(EXECUTION
      VERSION)

     

    
      

      

    

    SALE
      AND
      SERVICING

    AGREEMENT

     

    among

     

    UPFC
      AUTO
      RECEIVABLES TRUST 2007-B,

     

    Trust,

     

    UPFC
      AUTO
      FINANCING CORPORATION,

     

    Seller,

     

    UNITED
      AUTO CREDIT CORPORATION,

     

    Servicer,
      

     

    DEUTSCHE
      BANK TRUST COMPANY AMERICAS,

     

    Trust
      Collateral Agent and Backup Servicer

     

    and

     

    CENTERONE
      FINANCIAL SERVICES LLC,

     

    Designated
      Backup Subservicer

     

    Dated
      as
      of November 1, 2007

    


    
      

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    TABLE
      OF
      CONTENTS

    

      
        	 	 	
                Page

              
	 	 	 
	
                SECTION
                  1.1.

              	
                Definitions

              	
                1

              
	
                SECTION
                  1.2.

              	
                Other
                  Definitional Provisions

              	
                18

              
	 	 
	
                ARTICLE
                  II Conveyance of Receivables

              	
                19

              
	
                SECTION
                  2.1.

              	
                Conveyance
                  of Receivables

              	
                19

              
	
                SECTION
                  2.2.

              	
                [Reserved]

              	
                20

              
	
                SECTION
                  2.3.

              	
                Further
                  Encumbrance of Trust Property

              	
                20

              
	 	 
	
                ARTICLE
                  III The Receivables

              	
                21

              
	
                SECTION
                  3.1.

              	
                Representations
                  and Warranties with Respect to the Receivables

              	
                21

              
	
                SECTION
                  3.2.

              	
                Repurchase
                  Upon Breach

              	
                21

              
	
                SECTION
                  3.3.

              	
                Custodian
                  Of Receivable Files

              	
                22

              
	
                SECTION
                  3.4.

              	
                Rights
                  and Duties of the Trust Collateral Agent

              	
                25

              
	 	 
	
                ARTICLE
                  IV Administration and Servicing of Receivables

              	
                29

              
	
                SECTION
                  4.1.

              	
                Duties
                  of the Servicer and the Designated Backup Subservicer

              	
                29

              
	
                SECTION
                  4.2.

              	
                Collection
                  of Receivable Payments; Modifications of Receivables

              	
                30

              
	
                SECTION
                  4.3.

              	
                Realization
                  upon Receivables

              	
                32

              
	
                SECTION
                  4.4.

              	
                Insurance

              	
                34

              
	
                SECTION
                  4.5.

              	
                Maintenance
                  of Security Interests in Vehicles

              	
                35

              
	
                SECTION
                  4.6.

              	
                Covenants,
                  Representations, and Warranties of Servicer

              	
                36

              
	
                SECTION
                  4.7.

              	
                Purchase
                  of Receivables Upon Breach of Covenant

              	
                36

              
	
                SECTION
                  4.8.

              	
                Total
                  Servicing Fee; Payment of Certain Expenses by Servicer

              	
                37

              
	
                SECTION
                  4.9.

              	
                Servicer’s
                  Certificate

              	
                38

              
	
                SECTION
                  4.10.

              	
                Annual
                  Statement as to Compliance, Notice of Servicer Termination Event

              	38
	
                SECTION
                  4.11.

              	
                Annual
                  Independent Accountants’ Report

              	
                39

              
	
                SECTION
                  4.12.

              	
                Access
                  to Certain Documentation and Information Regarding Receivables

              	
                40

              
	
                SECTION
                  4.13.

              	
                Monthly
                  Tape

              	
                41

              
	
                SECTION
                  4.14.

              	
                [Reserved]

              	
                43

              
	
                SECTION
                  4.15.

              	
                Fidelity
                  Bond and Errors and Omissions Policy

              	
                43

              
	 	 
	
                ARTICLE
                  V Trust Accounts; Distributions; Statements to Holders

              	
                43

              
	
                SECTION
                  5.1.

              	
                Establishment
                  of Trust Accounts

              	
                43

              
	
                SECTION
                  5.2.

              	
                [Reserved]

              	
                45

              
	
                SECTION
                  5.3.

              	
                Certain
                  Reimbursements to the Servicer

              	
                45

              
	
                SECTION
                  5.4.

              	
                Application
                  of Collections

              	
                46

              
	
                SECTION
                  5.5.

              	
                Withdrawals
                  from Spread Account

              	
                46

              
	
                SECTION
                  5.6.

              	
                Additional
                  Deposits

              	
                46

              
	
                SECTION
                  5.7.

              	
                Distributions

              	
                47

              


      

    

     

    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

     

    
      
        	
                SECTION
                  5.8.

              	
                Note
                  Distribution Account

              	 
	
                SECTION
                  5.9.

              	
                [Reserved]

              	
                51

              
	
                SECTION
                  5.10.

              	
                Statements
                  to Holders

              	
                51

              
	
                SECTION
                  5.11.

              	
                Optional
                  Deposits by the Insurer

              	
                52

              
	 	 
	
                ARTICLE
                  VI The Note Policy

              	
                52

              
	
                SECTION
                  6.1.

              	
                Claims
                  Under Note Policy

              	
                52

              
	
                SECTION
                  6.2.

              	
                Preference
                  Claims Under Note Policy

              	
                53

              
	
                SECTION
                  6.3.

              	
                Surrender
                  of Note Policy

              	
                54

              
	 	 
	
                ARTICLE
                  VII The Seller

              	
                54

              
	
                SECTION
                  7.1.

              	
                Representations
                  of Seller

              	
                54

              
	
                SECTION
                  7.2.

              	
                Corporate
                  Existence

              	
                56

              
	
                SECTION
                  7.3.

              	
                Liability
                  of UACC; Indemnities

              	
                56

              
	
                SECTION
                  7.4.

              	
                Merger
                  or Consolidation of, or Assumption of the Obligations of,
                  Seller.

              	
                57

              
	 	 	 
	
                SECTION
                  7.5.

              	
                Limitation
                  on Liability of Seller and Others

              	
                58

              
	
                SECTION
                  7.6.

              	
                Ownership
                  of the Certificates or Notes

              	
                58

              
	 	 	 
	
                ARTICLE
                  VIII The Servicer

              	
                58

              
	
                SECTION
                  8.1.

              	
                Representations
                  of Servicer

              	
                58

              
	
                SECTION
                  8.2.

              	
                Liability
                  of Servicer, Backup Servicer and Designated Backup

              	 
	 	
                Subservicer;
                  Indemnities

              	
                60

              
	
                SECTION
                  8.3.

              	
                Merger
                  or Consolidation of, or Assumption of the Obligations of
                  the

              	 
	
                 

              	
                Servicer,
                  Designated Backup Subservicer or Backup Servicer

              	
                62

              
	
                SECTION
                  8.4.

              	
                Limitation
                  on Liability of Servicer, Designated Backup Subservicer, Backup
                  Servicer
                  and Others

              	
                63

              
	
                SECTION
                  8.5.

              	
                Delegation
                  of Duties

              	
                64

              
	
                SECTION
                  8.6.

              	
                Servicer,
                  the Designated Backup Subservicer and Backup Servicer Not to
                  Resign

              	
                66

              
	 	 	 
	
                ARTICLE
                  IX Default

              	 	
                67

              
	
                SECTION
                  9.1.

              	
                Servicer
                  Termination Event

              	
                67

              
	
                SECTION
                  9.2.

              	
                Consequences
                  of a Servicer Termination Event

              	
                68

              
	
                SECTION
                  9.3.

              	
                Appointment
                  of Successor

              	
                69

              
	
                SECTION
                  9.4.

              	
                Notification
                  to Holders

              	
                71

              
	
                SECTION
                  9.5.

              	
                Waiver
                  of Past Defaults

              	
                71

              
	 	 	 
	
                ARTICLE
                  X Termination

              	
                71

              
	
                SECTION
                  10.1.

              	
                Optional
                  Purchase of All Receivables

              	
                71

              
	 	 	 
	
                ARTICLE
                  XI Administrative Duties of the Servicer

              	
                72

              
	
                SECTION
                  11.1.

              	
                Administrative
                  Duties

              	
                72

              
	
                SECTION
                  11.2.

              	
                Records

              	
                75

              
	
                SECTION
                  11.3.

              	
                Additional
                  Information to be Furnished to the Trust

              	
                75

              
	
                SECTION
                  11.4.

              	
                Reporting
                  Requirements of the Commission and Indemnification

              	
                75

              


      

    

     

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    

    

      
        	
                ARTICLE
                  XII Miscellaneous Provisions

              	
                76

              
	
                SECTION
                  12.1.

              	
                Amendment

              	
                76

              
	
                SECTION
                  12.2.

              	
                Protection
                  of Title to Trust

              	
                77

              
	
                SECTION
                  12.3.

              	
                Notices

              	
                79

              
	
                SECTION
                  12.4.

              	
                Assignment

              	
                81

              
	
                SECTION
                  12.5.

              	
                Limitations
                  on Rights of Others

              	
                81

              
	
                SECTION
                  12.6.

              	
                Severability

              	
                81

              
	
                SECTION
                  12.7.

              	
                Separate
                  Counterparts

              	
                81

              
	
                SECTION
                  12.8.

              	
                Headings

              	
                81

              
	
                SECTION
                  12.9.

              	
                Governing
                  Law

              	
                81

              
	
                SECTION
                  12.10.

              	
                Assignment
                  to Trustee

              	
                81

              
	
                SECTION
                  12.11.

              	
                Nonpetition
                  Covenants

              	
                82

              
	
                SECTION
                  12.12.

              	
                Limitation
                  of Liability of Owner Trustee and Trustee

              	
                82

              
	
                SECTION
                  12.13.

              	
                Independence
                  of the Servicer

              	
                83

              
	
                SECTION
                  12.14.

              	
                No
                  Joint Venture

              	
                83

              
	
                SECTION
                  12.15.

              	
                Benefits
                  of Sale and Servicing Agreement

              	
                83

              
	
                SECTION
                  12.16.

              	
                State
                  Business Licenses

              	
                83

              
	
                SECTION
                  12.17.

              	
                Additional
                  Liability

              	
                83

              
	
                SECTION
                  12.18.

