the Policy, or other administrative expenses
relating to

such payments under the Policy, (ii) the enforcement, defense
or preservation of any rights in respect of any of the Transaction
Documents, including defending, monitoring or participating in any
litigation or proceeding (including any insolvency or bankruptcy proceeding
in respect of any Transaction participant or any affiliate thereof)
relating to any of the Transaction Documents, any party to any of the
Transaction Documents or the Transaction, (iii) any amendment, waiver or
other action with respect to, or related to, any Transaction Document
whether or not executed or completed, or (iv) any review or investigation
made by Financial Security in those circumstances where its approval or
consent is sought under any of the Transaction Documents;

(c) interest on any and all amounts described in Section 3.03(a) or
(b) or Section 3.02(e) from the date due to Financial Security pursuant to
the provisions hereof until payment thereof in full, payable to Financial
Security at the Late Payment Rate per annum; and

(d) any payments made by Financial Security on behalf of, or advanced
to, OFL, in its capacity as Servicer, or the Trustee, including, without
limitation, any amounts payable by OFL, in its capacity as Servicer, or the
Trustee pursuant to the Securities or any other Transaction Documents; and
any payments made by Financial Security as, or in lieu of, any servicing,
management, trustee, custodial or administrative fees payable, in the sole
discretion of Financial Security to third parties in connection with the
Transaction.

Section 3.04. INDEMNIFICATION.

(a) INDEMNIFICATION BY OFL. In addition to any and all rights of
reimbursement, indemnification, subrogation and any other rights pursuant
hereto or under law or in equity, OFL hereby agrees to pay, and to protect,
indemnify and save harmless, Financial Security and its officers,
directors, shareholders, employees, agents and each Person, if any, who
controls Financial Security within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act from and against any and
all claims, losses, liabilities (including penalties), actions, suits,
judgments, demands, damages, costs or expenses (including, without
limitation, fees and expenses of attorneys, consultants and auditors and
reasonable costs of investigations) of any nature arising out of or
relating to the transactions contemplated by the Transaction Documents by
reason of:

(i) the negligence, bad faith, willful misconduct, misfeasance,
malfeasance or theft committed by any director, officer, employee or
agent of OFL, ORFC or the Issuer;

(ii) the breach by OFL, ORFC or the Issuer of any representation,
warranty or covenant under any of the Transaction Documents or the
occurrence, in respect of OFL, ORFC or the Issuer under any of the
Transaction Documents of any "event of default" or any event which,
with the giving of notice or the lapse of time or both, would
constitute any "event of default"; or

(iii) any untrue statement or alleged untrue statement of a
material fact contained in any Offering Document or any omission or
alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not
misleading, except insofar as such claims arise out of or are based
upon any untrue statement or omission in information included in an
Offering Document and furnished by Financial Security in writing
expressly for use therein (all such information so furnished by
Financial Security being referred to herein as "FINANCIAL SECURITY
INFORMATION").

(b) CONDUCT OF ACTIONS OR PROCEEDINGS. If any action or proceeding
(including any governmental investigation) shall be brought or asserted
against Financial Security, any officer, director, shareholder, employee or
agent of Financial Security or any Person controlling Financial Security
(individually, an "INDEMNIFIED PARTY" and, collectively, the "INDEMNIFIED
PARTIES") in respect of which indemnity may be sought from OFL (the
"INDEMNIFYING PARTY") hereunder, Financial Security shall promptly notify
the Indemnifying Party in writing, and the Indemnifying Party shall assume
the defense thereof, including the employment of counsel satisfactory to
Financial Security and the payment of all expenses. An Indemnified Party
shall have the right to employ separate counsel in any such action and to
participate in the defense thereof at the expense of the Indemnified Party;
PROVIDED, HOWEVER, that the fees and expenses of such separate counsel
shall only be at the expense of the Indemnifying Party if (i) the
Indemnifying Party has agreed to pay such fees and expenses, (ii) the
Indemnifying Party shall have failed to assume the defense of such action
or proceeding and employ counsel satisfactory to Financial Security in any
such action or proceeding or (iii) the named parties to any such action or
proceeding (including any impleaded parties) include both the Indemnified
Party and the Indemnifying Party, and the Indemnified Party shall have been
advised by counsel that (A) there may be one or more legal defenses
available to it which are different from or additional to those available
to the Indemnifying Party and (B) the representation of the Indemnifying
Party and the Indemnified Party by the same counsel would be inappropriate
or contrary to prudent practice (in which case, if the Indemnified Party
notifies the Indemnifying Party in writing that it elects to employ
separate counsel at the expense of the Indemnifying Party, the Indemnifying
Party shall not have the right to assume the defense of such action or
proceeding on behalf of such Indemnified Party, it being understood,
however, that the Indemnifying Party shall not, in connection with any one
such action or proceeding or separate but substantially similar or related
actions or proceedings in the same jurisdiction arising out of the same
general allegations or circumstances, be liable for the reasonable fees and
expenses of more than one separate firm of attorneys at any time for the
Indemnified Parties, which firm shall be designated in writing by Financial
Security). The Indemnifying Party shall not be liable for any settlement
of any such action or proceeding effected without its written consent but,
if settled with its written consent, or if there be a final judgment for
the plaintiff in any such action or proceeding with respect to which the
Indemnifying Party shall have received notice in accordance with this
subsection (b), the Indemnifying Party agrees to indemnify and hold the
Indemnified Parties harmless from and against any loss or liability by
reason of such settlement or judgment.

(c) CONTRIBUTION. To provide for just and equitable contribution if
the indemnification provided by the Indemnifying Party is determined to be
unavailable for any Indemnified Party (other than due to application of
this Section), the Indemnifying Party shall contribute to the losses
incurred by the Indemnified Party on the basis of the relative fault of the
Indemnifying Party, on the one hand, and the Indemnified Party, on the
other hand.

