OAKWOOD HOMES CORP
RECEIVABLES PURCHASE AGREEMENT DATED AS OF 2/1/03
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>5
<FILENAME>g80982exv10w3.txt
<DESCRIPTION>RECEIVABLES PURCHASE AGREEMENT DATED AS OF 2/1/03
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.3

                                                                  EXECUTION COPY
================================================================================

                         RECEIVABLES PURCHASE AGREEMENT

                                     BETWEEN

                 OAKWOOD ADVANCE RECEIVABLES COMPANY II, L.L.C.

                                    AS ISSUER

                                       AND

                       OAKWOOD SERVICING HOLDINGS CO., LLC

                                    AS SELLER

                          DATED AS OF FEBRUARY 1, 2003
================================================================================
<PAGE>
TABLE OF CONTENTS

<TABLE>
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                                                                                                                 Page
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ARTICLE I.  DEFINITIONS
   Section 1.01.  Certain Defined Terms.......................................................................     1
   Section 1.02.  Other Definitional Provisions...............................................................     2
ARTICLE II.  SALE OF RECEIVABLES; CLOSING; ACKNOWLEDGMENT AND CONSENT
   Section 2.01.  Sale of Receivables.........................................................................     2
   Section 2.02.  Closing.....................................................................................     4
   Section 2.03.  Seller's Acknowledgment and Consent to Assignment...........................................     4
ARTICLE III.4
   Section 3.01.  Closing Subject to Conditions Precedent.....................................................     4
ARTICLE IV.  REPRESENTATIONS AND WARRANTIES OF THE ISSUER
   Section 4.01.  Representations and Warranties..............................................................     6
ARTICLE V.  REPRESENTATIONS AND WARRANTIES OF THE SELLER
   Section 5.01.  Representations and Warranties..............................................................     7
   Section 5.02.  Repurchase Upon Breach......................................................................    12
ARTICLE VI.  INTENTION OF THE PARTIES; SECURITY INTEREST
   Section 6.01.  Intention of the Parties....................................................................    12
   Section 6.02.  Security Interest...........................................................................    13
ARTICLE VII.  COVENANTS OF THE SELLER
   Section 7.01.  Information.................................................................................    13
   Section 7.02.  Access to Information.......................................................................    14
   Section 7.03.  Ownership and Security Interests; Further Assurances........................................    14
   Section 7.04.  Covenants...................................................................................    14
   Section 7.05.  Amendments..................................................................................    14
ARTICLE VIII.  ADDITIONAL COVENANTS
   Section 8.01.  Legal Conditions to Closing.................................................................    15
   Section 8.02.  Expenses....................................................................................    15
   Section 8.03.  Mutual Obligations..........................................................................    15
   Section 8.04.  Reserved....................................................................................    15
   Section 8.05.  Bankruptcy..................................................................................    15
   Section 8.06.  Legal Existence.............................................................................    15
   Section 8.07.  Compliance With Laws........................................................................    16
   Section 8.08.  Taxes.......................................................................................    16
   Section 8.09.  No Liens, Etc. Against Receivables and Trust Property.......................................    16
   Section 8.10.  Amendments to REMIC Pooling Agreements......................................................    16
   Section 8.11.  No Netting or Offsetting....................................................................    16
   Section 8.12.  Maintenance of Security Interest............................................................    16
   Section 8.13.  Books and Records...........................................................................    17
   Section 8.14.  Verification Agent..........................................................................    17
   Section 8.15.  Exclusive...................................................................................    17
   Section 8.16.  Recovery....................................................................................    17
   Section 8.17.  Reporting...................................................................................    17
</TABLE>
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<TABLE>
<S>                                                                                                              <C>
   Section 8.18.  Merger......................................................................................    17
ARTICLE IX.  INDEMNIFICATION
   Section 9.01.  Indemnification.............................................................................    17
ARTICLE X.  MISCELLANEOUS
   Section 10.01.  Amendments.................................................................................    19
   Section 10.02.  Notices....................................................................................    19
   Section 10.03.  No Waiver; Remedies........................................................................    19
   Section 10.04.  Binding Effect; Assignability..............................................................    19
   Section 10.05.  GOVERNING LAW; JURISDICTION................................................................    20
   Section 10.06.  No Proceedings.............................................................................    20
   Section 10.07.  Execution in Counterparts..................................................................    20
   Section 10.08.  Survival...................................................................................    20
   Section 10.09.  Third Party Beneficiary....................................................................    20
   Section 10.10.  General....................................................................................    20
   Section 10.11.  LIMITATION OF DAMAGES......................................................................    21
   Section 10.12.  WAIVER OF JURY TRIAL.......................................................................    22
</TABLE>
<PAGE>
Schedule I     --    Information for Notices
Exhibit A      --    Copy of Initial Funding Date Report for Initial Receivables
Exhibit B            Form of Bill of Sale
<PAGE>
                         RECEIVABLES PURCHASE AGREEMENT

                  RECEIVABLES PURCHASE AGREEMENT dated as of February 1, 2003
(the "Receivables Purchase Agreement" or this "Agreement"), between OAKWOOD
ADVANCE RECEIVABLES COMPANY II, L.L.C. (the "Issuer") and OAKWOOD SERVICING
HOLDINGS CO., LLC (the "Seller" or "Oakwood Servicing").

                  The parties hereto agree as follows:

                                    ARTICLE I.
                                   DEFINITIONS

                  Section 1.01.     Certain Defined Terms. Capitalized
terms used herein without definition shall have the meanings set forth in the
Indenture. Additionally, the following terms shall have the following meanings:

                  "Cash Purchase Price" means, with respect to the Eligible
Receivables sold and contributed on a Funding Date, the lesser of (i) the
Collateral Value of the Eligible Receivables sold to the Issuer on such Funding
Date and (ii) the amount available in the Funding Account to fund the purchase
of such Eligible Receivables pursuant to Section 7.01(i) and (ii) of the
Indenture on such Funding Date.

                  "Closing" shall have the meaning set forth in Section 2.02.

                  "Existing P&I Advances" means P&I Advances (including
Extension Advances) made prior to the Closing Date and contributed to the
Tranche A SPE.

                  "Governmental Actions" means any and all consents, approvals,
permits, orders, authorizations, waivers, exceptions, variances, exemptions or
licenses of, or registrations, declarations or filings with, any Governmental
Authority required under any Governmental Rules.

                  "Governmental Authority" means the United States of America,
any state or other political subdivision thereof and any entity exercising
executive, legislative, judicial, regulatory or administrative functions of or
pertaining to government and having jurisdiction over the applicable Person.

                  "Governmental Rules" means any and all laws, statutes, codes,
rules, regulations, ordinances, orders, writs, decrees and injunctions, of any
Governmental Authority and any and all legally binding conditions, standards,
prohibitions, requirements and judgments of any Governmental Authority.

                  "Indemnified Party" means any of the Issuer, the Indenture
Trustee and the Secured Parties and any of their officers, directors, employees,
agents, representatives, assignees and Affiliates and any Person who controls
any of the Issuer, the Indenture Trustee or the Secured Parties or their
Affiliates within the meaning of Section 15 of the 1933 Act or Section 20 of the
1934 Act.

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<PAGE>
                  "Indenture" means the Indenture dated as of February 1, 2003
between the Issuer and JPMorgan Chase Bank, as Indenture Trustee.

                  "Lien" means, with respect to any asset, (a) any mortgage,
lien, pledge, charge, security interest, hypothecation, option or encumbrance of
any kind in respect of such asset or (b) the interest of a vendor or lessor
under any conditional sale agreement, financing lease or other title retention
agreement relating to such asset.

                  "Material Adverse Effect" has the meaning set forth in Section
5.01(a).

                  "Purchase Price" means, with respect to a Receivable, the sum
of the Cash Purchase Price and the amount, if any, by which the fair market
value of the Receivable exceeds its Cash Purchase Price.

                  "Relevant UCC" means the Uniform Commercial Code as in effect
in any applicable jurisdiction.