              	
                Intent
                  of the Parties; Reasonableness

              	
                84

              


      

    

     

    
      
        	
                SCHEDULES

              	 	 
	
                Schedule
                  A

              	
                Schedule
                  of Receivables

              	 
	
                Schedule
                  B

              	
                Location
                  of Receivables

              	 
	
                Schedule
                  C

              	
                Schedule
                  of Servicer’s Representations

              	 
	
                Schedule
                  D

              	
                Terms
                  and Conditions of Designated Backup Subservicer

              	 
	 	 	 
	
                EXHIBITS

              	 	 
	
                Exhibit
                  A

              	
                [Reserved]

              	 
	
                Exhibit
                  B

              	
                Form
                  of Servicer’s Certificate

              	 
	
                Exhibit
                  C

              	
                [Reserved]

              	 
	
                Exhibit
                  D

              	
                Form
                  of Request for Release

              	 
	
                Exhibit
                  E

              	
                Form
                  of Assessments of Compliance and Attestation Reports Servicing
Criteria

              
	
                Exhibit
                  F

              	
                Form
                  of Annual Certification

              	 
	
                Exhibit
                  G

              	
                Form
                  of Servicing Criteria to be Addressed in Assessment of
                  Compliance

              


      

    

     

    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    

    

      SALE
        AND
        SERVICING AGREEMENT dated as of November 1, 2007, among UPFC AUTO RECEIVABLES
        TRUST 2007-B, a Delaware statutory trust (the “Trust”),
        UPFC
        AUTO FINANCING CORPORATION, a Texas corporation (the “Seller”),
        UNITED AUTO CREDIT CORPORATION, a California corporation (the “Servicer”)
        DEUTSCHE BANK TRUST COMPANY AMERICAS, a banking corporation organized under
        the
        laws of the State of New York, in its capacity as trust collateral agent
        (the
“Trust Collateral Agent” and in its capacity as backup servicer, the “Backup
        Servicer”) and CENTERONE FINANCIAL SERVICES LLC, a Delaware limited liability
        company (the “Designated Backup Subservicer”).

       

      WHEREAS
        the Trust desires to purchase a portfolio of receivables arising in connection
        with motor vehicle retail installment sale contracts made by United Auto
        Credit
        Corporation or acquired by United Auto Credit Corporation through motor vehicle
        dealers;

       

      WHEREAS
        the Seller has purchased such receivables from United Auto Credit Corporation
        and is willing to sell such receivables to the Trust;

       

      WHEREAS
        the Servicer is willing to service all such receivables;

       

      WHEREAS
        the Backup Servicer is willing to provide backup servicing for all such
        receivables; and

       

      WHEREAS
        the Designated Backup Subservicer is willing to provide backup subservicing
        for
        all such receivables.

       

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

       

      ARTICLE
        I 

       

      Definitions

       

      SECTION
        1.1.   Definitions

       

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

       

      “Accountants’
        Report”
means
        the report of a firm of nationally recognized independent accountants described
        in Section 4.11.

       

      “Accounting
        Date”
means,
        with respect to any Collection Period the last day of such Collection
        Period.

       

      “Additional
        Funds Available”
means,
        with respect to any Distribution Date, the sum of (i) the Spread Account
        Claim
        Amount, if any, received by the Trust Collateral Agent with respect to such
        Distribution Date plus (ii) the Insurer Optional Deposit, if any, received
        by
        the Trust Collateral Agent with respect to such Distribution Date.

       

      “Affiliate”
means,
        with respect to any specified Person, any other Person controlling or controlled
        by or under common control with such specified Person. For the purposes of
        this
        definition, “control” when used with respect to any Person means the power to
        direct the management and policies of such Person, directly or indirectly,
        whether through the ownership of voting securities, by contract or otherwise;
        and the terms “controlling” and “controlled” have meanings correlative to the
        foregoing.

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      “Aggregate
        Principal Balance”
means,
        with respect to any date of determination, the sum of the Principal Balances
        for
        all Receivables (other than (i) any Receivable that became a Liquidated
        Receivable prior to the end of the related Collection Period and (ii) any
        Receivable that became a Purchased Receivable prior to the end of the related
        Collection Period) as of the date of determination.

       

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

       

      “Amount
        Financed”
means,
        with respect to a Receivable, the aggregate amount advanced under such
        Receivable toward the purchase price of the Financed Vehicle and any related
        costs, including amounts advanced in respect of accessories, insurance premiums,
        service and warranty contracts, other items customarily financed as part
        of
        retail automobile installment sale contracts or promissory notes, and related
        costs.

       

      “Annual
        Percentage Rate”
or
        “APR”
of
        a
        Receivable means the annual percentage rate of finance charges or service
        charges, as stated in the related Contract.

       

      “Available
        Funds”
means,
        with respect to any Distribution Date, the sum of (i) the Collected Funds
        for
        the related Collection Period, (ii) following the acceleration of the Notes
        pursuant to Section 5.2 of the Indenture, the amount of money or property
        collected pursuant to Section 5.3 of the Indenture since the preceding
        Distribution Date by the Trust Collateral Agent or Controlling Party for
        distribution pursuant to Section 5.6 and Section 5.8 of the Indenture, (iii)
        the
        proceeds of any purchase or sale of the assets of the Trust described in
        Section
        10.1 hereof, (iv) Investment Earnings with respect to the Trust Accounts
        for the
        related Collection Period and (v) excess amounts released from the Spread
        Account.

       

      “Backup
        Servicer”
means
        the Trust Collateral Agent in its capacity as backup servicer.

       

      “Base
        Servicing Fee”
means,
        with respect to any Collection Period, the fee payable to the Servicer for
        services rendered during such Collection Period, which shall be equal to
        the
        product of the Servicing Fee Rate times the product of (i) the aggregate
        Principal Balance of the Receivables as of the opening of business on the
        first
        day of such Collection Period multiplied by (ii) one twelfth.

       

      “Basic
        Documents”
means
        this Agreement, the Certificate of Trust, the Trust Agreement, the Indenture,
        the Spread Account Agreement, the Insurance Agreement, the Sale Agreement
        and
        other documents and certificates delivered in connection therewith.

       

      “Business
        Day”
means
        any day other than (a) a Saturday or a Sunday, (b) a day on which the Insurer
        is
        closed or (c) a day on which banking institutions in New York City, Irvine,
        California, Texas, Wilmington,
        Delaware
        or in
        the city in which the corporate trust office of the Trustee under the Indenture
        or the Owner Trustee under the Trust Agreement is located are authorized
        or
        obligated by law or executive order to be closed.

       


      
        
           

        

        
          2

          
            

          

        

        
           

        

      


      “CenterOne”
means
        CenterOne Financial Services LLC, a Delaware limited liability
        company.

       

      “Certificate”
means
        the trust certificate evidencing the beneficial interest of the
        Certificateholder in the Trust.

       

      “Certificateholder”
means
        the Person in whose name the Certificate is registered.

       

      “Class”
means
        the Class A-1 Notes, the Class A-2 Notes or the Class A-3 Notes, as the context
        requires.

       

      “Class
        A-1 Notes”
has
        the
        meaning assigned to such term in the Indenture.

       

      “Class
        A-2 Notes”
has
        the
        meaning assigned to such term in the Indenture.

       

      “Class
        A-3 Notes”
has
        the
        meaning assigned to such term in the Indenture.

       

      “Closing
        Date”
means
        November 8, 2007.

       

      “Collateral
        Agent”
means
        Deutsche Bank Trust Company Americas, in its capacity as Collateral Agent
        under
        the Spread Account Agreement.

       

      “Collateral
        Insurance”
shall
        have the meaning set forth in Section 4.4(a).

       

      “Collected
        Funds”
means,
        with respect to any Collection Period, the amount of funds in the Collection
        Account representing collections on the Receivables during such Collection
        Period, including all Net Liquidation Proceeds collected during such Collection
        Period and any Purchase Amounts deposited in the Collection Account with
        respect
        to such Collection Period.

       

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

       

      “Collection
        Period”
means,
        with respect to the first Distribution Date, the period beginning on the
        close
        of business on October 24, 2007 and ending on the close of business on November
        30, 2007. With respect to each subsequent Distribution Date, “Collection Period”
means the immediately preceding calendar month. 

       

      “Collection
        Records”
means
        all manually prepared or computer generated records relating to collection
        efforts or payment histories with respect to the Receivables.

       

      “Commission”
means
        the United States Securities and Exchange Commission.

       

      “Computer
        Tape”
means
        the computer tapes or other electronic media furnished by the Servicer to
        the
        Trust and the Insurer and its assigns describing certain characteristics
        of the
        Receivables as of the Cutoff
        Date.

       


      
        
           

        

        
          3

          
            

          

        

        
           

        

      


      “Contract”
means
        a
        motor vehicle retail installment sale contract or promissory note.

       

      “Controlling
        Party”
means
        the Insurer, so long as no Insurer Default shall have occurred and be continuing
        and the Trust Collateral Agent for the benefit of the Holders, in the event
        an
        Insurer Default shall have occurred and be continuing.

       

      “Corporate
        Trust Office”
means
        (i) with respect to the Owner Trustee, the principal corporate trust office
        of
        the Owner Trustee, which at the time of execution of this agreement is
919
        Market Street, Suite 1600, Wilmington, Delaware 19801,
        Attention: Corporate Trust Administration and (ii) with respect to the Trustee,
        the Trust Collateral Agent and the Collateral Agent, the principal office
        thereof at which at any particular time its corporate trust business shall
        be
        administered, which at the time of execution of this agreement is 60 Wall
        Street, 26th
        Floor,
        New York, New York 10005, Attention: Trust Securities Services/Structured
        Finance Services.

       

      “Cram
        Down Loss”
means,
        with respect to a Receivable that has not become a Liquidated Receivable,
        (i) if
        a court of appropriate jurisdiction in a proceeding related to an Insolvency
        Event shall have issued an order reducing the amount owed on a Receivable
        or
        otherwise modifying or restructuring the Scheduled Receivables Payments to
        be
        made on a Receivable in a manner that reduces the total principal payable
        by the
        obligor, an amount equal to the excess of the principal balance of such
        Receivable immediately prior to such order over the principal balance of
        such
        Receivable as so reduced or (ii) if such court shall have issued an order
        reducing the effective rate of interest on such Receivable, the excess of
        the
        Principal Balance of such Receivable immediately prior to such order over
        the
        net present value (using as the discount rate the higher of the APR on such
        Receivable or the rate of interest, if any, specified by the court in such
        order) of the Scheduled Receivables Payments as so modified or restructured.
        A
“Cram
        Down Loss”
shall
        be deemed to have occurred on the date of issuance of such order.

       

      “Credit
        and Collection Policy”
means
        the Credit and Collection Policy of UACC as outlined in the policies and
        procedures manual provided to Insurer on November 2, 2007, together with
        any
        amendments approved by Insurer.

       

      “Cutoff
        Date”
means
        October 24, 2007.

       

      “Dealer”
means
        a
        dealer who sold a Financed Vehicle and who originated and assigned the
        respective Receivable to UACC under a Dealer Agreement or pursuant to a Dealer
        Assignment.

       

      “Dealer
        Agreement”
means
        any agreement between a Dealer and UACC relating to the acquisition of
        Receivables from a Dealer by UACC.

       

      “Dealer
        Assignment”
means,
        with respect to a Receivable, the executed assignment executed by a Dealer
        conveying such Receivable to UACC.

       

      “Deficiency
        Notice”
shall
        have the meaning set forth in Section 5.5.