Section 3.05. SUBROGATION. Subject only to the priority of payment
provisions of the Indenture and the Security Agreement, each of the parties
hereto acknowledges that, to the extent of any payment made by Financial
Security pursuant to the Policy, Financial Security is to be fully subrogated to
the extent of such payment and any additional interest due on any late payment,
to the rights of the Noteholders to any moneys paid or payable in respect of the
Securities under the Transaction Documents or otherwise. Each of the parties
hereto agrees to such subrogation and, further, agrees to execute such
instruments and to take such actions as, in the sole judgment of Financial
Security, are necessary to evidence such subrogation and to perfect the rights
of Financial Security to receive any moneys paid or payable in respect of the
Securities under the Transaction Documents or otherwise.

ARTICLE IV

FURTHER AGREEMENTS

Section 4.01. EFFECTIVE DATE; TERM OF AGREEMENT. This Agreement shall
take effect on the Date of Issuance and shall remain in effect until the later
of (a) such time as Financial Security is no longer subject to a claim under the
Policy and the Policy shall have been surrendered to Financial Security for
cancellation and (b) all amounts payable to Financial Security and the
Noteholders under the Transaction Documents and under the Securities have been
paid in full; PROVIDED, HOWEVER, that the provisions of Sections 3.02, 3.03 and
3.04 hereof shall survive any termination of this Agreement.

Section 4.02. OBLIGATIONS ABSOLUTE. (a) The payment obligations of OFL,
ORFC and the Issuer hereunder shall be absolute and unconditional, and shall be
paid strictly in accordance with this Agreement under all circumstances
irrespective of (i) any lack of validity or enforceability of, or any amendment
or other modifications of, or waiver with respect to, any of the Transaction
Documents, the Securities or the Policy; (ii) any exchange or release of any
other obligations hereunder; (iii) the existence of any claim, setoff, defense,
reduction, abatement or other right which OFL, ORFC or the Issuer may have at
any time against Financial Security or any other Person; (iv) any document
presented in connection with the Policy proving to be forged, fraudulent,
invalid or insufficient in any respect, including any failure to strictly comply
with the terms of the Policy, or any statement therein being untrue or
inaccurate in any respect; (v) any failure of the Issuer to receive the proceeds
from the sale of the Securities; (vi) any breach by OFL, ORFC or the Issuer of
any representation, warranty or covenant contained in any of the Transaction
Documents; or (vii) any other circumstances, other than payment in full, which
might otherwise constitute a defense available to, or discharge of, OFL, ORFC or
the Issuer in respect of any Transaction Document.

(b) OFL, ORFC and the Issuer and any and all others who are now or may
become liable for all or part of the obligations of such Persons under this
Agreement agree to be bound by this Agreement and (i) to the extent permitted by
law, waive and renounce any and all redemption and exemption rights and the
benefit of all valuation and appraisement privileges against the indebtedness,
if any, and obligations evidenced by any Transaction Document or by any
extension or renewal thereof; (ii) waive presentment and demand for payment,
notices of nonpayment and of dishonor, protest of dishonor and notice of
protest; (iii) waive all notices in connection with the delivery and acceptance
hereof and all other notices in connection with the performance, default or
enforcement of any payment hereunder except as required by the Transaction
Documents; (iv) waive all rights of abatement, diminution, postponement or
deduction, or to any defense other than payment, or to any right of setoff or
recoupment arising out of any breach under any of the Transaction Documents, by
any party thereto or any beneficiary thereof, or out of any obligation at any
time owing to OFL, ORFC or the Issuer; (v) agree that any consent, waiver or
forbearance hereunder with respect to an event shall operate only for such event
and not for any subsequent event; (vi) consent to any and all extensions of time
that may be granted by Financial Security with respect to any payment hereunder
or other provisions hereof and to the release of any security at any time given
for any payment hereunder, or any part thereof, with or without substitution,
and to the release of any Person or entity liable for any such payment; and
(vii) consent to the addition of any and all other makers, endorsers, guarantors
and other obligors for any payment hereunder, and to the acceptance of any and
all other security for any payment hereunder, and agree that the addition of any
such obligors or security shall not affect the liability of the parties hereto
for any payment hereunder.

(c) Nothing herein shall be construed as prohibiting OFL, ORFC or the
Issuer from pursuing any rights or remedies it may have against any Person other
than Financial Security in a separate legal proceeding.

Section 4.03. ASSIGNMENTS; REINSURANCE; THIRD-PARTY RIGHTS. (a) This
Agreement shall be a continuing obligation of the parties hereto and shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and permitted assigns. None of OFL, ORFC nor the Issuer may assign
its rights under this Agreement, or delegate any of its duties hereunder,
without the prior written consent of Financial Security. Any assignment made in
violation of this Agreement shall be null and void.

(b) Financial Security shall have the right to give participations in its
rights under this Agreement and to enter into contracts of reinsurance with
respect to the Policy upon such terms and conditions as Financial Security may
in its discretion determine; PROVIDED, HOWEVER, that no such participation or
reinsurance agreement or arrangement shall relieve Financial Security of any of
its obligations hereunder or under the Policy.

(c) In addition, Financial Security shall be entitled to assign or pledge
to any bank or other lender providing liquidity or credit with respect to the
Transaction or the obligations of Financial Security in connection therewith any
rights of Financial Security under the Transaction Documents or with respect to
any real or personal property or other interests pledged to Financial Security,
or in which Financial Security has a security interest, in connection with the
Transaction.

(d) Except as provided herein with respect to participants and reinsurers,
nothing in this Agreement shall confer any right, remedy or claim, express or
implied, upon any Person, including, particularly, any Noteholder, other than
Financial Security, against OFL, ORFC or the Issuer, and all the terms,
covenants, conditions, promises and agreements contained herein shall be for the
sole and exclusive benefit of the parties hereto and their successors and
permitted assigns. Neither the Trustee nor any Noteholder shall have any right
to payment from any premiums paid or payable hereunder or from any other amounts
paid by OFL or the Issuer pursuant to Section 3.02, 3.03 or 3.04 hereof.

Section 4.04. LIABILITY OF FINANCIAL SECURITY. Neither Financial Security
nor any of its officers, directors or employees shall be liable or responsible
for: (a) the use which may be made of the Policy by the Trustee or for any acts
or omissions of the Trustee in connection therewith or (b) the validity,
sufficiency, accuracy or genuineness of documents delivered to Financial
Security (or its Fiscal Agent) in connection with any claim under the Policy, or
of any signatures thereon, even if such documents or signatures should in fact
prove to be in any or all respects invalid, insufficient, fraudulent or forged
(unless Financial Security had actual knowledge thereof). In furtherance and
not in limitation of the foregoing, Financial Security (or its Fiscal Agent) may
accept documents that appear on their face to be in order, without
responsibility for further investigation.