                  "Repurchase Price" has the meaning set forth in Section 5.02.

                  "Seller Contribution" shall have the meaning set forth in
Section 2.01(a).

                  Section 1.02.     Other Definitional Provisions.

                      (a)  All terms defined in this Agreement shall have the
meanings defined herein when used in any certificate or other document made or
delivered pursuant hereto unless otherwise defined therein.

                      (b)  As used herein and in any certificate or other
document made or delivered pursuant hereto or thereto, accounting terms not
defined in Section 1.01, and accounting terms partially defined in Section 1.01
to the extent not defined, shall have the respective meanings given to them
under generally accepted accounting principles. To the extent that the
definitions of accounting terms herein are inconsistent with the meanings of
such terms under generally accepted accounting principles, the definitions
contained herein shall control.

                      (c)  The words "hereof," "herein" and "hereunder" and
words of similar import when used in this Agreement shall refer to this
Agreement as a whole and not to any particular provision of this Agreement; and
Section, subsection, Schedule and Exhibit references contained in this Agreement
are references to Sections, subsections, and Exhibits in or to this Agreement
unless otherwise specified.

                                   ARTICLE II.
                          SALE OF RECEIVABLES; CLOSING;
                           ACKNOWLEDGMENT AND CONSENT

                  Section 2.01.     Sale of Receivables.

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<PAGE>
                      (a)  On the Closing Date, the Seller shall sell and
contribute to the Issuer and the Issuer shall acquire from the Seller, in
accordance with the procedures and subject to the terms and conditions set forth
herein and in the Indenture, the Initial Receivables described in the initial
Funding Date Report attached as Exhibit A hereto. On each Funding Date during
the Funding Period, the Seller shall sell and/or contribute to the Issuer and
the Issuer shall acquire from the Seller, in accordance with the procedures and
subject to the terms and conditions set forth herein and in the Indenture,
Additional Receivables representing the contractual rights to be reimbursed for
all of the P&I Advances with respect to the REMIC Trusts not previously sold and
contributed to the Issuer (other than Existing P&I Advances and Extension
Advances). Subject to the satisfaction of the Funding Conditions on each Funding
Date, the Issuer shall pay to or at the direction of the Seller the Cash
Purchase Price, if any, in respect of the Additional Receivables sold and
contributed on such Funding Date in accordance with Section 7.01 of the
Indenture. The excess of (i) the aggregate amount of the P&I Advances related to
the Additional Receivables sold and/or contributed on any Funding Date over (ii)
the Cash Purchase Price with respect to such Additional Receivables sold and/or
contributed on such Funding Date shall be a capital contribution by the Seller
to the Issuer (the "Seller Contribution"). On each Funding Date, the Seller
shall deposit to the Funding Account, by wire transfer of immediately available
funds not later than 11:00 a.m. New York time on such Funding Date, the Seller
Contribution with respect to the Additional Receivables to be sold and/or
contributed on such Funding Date. The Aggregate Receivables at any time of
determination shall consist of the Initial Receivables and the Additional
Receivables sold and contributed to the Issuer prior to such time of
determination.

                      (b)  In consideration of the sale and/or contribution of
the Initial Receivables by the Seller, on the Closing Date, the Issuer shall,
subject to the terms and conditions hereof and of the Indenture, pay to the
Seller the Cash Purchase Price with respect to the Initial Receivables and
deliver to the Seller the LLC Interests. In consideration of the sale of the
Additional Receivables by the Seller, on each Funding Date during the Funding
Period, the Issuer shall, in accordance with the procedures set forth herein and
in the Indenture and subject to the satisfaction of the Funding Conditions, pay
to the Seller the aggregate Cash Purchase Price with respect to the Additional
Receivables sold and contributed by the Seller to the Issuer on such Funding
Date, to the extent of funds available therefor on such Funding Date. In
accordance with Section 7.01 of the Indenture, the Cash Purchase Price shall be
paid by the Indenture Trustee from the Funding Account by combining such Cash
Purchase Price with the related Seller Contribution and paying the aggregate
amount of such P&I Advances to the appropriate REMIC Trustee on behalf of and at
the direction of the Seller. Notwithstanding the failure of the Indenture
Trustee to pay the Cash Purchase Price of any of the Additional Receivables, due
to the failure of any of the Funding Conditions or otherwise, the Seller shall
deposit the Seller Contribution, in the entire amount of the related P&I
Advances, into the Funding Account and shall contribute such Additional
Receivables to the Issuer on the related Funding Date.

                      (c)  On the Closing Date, the Seller shall deliver to the
Issuer, the Agent, and the Indenture Trustee, the Funding Date Report and a bill
of sale, in

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substantially the form annexed as Exhibit B hereto, for the Initial Receivables.
On each Funding Date, the Seller shall deliver to the Issuer, the Indenture
Trustee and the Agent a bill of sale, in substantially the form annexed as
Exhibit B hereto, and a Funding Date Report, as described in Section 6.02(c) of
the Indenture, with respect to the Additional Receivables to be sold and/or
contributed on such Funding Date.

                  Section 2.02.     Closing. The closing (the "Closing") of the
execution of this Agreement, upon and concurrent with the closing under the Note
Purchase Agreement, shall take place at 10:00 a.m. at the offices of Thacher
Proffitt & Wood, 11 West 42nd Street, New York, New York 10036 on February 14,
2003, or if the conditions to closing set forth in Article III of this Agreement
shall not have been satisfied or waived by such date, as soon as practicable
after such conditions shall have been satisfied or waived, or at such other
time, date and place as the parties shall agree upon (the date of the Closing
being referred to herein as the "Closing Date").

                  Section 2.03.     Seller's Acknowledgment and Consent to
Assignment. Seller hereby acknowledges that the Issuer has Granted to the
Indenture Trustee, on behalf of the Secured Parties, the rights of the Issuer as
purchaser under this Agreement, including, without limitation, the right to
enforce the obligations of the Seller hereunder. The Seller hereby consents to
such Grant by the Issuer to the Indenture Trustee, on behalf of the Secured
Parties, in the Indenture and, agrees to remit the Repurchase Price in respect
of any repurchased Receivable directly to the Reimbursement Account as provided
for in Section 5.02 hereof. The Seller acknowledges that the Indenture Trustee,
on behalf of the Secured Parties, shall be a third party beneficiary in respect
of the representations, warranties, covenants, rights and benefits arising
hereunder that are so Granted by the Issuer. The Seller hereby authorizes the
Issuer and the Indenture Trustee, as the Issuer's assignee, on behalf of the
Seller, to execute and deliver such documents or certificates as may be
necessary in order to enforce its rights to or collect under the Receivables.
The Seller hereby agrees to be bound by and perform all of the covenants and
obligations of the Seller and the REMIC Servicer set forth in the Indenture.

                                  ARTICLE III.
                         CONDITIONS PRECEDENT TO CLOSING

                  Section 3.01.     Closing Subject to Conditions Precedent.
The Closing is subject to the satisfaction at the time of the Closing of the
following conditions (any or all of which may be waived by the Agent in its
sole discretion):

                      (a)  Performance by the Seller. All the terms, covenants,
agreements and conditions of the Transaction Documents to be complied with and
performed by the Seller on or before the Closing Date shall have been complied
with and performed in all material respects.

                      (b)  Representations and Warranties. Each of the
representations and warranties of the Seller made in the Transaction Documents
shall be true and correct in all material respects as of the Closing Date
(except to the extent they expressly relate to an earlier or later time).

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                      (c)  Officer's Certificate. The Agent and the Indenture
Trustee shall have received in form and substance reasonably satisfactory to the
Agent an Officer's Certificate from the Seller, dated the Closing Date,
certifying to the satisfaction of the conditions set forth in the preceding
paragraphs (a) and (b).

                      (d)  Opinions of Counsel to the Seller and the REMIC
Servicer. Counsel to the Seller and the REMIC Servicer shall have delivered to
the Agent and the Indenture Trustee favorable opinions, dated as of the Closing
Date and satisfactory in form and substance to the Agent and its counsel.