       


      
        
           

        

        
          4

          
            

          

        

        
           

        

      


      “Delivery”
when
        used with respect to Trust Account Property means:

       

      (a) with
        respect to bankers’ acceptances, commercial paper, negotiable certificates of
        deposit and other obligations that constitute “instruments” within the meaning
        of Section 9-102(a)(47) of the UCC and are susceptible of physical delivery,
        transfer thereof to the Trust Collateral Agent or its nominee or custodian
        by
        physical delivery to the Trust Collateral Agent or its nominee or custodian
        endorsed to, or registered in the name of, the Trust Collateral Agent or
        its
        nominee or custodian or endorsed in blank, and, with respect to a certificated
        security (as defined in Section 8-102 of the UCC), transfer thereof (i) by
        delivery of such certificated security endorsed to, or registered in the
        name
        of, the Trust Collateral Agent or its nominee or custodian or endorsed in
        blank
        to a financial intermediary (as defined in Section 8-313 of the UCC) and
        the
        making by such financial intermediary of entries on its books and records
        identifying such certificated securities as belonging to the Trust Collateral
        Agent or its nominee or custodian and the sending by such financial intermediary
        of a confirmation of the purchase of such certificated security by the Trust
        Collateral Agent or its nominee or custodian, or (ii) by delivery thereof
        to a
“clearing corporation” (as defined in Section 8-102(3) of the UCC) and the
        making by such clearing corporation of appropriate entries on its books reducing
        the appropriate securities account of the transferor and increasing the
        appropriate securities account of a financial intermediary by the amount
        of such
        certificated security, the identification by the clearing corporation of
        the
        certificated securities for the sole and exclusive account of the financial
        intermediary, the maintenance of such certificated securities by such clearing
        corporation or a “custodian bank” (as defined in Section 8-102(4) of the UCC) or
        the nominee of either subject to the clearing corporation’s exclusive control,
        the sending of a confirmation by the financial intermediary of the purchase
        by
        the Trust Collateral Agent or its nominee or custodian of such securities
        and
        the making by such financial intermediary of entries on its books and records
        identifying such certificated securities as belonging to the Trust Collateral
        Agent or its nominee or custodian (all of the foregoing, “Physical Property”),
        and, in any event, any such Physical Property in registered form shall be
        in the
        name of the Trust Collateral Agent or its nominee or custodian; and such
        additional or alternative procedures as may hereafter become appropriate
        to
        effect the complete transfer of ownership of any such Trust Account Property
        to
        the Trust Collateral Agent or its nominee or custodian, consistent with changes
        in applicable law or regulations or the interpretation thereof;

       

      (b) with
        respect to any security issued by the U.S. Treasury, the Federal Home Loan
        Mortgage Corporation or by the Federal National Mortgage Association that
        is a
        book-entry security held through the Federal Reserve System pursuant to federal
        book-entry regulations, the following procedures, all in accordance with
        applicable law, including applicable Federal regulations and Articles 8 and
        9 of
        the UCC: book-entry registration of such Trust Account Property to an
        appropriate book-entry account maintained with a Federal Reserve Bank by
        a
        financial intermediary which is also a “depository” pursuant to applicable
        Federal regulations and issuance by such financial intermediary of a deposit
        advice or other written confirmation of such book-entry registration to the
        Trust Collateral Agent or its nominee or custodian of the purchase by the
        Trust
        Collateral Agent or its nominee or custodian of such book-entry securities;
        the
        making by such financial intermediary of entries in its books and records
        identifying such book-entry security held through the Federal Reserve System
        pursuant to Federal book-entry regulations as belonging to the Trust Collateral
        Agent or its nominee or custodian and indicating that such custodian holds
        such
        Trust Account Property solely as agent for the Trust Collateral Agent or
        its
        nominee or custodian; and such additional or alternative procedures as may
        hereafter become appropriate to effect complete transfer of ownership of
        any
        such Trust Account Property to the Trust Collateral Agent or its nominee
        or
        custodian, consistent with changes in applicable law or regulations or the
        interpretation thereof; and

       


      
        
           

        

        
          5

          
            

          

        

        
           

        

      


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

       

      “Depositor”
shall
        mean the Seller in its capacity as Depositor under the Trust
        Agreement.

       

      “Designated
        Backup Subservicer”
means
        the designated backup subservicer appointed by the Backup Servicer pursuant
        to
        Section 8.5(c), initially CenterOne.

       

      “Determination
        Date”
means,
        with respect to any Collection Period the third Business Day preceding the
        Distribution Date in the next calendar month and with respect to the first
        Distribution Date, December 12, 2007.

       

      “Distribution
        Date”
means,
        with respect to each Collection Period, the 15th
        day of
        the following calendar month, or, if such day is not a Business Day, the
        immediately following Business Day, commencing December 17, 2007.

       

      “Draw
        Date”
means,
        with respect to any Distribution Date, the second Business Day immediately
        preceding such Distribution Date.

       

      “Electronic
        Ledger”
means
        the electronic master record of the retail installment sales contracts or
        installment loans of the Servicer.

       

      “Eligible
        Deposit Account”
means
        a
        segregated trust account with the corporate trust department of a depository
        institution acceptable to the Insurer organized under the laws of the United
        States of America or any one of the states thereof or the District of Columbia
        (or any domestic branch of a foreign bank), having corporate trust powers
        and
        acting as trustee for funds deposited in such account, so long as (i) any
        of the
        securities of such depository institution have a credit rating from each
        Rating
        Agency in one of its generic rating categories which signifies investment
        grade
        and (ii) such depository institutions’ deposits are insured by the
        FDIC.

       

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

       


      
        
           

        

        
          6

          
            

          

        

        
           

        

      


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

       

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

       

      (c) commercial
        paper and demand notes investing solely in commercial paper having, at the
        time
        of the investment or contractual commitment to invest therein, a rating from
        Standard & Poor’s of A-1+ and from Moody’s of Prime-1;

       

      (d) investments
        in money market funds (including funds for which the Trust Collateral Agent
        or
        the Owner Trustee in each of their individual capacities or any of their
        respective Affiliates is investment manager, controlling party or advisor)
        having a rating from Standard & Poor’s of AAA-m or AAAm-G and from Moody’s
        of Aaa and having been approved by the Insurer, which approval shall not
        be
        unreasonably withheld;

       

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

       

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

       

      (g) any
        other
        investment which would satisfy the Rating Agency Condition and is consistent
        with the ratings of the Securities and which, so long as no Insurer Default
        shall have occurred and be continuing, has been approved by the Insurer,
        which
        approval shall not be unreasonably withheld, or any other investment that
        by its
        terms converts to cash within a finite period, if the Rating Agency Condition
        is
        satisfied with respect thereto;

       

      (h) cash
        denominated in United States dollars; and

       

      (i) money
        market deposit accounts, time deposits or savings deposits, in each case
        as
        defined in Regulation D of the Board of Governors of the Federal Reserve
        System
        and issued or offered by, any domestic office of any commercial bank organized
        under the laws of the United States of America or any State thereof which
        has a
        combined capital and surplus and undivided profits of not less than $250,000,000
        which are fully insured by FDIC under the Deposit Insurance Fund or secured
        at
        all times by collateral described in (a) above. Such collateral must be held
        by
        a third party and the Trustee must have a perfected security interest in
        the
        collateral.

       


      
        
           

        

        
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      Any
        of
        the foregoing Eligible Investments may be purchased by or through the Owner
        Trustee or the Trust Collateral Agent or any of their respective
        Affiliates.

       

      “Eligible
        Servicer”
        means,
        UACC, Deutsche Bank Trust Company Americas, as Backup Servicer, CenterOne
        Financial Services, LLC, as Designated Backup Subservicer, or another Person
        which at the time of its appointment as Servicer or Backup Servicer, (i)
        is
        servicing a portfolio of motor vehicle retail installment sale contracts
        and/or
        motor vehicle installment loan contracts, (ii) is legally qualified and has
        the
        capacity to service the Receivables, (iii) has demonstrated the ability
        professionally and competently to service a portfolio of motor vehicle retail
        installment sale contracts and/or motor vehicle installment loan contracts
        similar to the Receivables with reasonable skill and care and (iv) is qualified
        and entitled to use, pursuant to a license or other written agreement, and
        agrees to maintain the confidentiality of, the software which the Servicer
        uses
        in connection with performing its duties and responsibilities under this
        Agreement or otherwise has available software which is adequate to perform
        its
        duties and responsibilities under this Agreement.

       

      “Event
        of
        Default” has the meaning assigned to such term in the Indenture.

       

      “Exchange
        Act” means the Securities and Exchange Act of 1934, as amended.

       

      “FDIC”
means
        the Federal Deposit Insurance Corporation.

       

      “Final
        Scheduled Distribution Date”
means
        with respect to (i) the Class A-1 Notes, the November 17, 2008 Distribution
        Date, (ii) the Class A-2 Notes, the September 15, 2010 Distribution Date
        and
        (iii) the Class A-3 Notes, the July 15, 20014 Distribution Date.

       

      “Financed
        Vehicle”
means
        an automobile or light-duty truck, van or minivan, together with all accessions
        thereto, securing an Obligor’s indebtedness under the respective
        Receivable.

       

      “Indenture”
means
        the Indenture dated as of November 1, 2007, between the Trust and Deutsche
        Bank
        Trust Company Americas, as Trust Collateral Agent and Trustee, as the same
        may
        be amended and supplemented from time to time.

       

      “Insolvency
        Event”
means,
        with respect to a specified Person, (a) the filing of a petition against
        such
        Person or the entry of a decree or order for relief by a court having
        jurisdiction in the premises in respect of such Person or any substantial
        part
        of its property in an involuntary case under any applicable federal or state
        bankruptcy, insolvency or other similar law now or hereafter in effect, or
        appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator,
        or similar official for such Person or for any substantial part of its property,
        or ordering the winding-up or liquidation or such Person’s affairs, and such
        petition, decree or order shall remain unstayed and in effect for a period
        of 60
        consecutive days; or (b) the commencement by such Person of a voluntary case
        under any applicable federal or state bankruptcy, insolvency or other similar
        law now or hereafter in effect, or the consent by such Person to the entry
        of an
        order for relief in an involuntary case under any such law, or the consent
        by
        such Person to the appointment of or taking possession by, a receiver,
        liquidator, assignee, custodian, trustee, sequestrator, or similar official
        for
        such Person or for any substantial part of its property, or the making by
        such
        Person of any general assignment for the benefit of creditors, or the failure
        by
        such Person generally to pay its debts as such debts become due, or the taking
        of action by such Person in furtherance of any of the foregoing.

       


      
        
           

        

        
          8

          
            

          

        

        
           

        

      


      “Insurance
        Agreement”
means
        the Insurance Agreement, dated as of November 8, 2007, among the Insurer,
        the
        Trustee, the Trust Collateral Agent, the Trust, the Seller, UACC, individually,
        the Servicer and the Backup Servicer, as the same may be amended or supplemented
        from time to time.

       

      “Insurance
        Agreement Event of Default”
means
        an “Insurance Agreement Event of Default” as defined in the Insurance
        Agreement.

       

      “Insurance
        Policy”
means,
        with respect to a Receivable, any insurance policy (including the insurance
        policies described in Section 4.4 hereof) benefiting the holder of the
        Receivable providing loss or physical damage, credit life, credit disability,
        theft, mechanical breakdown or similar coverage with respect to the Financed
        Vehicle or the Obligor.

       

      “Insurance
        Proceeds”
means
        proceeds paid pursuant to any Insurance Policy and amounts (exclusive of
        any
        rebated insurance premiums) paid by any insurer under any other insurance
        policy
        related to a Financed Vehicle, a Receivable or an Obligor.