ARTICLE V

EVENTS OF DEFAULT; REMEDIES

Section 5.01. EVENTS OF DEFAULT. The occurrence of any of the following
events shall constitute an Event of Default hereunder:

(a) any demand for payment shall be made under the Policy;

(b) any representation or warranty made by OFL, ORFC or the Issuer
under any of the Transaction Documents, or in any certificate or report
furnished under any of the Transaction Documents, shall prove to be untrue
or incorrect in any material respect; PROVIDED, HOWEVER, that if OFL, ORFC
or the Issuer effectively cures any such defect in any representation or
warranty under any Transaction Document, or certificate or report furnished
under any Transaction Document, within the time period specified in the
relevant Transaction Document as the cure period therefor, such defect
shall not in and of itself constitute an Event of Default hereunder;

(c) (i) OFL, ORFC or the Issuer shall fail to pay when due any amount
payable by it, shall fail to effect any purchase or repurchase required to
be made by it, in each case, hereunder or under any of the Transaction
Documents unless such amounts are paid in full within any applicable cure
period explicitly provided for under the relevant Transaction Document;
(ii) OFL, ORFC or the Issuer shall have asserted that any material
provision of the Transaction Documents to which it is a party is not valid
and binding on the parties thereto; or (iii) any court, governmental
authority or agency having

jurisdiction over any of the parties to any of the Transaction Documents
or any property thereof shall find or rule that any material provision
of any of the Transaction Documents is not valid and binding on the
parties thereto;

(d) OFL, ORFC or the Issuer shall fail to perform or observe any
other covenant or agreement contained in any of the Transaction Documents
(except for the obligations described under clause (c) above) and such
failure shall continue beyond any applicable cure period explicitly
provided for under the relevant Transaction Document;

(e) any of OFL, ORFC or the Issuer shall fail to pay its debts
generally as they come due, or shall admit in writing its inability to pay
its debts generally, or shall make a general assignment for the benefit of
creditors, or shall institute any proceeding seeking to adjudicate it
insolvent or seeking a liquidation, or shall take advantage of any
insolvency act, or shall commence a case or other proceeding naming it as
debtor under the United States Bankruptcy Code or similar law, domestic or
foreign, or a case or other proceeding shall be commenced against any of
OFL, ORFC or the Issuer under the United States Bankruptcy Code or similar
law, domestic or foreign, or any proceeding shall be instituted against any
of OFL, ORFC or the Issuer seeking liquidation of its assets and such
Person shall fail to take appropriate action resulting in the withdrawal or
dismissal of such proceeding within 30 days or there shall be appointed or
any of OFL, ORFC or the Issuer shall consent to, or acquiesce in, the
appointment of a receiver, liquidator, conservator, trustee or similar
official in respect of such Person or the whole or any substantial part of
its properties or assets or such Person shall take any corporate action in
furtherance of any of the foregoing;

(f) the occurrence of an Insurance Agreement Event of Default with
respect to any Term Transaction, which Insurance Agreement Event of Default
is not defined as a "Portfolio Performance Event of Default" in the related
Insurance Agreement;

(g) ORFC shall fail to make a deposit with respect to any WAC
Deficiency Amount in accordance with the provisions of Section 3.1(f) of
the Servicing Agreement, and such failure shall continue for one Business
Day;

(h) it shall be determined on any Determination Date that the
Collateral Test shall fail to have been satisfied as of the immediately
preceding Accounting Date, after taking into account any deposit made by
ORFC to the Collection Account on such Determination Date and such failure
shall continue for one Business Day;

(i) a Servicer Termination Event shall occur; or

(j) the occurrence of an "Event of Default" under the Repurchase
Agreement and either (x) the Repurchase Date (as defined in the Repurchase
Agreement) shall have been deemed to automatically occur or (y) the Issuer
shall have exercised its option to have the Repurchase Date immediately
occur pursuant to Section 8(a) of the Repurchase Agreement.

Section 5.02. REMEDIES; WAIVERS. (a) Upon the occurrence of an Event of
Default, Financial Security may exercise any one or more of the rights and
remedies set forth below:

(i) declare the Premium Supplement to be immediately due and payable,
and the same shall thereupon be immediately due and payable, whether or not
Financial Security shall have declared an "Event of Default" or shall have
exercised, or be entitled to exercise, any other rights or remedies
hereunder;

(ii) exercise any rights and remedies available under the Transaction
Documents in its own capacity or in its capacity as the Person entitled to
exercise the rights of the Noteholders in respect of the Securities; or

(iii) take whatever action at law or in equity may appear
necessary or desirable in its judgment to enforce performance of any
obligation of OFL, ORFC or the Issuer under the Transaction Documents.

(b) Unless otherwise expressly provided, no remedy herein conferred upon
or reserved is intended to be exclusive of any other available remedy, but each
remedy shall be cumulative and shall be in addition to other remedies given
under the Transaction Documents or existing at law or in equity. No delay or
failure to exercise any right or power accruing under any Transaction Document
upon the occurrence of any Event of Default or otherwise shall impair any such
right or power or shall be construed to be a waiver thereof, but any such right
and power may be exercised from time to time and as often as may be deemed
expedient. In order to entitle Financial Security to exercise any remedy
reserved to Financial Security in this Article, it shall not be necessary to
give any notice, other than such notice as may be expressly required in this
Article.

(c) If any proceeding has been commenced to enforce any right or remedy
under this Agreement and such proceeding has been discontinued or abandoned for
any reason, or has been determined adversely to Financial Security, then and in
every such case the parties hereto shall, subject to any determination in such
proceeding, be restored to their respective former positions hereunder, and,
thereafter, all rights and remedies of Financial Security shall continue as
though no such proceeding had been instituted.