                      (e)  Filings and Recordations. The Agent and the Indenture
Trustee shall have received evidence reasonably satisfactory to the Agent of (i)
the completion of all recordings, registrations, and filings as may be necessary
or, in the reasonable opinion of the Issuer, desirable to perfect or evidence
the assignment by the Seller to the Issuer of the Seller's ownership interest in
the Aggregate Receivables and the proceeds thereof and (ii) the completion of
all recordings, registrations, and filings as may be necessary or, in the
reasonable opinion of the Agent, desirable to perfect or evidence the grant of a
first priority perfected security interest in the Issuer's ownership interest in
the Aggregate Receivables, in favor of the Indenture Trustee, subject to no
Liens prior to the Lien created by the Indenture.

                      (f)  Documents. The Agent and the Indenture Trustee shall
have received a duly executed counterpart of this Agreement, in form acceptable
to the Agent, and each and every document or certification delivered by the
Seller in connection with this Agreement, and each such document shall be in
full force and effect.

                      (g)  Actions or Proceedings. No action, suit, proceeding
or investigation by or before any Governmental Authority shall have been
instituted to restrain or prohibit the consummation of, or to invalidate, any of
the transactions contemplated by the Transaction Documents and the documents
related thereto in any material respect.

                      (h)  Approvals and Consents. All Governmental Actions of
all Governmental Authorities required with respect to the transactions
contemplated by the Transaction Documents and the documents related thereto
shall have been obtained or made.

                      (i)  Fees and Expenses. The fees and expenses payable by
the Seller pursuant to Section 8.02 shall have been paid.

                      (j)  Other Documents. The Seller shall have furnished to
the Agent and the Indenture Trustee such other opinions, information,
certificates and documents as the Agent may request.

                      (k)  Advance Facility. The transactions contemplated by
the Transaction Documents shall constitute an Advance Facility pursuant to the
REMIC Pooling Agreements, and all notices and other actions required in
connection with an Advance Facility under the REMIC Pooling Agreements shall
have been given and taken,

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<PAGE>
including, without limitation, the Advance Facility Notice required pursuant to
the REMIC Pooling Agreements.

                      (l)  Verification Agent. The Seller shall have engaged the
Verification Agent pursuant to an agreement reasonably satisfactory to the
Agent.

                      (m)  Tranche A Facility. The conditions to the
effectiveness of the Tranche A Agreement set forth in Section 5.01 of the
Tranche A Agreement shall have been satisfied or waived in accordance with the
terms of the Tranche A Agreement.

                  If any condition specified in this Section 3.01 shall not have
been fulfilled when and as required to be fulfilled, this Agreement may be
terminated by the Issuer by notice to the Seller at any time at or prior to the
Closing Date, and the Issuer shall incur no liability as a result of such
termination.

                                   ARTICLE IV.
                  REPRESENTATIONS AND WARRANTIES OF THE ISSUER

                  Section 4.01.     Representations and Warranties. The Issuer
hereby makes the following representations and warranties on which the Seller is
relying in executing this Agreement and selling the Aggregate Receivables:

                      (a)  Organization. The Issuer is a limited liability
company duly formed and validly existing in good standing under the laws of the
State of Nevada and is duly qualified to do business and is in good standing in
each jurisdiction in which such qualification is necessary.

                      (b)  Power and Authority. The Issuer has all requisite
power and authority and has all material governmental licenses, authorizations,
consents and approvals necessary to own its assets and carry on its business as
now being conducted and to execute and deliver and perform its obligations under
this Agreement.

                      (c)  Authorization of Transaction. All appropriate and
necessary action has been taken by the Issuer to authorize the execution and
delivery of this Agreement and all other Transaction Documents to which it is a
party, and to authorize the performance and observance of the terms hereof and
thereof.

                      (d)  Agreement Binding. This Agreement and each of the
other Transaction Documents to which the Issuer is a party constitute the legal,
valid and binding obligation of the Issuer enforceable in accordance with their
terms except as may be limited by laws governing insolvency or creditors' rights
or by rules of equity. The execution, delivery and performance of this Agreement
and the other Transaction Documents to which the Issuer is a party will not
violate any provision of law, regulation, order or other governmental directive,
or conflict with, constitute a default under, or result in the breach of any
provision of any material agreement, ordinance, decree, bond, indenture, order
or judgment to which the Issuer is a party or by which it or its properties is
or are bound.

                                       6
<PAGE>
                      (e)  Consents. All licenses, consents and approvals
required from and all registrations and filings required to be made with any
governmental or other public body or authority for the making and performance by
the Issuer of this Agreement and the other Transaction Documents to which it is
a party have been obtained and are in effect.

                                   ARTICLE V.
                  REPRESENTATIONS AND WARRANTIES OF THE SELLER

                  Section 5.01.     Representations and Warranties. The Seller
hereby makes the following representations and warranties on which the Issuer is
relying in accepting the Aggregate Receivables and executing this Agreement. The
representations are made as of the execution and delivery of this Agreement, and
as of each date of conveyance of any Additional Receivables. Such
representations and warranties shall survive the sale and/or contribution of any
Aggregate Receivables to the Issuer and are as follows:

                      (a)  Organization. The Seller is a limited liability
company duly formed and validly existing in good standing in the jurisdiction of
its formation and is duly qualified to do business and is in good standing in
each jurisdiction in which such qualification is necessary, except where the
failure to be so qualified or in good standing would not reasonably be expected
to have a material adverse effect on (a) the business, operations, properties or
condition (financial or otherwise) of (i) the Seller or (ii) the Seller and its
Affiliates taken as a whole or (b) the validity or enforceability of this
Agreement or any of the other Transaction Documents or the rights or remedies of
the Issuer or the Indenture Trustee hereunder or thereunder or (c) the ability
of the Seller to perform its obligations under this Agreement or (d) the
enforceability or recoverability of any of the Aggregate Receivables (a
"Material Adverse Effect").

                      (b)  Power and Authority. The Seller has all requisite
power and authority and has all material governmental licenses, authorizations,
consents and approvals necessary to execute and deliver and perform its
obligations under this Agreement and any other Transaction Document to which it
is a party and, except to the extent not necessary in order to execute and
deliver and perform its obligations under this Agreement and any other
Transaction Document to which it is a party, to own its assets and carry on its
business as now being conducted.

                      (c)  Authorization of Borrowing. All appropriate and
necessary action has been taken by the Seller to authorize the execution and
delivery of this Agreement and all other Transaction Documents to which it is a
party, and to authorize the performance and observance of the terms hereof and
thereof.

                      (d)  Agreement Binding. This Agreement and each of the
other Transaction Documents to which the Seller is a party constitute the legal,
valid and binding obligation of the Seller enforceable in accordance with their
terms except as may be limited by laws governing insolvency or creditors' rights
or by rules of equity. The execution, delivery and performance of this Agreement
and the other Transaction Documents to which the Seller is a party will not
violate any provision of law, regulation,

                                       7
<PAGE>
order or other governmental directive, or conflict with, constitute a default
under, or result in the breach of any provision of any agreement, ordinance,
decree, bond, indenture, order or judgment to which the Seller is a party or by
which it or its properties is or are bound.

                      (e)  Advance Facility. With respect to each of the REMIC
Trusts, (i) the Notes and the transactions under the Indenture and the other
Transaction Documents constitute an "Advance Facility" under the related REMIC
Pooling Agreement; (ii) the Indenture Trustee is the "Advance Financing Person"
under the related REMIC Pooling Agreement with respect to such Advance Facility;
(iii) the Indenture Trustee is the "Servicer's Assignee" under the related REMIC
Pooling Agreement with respect to such Advance Facility; (iv) the P&I Advances
related to such REMIC Trust constitute "P&I Advance Reimbursement Amounts" under
the related REMIC Pooling Agreement; and (v) the Seller has delivered to the
related REMIC Trustee an "Advance Facility Notice" under the related REMIC
Pooling Agreement containing the information contained in clauses (i) through
(iv) of this Section 5.01(e).