       

      “Insurer”
means
        Ambac Assurance Corporation, or any successor thereto, as issuer of the Note
        Policy.

       

      “Insurer
        Default”
means
        the occurrence and continuance of any of the following events:

       

      (a) the
        Insurer shall have failed to make a payment required under the Note Policy
        in
        accordance with its terms;

       

      (b) the
        Insurer shall have (i) filed a petition or commenced any case or proceeding
        under any provision or chapter of the United States Bankruptcy Code or any
        other
        similar federal or state law relating to insolvency, bankruptcy, liquidation
        or
        reorganization, (ii) made a general assignment for the benefit of its creditors,
        or (iii) had an order for relief entered against it under the United States
        Bankruptcy Code or any other similar federal or state law relating to
        insolvency, bankruptcy, liquidation or reorganization which is final and
        nonappealable; or

       

      (c) a
        court
        of competent jurisdiction, the Wisconsin Department of Insurance or other
        competent regulatory authority shall have entered a final and nonappealable
        order, judgment or decree (i) appointing a custodian, trustee, agent or receiver
        for the Insurer or for all or any material portion of its property or (ii)
        authorizing the taking of possession by a custodian, trustee, agent or receiver
        of the Insurer (or the taking of possession of all or any material portion
        of
        the property of the Insurer).

       


      
        
           

        

        
          9

          
            

          

        

        
           

        

      


      “Insurer
        Optional Deposit”
means,
        with respect to any Distribution Date, an amount delivered by the Insurer
        pursuant to Section 5.11, at its sole option, other than amounts in respect
        of
        an Insured Payment (as defined in the Note Policy), to the Trust Collateral
        Agent for deposit into the Collection Account for any of the following purposes:
        (i) to provide funds in respect of the payment of fees or expenses of any
        provider of services to the Trust with respect to such Distribution Date;
        or
        (ii) to include such amount as part of the Additional Funds Available for
        such
        Distribution Date to the extent that without such amount a draw would be
        required to be made on the Note Policy.

       

      “Interest
        Period”
        means
        with respect to any Distribution Date (i) for the Class A-1 Notes, from and
        including the prior Distribution Date (or in the case of the first Distribution
        Date, from and including the Closing Date) to, but excluding, the current
        Distribution Date, and (ii) with respect to the Class A-2 Notes and the Class
        A-3 Notes, from and including the 15th
        day of
        the preceding calendar month (or, in the case of the first Distribution Date,
        from and including the Closing Date) to, but excluding, the 15th
        day of
        the month of the current Distribution Date.

       

      “Interest
        Rate”
means,
        with respect to (i) the Class A-1 Notes, 4.98685% per annum (computed on
        the
        basis of a 360-day year and the actual number of days elapsed in the applicable
        Interest Period), (ii) the Class A-2 Notes, 5.75% per annum (computed on
        the
        basis of a 360-day year consisting of twelve 30-day months), and (iii) the
        Class
        A-3 Notes, 6.15% per annum (computed on the basis of a 360-day year consisting
        of twelve 30-day months).

       

      “Investment
        Earnings”
means,
        with respect to any date of determination and Trust Account, the investment
        earnings on amounts on deposit in such Trust Account on such date.

       

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

       

      “Lien
        Certificate”
means,
        with respect to a Financed Vehicle, an original certificate of title,
        certificate of lien or other notification issued by the Registrar of Titles
        of
        the applicable state to a secured party which indicates that the lien of
        the
        secured party on the Financed Vehicle is recorded on the original certificate
        of
        title. In any jurisdiction in which the original certificate of title is
        required to be given to the Obligor, the term “Lien Certificate” shall mean only
        a certificate or notification issued to a secured party.

       

      “Liquidated
        Receivable”
means,
        with respect to any Collection Period, a Receivable for which, as of the
        last
        day of the Collection Period, (i) 90 days have elapsed since the Servicer
        repossessed the Financed Vehicle provided, however, that in no case shall
        5% or
        more of a Scheduled Receivables Payment have become 210 or more days delinquent
        in the case of a repossessed Financed Vehicle and which is not a Sold
        Receivable, (ii) the Servicer has determined in good faith that all amounts
        it
        expects to recover have been received and which is not a Sold Receivable,
        (iii)
        5% or more of a Scheduled Receivables Payment shall have become 120 or more
        days
        delinquent, except in the case of a repossessed Financed Vehicle, and which
        is
        not a Sold Receivable or (iv) that is a Sold Receivable.

       


      
        
           

        

        
          10

          
            

          

        

        
           

        

      


      “Liquidation
        Proceeds”
means,
        with respect to a Liquidated Receivable, all amounts realized with respect
        to
        such Receivable (other than amounts withdrawn from the Spread Account and
        drawings under the Note Policy), and, with respect to a Sold Receivable,
        the
        related Sale Amount.

       

      “Maximum
        Insured Amount”
means
        $250,000,000 in respect of principal plus interest thereon calculated at
        the
        applicable Interest Rate for the Notes.

       

      “Minimum
        Sale Price”
means
        (i) with respect to a Receivable (x) that has become 60 to 210 days delinquent
        or (y) that has become greater than 210 days delinquent and with respect
        to
        which the related Financed Vehicle has been repossessed by the Servicer and
        has
        not yet been sold at auction, the greater of (A) 55% multiplied by the Principal
        Balance of such Receivable and (B) the product of the three month rolling
        average recovery rate (expressed as a percentage) for the Servicer in its
        liquidation of all receivables for which it acts as servicer, either pursuant
        to
        this Agreement or otherwise, multiplied by the Principal Balance of such
        Receivable or (ii) with respect to a Receivable (x) with respect to which
        the
        related Financed Vehicle has been repossessed by the Servicer and has been
        sold
        at auction and the Net Liquidation Proceeds for which have been deposited
        in the
        Collection Account, or (y) that has become greater than 210 days delinquent
        and
        with respect to which the related Financed Vehicle has not been repossessed
        by
        the Servicer despite the Servicer’s diligent efforts, consistent with its
        servicing obligations, to repossess the Financed Vehicle, $1.

       

      “Monthly
        Extension Rate”
means,
        with respect to any Accounting Date, the fraction, expressed as a percentage,
        the numerator of which is the aggregate Principal Balance of Receivables
        whose
        payments are extended during the related Collection Period and the denominator
        of which is the aggregate Principal Balance of Receivables as of the immediately
        preceding Accounting Date.

       

      “Monthly
        Records”
means
        all records and data maintained by the Servicer with respect to the Receivables,
        including the following with respect to each Receivable: the account number;
        the
        originating Dealer; Obligor name; Obligor address; Obligor home phone number;
        Obligor business phone number; original Principal Balance; original term;
        Annual
        Percentage Rate; current Principal Balance; current remaining term; origination
        date; first payment date; final scheduled payment date; next payment due
        date;
        date of most recent payment; new/used classification; collateral description;
        days currently delinquent; number of contract extensions (months) to date;
        amount of Scheduled Receivables Payment; current Insurance Policy expiration
        date; and past due late charges.

       

      “Moody’s”
means
        Moody’s Investors Service, or its successor.

       

      “Net
        Insurance Proceeds”
means,
        with respect to any Receivable, Insurance Proceeds net of amounts applied
        to the
        repair of the related Financed Vehicle, released to the related Obligor in
        accordance with the normal servicing procedures of the Servicer or representing
        expenses incurred by the Servicer and recoverable hereunder.

       

      “Net
        Liquidation Proceeds”
means,
        with respect to a Liquidated Receivable Liquidation Proceeds net of (i)
        reasonable out-of-pocket expenses incurred by the Servicer in connection
        with
        the collection of such Receivable and the repossession and disposition of
        the
        Financed Vehicle and (ii) amounts that are required to be refunded to the
        Obligor on such Receivable; provided,
        however,
        that
        the Net Liquidation Proceeds with respect to any Receivable shall in no event
        be
        less than zero.

       


      
        
           

        

        
          11

          
            

          

        

        
           

        

      


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

       

      “Note
        Majority”
means
        a
        majority by principal amount of the Holders.

       

      “Note
        Policy”
means
        the note guaranty insurance policy issued by the Insurer to the Trustee,
        for the
        benefit of the Holders.

       

      “Note
        Pool Factor”
for
        each Class of Notes as of the close of business on any date of determination
        means a seven-digit decimal figure equal to the outstanding principal amount
        of
        such Class of Notes divided by the original outstanding principal amount
        of such
        Class of Notes.

       

      “Noteholders’
        First Principal Distributable Amount”
means,
        for any Distribution Date, an amount equal to the sum of: 

       

      (1)
         the
        greater of (i) zero and (ii) (a) the outstanding principal balance of the
        Notes
        immediately preceding such Distribution Date; less (b) the Aggregate Principal
        Balance as of the end of the preceding calendar month; and

       

      (2)
         (a)
        in
        the case of the Final Scheduled Distribution Date for a Class of Notes, the
        excess of the outstanding principal balance of that Class of Notes, if any,
        over
        the amounts described in clause (1), and (b) in the case of the acceleration
        of
        the Notes under the Indenture, the excess of the outstanding principal balance
        of all classes of the Notes then outstanding over the amount described in
        clause
        (1).

       

      “Noteholders’
        Interest Carryover Amount”
means,
        with respect to any Class of Notes and any date of determination, all or
        any
        portion of the Noteholders’ Interest Distributable Amount for that Class for the
        immediately preceding Distribution Date, any of which remains unpaid as of
        such
        date of determination, plus interest on such unpaid amount, to the extent
        permitted by law, at the respective Interest Rate borne by such Class of
        Notes
        from such immediately preceding Distribution Date to but excluding the related
        Distribution Date.

       

      “Noteholders’
        Interest Distributable Amount”
means,
        with respect to any Distribution Date and Class of Notes, the sum of the
        Noteholders’ Monthly Interest Distributable Amount for such Distribution Date
        and Class of Notes and the Noteholders’ Interest Carryover Amount, if any for
        such Distribution Date and such Class.

       

      “Noteholders’
        Monthly Interest Distributable Amount”
means,
        with respect to any Distribution Date and any Class of Notes, interest accrued
        at the related Interest Rate during the applicable Interest Period on the
        principal amount of the Notes of such Class outstanding as of the end of
        the
        prior Distribution Date (or, in the case of the first Distribution Date,
        as of
        the Closing Date).

       


      
        
           

        

        
          12

          
            

          

        

        
           

        

      


      “Noteholders’
        Second Principal Distributable Amount”
means
        for a Distribution Date, an amount equal to the lesser of:

       

      (1)
         the
        excess, if any, of the amount of Available Funds and Additional Funds Available
        on the Distribution Date over the amounts payable on the Distribution Date
        under
        Section 5.7(b)(i) through (vi); and

       

      (2)
         the
        amount necessary to reduce the principal balance of the notes (after application
        of the Noteholders’ First Principal Distributable Amount) to the Targeted Note
        Balance.

       

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

       

      “Officers’
        Certificate”
means
        a
        certificate signed by the chairman of the board, the president, any executive
        vice president, senior vice president or any vice president, any treasurer,
        assistant treasurer, secretary or assistant secretary of the Seller or the
        Servicer, as appropriate.