(d) Financial Security shall have the right, to be exercised in its
complete discretion, to waive any covenant, Default or Event of Default by a
writing setting forth the terms, conditions and extent of such waiver signed by
Financial Security and delivered to OFL, ORFC and the Issuer. Any such waiver
may only be effected in writing duly executed by Financial Security, and no
other course of conduct shall constitute a waiver of any provision hereof.
Unless such writing expressly provides to the contrary, any waiver so granted
shall extend only to the specific event or occurrence so waived and not to any
other similar event or occurrence.

(e) Upon the declaration of an Event of Default by Financial Security,
Financial Security shall provide written notice of such Event of Default to the
Rating Agencies.

ARTICLE VI

MISCELLANEOUS

Section 6.01. AMENDMENTS, ETC. This Agreement may be amended, modified or
terminated only by written instrument or written instruments signed by the
parties hereto. No act or course of dealing shall be deemed to constitute an
amendment, modification or termination hereof.

Section 6.02. NOTICES. All demands, notices and other communications to
be given hereunder shall be in writing (except as otherwise specifically
provided herein) and shall be mailed by registered mail or personally delivered
or telecopied to the recipient as follows:

(a) To Financial Security: Financial Security Assurance Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Surveillance Department
Re: Arcadia Receivables Conduit Corp.,
Floating Rate Automobile Receivables-
Backed Notes/Olympic Structured
Warehouse Facility
Confirmation: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy Nos.: (▇▇▇) ▇▇▇-▇▇▇▇, (▇▇▇) ▇▇▇-▇▇▇▇

(in each case in which notice or other
communication to Financial Security refers to
an Event of Default, a claim on the Policy or
with respect to which failure on the part of
Financial Security to respond shall be deemed
to constitute consent or acceptance, then a
copy of such notice or other communication
should also be sent to the attention of each
of the General Counsel and the Head--
Financial Guaranty Group and shall be marked
to indicate "URGENT MATERIAL ENCLOSED.")

(b) To OFL: Olympic Financial Ltd.
Olympic Place
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: Treasurer

(c) To ORFC: Olympic Receivables Finance Corp.
Olympic Place
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: Treasurer

(d) To the Issuer: Arcadia Receivables Conduit Corp.
Olympic Place
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: Treasurer

A party may specify an additional or different address or addresses by
writing mailed or delivered to the other party as aforesaid. All such notices
and other communications shall be effective upon receipt.

Section 6.03. PAYMENT PROCEDURE. In the event of any payment by Financial
Security for which it is entitled to be reimbursed or indemnified as provided
herein, each party obligated hereunder to make such reimbursement or provide
such indemnification agrees to accept the voucher or other evidence of payment
as prima facie evidence of the propriety thereof and the liability therefor to
Financial Security. All payments to be made to Financial Security under this
Agreement shall be made to Financial Security in lawful currency of the United
States of America in immediately available funds to the account number provided
in the Premium Letter before 1:00 p.m. (New York, New York time) on the date
when due or as Financial Security shall otherwise direct by written notice to
OFL. In the event that the date of any payment to Financial Security or the
expiration of any time period hereunder occurs on a day which is not a Business
Day, then such payment or expiration of time period shall be made or occur on
the next succeeding Business Day with the same force and effect as if such
payment was made or time period expired on the scheduled date of payment or
expiration date. Payments to be made to Financial Security under this Agreement
shall bear interest at the Late Payment Rate from the date due to the date paid.

Section 6.04. SEVERABILITY. In the event that any provision of this
Agreement shall be held invalid or unenforceable by any court of competent
jurisdiction, the parties hereto agree that such holding shall not invalidate or
render unenforceable any other provision hereof. The parties hereto further
agree that the holding by any court of competent jurisdiction that any remedy
pursued by any party hereto is unavailable or unenforceable shall not affect in
any way the ability of such party to pursue any other remedy available to it.

Section 6.05. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Section 6.06. CONSENT TO JURISDICTION. (a) THE PARTIES HERETO HEREBY
IRREVOCABLY SUBMIT TO THE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR
THE SOUTHERN DISTRICT OF NEW YORK AND ANY COURT IN THE STATE OF NEW YORK LOCATED
IN THE CITY AND COUNTY OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN
ANY ACTION, SUIT OR PROCEEDING BROUGHT AGAINST IT AND TO OR IN CONNECTION WITH
ANY OF THE TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREUNDER OR
FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND THE PARTIES HERETO HEREBY
IRREVOCABLY AND UNCONDITIONALLY AGREE

THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD OR
DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE EXTENT PERMITTED BY LAW,
IN SUCH FEDERAL COURT. THE PARTIES HERETO AGREE THAT A FINAL JUDGMENT IN ANY
SUCH ACTION, SUIT OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN
OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED
BY LAW. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES HERETO HEREBY
WAIVE AND AGREE NOT TO ASSERT BY WAY OF MOTION, AS A DEFENSE OR OTHERWISE IN
ANY SUCH SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY
SUBJECT TO THE JURISDICTION OF SUCH COURTS, THAT THE SUIT, ACTION OR
PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM, THAT THE VENUE OF THE SUIT,
ACTION OR PROCEEDING IS IMPROPER OR THAT THE TRANSACTION DOCUMENTS OR THE
SUBJECT MATTER THEREOF MAY NOT BE LITIGATED IN OR BY SUCH COURTS.

(b) To the extent permitted by applicable law, the parties hereto shall
not seek and hereby waive the right to any review of the judgment of any such
court by any court of any other nation or jurisdiction which may be called upon
to grant an enforcement of such judgment.

(c) Each of OFL, ORFC and the Issuer hereby irrevocably appoints and
designates CT Corporation System, whose address is ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇
▇▇▇▇ ▇▇▇▇▇, as its true and lawful attorney and duly authorized agent for
acceptance of service of legal process. Each of OFL, ORFC and the Issuer agrees
that service of such process upon such Person shall constitute personal service
of such process upon it.

(d) Nothing contained in the Agreement shall limit or affect Financial
Security's right to serve process in any other manner permitted by law or to
start legal proceedings relating to any of the Transaction Documents against
OFL, ORFC or the Issuer or its property in the courts of any jurisdiction.