                      (f)  Compliance with Law. The Seller is conducting its
business and operations in compliance with all applicable laws, regulations,
ordinances and directives of governmental authorities. The Seller has filed all
tax returns required to be filed and has paid all taxes in respect of the
ownership of its assets or the conduct of its operations prior to the date after
which penalties attach for failure to pay except to the extent that the payment
of such taxes is being contested in good faith by it in appropriate proceedings
and adequate reserves have been provided for the payment thereof.

                      (g)  Consents. All licenses, consents and approvals
required from and all registrations and filings required to be made with any
governmental or other public body or authority for the making and performance by
the Seller of this Agreement and the other Transaction Documents to which it is
a party have been obtained and are in effect.

                      (h)  Litigation. There is no action, suit or proceeding at
law or in equity by or before any court, governmental agency or authority or
arbitral tribunal now pending or, to the knowledge of the Seller, threatened
against or affecting it which, if determined adversely, should reasonably be
expected to have a Material Adverse Effect.

                      (i)  Other Obligations. The Seller is not in default in
the performance, observance or fulfillment of any obligation, covenant or
condition in any agreement or instrument to which it is a party or by which it
is bound the result of which should reasonably be expected to have a Material
Adverse Effect.

                      (j)  1940 Act. The Seller is not an "investment company"
or a company "controlled" by an investment company within the meaning of the
1940 Act.

                      (k)  Ownership of Issuer. One hundred percent (100%) of
the membership interests in the Issuer are directly owned (both beneficially and
of record) by

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<PAGE>
the Seller. Such membership interests are fully paid and nonassessable and no
one other than the Seller has any rights to acquire membership interests in the
Issuer.

                      (l)  Solvency. The Seller, both prior to and after giving
effect to each sale and/or contribution of Aggregate Receivables on the Closing
Date or on any date of sale and/or contribution thereafter (i) is not, and will
not be, "insolvent" (as such term is defined in Section 101(32)(A) of the
Bankruptcy Code), (ii) is, and will be, able to pay its debts as they become
due, and (iii) does not have unreasonably small capital for the business in
which it is engaged or for any business or transaction in which it is about to
engage.

                      (m)  Full Disclosure. No document, certificate or report
furnished by or on behalf of the Seller or the REMIC Servicer, in writing
pursuant to this Agreement, any other Transaction Document or in connection with
the transactions contemplated hereby or thereby contains or will contain when
furnished any untrue statement of a material fact. There are no facts relating
to, and known by the Seller which when taken as a whole, materially adversely
affect the financial condition or assets or business of the Seller, or which may
impair the ability of the Seller or the REMIC Servicer to perform its
obligations under this Agreement or any other Transaction Document, which have
not been disclosed herein or in the certificates and other documents furnished
by or on behalf of the Seller or the REMIC Servicer pursuant hereto or thereto
specifically for use in connection with the transactions contemplated hereby or
thereby. All books, records and documents delivered to the Issuer are and will
be true, correct and complete.

                      (n)  ERISA. All Plans maintained by the Seller or any of
its Affiliates are in substantial compliance with all applicable laws (including
ERISA).

                      (o)  Fair Consideration. The Seller received fair
consideration and reasonably equivalent value in exchange for the sale and/or
contribution of the Aggregate Receivables to the Issuer under this Agreement.

                      (p)  Bulk Transfers. No sale, contribution, transfer,
assignment or conveyance of Aggregate Receivables by the Seller to the Issuer
contemplated by this Agreement will be subject to the bulk transfer or any
similar statutory provisions in effect in any applicable jurisdiction.

                      (q)  Name. The legal name of the Seller is as set forth in
this Agreement and the Seller does not have any tradenames, fictitious names,
assumed names or "doing business" names.

                      (r)  Repayment of Receivables. The Seller has no reason to
believe that at the time of the sale and/or contribution of the Aggregate
Receivables to the Issuer pursuant hereto, the Aggregate Receivables will not be
paid in full.

                      (s)  Aggregate Receivables.

                         (i)        Each Initial Receivable and Additional
                                    Receivable is payable in United States
                                    dollars and has been created

                                       9
<PAGE>
                                    pursuant to and in accordance with the terms
                                    of the related REMIC Pooling Agreement and
                                    with the customary procedures and in the
                                    ordinary course of business of the Seller
                                    and is being sold and/or contributed by the
                                    Seller to the Issuer hereunder.

                         (ii)       The rights to reimbursement for the P&I
                                    Advances under each REMIC Trust are, and
                                    each Aggregate Receivable is, eligible for
                                    sale and contribution to the Issuer, and for
                                    assignment and Grant to the Indenture
                                    Trustee, as part of the Trust Estate,
                                    pursuant to the Indenture, and such sale to
                                    the Issuer, and such assignment and Grant to
                                    the Trust Estate, will not violate the terms
                                    of the related REMIC Pooling Agreement or
                                    any other document or agreements to which
                                    the Seller is a party or to which its assets
                                    or properties are subject.

                         (iii)      No Receivable has been sold, transferred,
                                    assigned or pledged by the Seller to any
                                    Person other than the Issuer. Immediately
                                    prior to the transfer and assignment herein
                                    contemplated, the Seller had good and
                                    marketable title to each Initial Receivable
                                    and Additional Receivable, free and clear of
                                    all Liens and rights of others; immediately
                                    upon the transfer and assignment thereof,
                                    the Issuer shall have good and marketable
                                    title to each Initial Receivable and
                                    Additional Receivable, free and clear of all
                                    Liens and rights of others (other than the
                                    Lien created by the Indenture).

                         (iv)       As of the date of conveyance with respect to
                                    the Initial Receivables and Additional
                                    Receivables transferred on such date, the
                                    Seller has not taken any action that, or
                                    failed to take any action the omission of
                                    which, would materially impair the rights of
                                    the Issuer (or any Secured Party) with
                                    respect to any such Receivable.

                         (v)        As of the date of conveyance with respect to
                                    the Initial Receivables and Additional
                                    Receivables transferred on such date, no
                                    such Receivable has been identified by the
                                    Seller or reported to the Seller by the
                                    related REMIC Trustee as having resulted
                                    from fraud perpetrated by any Person with
                                    respect to the related account.

                         (vi)       All filings (including UCC filings)
                                    necessary in any jurisdiction to provide
                                    third parties with notice of the transfer
                                    and assignment herein contemplated, and
                                    solely in the event the transfer
                                    contemplated hereby were to be
                                    recharacterized as a pledge rather than an
                                    absolute sale, to give the Issuer a security
                                    interest in the Aggregate Receivables that
                                    is prior to any other interest held or to be

                                       10
<PAGE>
                                    held by any other Person (except the
                                    Indenture Trustee on behalf of the Secured
                                    Parties) has been made.

                         (vii)      No Aggregate Receivable is secured by "real
                                    property" or "fixtures" or evidenced by an
                                    "instrument" under and as defined in the
                                    Relevant UCC.

                         (viii)     Each Initial Receivable and Additional
                                    Receivable is the legal, valid and binding
                                    obligation of the related REMIC Trust and is
                                    enforceable in accordance with its terms.
                                    There is no valid and enforceable offset,
                                    defense or counterclaim to the obligation of
                                    the related REMIC Trust to make payment of
                                    any such Receivable.

                         (ix)       Each Initial Receivable and Additional
                                    Receivable is entitled to be paid, has not
                                    been repaid in whole or been compromised,
                                    adjusted (except by partial payment),
                                    extended, satisfied, subordinated,
                                    rescinded, amended or modified, and is not
                                    subject to compromise, adjustment,
                                    extension, satisfaction, subordination,
                                    rescission, set-off, counterclaim, defense,
                                    amendment or modification by the Seller.

                         (x)        As of the date of conveyance with respect to
                                    the Initial Receivables and Additional
                                    Receivables transferred on such date, such
                                    Receivables do not include amounts payable
                                    as a result of accounting or other errors,
                                    or the failure to deposit funds or the
                                    misapplication of funds by the REMIC
                                    Servicer.