       

      “Opinion
        of Counsel”
means
        a
        written opinion of counsel reasonably acceptable to the Insurer, which opinion
        is satisfactory in form and substance to the Trust Collateral Agent and,
        if such
        opinion or a copy thereof is required by the provisions of this Agreement
        to be
        delivered to the Insurer, to the Insurer.

       

      “Original
        Pool Balance”
means
        the Aggregate
        Principal Balance
        as of
        the Cutoff Date, which equaled $268,817,204.56.

       

      “Other
        Conveyed Property”
means
        all property conveyed by the Seller to the Trust pursuant to Section 2.1(b)
        through (j) of this Agreement.

       

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

       

      “Owner
        Trustee”
means
        Wells Fargo Delaware Trust Company, not in its individual capacity but solely
        as
        Owner Trustee, acting on behalf of the Trust, under the Trust Agreement,
        its
        successors in interest or any successor Owner Trustee under the Trust
        Agreement.

       

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

       

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

       

      “Policy
        Claim Amount”
means,
        (i) with respect to each Distribution Date, the excess, if any, without
        duplication, of (a) the Scheduled Payments minus (b) the sum, without
        duplication of: (w) all amounts of Available Funds for the related Collection
        Period, (x) Additional Funds Available, if any, for such Distribution Date,
        (y)
        all other funds on deposit in the Collection Account, the Note Distribution
        Account, the Spread Account and any other Trust Accounts available for payment
        of Scheduled Payments on the Notes on such Distribution Date and (z) any
        other
        amounts available pursuant to the Basic Documents to pay the Scheduled Payments
        on such Distribution Date, in each case to the extent available in accordance
        with the priorities set forth in Indenture and Section 5.7 of this Agreement,
        and (ii) with respect to any preference payment date, Preference Amounts
        as
        defined in the Insurance Agreement; provided, however, that the aggregate
        amount
        of all such Preference Amounts will be subject to the limitations in such
        definition; provided, further, that in no event will the aggregate amount
        payable by the Insurer under the Note Policy exceed the Maximum Insured Amount
        as defined in the Insurance Agreement.

       


      
        
           

        

        
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      “Principal
        Balance”
means,
        with respect to any Receivable, as of any date of determination, the Amount
        Financed minus (i) that portion of all amounts received on or prior to such
        date
        and allocable to principal in accordance with the terms of the Receivable
        and
        (ii) any Cram Down Loss accounted for as of such date in respect of such
        Receivable.

       

      “Purchase
        Amount”
means,
        with respect to a Purchased Receivable, the Principal Balance and all accrued
        and unpaid interest on the Purchased Receivable, after giving effect to the
        receipt of any moneys collected (from whatever source) on such Purchased
        Receivable, if any as of the date of purchase.

       

      “Purchased
        Receivable”
means
        a
        Receivable purchased as of the close of business on the last day of a Collection
        Period by the Servicer pursuant to Sections 4.2 or 4.7 or repurchased by
        the
        Seller or the Servicer pursuant to Section 3.2 or Section 10.1(a).

       

      “Rating
        Agency”
means
        Moody’s and Standard & Poor’s. If no such organization or successor
        maintains a rating on the Securities, “Rating
        Agency”
shall
        be a nationally recognized statistical rating organization or other comparable
        Person designated by the Seller and acceptable to the Insurer (so long as
        an
        Insurer Default shall not have occurred and be continuing), notice of which
        designation shall be given to the Trust Collateral Agent, the Owner Trustee
        and
        the Servicer.

       

      “Rating
        Agency Condition”
means,
        with respect to any action, that each Rating Agency shall have been given
        10
        days (or such shorter period as shall be acceptable to each Rating Agency)
        prior
        notice thereof and that each Rating Agency shall have notified the Seller,
        the
        Servicer, the Insurer, the Trustee, the Owner Trustee and the Trust in writing
        that such action will not result in a reduction or withdrawal of the then
        current rating of any Class of Notes without regard to the Note
        Policy.

       

      “Realized
        Losses”
means,
        with respect to any Receivable that becomes a Liquidated Receivable, the
        excess
        of the Principal Balance of such Liquidated Receivable over Net Liquidation
        Proceeds to the extent allocable to principal.

       

      “Receivables”
means
        the contracts transferred to the Trust pursuant to this Agreement as listed
        on
        Schedule A attached hereto (which Schedule may be in the form of microfiche
        or a
        disk).

       

      “Receivable
        Files”
means
        the documents specified in Section 3.3.

       


      
        
           

        

        
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      “Record
        Date”
means,
        with respect to each Distribution Date, the Business Day immediately preceding
        such Distribution Date, unless otherwise specified in the Agreement.


       

      “Registrar
        of Titles”
means,
        with respect to any state, the governmental agency or body responsible for
        the
        registration of, and the issuance of certificates of title relating to, motor
        vehicles and liens thereon.

       

      “Regulation
        AB”
means
        Subpart 229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R.
§§229.1100-229.1123, as such may be amended from time to time, and subject
        to
        such clarification and interpretation as have been provided by the Commission
        in
        the adopting release (Asset-Backed Securities, Securities Act Release No.
        33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the
        Commission, or as may be provided by the Commission or its staff from time
        to
        time.

       

      “Related
        Party”
means
        any of the Issuing Entity, the Servicer, the Seller, the Indenture Trustee,
        the
        Designated Backup Subservicer, UACC and any of their respective
        Affiliates.

       

      “Requisite
        Amount”
has
        the
        meaning specified in the Spread Account Agreement.

       

      “Sale
        Agreement”
means
        the means the Sale Agreement between UACC, as seller and the Seller, as
        purchaser dated as of November 1, 2007, pursuant to which the Seller acquired
        the Receivables, as such Agreement may be amended from time to
        time.

       

      “Sale
        Amount”
means,
        with respect to any Sold Receivable, the amount received from the related
        third-party purchaser as payment for such Sold Receivable.

       

      “Schedule
        of Receivables”
means
        the schedule of all Receivables originally held as part of the Trust, which
        schedule is attached as Schedule A, (which Schedule may be in the form of
        microfiche or a disk).

       

      “Schedule
        of Representations”
means
        the Schedule of Representations and Warranties attached hereto as Schedule
        C.

       

      “Scheduled
        Payments”
means,
        with respect to any Distribution Date, an amount equal to the sum of the
        Noteholders' Interest Distributable Amount (net of any interest shortfalls
        resulting from the application of the Servicemembers Civil Relief Act, as
        amended, or any similar state regulation or legislation) and the Noteholders'
        First Principal Distributable Amount (other than the amount specified in
        clause
        (2)(b) of the definition thereof) for the related Distribution Date; provided
        that Scheduled Payments will not include (x) any portion of a Noteholders'
        Interest Distributable Amount or of a Noteholders' Interest Carryover Amount
        due
        to Holders (other than Related Parties) because the notice in proper form
        was
        not timely received by the Insurer or (y) any portion of a Noteholders' Interest
        Distributable Amount due to Holders (other than Related Parties) representing
        interest on any prior unpaid Noteholders' Monthly Interest Distributable
        Amount.
        For the avoidance of doubt, the Noteholders’ Interest Distributable Amount shall
        be determined after giving effect to any prior payments made by the Insurer
        under the Note Policy.

       


      
        
           

        

        
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      “Scheduled
        Receivables Payment”
means,
        with respect to any Collection Period for any Receivable, the amount set
        forth
        in such Receivable as required to be paid by the Obligor in such Collection
        Period. If after the Closing Date, the Obligor’s obligation under a Receivable
        with respect to a Collection Period has been modified so as to differ from
        the
        amount specified in such Receivable as a result of (i) the order of a court
        in
        an insolvency proceeding involving the Obligor, (ii) pursuant to the
        Servicemembers Civil Relief Act, as amended, or (iii) modifications or
        extensions of the Receivable permitted by Section 4.2(b), the Scheduled
        Receivables Payment with respect to such Collection Period shall refer to
        the
        Obligor’s payment obligation with respect to such Collection Period as so
        modified.

       

      “Seller”
means
        UPFC Auto Financing Corporation, a Texas corporation, and its successors
        in
        interest to the extent permitted hereunder.

       

      “Service
        Contract”
means,
        with respect to a Financed Vehicle, the agreement, if any, financed under
        the
        related Receivable that provides for the repair of such Financed
        Vehicle.

       

      “Servicer”
means
        United Auto Credit Corporation, as the servicer of the Receivables, and each
        replacement Servicer pursuant to Section 9.3.

       

      “Servicer
        Termination Event”
means
        an event specified in Section 9.1.

       

      “Servicer’s
        Certificate”
means
        an Officers’ Certificate of the Servicer delivered pursuant to Section 4.9(b),
        substantially in the form of Exhibit B.

       

      “Servicing
        Fee”
has
        the
        meaning specified in Section 4.8.

       

      “Servicing
        Criteria”
means
        the “servicing criteria” set forth in Item 1122(d) of Regulation AB, as such may
        be amended from time to time.

       

      “Servicing
        Fee Rate”
means
        3.00% per annum.

       

      “Sold
        Receivable”
means
        a
        Receivable that was more than 60 days delinquent and was sold to an unaffiliated
        third party by the Trust, at the Servicer’s direction, as of the close of
        business on the last day of a Collection Period and in accordance with the
        provisions of Section 4.3(c) hereof.

       

      “Spread
        Account”
means
        the account designated as such, established and maintained pursuant to the
        Spread Account Agreement.

       

      “Spread
        Account Agreement”
means
        the Spread Account Agreement dated as of November 8, 2007, among the Insurer,
        the Trust, the Trustee, the Trust Collateral Agent and the Collateral Agent,
        as
        the same may be modified, supplemented or otherwise amended in accordance
        with
        the terms thereof.

       

      “Spread
        Account Claim Amount”
means
        with respect to any Determination Date, after taking into account the
        application on the related Distribution Date of the Available Funds for the
        related Collection Period, an amount equal to any shortfall in the payment
        of
        the full amounts described in clauses (i) through (v) of Section 5.7(b)
        herein.

       


      
        
           

        

        
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      “Spread
        Account Claim Date”
means,
        with respect to any Distribution Date, the third Business Day immediately
        preceding such Distribution Date.

       

      “Spread
        Account Initial Deposit”
means
        an amount equal to $5,376,344.09.

       

      “Standard
        & Poor’s”
means
        Standard & Poor’s, a Division of The McGraw-Hill Companies, Inc., or its
        successor.

       

      “Subcontractor”
        means any vendor, subcontractor or other Person that is not responsible for
        the
        overall servicing (as “servicing” is commonly understood by participants in the
        asset-backed securities market) of the Receivables but performs one or more
        discrete functions identified in Item 1122(d) of Regulation AB with respect
        to
        the Receivables under the direction or authority of the Servicer or a
        Subservicer.

       

      “Subservicer”
        means any Person that services Receivables on behalf of the Servicer or any
        Subservicer and is responsible for the performance (whether directly or through
        Subservicers or Subcontractors) of a substantial portion of the material
        servicing functions required to be performed by the Servicer under this
        Agreement that are identified in Item 1122(d) of Regulation AB.