Section 6.07. CONSENT OF FINANCIAL SECURITY. In the event that Financial
Security's consent is required under any of the Transaction Documents, the
determination whether to grant or withhold such consent shall be made by
Financial Security in its sole discretion without any implied duty towards any
other Person, except as otherwise expressly provided therein.

Section 6.08. COUNTERPARTS. This Agreement may be executed in
counterparts by the parties hereto, and all such counterparts shall constitute
one and the same instrument.

Section 6.09. TRIAL BY JURY WAIVED. EACH PARTY HERETO HEREBY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF
ANY LITIGATION ARISING DIRECTLY OR INDIRECTLY OUT OF, UNDER OR IN CONNECTION
WITH ANY OF THE TRANSACTION DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED
THEREUNDER. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT IT
WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND

(B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THE TRANSACTION
DOCUMENTS TO WHICH IT IS A PARTY BY, AMONG OTHER THINGS, THIS WAIVER.

Section 6.10. LIMITED LIABILITY. No recourse under any Transaction
Document shall be had against, and no personal liability shall attach to, any
officer, employee, director, affiliate or shareholder of any party hereto, as
such, by the enforcement of any assessment or by any legal or equitable
proceeding, by virtue of any statute or otherwise in respect of any of the
Transaction Documents, the Securities or the Policy, it being expressly agreed
and understood that each Transaction Document is solely a corporate obligation
of each party hereto, and that any and all personal liability, either at common
law or in equity, or by statute or constitution, of every such officer,
employee, director, affiliate or shareholder for breaches by any party hereto of
any obligations under any Transaction Document is hereby expressly waived as a
condition of and in consideration for the execution and delivery of this
Agreement.

Section 6.11. ENTIRE AGREEMENT. This Agreement, the Premium Letter and
the Policy set forth the entire agreement between the parties with respect to
the subject matter thereof, and this Agreement supersedes and replaces any
agreement or understanding that may have existed between the parties prior to
the date hereof in respect of such subject matter.

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this Agreement, all as of the day and year first above written.

FINANCIAL SECURITY ASSURANCE INC.

By: ________________________________
Authorized Officer

OLYMPIC FINANCIAL LTD.

By: ________________________________
Title: ________________________________

OLYMPIC RECEIVABLES FINANCE CORP.

By: ________________________________
Title: ________________________________

ARCADIA RECEIVABLES CONDUIT CORP.

By: ________________________________
Title: ________________________________

APPENDIX I

DEFINITIONS

"ACCUMULATED FUNDING DEFICIENCY" shall have the meaning provided in Section
412 of the Code and Section 302 of ERISA, whether or not waived.

"ASSIGNMENT AGREEMENT" means, with respect to any Receivables, the
assignment agreement between OFL and ORFC pursuant to which OFL sells and
assigns Receivables to ORFC, in such form as is attached to the Receivables
Purchase Agreement and Assignment as Exhibit A.

"BUSINESS DAY" means any day other than (a) a Saturday or Sunday or (b) a
day on which banking institutions in the City of New York, New York or the City
of Minneapolis, Minnesota are authorized or obligated by law or executive order
to be closed.

"CODE" means the Internal Revenue Code of 1986, including, unless the
context otherwise requires, the rules and regulations thereunder, as amended
from time to time.

"COMMISSION" means the Securities and Exchange Commission.

"COMMONLY CONTROLLED ENTITY" means ORFC or the Issuer and each entity,
whether or not incorporated, which is affiliated with such Person pursuant to
Section 414(b), (c), (m) or (o) of the Code.

"CUSTODIAN AGREEMENT" means any Custodian Agreement as defined in the
Servicing Agreement.

"DATE OF ISSUANCE" means the date on which the Policy is issued as
specified therein.

"DEFAULT" means any event which results, or which with the giving of notice
or the lapse of time or both would result, in an Event of Default.

"ERISA" means the Employee Retirement Income Security Act of 1974,
including, unless the context otherwise requires, the rules and regulations
thereunder, as amended from time to time.

"EVENT OF DEFAULT" means any event of default specified in Section 5.01 of
the Insurance Agreement.

"EXPIRATION DATE" means the final date of the Term of the Policy, as
specified in the Policy.

"FINANCIAL SECURITY" means Financial Security Assurance Inc., a New York
stock insurance company, its successors and assigns.

"FINANCIAL STATEMENTS" means with respect to each of OFL and ORFC the
balance sheets as of December 31, 1995 and the statements of income, retained
earnings and cash flows for the 12-month period then ended and the notes thereto
and the balance sheets as of September 30, 1996 and the statements of income,
retained earnings and cash flows for the fiscal quarter then ended.

"FISCAL AGENT" means the Fiscal Agent, if any, designated pursuant to the
terms of the Policy.

"INDEBTEDNESS" of any Person means at any date, without duplication, (i)
all obligations of such Person for borrowed money, (ii) all obligations of such
Person evidenced by bonds, debentures, notes or other similar instruments, (iii)
all obligations of such Person to pay the deferred purchase price of property or
services, except trade accounts payable arising in the ordinary course of
business, (iv) all obligations of such Person as lessee under any capital
leases, (v) all Indebtedness of others secured by a Lien on any asset of such
Person, whether or not such Indebtedness is assumed by such Person, (vi) all
Indebtedness of others guaranteed by such Person or with respect to which such
Person shall agree to become directly or contingently liable by, and (vii) all
obligations of such Person in connection with the repurchase of motor vehicle
retail installment sales contracts.

"INDENTURE" means the Indenture dated as of the date hereof between the
Issuer and the Trustee, pursuant to which the Issuer issues the Securities, as
the same may be amended from time to time.

"INSURANCE AGREEMENT" means this Insurance and Indemnity Agreement, as the
same may be amended from time to time, and, with respect to a Term Transaction,
any Insurance and Indemnity Agreement entered into in connection with such Term
Transaction.

"INSURANCE AGREEMENT EVENT OF DEFAULT" means an "Event of Default" under
any Insurance and Indemnity Agreement among Financial Security, OFL and Olympic
Receivables Finance Corp. entered into with respect to a Term Transaction.