                         (xi)       As of the date of conveyance with respect to
                                    the Initial Receivables and any Additional
                                    Receivables transferred on such date, no
                                    such Receivable has been identified by the
                                    Seller as a Non-Recoverable Advance (as
                                    defined in the REMIC Pooling Agreements) for
                                    which reimbursement has not been sought from
                                    the REMIC Trust in accordance with the
                                    related REMIC Pooling Agreement.

                         (xii)      Except for any Receivables related to
                                    Existing P&I Advances that have been
                                    conveyed to the Tranche A SPE, the Initial
                                    Receivables represent all of the rights to
                                    be reimbursed for all P&I Advances with
                                    respect to the REMIC Trusts as of the
                                    Closing Date. The Seller has not sold,
                                    assigned, transferred or conveyed any P&I
                                    Advance with respect to the REMIC Trusts to
                                    any Person other than the Issuer and the
                                    Tranche A SPE. The Additional Receivables
                                    conveyed on any Funding Date constitute all
                                    of the P&I Advances with respect to the
                                    REMIC Trusts not previously sold and/or
                                    contributed to the Issuer hereunder, except
                                    for (A) Existing P&I Advances and Extension

                                       11
<PAGE>
                                    Advances conveyed to the Tranche A SPE or
                                    (B) Receivables repurchased by the Seller
                                    pursuant to Section 5.02.

                  Section 5.02.     Repurchase Upon Breach. The Issuer or the
Seller, as the case may be, shall inform the Issuer or the Seller (as
applicable) and the Indenture Trustee promptly, in writing, upon the discovery
of any breach of the Seller's representations and warranties hereunder that
pertain to a Receivable. Unless such breach shall have been cured or waived
within thirty (30) days after the earlier to occur of the discovery of such
breach by the Issuer or the Seller (as applicable) or receipt of written notice
of such breach by the Issuer or the Seller (as applicable), the Seller shall
repurchase such Receivable from the Issuer at a price equal to the outstanding
Receivable Balance of such Receivable as of the date of repurchase (the
"Repurchase Price"). The Seller shall pay any Repurchase Price directly to the
Indenture Trustee for deposit into the Reimbursement Account.

                                   ARTICLE VI.
                   INTENTION OF THE PARTIES; SECURITY INTEREST

                  Section 6.01.     Intention of the Parties. It is the
intention of the parties hereto that each transfer and assignment contemplated
by this Agreement shall constitute an absolute sale and contribution of the
related Receivables from the Seller to the Issuer and that the related
Receivables shall not be part of the Seller's estate or otherwise be considered
property of the Seller in the event of the bankruptcy, receivership, insolvency,
liquidation, conservatorship or similar proceeding relating to the Seller or any
of its property. Except as set forth below, it is not intended that any amounts
available for reimbursement of Receivables be deemed to have been pledged by the
Seller to the Issuer or the Indenture Trustee to secure a debt or other
obligation of the Seller. In the event that (A) the purchase of Receivables by
the Issuer is deemed by a court or applicable regulatory, administrative or
other governmental body contrary to the express intent of the parties to
constitute a pledge rather than a sale and contribution of the Receivables or
(B) if amounts available now or in the future for reimbursement of any Aggregate
Receivables are held to be property of the Seller or a loan to the Seller, or
(C) if for any reason this Agreement is held or deemed to be a financing or some
other similar arrangement or agreement, then (i) this Agreement is and shall be
a security agreement within the meaning of Articles 8 and 9 of the Relevant UCC;
(ii) the Issuer shall be treated as having a first priority, perfected security
interest in and to, and lien on, the Receivables transferred and assigned to the
Issuer hereunder; (iii) the agreement of the Seller hereunder to sell, assign,
convey and transfer the Receivables shall be a grant by the Seller to the Issuer
of a security interest in all of the Seller's right (including the power to
convey title thereto), title, and interest, whether now owned or hereafter
acquired, in and to (A) all amounts reimbursable now or in the future by or with
respect to the Receivables and (B) any and all general intangibles consisting
of, arising from or relating to any of the foregoing, and all proceeds of the
conversion, voluntary or involuntary, of the foregoing into cash, instruments,
securities or other property, including without limitation all such amounts from
time to time held or invested in accounts maintained by or on behalf of the
Seller or by or on behalf of the REMIC

                                       12
<PAGE>
Trusts, whether in the form of cash, instruments, securities or other property.
The possession by the Issuer or its agent of notes and such other goods, money,
documents or such other items of property as constitute instruments, money,
negotiable documents or chattel paper, and the filing of Form UCC-1, shall be
"possession by the secured party," or possession by a purchaser or a person
designated by such secured party, for purposes of perfecting the security
interest pursuant to the Relevant UCC of any applicable jurisdiction; and
notifications to persons holding such property, and acknowledgments, receipts or
confirmations from persons holding such property, shall be notifications to, or
acknowledgments, receipts or confirmations from, financial intermediaries,
bailees or agents (as applicable) of any such holder for the purpose of
perfecting such security interest under applicable law.

                  Section 6.02.     Security Interest. The Seller shall, to the
extent consistent with this Agreement, take such actions as may be necessary to
ensure that, if this Agreement were deemed to create a security interest in (i)
any of the Aggregate Receivables, (ii) the amounts reimbursable now or in the
future by or with respect to the REMIC Trusts in respect of any of the Aggregate
Receivables or (iii) the other property described above, such security interest
would be a perfected security interest of first priority under applicable law
and will be maintained as such throughout the term of this Agreement. At the
Issuer's direction, the Seller shall execute such documents and instruments as
the Issuer may reasonably request from time to time in order to effectuate the
foregoing and shall return to the Issuer the executed copy of such documents and
instruments. Without limiting the generality of the foregoing, the Seller shall
forward for filing, or shall cause to be forwarded for filing, at the expense of
the Seller, all filings necessary to maintain the effectiveness of any original
filings necessary under the Relevant UCC to perfect the Issuer's security
interest described above, including without limitation (x) UCC continuation
statements, and (y) such other statements as may be occasioned by (1) any change
of name of the Seller or the Issuer (such preparation and filing shall be at the
expense of the Issuer, if occasioned by a change in such party's name) or (2)
any change of location of the jurisdiction of organization of the Seller.

                                  ARTICLE VII.
                             COVENANTS OF THE SELLER

                  Section 7.01.     Information. The Seller shall furnish to the
Issuer, the Indenture Trustee, the Agent and the Secured Parties:

                      (a)  such information (including financial information),
documents, records or reports with respect to the Aggregate Receivables, the
Seller, the REMIC Servicer or the REMIC Sub-Servicer as the Issuer, the
Indenture Trustee, the Agent or the Secured Parties may from time to time
reasonably request;

                      (b)  prompt notice of any default or Event of Default
under the Indenture;

                      (c)  prompt written notice of a change in name, or address
of the jurisdiction of organization or chief executive office, of the Seller;

                                       13
<PAGE>
                      (d)  prompt notice of the occurrence of any default or
event of default under any REMIC Pooling Agreement without regard to whether
such default or event of default has been cured; and

                      (e)  the information and reports required pursuant to
Section 6.02 of the Indenture.

                  Section 7.02.     Access to Information. The Seller shall, at
any time and from time to time during regular business hours, or at such other
reasonable times upon reasonable notice to the Seller permit the Issuer, the
Indenture Trustee, the Agent or the Secured Parties, or their agents or
representatives, at the Seller's expense, to do the following, but only in a
manner that does not unreasonably interfere with the Seller's conduct of its
business:

                      (a)  examine all books, records and documents (including
computer tapes and disks) in the possession or under the control of the Seller
relating to the Aggregate Receivables or the Transaction Documents as may be
requested, and

                      (b)  visit the offices and property of the Seller for the
purpose of examining such materials described in clause (a) above.