       

      “Supplemental
        Servicing Fee”
means,
        with respect to any Collection Period, all administrative fees, expenses
        and
        charges paid by or on behalf of Obligors, including late fees, prepayment
        fees
        and liquidation fees collected on the Receivables during such Collection
        Period
        but excluding any fees or expenses related to extensions.

       

      “Targeted
        Note Balance”
means,
        for any Distribution Date, the product of 86% and the Aggregate Principal
        Balance as of the last day of the preceding calendar month. The Insurer may,
        in
        its discretion, permit the Targeted Note Balance to increase.

       

      “Trigger
        Event”
has
        the
        meaning assigned thereto in the Spread Account Agreement.

       

      “Trust”
means
        UPFC Auto Receivables Trust 2007-B.

       

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

       

      “Trust
        Accounts”
has
        the
        meaning assigned thereto in Section 5.1.

       

      “Trust
        Agreement”
means
        the Trust Agreement dated as of July 19, 2007, between the Seller and the
        Owner
        Trustee, as amended and restated as of November 8, 2007, as the same may
        be
        amended and supplemented from time to time.

       

      “Trust
        Collateral Agent”
means
        Deutsche Bank Trust Company Americas or its successors in interest and any
        successor Trust Collateral Agent hereunder.

       


      
        
           

        

        
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      “Trust
        Officer”
means,
        (i) in the case of the Trust Collateral Agent, the chairman or vice-chairman
        of
        the board of directors, any managing director, the chairman or vice-chairman
        of
        the executive committee of the board of directors, the president, any vice
        president, assistant vice president, the secretary, any assistant secretary,
        the
        treasurer, any assistant treasurer, the cashier, any assistant cashier, any
        trust officer or assistant trust officer or any other officer of the Trust
        Collateral Agent customarily performing functions similar to those performed
        by
        any of the above designated officers and also means, with respect to a
        particular corporate trust matter, any other officer to whom such matter
        is
        referred because of such officer’s knowledge of and familiarity with the
        particular subject, and (ii) in the case of the Owner Trustee, any officer
        in
        the corporate trust office of the Owner Trustee or any agent of the Owner
        Trustee under a power of attorney (including the Servicer) with direct
        responsibility for the administration of this Agreement or any of the Basic
        Documents on behalf of the Owner Trustee.

       

      “Trust
        Property”
means
        the property and proceeds conveyed pursuant to Section 2.1, together with
        certain monies paid on or after the Cutoff Date, the Collection Account ,
        the
        Note Distribution Account, the Spread Account (including all Eligible
        Investments in each such account and all proceeds therefrom) and certain
        other
        rights under this Agreement. 

       

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

       

      “UACC”
means
        United Auto Credit Corporation, the initial servicer hereunder.

       

      “UCC”
means
        the Uniform Commercial Code as in effect in the relevant jurisdiction on
        the
        date of the Agreement.

       

      SECTION
        1.2.   Other
        Definitional Provisions.
        

       

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

       

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

       

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

       


      
        
           

        

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

       

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

       

      (f)   Any
        agreement, instrument or statute defined or referred to herein or in any
        instrument or certificate delivered in connection herewith means such agreement,
        instrument or statute as from time to time amended, modified or supplemented
        and
        includes (in the case of agreements or instruments) references to all
        attachments thereto and instruments incorporated therein; references to a
        Person
        are also to its permitted successors and assigns.

       

      ARTICLE
        II 

       

      Conveyance
        of Receivables

       

      SECTION
        2.1.   Conveyance
        of Receivables.
        In
        consideration of the Trust’s delivery to or upon the order of the Seller on the
        Closing Date of the Notes and Certificates and the amounts to be distributed
        from time to time to the Seller in accordance with the terms of this Agreement,
        the Seller does hereby sell, transfer, assign, set over and otherwise convey
        to
        the Trust, without recourse (subject to the obligations set forth herein),
        all
        right, title and interest of the Seller in and to:

       

      (a)   the
        Receivables and all moneys received thereon after the Cutoff Date;

       

      (b)   the
        security interests in the Financed Vehicles granted by Obligors pursuant
        to the
        Receivables and any other interest of the Seller in such Financed
        Vehicles;

       

      (c)   any
        proceeds and the right to receive proceeds with respect to the Receivables
        from
        claims on any physical damage, credit life or disability insurance policies
        covering Financed Vehicles or Obligors and any proceeds from the liquidation
        of
        the Receivables;

       

      (d)   any
        proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer
        Agreement as a result of a breach of representation or warranty in the related
        Dealer Agreement;

       

      (e)   all
        rights under any Service Contracts on the related Financed
        Vehicles;

       

      (f)   the
        related Receivable Files;

       

      (g)   all
        of
        the Seller’s right, title and interest in its rights and benefits, but none of
        its obligations or burdens, under the Sale Agreement, including the Seller’s
        rights with respect to delivery requirements, representations and warranties
        and
        the repurchase obligations of UACC under the Sale Agreement;

       


      
        
           

        

        
          19

          
            

          

        

        
           

        

      


      (h)   all
        of
        the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and
        (e) General Intangibles (as such terms are defined in the UCC) relating to
        the
        property described in (a) through (g);

       

      (i)   all
        proceeds and investments with respect to items (a) through (h); and 

       

      (j)   all
        of
        Seller’s right, title and interest in its rights and benefits but none of its
        obligations or burdens under the Dealer Agreements. 

       

      It
        is the
        intention of the Seller that the transfer and assignment contemplated by
        this
        Agreement shall constitute a sale of the Receivables and Other Conveyed Property
        from the Seller to the Trust and the beneficial interest in and title to
        the
        Receivables and the Other Conveyed Property shall not be part of the Seller’s
        estate in the event of the filing of a bankruptcy petition by or against
        the
        Seller under any bankruptcy law. In the event that, notwithstanding the intent
        of the Seller, the transfer and assignment contemplated hereby is held by
        a
        court of competent jurisdiction not to be a sale, this Agreement shall
        constitute a grant of a security interest by the Seller to the Trust in the
        property referred to in this Section for the benefit of the Holders and the
        Insurer.

       

      SECTION
        2.2.   [Reserved]

       

      SECTION
        2.3.   Further
        Encumbrance of Trust Property.
        

       

      (a)   Immediately
        upon the conveyance to the Trust by the Seller of any item of the Trust Property
        pursuant to Section 2.1, all right, title and interest of the Seller in and
        to
        such item of Trust Property shall terminate, and all such right, title and
        interest shall vest in the Trust, in accordance with the Trust Agreement
        and
        Sections 3802 and 3805 of the Statutory Trust Statute (as defined in the
        Trust
        Agreement).

       

      (b)   Immediately
        upon the vesting of the Trust Property in the Trust, the Trust shall have
        the
        sole right to pledge or otherwise encumber, such Trust Property. Pursuant
        to the
        Indenture, the Trust shall grant a security interest in the Trust Property
        to
        the Trust Collateral Agent securing the repayment of the Notes and the Trust’s
        obligations to the Insurer. The Certificates shall represent the beneficial
        ownership interest in the Trust Property, and the Certificateholders shall
        be
        entitled to receive distributions with respect thereto as set forth
        herein.

       

      (c)   Following
        the payment in full of the Notes and the release and discharge of the Indenture,
        all covenants of the Trust under Article III of the Indenture shall, until
        payment in full of the Certificates, remain as covenants of the Trust for
        the
        benefit of the Certificateholders, enforceable by the Certificateholders
        to the
        same extent as such covenants were enforceable by the Holders prior to the
        discharge of the Indenture. Any rights of the Trustee under Article III of
        the
        Indenture, following the discharge of the Indenture, shall vest in
        Certificateholders.

       


      
        
           

        

        
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      (d)   The
        Trust
        Collateral Agent shall, at such time as there are no Notes or Certificates
        outstanding and all sums due to (i) the Trustee pursuant to the Indenture,
        (ii)
        the Insurer pursuant to the Insurance Agreement and (iii) the Trust Collateral
        Agent pursuant to this Agreement, have been paid, release any remaining portion
        of the Trust Property to the Certificateholder.

       

      ARTICLE
        III 

       

      The
        Receivables

       

      SECTION
        3.1.   Representations
        and Warranties with Respect to the Receivables.
        UACC
        has
        made the representations and warranties set forth in Section 3.3 of the Sale
        Agreement, and has consented to the assignment by Seller to Trust of Seller’s
        rights with respect thereto. Pursuant to Section 2.1 of this Agreement, Seller
        has transferred to Trust all of Seller’s right, title and interest, but none of
        its obligations or burdens in, to and under the Sale Agreement, including
        Seller’s rights with respect to delivery requirements, representations and
        warranties and the cure or repurchase obligations of UACC thereunder, upon
        which
        Trust relies in accepting the Receivables. Seller hereby represents and warrants
        to the Trust that such assignment is or will be valid, enforceable and effective
        to permit the Trust to enforce such obligations of UACC under the Sale
        Agreement. Any purchase by UACC pursuant to the Sale Agreement shall be deemed
        a
        purchase by Seller pursuant to Section 3.2 of this Agreement and the definition
        of Purchased Receivable. In addition, pursuant to Section 2.1 of this Agreement,
        Seller has transferred to Trust all of UACC’s right, title and interest, but
        none of its obligations or burdens, in, to and under each Dealer Agreement,
        including the representations and warranties of the obligors therein, upon
        which
        the Trust relies in accepting the Receivables.

       

      SECTION
        3.2.   Repurchase
        Upon Breach.

       

      (a)   Seller,
        Servicer, Insurer, Backup Servicer, the Designated Backup Subservicer or
        Trust
        Collateral Agent, as the case may be, shall inform the other parties to this
        Agreement promptly, in writing, upon actual knowledge of any breach or failure
        to be true of the representations or warranties made by UACC in Section 3.3
        of
        the Sale Agreement, which materially and adversely affects the interests
        of
        Trust, the Holders or the Insurer in any Receivable; provided
        that the
        failure to give such notice shall not affect any obligation of UACC; and,
        provided,
        further,
        that
        the Designated Backup Subservicer, so long as it has not been appointed Servicer
        or subservicer, shall have no liability for a failure to give such notice.
        In
        consideration of the repurchase of a Receivable hereunder by UACC under Section
        3.4 of the Sale Agreement, UACC shall remit the Purchase Amount of such
        Receivable, no later than the close of business on the next Determination
        Date,
        in the manner specified in Section 5.6.

       

      (b)   With
        respect to all Receivables repurchased pursuant to this Section 3.2, Trust
        shall
        assign to the Seller without recourse, all of Trust’s right, title and interest
        in and to such Receivables and all other Trust Property, security and documents,
        relating solely to such Receivable.

       


      
        
           

        

        
          21

          
            

          

        

        
           

        

      


      (c)   In
        addition to the foregoing and notwithstanding whether the related Receivable
        shall have been purchased by UACC, UACC shall indemnify the Trust, the Trustee,
        the Seller, the Backup Servicer, the Designated Backup Subservicer, the Trust
        Collateral Agent, Collateral Agent and the officers, directors, agents and
        employees thereof, the Insurer, and the Holders against all costs, expenses,
        losses, damages, claims and liabilities, including reasonable fees and expenses
        of counsel, which may be asserted against or incurred by any of them as a
        result
        of third party claims arising out of the events or facts giving rise to such
        breach.