"INVESTMENT COMPANY ACT" means the Investment Company Act of 1940,
including, unless the context otherwise requires, the rules and regulations
thereunder, as amended from time to time.

"IRS" means the Internal Revenue Service.

"LATE PAYMENT RATE" means the lesser of (a) the greater of (i) the per
annum rate of interest, publicly announced from time to time by Chemical Bank at
its principal office in the City of New York, as its prime or base lending rate
(any change in such rate of interest to be effective on the date such change is
announced by Chemical Bank) plus 3%, and (ii) the then applicable highest rate
of interest on the Securities and (b) the maximum rate permissible under
applicable usury or similar laws limiting interest rates. The Late Payment Rate
shall be computed on the basis of the actual number of days elapsed over the
actual number of days in the current calendar year.

"LIEN" means, as applied to the property or assets (or the income or
profits therefrom) of any Person, in each case whether the same is consensual or
nonconsensual or arises by contract, operation of law, legal process or
otherwise: (a) any mortgage, lien, pledge, attachment, charge, lease,
conditional sale or other title retention agreement, or other security interest
or encumbrance of any kind or (b) any arrangement, express or implied, under
which such property or assets are transferred, sequestered or otherwise
identified for the purpose of subjecting or making available the same for the
payment of debt or performance of any other obligation in priority to the
payment of the general, unsecured creditors of such Person.

"LOCKBOX AGREEMENT" means the Lockbox Agreement, as defined in the
Servicing Agreement.

"MATERIAL ADVERSE CHANGE" means, (a) in respect of any Person, a material
adverse change in (i) the business, financial condition, results of operations
or properties of such Person or any of its Subsidiaries or (ii) the ability of
such Person to perform its obligations under any of the Transaction Documents to
which it is a party and (b) in respect of the Receivables, a material adverse
change in (i) the value or marketability of the Receivables, taken as a whole,
or (ii) the probability that amounts now or hereafter due in respect of a
material portion of the Receivables will be collected on a timely basis.

"MOODY'S" means ▇▇▇▇▇'▇ Investors Service, Inc., a Delaware corporation,
and any successor thereto, and, if such corporation shall for any reason no
longer perform the functions of a securities rating agency, "Moody's" shall be
deemed to refer to any other nationally recognized rating agency designated by
Financial Security.

"MULTIEMPLOYER PLAN" means a multiemployer plan (within the meaning of
Section 4001(a)(3) of ERISA) in respect of which a Commonly Controlled Entity
makes contributions or has liability.

"NOTEHOLDERS" means registered holders of the Securities.

"NOTICE OF CLAIM" means a Notice of Claim and Certificate in the form
attached as Exhibit A to Endorsement No. 1 to the Policy.

"OFFERING DOCUMENT" means any offering document in respect of the
Securities that makes reference to the Policy.

"OTHER CONVEYED PROPERTY" has the meaning provided in the Receivables
Purchase Agreement and Assignment.

"PBGC" means the Pension Benefit Guaranty Corporation or any successor
agency, corporation or instrumentality of the United States to which the duties
and powers of the Pension Benefit Guaranty Corporation are transferred.

"PERSON" means an individual, joint stock company, trust, unincorporated
association, joint venture, corporation, business or owner trust, partnership or
other organization or entity (whether governmental or private).

"PLAN" means any pension plan (other than a Multiemployer Plan) covered by
Title IV of ERISA, which is maintained by a Commonly Controlled Entity or in
respect of which a Commonly Controlled Entity has liability.

"POLICY" means the financial guaranty insurance policy, including any
endorsements thereto, issued by Financial Security with respect to the
Securities, substantially in the form attached as Annex I to this Agreement.

"PREMIUM" means the premium payable in accordance with Section 3.02 of the
Insurance Agreement and the Premium Supplement, if any.

"PREMIUM LETTER" means the side letter between Financial Security, OFL,
ORFC, the Issuer and the Trustee dated December 3, 1996, in respect of the
premium payable by OFL in consideration of the issuance of the Policy.

"PREMIUM SUPPLEMENT" means a non-refundable premium, in addition to the
premium payable in accordance with Section 3.02 of the Insurance Agreement,
payable to Financial Security in monthly installments commencing on the Premium
Supplement Commencement Date and on each monthly anniversary thereof in
accordance with the terms set forth in the Premium Letter.

"PROVIDED DOCUMENTS" means the Transaction Documents and any documents,
agreements, instruments, schedules, certificates, statements, cash flow
schedules, number runs or other writings or data furnished to Financial Security
by or on behalf of OFL, ORFC or the Issuer with respect to themselves, their
Subsidiaries or the Transaction.

"RECEIVABLE" has the meaning provided in the Servicing Agreement.

"RECEIVABLES PURCHASE AGREEMENT AND ASSIGNMENT" means the Receivables
Purchase Agreement and Assignment dated as of the date hereof between ORFC and
OFL, as the same may be amended from time to time.

"REPORTABLE EVENT" means any of the events set forth in Section 4043(b) of
ERISA or the regulations thereunder.

"REPURCHASE AGREEMENT" means the Repurchase Agreement dated as of the date
hereof among the Issuer, as Buyer, and ORFC, as Seller, as the same may be
amended from time to time.

"RESTRICTIONS ON TRANSFERABILITY" means, as applied to the property or
assets (or the income or profits therefrom) of any Person, in each case whether
the same is consensual or non-consensual or arises by contract, operation of
law, legal process or otherwise, any material

condition to, or restriction on, the ability of such Person or any transferee
therefrom to sell, assign, transfer or otherwise liquidate such property or
assets in a commercially reasonable time and manner or which would otherwise
materially deprive such Person or any transferee therefrom of the benefits
of ownership of such property or assets.

"SECURITIES" means the Issuer's Floating Rate Automobile Receivables-Backed
Notes, issued in one or more series pursuant to the Indenture, in an aggregate
principal amount at any one time outstanding not exceeding $300 million.

"SECURITIES ACT" means the Securities Act of 1933, including, unless the
context otherwise requires, the rules and regulations thereunder, as amended
from time to time.

"SECURITIES EXCHANGE ACT" means the Securities Exchange Act of 1934,
including, unless the context otherwise requires, the rules and regulations
thereunder, as amended from time to time.