                  Section 7.03.     Ownership and Security Interests; Further
Assurances. The Seller will take all action necessary to maintain the Indenture
Trustee's security interest in the Receivables and the other items pledged to
the Indenture Trustee pursuant to the Indenture.

                  The Seller agrees to take any and all acts and to execute any
and all further instruments reasonably necessary or requested by the Issuer, the
Indenture Trustee, the Agent or the Secured Parties to more fully effect the
purposes of this Agreement.

                  Section 7.04.     Covenants. The Seller shall duly observe and
perform each of its covenants set forth in each of the Transaction Documents to
which it is a party. The Seller shall duly observe and perform all of the
covenants and obligations of the Seller and the REMIC Servicer set forth in the
Indenture as if the Seller was a party thereto. The Seller in its capacity as
REMIC Servicer shall duly observe and perform each of its covenants set forth in
the REMIC Pooling Agreements.

                  Section 7.05.     Extension Advances. The Seller as REMIC
Servicer shall not make any extension advances unless such extension advance
will bring the related asset current.

                  Section 7.05.     Amendments. The Seller shall not make, or
permit any Person to make, any amendment, modification or change to, or provide
any waiver under any Transaction Document to which the Seller is a party without
the prior written consent of Noteholders with an aggregate Note Principal
Balance of not less than 66 2/3% of the aggregate Note Principal Balance of the
Outstanding Notes (the "Required Noteholders").

                                       14
<PAGE>
                                  ARTICLE VIII.
                              ADDITIONAL COVENANTS

                  Section 8.01.     Legal Conditions to Closing. The parties
hereto will take all reasonable action necessary to obtain (and will cooperate
with one another in obtaining) any consent, authorization, permit, license,
franchise, order or approval of, or any exemption by, any Governmental Authority
or any other Person, required to be obtained or made by it in connection with
any of the transactions contemplated by this Agreement.

                  Section 8.02.     Expenses.

                      (a)  The Seller covenants that, whether or not the Closing
takes place, except as otherwise expressly provided herein, all costs and
expenses incurred in connection with this Agreement and the transactions
contemplated hereby shall be paid by the Seller.

                      (b)  Except as otherwise expressly set forth in the
Indenture, the Seller covenants to pay as and when billed by the Issuer, the
Indenture Trustee or the Agent all of the reasonable out-of-pocket costs and
expenses incurred in connection with the consummation and administration of the
transactions contemplated hereby and in the other Transaction Documents
including, without limitation, all reasonable fees, disbursements and expenses
of counsel to the Issuer, the Agent and the Secured Parties.

                  Section 8.03.     Mutual Obligations. On and after the
Closing, each party hereto will do, execute and perform all such other acts,
deeds and documents as the other party may from time to time reasonably require
in order to carry out the intent of this Agreement.

                  Section 8.04.     Reserved.

                  Section 8.05.     Bankruptcy. The Seller shall not take any
action in any capacity to file any bankruptcy, reorganization or insolvency
proceedings against the Issuer, or cause the Issuer to commence any
reorganization, bankruptcy or insolvency proceedings under any applicable state
or federal law, including without limitation any readjustment of debt, or
marshaling of assets or liabilities or similar proceedings. The Seller is not
transferring and will not transfer any of the Aggregate Receivables with an
intent to hinder, delay or defraud any Person.

                  Section 8.06.     Legal Existence. The Seller shall do or
cause to be done all things necessary on its part to preserve and keep in full
force and effect its existence as a limited liability company, and to maintain
each of its licenses, approvals, registrations or qualifications in all
jurisdictions in which its ownership or lease of property or the conduct of its
business requires such licenses, approvals, registrations or qualifications;
except for failures to maintain any such licenses, approvals, registrations or
qualifications which, individually or in the aggregate, would not have a
Material Adverse Effect.

                                       15
<PAGE>
                  Section 8.07.     Compliance With Laws. The Seller shall
comply with all laws, rules and regulations and orders of any governmental
authority applicable to the Seller.

                  Section 8.08.     Taxes. The Seller shall pay and discharge
all taxes, assessments and governmental charges or levies imposed upon the
Seller or upon its income and profits, or upon any of its property or any part
thereof, before the same shall become in default, provided that the Seller shall
not be required to pay and discharge any such tax, assessment, charge or levy so
long as the validity or amount thereof shall be contested in good faith by
appropriate proceedings and the Seller shall have set aside on its books
adequate reserves with respect to any such tax, assessment, charge or levy so
contested, or so long as the failure to pay any such tax, assessment, charge or
levy would not, individually or in the aggregate, have a Material Adverse
Effect.

                  Section 8.09.     No Liens, Etc. Against Receivables and Trust
Property. The Seller hereby covenants and agrees not to create or suffer to
exist (by operation of law or otherwise), any Lien upon or with respect to, any
of the Aggregate Receivables or any of its interest therein, if any, or upon or
with respect to any of its interest in any Account, or assign any right to
receive income in respect thereof, except for the Lien created by the Indenture.
The Seller shall immediately notify the Indenture Trustee of the existence of
any Lien on any of the Aggregate Receivables and the Seller shall defend the
right, title and interest of each of the Issuer and the Indenture Trustee in, to
and under the Aggregate Receivables, against all claims of third parties.

                  Section 8.10.     Amendments to REMIC Pooling Agreements. The
Seller, in its capacity as REMIC Servicer under the REMIC Pooling Agreements,
hereby covenants and agrees not to amend or agree to the amendment of any of the
REMIC Pooling Agreements without the prior written consent of the Required
Noteholders.

                  Section 8.11.     No Netting or Offsetting. The Seller, in its
capacity as REMIC Servicer, shall collect and deposit gross collections with
respect to the REMIC Trusts into the related Certificate Accounts in accordance
with the related REMIC Pooling Agreements, without netting, off-set or deduction
from such collections or deposits for any purpose, with the exception of
servicing fees, Liquidation Expenses, Servicing Advance reimbursement amounts
and reimbursements of Extension Advances, due and payable to the REMIC Servicer,
which shall be applied in accordance with the Tranche A SPE Security Agreement.
The Seller shall make all P&I Advances out of its own funds without the
utilization of any netting or offsetting of amounts in any account of the REMIC
Trust, except as permitted under the REMIC Pooling Agreements with respect to
amounts paid ahead by Obligors.

                  Section 8.12.     Maintenance of Security Interest. The Seller
will from time to time, at its own expense, execute and file such additional
financing statements (including continuation statements) as may be necessary to
ensure that at any time, the interest of the Issuer and the Indenture Trustee in
all of the Aggregate Receivables is fully protected in accordance with the UCC.

                                       16
<PAGE>
                  Section 8.13.     Books and Records. The Seller shall maintain
accounts and records as to each Aggregate Receivable accurately and in
sufficient detail to permit the reader thereof to know at any time the status of
such Aggregate Receivable, including payments and recoveries made and payments
owing (and the nature of each, if applicable). The Seller shall maintain its
computer records so that, from and after the time of the granting of the
security interest under the Indenture on the Receivables to the Indenture
Trustee, the Seller's master computer records (including any back-up archives)
that refer to any Receivables indicate clearly the interest of the Issuer in
such Receivables and that the Receivable is owned by the Issuer and pledged to
the Indenture Trustee on behalf of the Secured Parties.

                  Section 8.14.     Verification Agent. The Seller shall
cooperate with the Verification Agent and shall allow the Verification Agent
access to its books, records, computer system and employees during ordinary
business hours upon reasonable notice and shall allow the Verification Agent to
review all collections and to make copies of any books, records and documents
requested by the Verification Agent in its sole discretion, in each case, on a
daily basis, solely to the extent such items and review relate to the Aggregate
Receivables.