       

      SECTION
        3.3.   Custodian
        Of Receivable Files.

       

      (a)   CUSTODY.
        To
        assure uniform quality in servicing the Receivables and to reduce administrative
        costs, Trust, upon the execution and delivery of this Agreement, revocably
        appoints the Servicer, as agent, and the Servicer accepts such appointment,
        to
        act as agent on behalf of the Trustee (or if no Notes are outstanding, Trust)
        to
        maintain custody of the following documents or instruments, which are hereby
        constructively delivered to Trust with respect to each Receivable (with respect
        to each Receivable, a “Receivable File”): 

       

      (i)   copies
        of
        (A) the original certificate of title, lien card or application of title,
        as
        used in the applicable jurisdiction and/or (B) if the security interest of
        the
        applicable Obligor is evidenced with respect to a Financed Vehicle under
        the
        Uniform Commercial Code of a state and the Servicer is given notice of such
        security interest, the UCC-1 financing statements evidencing the applicable
        Obligor’s security interest;

       

      (ii)   the
        fully
        executed original counterpart of the (a) installment sale contract or (b)
        note
        and the security agreement, as applicable relating to each Receivable and,
        in
        the case of promissory notes, endorsements of such notes in blank;
        and

       

      (iii)   a
        copy of
        the credit application of the Obligor.

       

      As
        soon
        as practicable, but in no event later than fifteen (15) days following the
        Closing Date, the Servicer will deliver to the Trust, the Trust Collateral
        Agent
        and the Insurer a final certification of the Servicer certifying that the
        Servicer has possession of all of the Receivable Files, with any exceptions
        as
        noted thereon.

      


      (b)   SAFEKEEPING.
        The
        Servicer shall hold the applicable Receivable Files as agent on behalf of
        Trust
        and maintain accurate and complete records and computer systems pertaining
        to
        each Receivable in accordance with the terms of this Agreement. Servicer
        shall
        act with reasonable care, exercising the degree of skill, attention and care
        that Servicer exercises with respect to receivable files relating to other
        similar motor vehicle loans which are held by Servicer on its own behalf
        and
        that is consistent with industry standards. In accordance with its customary
        practice with respect to its custody files, Servicer shall maintain the
        Receivable Files in such a manner as shall enable the Trust, the Insurer,
        the
        Trust Collateral Agent and the Trustee to verify, if the Trust, the Insurer,
        the
        Trust Collateral Agent or Trustee so elects, the accuracy of the record keeping
        of Servicer. Servicer shall promptly report to the Trust and the Insurer
        any
        failure on its part to hold the Receivable Files and maintain its records
        and
        computer systems as herein provided, and promptly take appropriate action
        to
        remedy any such failure. Servicer hereby acknowledges that Servicer or an
        agent
        of the Servicer has possession of the Receivable File for each Receivable
        listed
        on the Schedule of Receivables, except as it may report to the Trust in writing.
        Nothing herein shall be deemed to require Trust, Owner Trustee or Trustee
        to
        verify the accuracy of the record keeping of the Servicer.

       


      
        
           

        

        
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      Each
        assessment of compliance provided by the Servicer pursuant to Section 4.10(a)(i)
        shall address the Servicer’s custodial duties applicable to it identified in
        Item 1122(d) of Regulation AB (§ 229.1122(d)).

      


      (c)   MAINTENANCE
        OF AND ACCESS TO RECORDS.
        Servicer shall maintain each Receivable File at the locations specified in
        Schedule B to this Agreement, or at such other offices of Servicer or its
        Affiliates within the United States (or, in the case of any successor Servicer,
        within the state in which its principal place of business is located) as
        shall
        be specified to the Trust by 30 days’ prior written notice. Servicer will
        physically segregate the Receivables Files (other than the original certificates
        of title relating to the Receivable Files) from other files in Servicer’s
        possession. Servicer’s document tracking system will show the location within
        Servicer’s facilities of each original certificate of title relating to the
        Receivables File. Servicer shall make available to the Trust, the Trust
        Collateral Agent, Trustee, Insurer and their respective agents (or, when
        requested in writing by the Trust or Trustee, their respective attorneys
        or
        auditors) the Receivable Files and the related records maintained by Servicer
        at
        such times as the Trust, Trustee or Insurer shall instruct for purposes of
        inspecting, auditing or making copies of abstracts of the same, but only
        upon
        two (2) Business Days prior notice and during the normal business hours at
        the
        respective offices of Servicer. 

       

      (d)   RELEASE
        OF DOCUMENTS.
        If no
        Notes are then Outstanding, upon written instructions from the Trust and
        receipt
        by the Servicer of a request for release (substantially in the form of Exhibit
        D), Servicer shall release any document in the Receivable Files to the Trust
        or
        its agent or designee at such place or places as the Trust may designate,
        as
        soon thereafter as is practicable and at the cost of the Trust. Any document
        so
        released shall be handled by the Trust with due care and returned to Servicer
        for safekeeping as soon as the Trust or its agent or designee shall have
        no
        further need therefor. 

       

      The
        Servicer shall maintain a list of each Receivable of which payment in full
        has
        been made and shall provide such list to the Trust upon written request by
        the
        Trust. Upon request by the Trust, the Servicer shall release the related
        Receivable File to the Trust or its agent or designee at such place or places
        as
        the Trust may designate, as soon thereafter as is practicable. Upon such
        release
        of the Receivable File, the Servicer shall have no further responsibility
        with
        regard to such Receivable File.

       

      (e)   TITLE
        TO RECEIVABLES.
        Servicer agrees that, in respect of any Receivable File held by Servicer
        hereunder, Servicer shall not at any time have or in any way attempt to assert
        any interest in such Receivable File or the related Receivable, other than
        solely as Servicer for the purpose of collecting or enforcing the Receivable
        for
        the benefit of Trust and that the entire equitable interest in such Receivable
        and the related Receivable File shall at all times be vested in
        Trust.

       


      
        
           

        

        
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      (f)   INSTRUCTIONS;
        AUTHORITY TO ACT.
        Servicer shall be deemed to have received proper instructions with respect
        to
        the Receivable Files upon its receipt of written instructions signed by an
        Authorized Officer of the Trust Collateral Agent or the Trust, as applicable,
        a
        copy of which shall be provided to the Insurer. A certified copy of excerpts
        of
        certain resolutions of the Board of Directors of the Trust Collateral Agent
        shall constitute conclusive evidence of the authority of any such Trust Officer
        to act and shall be considered in full force and effect until receipt by
        Servicer of written notice to the contrary given by the Trust or the Trust
        Collateral Agent, as applicable.

       

      (g)   SERVICER’S
        INDEMNIFICATION.
        The
        Servicer shall indemnify and hold harmless the Trust, the Insurer, the Trustee
        (individually and in its capacity as such), each of their respective officers,
        directors, employees and agents, and the Holders from and against any and
        all
        direct liabilities, obligations, losses, payments, costs or expenses (including
        reasonable legal fees and expenses, if any) of any kind whatsoever that may
        be
        imposed on, incurred or asserted against the Trust, the Trustee, the Insurer
        or
        the Holders as the result of the Servicer’s acting as custodian for the
        Receivable Files, including without limitation, any failure by the Servicer
        to
        produce an original note or installment contract with respect to any Receivable.
        Indemnification under this Subsection (g) shall survive termination of this
        Agreement and the resignation or removal of the Trustee, as the case may
        be. If
        Servicer shall have made any indemnity payments to Trustee or Insurer pursuant
        to this Section and Trustee or Insurer thereafter shall collect any of such
        amounts from Persons other than Servicer, Trust, Trustee or Insurer, as the
        case
        may be, shall, as soon as practicable following such receipt thereof, repay
        such
        amounts to Servicer, without interest.

       

      (h)   EFFECTIVE
        PERIOD AND TERMINATION.
        If UACC
        shall resign as Servicer in accordance with Section 8.6 or be terminated
        in
        accordance with Article IX, as soon as practicable after such resignation
        or
        termination, UACC shall deliver, or cause to be delivered at its expense,
        the
        Receivable Files to Trustee or Owner Trustee, as applicable, or its respective
        agent or designee at such place or places as Trustee or Owner Trustee, as
        applicable, may reasonably designate and the Servicer’s obligations under this
        Section 3.3 shall terminate except those obligations that by their terms
        survive
        the termination of this Agreement. 

       

      In
        addition, the obligations of the Servicer under Section 3.3 shall terminate
        upon
        the final payment or other liquidation (or advance with respect thereto)
        of the
        last Receivable, and the final remittance of all funds due the Owner Trustee
        under the Trust Agreement and the Indenture Trustee under the Indenture.
        In such
        event, all documents remaining in the Receivable Files shall be released
        in
        accordance with the written instructions of the Trustee or the Trust, as
        applicable.

       

      (i)   DELEGATION.
        Servicer may, at any time without notice or consent, except to the extent
        required by applicable law, delegate any or all of its duties under Section
        3.3
        to any Affiliate which is legally qualified and has the capacity to perform
        such
        delegated duties under this Section 3.3; provided that no such delegation
        shall
        relieve Servicer of its responsibility with respect to such duties and Servicer
        shall remain obligated and liable to Trust, Insurer and the Holders for its
        duties under this Section 3.3 as if Servicer alone were performing such
        duties.

       


      
        
           

        

        
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      (j) LEVEL
        2 TRIGGER EVENT OR LEVEL 3 TRIGGER EVENT.
        Upon
        the occurrence of a Level 2 Trigger Event or a Level 3 Trigger Event (as
        defined
        in the Spread Account Agreement), the Servicer shall within 30 days and at
        its
        own expense transfer custody of the Receivables Files to the Trust Collateral
        Agent or its designee approved by the Insurer (which approval shall not be
        unreasonably held). The Trust Collateral Agent shall confirm or cause a designee
        approved by the Insurer (which approval shall not be unreasonably withheld)
        to
        confirm receipt of each Receivables File (for up to 25,000 Receivable Files)
        in
        writing to the Insurer within fifteen (15) Business Days of receiving each
        Receivables File provided, however, that the Trust Collateral Agent will
        have an
        additional five (5) Business Days to confirm receipt for each additional
        5,000
        Receivable Files transferred in excess of 25,000 Receivable Files.

       

      SECTION
        3.4.   Rights
        and Duties of the Trust Collateral Agent.

       

      Upon
        the
        occurrence of a Level 2 Trigger Event or a Level 3 Trigger Event and the
        transfer by the Servicer of the Receivables Files to the Trust Collateral
        Agent
        pursuant to Section 3.3(j), the Trust Collateral Agent (or its designee approved
        by the Insurer pursuant to Section 3.3 which approval shall not be unreasonably
        withheld) will act as custodian and will hold the Receivable Files in the
        manner
        described hereunder. The Trust Collateral Agent shall be bound by the following
        provisions of this Section 3.4 only upon the occurrence of a Level 2 Trigger
        Event or a Level 3 Trigger Event:

       

      (a)   The
        Trust
        Collateral Agent shall have no duties or responsibilities with respect to
        the
        contents of the Receivables Files except as specifically set forth
        herein.