"SECURITY AGREEMENT" means the Security Agreement dated as of the date
hereof among OFL, ORFC, the Issuer, Financial Security, Bank of America National
Trust and Savings Association, as agent, and the Trustee, as Trustee and as
Collateral Agent, as the same may be amended from time to time.

"SERVICING AGREEMENT" means the Servicing Agreement dated as of the date
hereof among the Issuer, ORFC, OFL and the Trustee, as Backup Servicer,
Collateral Agent and Indenture Trustee, as the same may be amended from time to
time.

"S&P" means Standard & Poor's Ratings Group, a division of ▇▇▇▇▇▇-▇▇▇▇,
Inc., and any successor thereto, and, if such entity shall for any reason no
longer perform the functions of a securities rating agency, "S&P" shall be
deemed to refer to any other nationally recognized rating agency designated by
Financial Security.

"SPECIAL EVENT" means the occurrence of any one of the following: (a) an
Event of Default under the Insurance Agreement has occurred and is continuing,
(b) any legal proceeding or binding arbitration is instituted with respect to
the Transaction or with respect to OFL, ORFC or the Issuer that would result in
a Material Adverse Change in respect of OFL, ORFC, the Issuer or the
Receivables, (c) any governmental or administrative investigation, action or
proceeding is instituted that would, if adversely decided, result in a Material
Adverse Change in respect of ORFC, the Issuer or the Receivables, or
(d) Financial Security pays a claim under the Policy.

"SPREAD ACCOUNT AGREEMENT" means the Spread Account Agreement, dated as of
March 26, 1993, as amended and restated as of December 3, 1996 among ORFC, OFL,
the Collateral Agent named therein and the trustees specified therein, as the
same may be further amended, supplemented or otherwise modified in accordance
with the terms thereof.

"STOCK PLEDGE AGREEMENT" means the Stock Pledge Agreement, as amended and
restated, dated as of December 3, 1996, among Financial Security, OFL and the
Collateral Agent named therein, as the same may be amended from time to time.

"SUBSIDIARY" means, with respect to any Person, any corporation of which a
majority of the outstanding shares of capital stock having ordinary voting power
for the election of directors is at the time owned by such Person directly or
through one or more Subsidiaries.

"TERM OF THE AGREEMENT" shall be determined as provided in Section 4.01 of
the Insurance Agreement.

"TERM OF THE POLICY" has the meaning provided in the Policy.

"TERM TRANSACTION" means any transaction other than the Transaction in
connection with which Financial Security has issued a financial guaranty
insurance policy to guarantee principal and/or interest on certificates or notes
representing an interest in receivables originated by OFL.

"TRANSACTION" means the transactions contemplated by the Transaction
Documents.

"TRANSACTION DOCUMENTS" means the Insurance Agreement, the Indenture, the
Servicing Agreement, the Repurchase Agreement, the Receivables Purchase
Agreement and Assignment (with respect to the Receivables), any Assignment
Agreement (with respect to the Receivables), any Custodian Agreement, the
Security Agreement, the Premium Letter, the Stock Pledge Agreement, the Lockbox
Agreement and the Spread Account Agreement.

"TRUSTEE" means Norwest Bank Minnesota, National Association, a national
banking association, as trustee under the Indenture, and any successor thereto
as trustee under the Indenture.

"TRUST INDENTURE ACT" means the Trust Indenture Act of 1939, including,
unless the context otherwise requires, the rules and regulations thereunder, as
amended from time to time.

"UNDERFUNDED PLAN" means any Plan that has an Underfunding.

"UNDERFUNDING" means, with respect to any Plan, the excess, if any, of (a)
the present value of all benefits under the Plan (based on the assumptions used
to fund the Plan pursuant to Section 412 of the Code) as of the most recent
valuation date over (b) the fair market value of the assets of such Plan as of
such valuation date.

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this Agreement, all as of the day and year first above written.

FINANCIAL SECURITY ASSURANCE INC.

By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
________________________________
Authorized Officer

OLYMPIC FINANCIAL LTD.

By: /s/ illegible
________________________________
Title: ________________________________

OLYMPIC RECEIVABLES FINANCE CORP.

By: /s/ illegible
________________________________
Title: ________________________________

ARCADIA RECEIVABLES CONDUIT CORP.

By: /s/ illegible
________________________________
Title: ________________________________

APPENDIX A
TO INSURANCE AND INDEMNITY AGREEMENT

CONDITIONS PRECEDENT TO ISSUANCE OF THE POLICY

(a) PAYMENT OF INITIAL PREMIUM AND EXPENSES; PREMIUM LETTER. Financial
Security shall have been paid, by or on behalf of OFL and ORFC, a nonrefundable
Premium and shall have been reimbursed, by or on behalf of OFL and ORFC, for
other fees and expenses identified in Section 3.02 of the Insurance Agreement as
payable at closing and Financial Security shall have received a fully executed
copy of the Premium Letter.

(b) TRANSACTION DOCUMENTS. Financial Security shall have received a copy
of each of the Transaction Documents (other than the Policy), in form and
substance satisfactory to Financial Security, duly authorized, executed and
delivered by each party thereto. Without limiting the foregoing, the provisions
of the Servicing Agreement and the Indenture relating to the payment to
Financial Security of Premium due on the Policy and the reimbursement to
Financial Security of amounts paid under the Policy shall be in form and
substance acceptable to Financial Security in its sole discretion.

(c) CERTIFIED DOCUMENTS AND RESOLUTIONS. Financial Security shall have
received a copy of (i) the certificate of incorporation and bylaws of each of
OFL, ORFC and the Issuer and (ii) the resolutions of the Board of Directors of
each of OFL, ORFC and the Issuer authorizing the execution, delivery and
performance by OFL, ORFC and the Issuer of the Transaction Documents to which it
is a party and the transactions contemplated thereby, including, as to the
Issuer, the authorization of the issuance of the Securities, certified by the
Secretary or an Assistant Secretary of OFL, ORFC or the Issuer, as the case may
be (which certificate shall state that such certificate of incorporation, bylaws
and resolutions are in full force and effect without modification on December 3,
1996.