                  Section 8.15.     Exclusive. Except with respect to the
Existing P&I Advances contributed to the Tranche A SPE, the Initial Receivables
to be sold and contributed to the Issuer on the Closing Date shall consist of
all of the P&I Advances with respect to the REMIC Trusts as of the Closing Date.
During the Funding Period, the Seller shall not sell, assign, transfer, pledge
or convey any P&I Advance with respect to the REMIC Trusts to any Person other
than the Issuer (other than Extension Advances contributed to the Tranche A
SPE). The Additional Receivables sold and/or contributed on each Funding Date
shall consist of all of the P&I Advances with respect to the REMIC Trusts not
previously sold and/or contributed to the Issuer hereunder (other than Extension
Advances contributed to the Tranche A SPE).

                  Section 8.16.     Recovery. The Seller shall seek
reimbursement in accordance with the related REMIC Pooling Agreement for any
Receivable that it identifies as a Non-Recoverable Advance.

                  Section 8.17.     Reserved.

                  Section 8.18.     Merger. Without the prior written consent of
the Required Noteholders (which consent shall not be unreasonably withheld or
delayed), the Seller shall not enter into any transaction of merger,
consolidation or amalgamation, or liquidate, wind up or dissolve itself (or
suffer any liquidation, wind up or dissolution).

                                   ARTICLE IX.
                                 INDEMNIFICATION

                  Section 9.01.     Indemnification.

                      (a)  Without limiting any other rights that an Indemnified
Party may have hereunder or under applicable law, the Seller hereby agrees to
indemnify each

                                       17
<PAGE>
Indemnified Party (as defined below) from and against any and all Indemnified
Amounts (as defined below) which may be imposed on, incurred by or asserted
against an Indemnified Party in any way arising out of or relating to any breach
of the Seller's or the REMIC Servicer's obligations under this Agreement or any
other Transaction Document, or the ownership of the Aggregate Receivables or in
respect of any Aggregate Receivables, excluding, however, Indemnified Amounts to
the extent resulting from gross negligence or willful misconduct on the part of
such Indemnified Party.

                  Without limiting or being limited by the foregoing, the Seller
shall pay on demand to each Indemnified Party any and all amounts necessary to
indemnify such Indemnified Party from and against any and all Indemnified
Amounts relating to or resulting from:

                           (i)      a breach of any representation or warranty
                                    made by the Seller under or in connection
                                    with this Agreement;

                           (ii)     the failure by the Seller or the REMIC
                                    Servicer to comply with any term, provision
                                    or covenant contained in this Agreement, or
                                    any agreement executed by it in connection
                                    with this Agreement or with any applicable
                                    law, rule or regulation with respect to any
                                    Aggregate Receivable, or the nonconformity
                                    of any Aggregate Receivable with any such
                                    applicable law, rule or regulation; or

                           (iii)    the failure to vest and maintain vested in
                                    the Issuer, or to transfer, to the Issuer,
                                    legal and equitable title to and ownership
                                    of the Aggregate Receivables, together with
                                    all collections in respect thereof, free and
                                    clear of any adverse claim (except as
                                    permitted hereunder) whether existing at the
                                    time of the transfer of such Aggregate
                                    Receivable or at any time thereafter.

                      (b)  Any Indemnified Amounts subject to the
indemnification provisions of this Section 9.01 shall be paid to the Indemnified
Party within 20 Business Days following demand therefor. "Indemnified Party"
means any of the Issuer, the Indenture Trustee, the Agent and the Secured
Parties and their officers, employees, directors and successors or assigns.
"Indemnified Amounts" means any and all claims, losses, liabilities,
obligations, damages, penalties, actions, judgments, suits, and related
reasonable costs and reasonable expenses of any nature whatsoever, including
reasonable attorneys' fees and disbursements (subject to the following
paragraph), incurred by an Indemnified Party with respect to this Agreement.

                      (c)  Promptly after an Indemnified Party shall have been
served with the summons or other first legal process or shall have received
written notice of the threat of a claim in respect of which an indemnity may be
claimed against the Seller under this Section 9.01, the Indemnified Party shall
notify the Seller in writing of the service of such summons, other legal process
or written notice, giving information therein as to the nature and basis of the
claim, but failure so to notify the Seller shall not relieve the Seller from any
liability which it may have hereunder or otherwise except to the extent that the

                                       18
<PAGE>
Seller is prejudiced by such failure so to notify the Seller. The Seller will be
entitled, at its own expense, to participate in the defense of any such claim or
action and to assume the defense thereof, with counsel reasonably satisfactory
to such Indemnified Party, unless the defendants in any such action include both
the Indemnified Party and the Seller, and the Indemnified Party (upon the advice
of counsel) shall have reasonably concluded that there may be legal defenses
available to it that are different from or additional to those available to the
Seller, or one or more Indemnified Parties, and which in the reasonable opinion
of such counsel are sufficient to create a conflict of interest for the same
counsel to represent both the Seller and such Indemnified Party; provided,
however, that the Seller shall not be responsible for the fees and expenses of
more than one firm of attorneys for all Indemnified Parties related to the
Issuer, one firm of attorneys for all Indemnified Parties related to the Secured
Parties and one firm of attorneys for the Indenture Trustee. Each Indemnified
Party shall cooperate with the Seller in the defense of any such action or
claim. The Seller shall not, without the prior written consent of the
Indemnified Party, effect any settlement of any pending or threatened proceeding
in respect of which any Indemnified Party is or could have been a party and
indemnity could have been sought hereunder by such Indemnified Party, unless
such settlement includes an unconditional release of such Indemnified Party from
all liability on claims that are the subject matter of such proceeding or
threatened proceeding.

                                   ARTICLE X.
                                  MISCELLANEOUS

                  Section 10.01.    Amendments. No amendment or waiver of any
provision of this Agreement shall in any event be effective unless the same
shall be in writing and signed by all of the parties hereto and consented to in
writing by the Required Noteholders, and then such amendment, waiver or consent
shall be effective only in the specific instance and for the specific purpose
for which given.

                  Section 10.02.    Notices. All notices and other
communications provided for hereunder shall, unless otherwise stated herein, be
in writing (including telecopies) and mailed, telecopied (with a copy delivered
by overnight courier) or delivered, as to each party hereto, at its address as
set forth in Schedule I hereto or at such other address as shall be designated
by such party in a written notice to the other parties hereto. All such notices
and communications shall be deemed effective upon receipt thereof, and in the
case of telecopies, when receipt is confirmed by telephone.

                  Section 10.03.    No Waiver; Remedies. No failure on the part
of any party hereto to exercise, and no delay in exercising, any right hereunder
shall operate as a waiver thereof; nor shall any single or partial exercise of
any right hereunder preclude any other or further exercise thereof or the
exercise of any other right. The remedies herein provided are cumulative and not
exclusive of any remedies provided by law.

                  Section 10.04.    Binding Effect; Assignability.

                                       19
<PAGE>
                      (a)  This Agreement shall be binding upon and inure to the
benefit of the Seller and the Issuer and their respective permitted successors
and assigns; provided, however, the Seller shall not have any right to assign
its respective rights hereunder or interest herein (by operation of law or
otherwise) without the prior written consent of the Issuer and the Required
Noteholders.

                      (b)  This Agreement shall create and constitute the
continuing obligation of the parties hereto in accordance with its terms, and
shall remain in full force and effect until such time as the Indenture has
terminated.

                  Section 10.05.    GOVERNING LAW; JURISDICTION. THIS AGREEMENT
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN
SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW). EACH OF THE PARTIES TO
THIS AGREEMENT HEREBY AGREES TO THE JURISDICTION OF THE UNITED STATES DISTRICT
COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND ANY APPELLATE COURT HAVING
JURISDICTION TO REVIEW THE JUDGMENTS THEREOF. EACH OF THE PARTIES HEREBY WAIVES
ANY OBJECTION BASED ON FORUM NON CONVENIENS AND ANY OBJECTION TO VENUE OF ANY
ACTION INSTITUTED HEREUNDER IN ANY OF THE AFOREMENTIONED COURTS AND CONSENTS TO
THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH
COURT.

                  Section 10.06.    No Proceedings. Until the date that is one
year and one day after the last day on which any amount is outstanding under the
Indenture, the Seller hereby covenants and agrees that it will not institute
against the Issuer, or join in any institution against the Issuer of, any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings,
or other proceedings under any United States federal or state bankruptcy or
similar law.