(d) INCUMBENCY CERTIFICATE. Financial Security shall have received a
certificate of the Secretary or an Assistant Secretary of each of OFL, ORFC and
the Issuer certifying the name and signatures of the officers of OFL, ORFC or
the Issuer, as the case may be, authorized to execute and deliver the
Transaction Documents and, if applicable, that shareholder consent to the
execution and delivery of such documents is not necessary or has been obtained.

(e) REPRESENTATIONS AND WARRANTIES; CERTIFICATE. The representations and
warranties of OFL, ORFC or the Issuer, as the case may be, in the Insurance
Agreement shall be true and correct as of the Date of Issuance with respect to
such Person as if made on the Date of Issuance and Financial Security shall have
received a certificate of appropriate officers of OFL, ORFC or the Issuer, as
the case may be, to that effect.

(f) OPINIONS OF COUNSEL. Financial Security shall have received opinions
of counsel addressed to Financial Security, Moody's and S&P in respect of OFL,
ORFC, the Issuer, the other parties to the Transaction Documents and the
Transaction in form and substance satisfactory to Financial Security, addressing
such matters as Financial Security may reasonably request, and

A-1

the counsel providing each such opinion shall have been instructed by its
client to deliver such opinion to the addressees thereof.

(g) APPROVALS, ETC. Financial Security shall have received true and
correct copies of all approvals, licenses and consents, if any, including,
without limitation, the approval of the shareholders of OFL, ORFC and the
Issuer, required in connection with the Transaction.

(h) NO LITIGATION, ETC. No suit, action or other proceeding,
investigation, or injunction or final judgment relating thereto, shall be
pending or threatened before any court or governmental agency in which it is
sought to restrain or prohibit or to obtain damages or other relief in
connection with any of the Transaction Documents or the consummation of the
Transaction.

(i) LEGALITY. No statute, rule, regulation or order shall have been
enacted, entered or deemed applicable by any government or governmental or
administrative agency or court which would make the transactions contemplated by
any of the Transaction Documents illegal or otherwise prevent the consummation
thereof.

(j) ISSUANCE OF RATINGS. Financial Security shall have received
confirmation that the risk secured by the Policy constitutes an investment grade
risk by S&P and an insurable risk by Moody's.

(k) NO DEFAULT. No Default or Event of Default shall have occurred.

(l) ADDITIONAL ITEMS. Financial Security shall have received such other
documents, instruments, approvals or opinions requested by Financial Security as
may be reasonably necessary to effect the Transaction, including but not limited
to evidence satisfactory to Financial Security that all conditions precedent, if
any, in the Transaction Documents have been satisfied.

A-2

ANNEX I
TO
INSURANCE AND INDEMNITY AGREEMENT

FORM OF FINANCIAL GUARANTY INSURANCE POLICY

[LOGO] FINANCIAL FINANCIAL GUARANTY
SECURITY INSURANCE POLICY
ASSURANCE

OBLIGOR: Arcadia Receivables Conduit Corp. Policy No.: 50528-N
OBLIGATIONS: Up to $300,000,000 Original Principal Date of Issuance: 12/3/96
Amount Floating Rate Automobile
Receivables-Backed Notes

FINANCIAL SECURITY ASSURANCE INC. ("Financial Security"), for
consideration received, hereby UNCONDITIONALLY AND IRREVOCABLY GUARANTEES to
each Holder, subject only to the terms of this Policy (which includes each
endorsement hereto), the full and complete payment by the Obligor of
Scheduled Payments of principal of, and interest on, the Obligations.

For the further protection of each Holder, Financial Security
irrevocably and unconditionally guarantees:

(a) payment of the amount of any distribution of principal of, or
interest on, the Obligations made during the Term of this Policy to such
Holder that is subsequently avoided in whole or in part as a preference
payment under applicable law (such payment to be made by Financial
Security in accordance with Endorsement No. 1 hereto).

(b) payment of any amount required to be paid under this Policy by
Financial Security following Financial Security's receipt of notice as
described in Endorsement No. 1 hereto.

Financial Security shall be subrogated to the rights of each Holder to
receive payments under the Obligations to the extent of any payment by
Financial Security hereunder.

Except to the extent expressly modified by an endorsement hereto, the
following terms shall have the meanings specified for all purposes of this
Policy. "Holder" means the registered owner of any Obligation as indicated on
the registration books maintained by or on behalf of the Obligor for such
purpose or, if the Obligation is in bearer form, the holder of the
Obligation. "Scheduled Payments" means payments which are scheduled to be
made during the Term of this Policy in accordance with the original terms of
the Obligations when issued and without regard to any amendment or
modification of such Obligations thereafter; payments which become due on an
accelerated basis as a result of (a) a default by the Obligor, (b) an
election by the Obligor to pay principal on an accelerated basis or (c) any
other cause, shall not constitute "Scheduled Payments" unless Financial
Security shall elect, in its sole discretion, to pay such principal due upon
such acceleration together with any accrued interest to the date of
acceleration. "Term of this Policy" shall have the meaning set forth in
Endorsement No. 1 hereto.

This Policy sets forth in full the undertaking of Financial Security,
and shall not be modified, altered or affected by any other agreement or
instrument, including any modification or amendment thereto, or by the
merger, consolidation or dissolution of the Obligor. Except to the extent
expressly modified by an endorsement hereto, the premiums paid in respect of
this Policy are nonrefundable for any reason whatsoever, including payment,
or provision being made for payment, of the Obligations prior to maturity.
This Policy may not be cancelled or revoked during the Term of this Policy.
THIS POLICY IS NOT COVERED BY THE PROPERTY/CASUALTY INSURANCE SECURITY FUND
SPECIFIED IN ARTICLE 76 OF THE NEW YORK INSURANCE LAW.

In witness whereof, FINANCIAL SECURITY ASSURANCE INC. has caused this
Policy to be executed on its behalf by its Authorized Officer.

FINANCIAL SECURITY ASSURANCE INC.

By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Authorized Officer

A subsidiary of Financial Security Assurance Holdings Ltd.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇.▇. ▇▇▇▇▇-▇▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇

INSURANCE AND INDEMNITY AGREEMENT among

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