                  Section 10.07.    Execution in Counterparts. This Agreement
may be executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which when taken together shall constitute one and the same
agreement.

                  Section 10.08.    Survival. All representations, warranties,
covenants, guaranties and indemnifications contained in this Agreement and in
any document, certificate or statement delivered pursuant hereto or in
connection herewith shall survive the sale, transfer or repayment of the
Aggregate Receivables.

                  Section 10.09.    Third Party Beneficiary. The Seller
acknowledges and agrees that the Indenture Trustee, the Agent and the other
Secured Parties are intended third party beneficiaries of this Agreement.

                  Section 10.10.    General.

                                       20
<PAGE>
                      (a)  No course of dealing and no delay or failure of the
Issuer (or the Indenture Trustee as its assignee) in exercising any right, power
or privilege under this Agreement shall affect any other or future exercise
thereof or the exercise of any other right, power or privilege; nor shall any
single or partial exercise of any such right, power or privilege or any
abandonment or discontinuance of steps to enforce such a right, power or
privilege preclude any further exercise thereof or of any other right, power or
privilege. The rights and remedies of the Issuer (and the Indenture Trustee as
its assignee) under this Agreement are cumulative and not exclusive of any
rights or remedies which the Issuer would otherwise have.

                      (b)  The obligations of the Seller under this Agreement
shall be absolute and unconditional and shall remain in full force and effect
without regard to, and shall not be released, discharged or in any way affected
by (a) any exercise or nonexercise of any right, remedy, power or privilege
under or in respect of this Agreement or applicable law, including, without
limitation, any failure to set-off or release in whole or in part by the Issuer
of any balance of any deposit account or credit on its books in favor of the
Issuer or any waiver, consent, extension, indulgence or other action or inaction
in respect of any thereof, or (b) any other act or thing or omission or delay to
do any other act or thing which would operate as a discharge of the Issuer as a
matter of law.

                      (c)  This Agreement sets forth the entire understanding of
the parties relating to the subject matter hereof and thereof, and supersedes
all prior understandings and agreements, whether written or oral with respect to
the subject matter hereof and thereof.

                      (d)  The Seller shall pay the Issuer's costs and expenses
reasonably incurred in connection with the enforcement of any of the Seller's
obligations hereunder.

                      (e)  Nothing in this Agreement shall, or shall be deemed
to, create or constitute any joint venture, partnership, employment, or any
other relationship between the Seller and the Issuer.

                      (f)  Any provision of this Agreement which is prohibited,
unenforceable or not authorized in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition, unenforceability
or nonauthorization without invalidating the remaining provisions hereof or
affecting the validity, enforceability or legality of such provision in any
other jurisdiction.

                  Section 10.11.    LIMITATION OF DAMAGES.

NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, THE PARTIES AGREE
THAT NO PARTY SHALL BE LIABLE TO ANY OTHER FOR ANY SPECIAL, CONSEQUENTIAL OR
PUNITIVE DAMAGES WHATSOEVER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND
STRICT LIABILITY) OR ANY OTHER LEGAL OR EQUITABLE PRINCIPLES; PROVIDED THAT, THE
FOREGOING PROVISION SHALL NOT

                                       21
<PAGE>
LIMIT OR RELIEVE ANY PARTY OF ANY OBLIGATION UNDER THIS AGREEMENT TO INDEMNIFY
ANY OTHER PARTY AGAINST ANY DAMAGES IMPOSED (INCLUDING SPECIAL, CONSEQUENTIAL OR
PUNITIVE DAMAGES) UPON SUCH PARTY BY A FINAL ORDER OF ANY COURT OF COMPETENT
JURISDICTION IN CONNECTION WITH ANY LEGAL ACTION BROUGHT AGAINST SUCH PARTY BY
ANY THIRD PARTY.

                  Section 10.12.    WAIVER OF JURY TRIAL.

EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY
IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR
OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER TRANSACTION
DOCUMENT, THE PURCHASES OR THE ACTIONS OF ANY PARTY IN THE NEGOTIATION,
ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF OR THEREOF.

                                       22
<PAGE>
                  IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed by their respective officers hereunto duly authorized, as of the
date first above written.

                                                     OAKWOOD ADVANCE RECEIVABLES
                                                     COMPANY II, L.L.C.

                                                     By: /s/ Dennis W. Hazelrigg
                                                         -----------------------
                                                     Name: Dennis W. Hazelrigg
                                                     Title: President

                                                     OAKWOOD SERVICING HOLDINGS
                                                     CO., LLC

                                                     By: /s/ Dennis W. Hazelrigg
                                                         -----------------------
                                                     Name: Dennis W. Hazelrigg
                                                     Title: President



                                       23
<PAGE>
                                   SCHEDULE I

                             INFORMATION FOR NOTICES

1.       if to the Issuer:

           OAKWOOD ADVANCE RECEIVABLES COMPANY II, L.L.C.
           P.O. Box 50401
           Henderson, Nevada 89016

           101 Convention Center Drive
           Suite 850
           Las Vegas, Nevada 89109
           Attention: Monte L. Miller
           Facsimile: (702) 598-3651
           Telephone: (702) 949-5503

           (with a copy to the Seller)

2.       if to the Seller:

           OAKWOOD SERVICING HOLDINGS CO., LLC
           P.O. Box 27081
           Greensboro, NC 27425-7081

           7800 McCloud Road
           Greensboro, NC 27409-9634
           Attention: Robert A. Smith
           Facsimile: (336) 664-3224
           Telephone: (336) 664-3690

3.       if to the Indenture Trustee:

           Use Notice Address provided in the Indenture.

4.       if to the Agent:

           Use Notice Address provided in the Note Purchase Agreement.

5.       if to the Secured Parties:

           Use Notice Address provided in the Note Purchase Agreement or the
Tranche A Agreement.

                                       24
<PAGE>
                                    EXHIBIT A

                       COPY OF INITIAL FUNDING DATE REPORT
                                       FOR
                               INITIAL RECEIVABLES

                                       1
<PAGE>
                                    EXHIBIT B

                              FORM OF BILL OF SALE

         Oakwood Servicing Holdings Co., LLC (the "Seller") hereby absolutely
sells and contributes to Oakwood Advance Receivables Company II, L.L.C., a
limited liability company organized under the laws of the State of Nevada (the
"Purchaser"), without recourse:

         (a) All right, title and interest in and to the Receivables identified
             in the Schedule attached hereto as Schedule One; and

         (b) All principal, interest and other proceeds of any kind received
             with respect to such Receivables, including but not limited to
             proceeds derived from the conversion, voluntary or involuntary, of
             any of such assets into cash or other liquidated property.

         The ownership of the Receivables is vested in Purchaser and the
ownership of all records and documents with respect to the related Receivables
prepared by or which come into the possession of Seller shall immediately vest
in Purchaser and shall be retained and maintained, in trust, by Seller at the
will of Purchaser in such custodial capacity only. The sale of the Receivables
shall be reflected as a sale on Seller's business records, tax returns and
financial statements.

         This Bill of Sale is made pursuant to, and is subject to the terms and
conditions of, that certain Receivables Purchase Agreement dated as of February
1, 2003 between Oakwood Servicing Holdings Co., LLC, as seller, and Oakwood
Advance Receivables Company II, L.L.C., as purchaser (the "Agreement"). Seller
confirms to Purchaser that the representations and warranties set forth in
Article 5 of the Agreement are true and correct as if made on the date hereof
(except to the extent that they expressly relate to an earlier or later date).

         Capitalized terms used herein and not otherwise defined shall have the
meanings set forth in the Agreement.

                                      B-1
<PAGE>
         DATED: ______________________

                                                     OAKWOOD SERVICING HOLDINGS
                                                     CO., LLC

                                                     By: _______________________
                                                     Name: _____________________
                                                     Title: ____________________

                                      B-2

</TEXT>
</DOCUMENT>