      


      (b)   The
        Trust
        Collateral Agent shall neither be responsible for or under, nor chargeable
        with
        knowledge of the terms and conditions of, any other agreement, instrument
        or
        document in connection herewith. 

      


      (c)   The
        Trust
        Collateral Agent may conclusively rely upon, and shall be fully protected
        from
        all liability, loss, cost, damage or expense in acting or omitting to act
        pursuant to any written notice, instrument, request, consent, certificate,
        document, letter, telegram, opinion, order resolution or other writing hereunder
        which it reasonably believes to be authentic without being required to determine
        the authenticity of such document, the correctness of any fact stated therein,
        the propriety of the service thereof of the capacity, identity or authority
        of
        any party purporting to sign or deliver such document.

      


      (d)   This
        Agreement expressly sets forth all the duties and obligations of the Trust
        Collateral Agent with respect to any and all matters pertinent thereto. No
        implied duties or obligations of the Trust Collateral Agent shall be read
        into
        this Agreement.

       

      



      
        
           

        

        
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      (e)   No
        provision of this Agreement shall require the Trust Collateral Agent to expend
        or risk its own funds or otherwise incur financial liability in the performance
        of any of its duties hereunder or in the exercise of any of its rights or
        powers.

      


      (f)   In
        order
        to comply with laws, rules, regulations and executive orders in effect from
        time
        to time applicable to banking institutions, including those relating to the
        funding of terrorist activities and money laundering (“Applicable Law”), the
        Trust Collateral Agent is required to obtain, verify and record certain
        information relating to individuals and entities which maintain a business
        relationship with Trust Collateral Agent. Accordingly, each of the parties
        agrees to provide to Trust Collateral Agent upon its request from time to
        time
        such identifying information and documentation as may be available for such
        party in order to enable Trust Collateral Agent to comply with Applicable
        Law.

       

      (g)   On
        or
        before March 15th of each calendar year beginning with March 15, 2008 until
        and
        unless a Form 15 suspension notification has been filed with respect to the
        Trust, the Trust Collateral Agent shall, at its own expense, cause a firm
        of
        independent public accountants (who may also render other services to Trust
        Collateral Agent), which is a member of the American Institute of Certified
        Public Accountants and registered with the Public Company Accounting Oversight
        Board, to furnish to the Depositor a report to the effect that such firm
        attests
        to and reports on, the assessment made by such asserting party pursuant to
        the
        following paragraph, which report shall be made in accordance with Rules
        1-02(a)(3) and 2-02(g) of Regulation S-X under the Exchange Act.

       

      (h)   Upon
        the
        occurrence of a Level 2 Trigger Event or a Level 3 Trigger Event, the Trust
        Collateral Agent shall deliver to the Depositor, on or before March 15th
        of each
        calendar year, until such time as a Form 15 suspension notification is filed
        after which the Trust Collateral Agent shall not be required to so deliver,
        a
        report regarding its assessment of compliance with the servicing criteria
        applicable to it identified in Exhibit E attached hereto, as of and for the
        fiscal year ending no later than December 31 of the year prior to the year
        of
        delivery of the report, as required under Rules 13a-18 and 15d-18 of the
        Exchange Act and Item 1122 of Regulation AB. Each such report shall include
        (a)
        a statement of the party’s responsibility for assessing compliance with the
        servicing criteria applicable to such party, (b) a statement that such party
        used the criteria applicable to it identified in Item 1122(d) of Regulation
        AB
        (§ 229.1122(d)) to assess compliance with the applicable servicing criteria,
        (c)
        disclosure of any material instance of noncompliance identified by such party,
        and (d) a statement that a registered public accounting firm has issued an
        attestation report on such party’s assessment of compliance with the applicable
        servicing criteria, which report shall be delivered by the Trust Collateral
        Agent as provided in this Section 3.4(g). The Depositor shall, promptly
        following its receipt of such report, forward a copy of such report to the
        Insurer.

       

      (i)   The
        Depositor shall indemnify the Trust Collateral Agent for any material
        misstatement or omissions in any Form 10D or 10K filing, or failure to timely
        file, required under the Exchange Act other than any information, reports,
        or
        exhibits in such filing that are provided by the Trust Collateral Agent pursuant
        to Sections 3.4(g) and 3.4(h).

       


      
        
           

        

        
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      (j)   SAFEKEEPING.
        The
        Trust
        Collateral Agent shall hold the applicable Receivable Files as agent on behalf
        of Trust and maintain accurate and complete records and computer systems
        pertaining to each Receivable in accordance with the terms of this Agreement.
        In
        performing its duties under this Section 3.4, Trust Collateral Agent shall
        act
        with reasonable care, exercising the degree of skill, attention and care
        that
        Trust Collateral Agent exercises with respect to receivable files relating
        to
        other similar motor vehicle loans which are held by Trust Collateral Agent
        and
        that is consistent with industry standards. In accordance with its customary
        practice with respect to its custody files, Trust Collateral Agent shall
        maintain the Receivable Files in such a manner as shall enable the Trust,
        the
        Insurer and the Trustee to verify, if the Trust, the Insurer or Trustee so
        elects, the accuracy of the record keeping of Trust Collateral Agent. Trust
        Collateral Agent shall promptly report to the Trust and the Insurer any failure
        on its part to hold the Receivable Files and maintain its records and computer
        systems as herein provided, and promptly take appropriate action to remedy
        any
        such failure. Nothing herein shall be deemed to require Trust, Owner Trustee
        or
        Trustee to verify the accuracy of the record keeping of the Trust Collateral
        Agent.

       

      (k)   MAINTENANCE
        OF AND ACCESS TO RECORDS.
        Trust
        Collateral Agent shall maintain each Receivable File at the respective offices
        of Trust Collateral Agent or its Affiliates within the United States (or,
        in the
        case of any successor Trust Collateral Agent, within the state in which its
        principal place of business is located) and shall promptly specify such
        locations to the Trust by written notice. Trust Collateral Agent shall make
        available to the Trust, Trustee, the Servicer (including the Designated Backup
        Subservicer acting as servicer or subservicer), Insurer and their respective
        agents (or, when requested in writing by the Trust or Trustee, their respective
        attorneys or auditors) the Receivable Files and the related records maintained
        by Trust Collateral Agent at such times as the Trust, Trustee, the Servicer
        (including the Designated Backup Subservicer acting as servicer or subservicer)
        or Insurer shall instruct for purposes of inspecting, auditing or making
        copies
        of abstracts of the same, but only upon two (2) Business Days prior notice
        and
        during the normal business hours at the respective offices of Trust Collateral
        Agent.

       

      If
        the
        Trust Collateral Agent shall be unwilling to so act, or shall be unable to
        so
        act, the Trust Collateral Agent may appoint, or petition a court of competent
        jurisdiction to appoint a custodian as the successor to the Servicer hereunder
        in the assumption of all or any part of the responsibilities, duties or
        liabilities of the Servicer as custodian of the Receivable Files hereunder
        provided, that any successor is approved by the Insurer (which approval shall
        not be unreasonably withheld). Pending appointment of a successor to the
        Servicer as custodian hereunder, the Trust Collateral Agent shall act in
        such
        capacity as herein above provided. In connection with such appointment and
        assumption, the Servicer shall make such arrangements for the compensation
        of
        such successor custodian as agreed upon between the Servicer and such successor
        custodian, including if such successor custodian is the Trust Collateral
        Agent.
        Each of the parties hereto shall take such action, consistent with this
        Agreement, as shall be necessary to effectuate any such succession. In
        no event shall the Trust Collateral Agent or successor custodian be liable
        for
        the acts or omissions of the Servicer as custodian
        hereunder.

      


      (l)   RELEASE
        OF DOCUMENTS.
        Upon
        written instructions from Servicer or the successor to the Servicer (or,
        if no
        Notes are then Outstanding, the Trust), and receipt from the Servicer or
        the
        successor to the Servicer of a request for release (substantially in the
        form of
        Exhibit D), Trust Collateral Agent shall release any document in the Receivable
        Files to Servicer, the successor to the Servicer or the Trust or its respective
        agent or designee, as the case may be, at such place or places as Servicer,
        the
        successor to the Servicer or the Trust may designate, as soon thereafter
        as is
        practicable and at the cost of the Trust. Any document so released shall
        be
        handled by Servicer, the successor to the Servicer or the Trust with due
        care
        and returned to Trust Collateral Agent for safekeeping as soon as Servicer,
        or
        the successor to the Servicer or the Trust or its respective agent or designee,
        as the case may be, shall have no further need therefor. 

       


      
        
           

        

        
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      Upon
        becoming aware of the payment in full of any Receivable, the Servicer or
        the
        successor to the Servicer shall promptly notify the Trust Collateral Agent,
        in
        writing, that such Receivable has been paid in full and upon such written
        notice
        from the Servicer or the successor to the Servicer, Trust Collateral Agent
        shall
        release the related Receivable File to the Servicer, the successor to the
        Servicer or the Trust or its respective agent or designee, as the case may
        be,
        at such place or places as the Servicer, or the successor to the Servicer
        or the
        Trust may designate, as soon thereafter as is practicable. Upon such release
        of
        the Receivable File, the Trust Collateral Agent shall have no further
        responsibility with regard to such Receivable File.

       

      (m)   TITLE
        TO RECEIVABLES.
        Trust
        Collateral Agent agrees that, in respect of any Receivable File held by Trust
        Collateral Agent hereunder, Trust Collateral Agent shall not at any time
        have or
        in any way attempt to assert any interest in such Receivable File or the
        related
        Receivable, other than solely as Trust Collateral Agent for the purpose of
        collecting or enforcing the Receivable for the benefit of Trust and that
        the
        entire equitable interest in such Receivable and the related Receivable File
        shall at all times be vested in Trust.

       

      (n)   INSTRUCTIONS;
        AUTHORITY TO ACT.
        The
        Trust Collateral Agent shall be deemed to have received proper instructions
        with
        respect to the Receivable Files upon its receipt of written instructions
        signed
        by an Authorized Officer of the Servicer, the successor to the Servicer or
        the
        Trust, as applicable, a copy of which shall be provided to the Insurer. A
        certified copy of excerpts of certain resolutions of the Board of Directors
        or
        similar authorization of the Servicer, the successor to the Servicer or the
        Trust shall constitute conclusive evidence of the authority of any such officer
        of the Servicer, the successor to the Servicer or the Trust, as applicable,
        to
        act and shall be considered in full force and effect until receipt by the
        Trust
        Collateral Agent of written notice to the contrary given by the Servicer,
        the
        successor to the Servicer or the Trust, as applicable.

       

      (o)   TRUST
        COLLATERAL AGENT’S INDEMNIFICATION.
        In the
        event that the Trust Collateral Agent fails to produce an original note or
        installment contract that was in its possession pursuant to Section 3.4 within
        five (5) Business Days after required or requested pursuant to Section 3.4(l),
        and provided that (i) the Trust Collateral Agent previously notified the
        Trust
        that it was in possession of such document; (ii) such document is not
        outstanding pursuant to a request for release of documents under Section
        3.4(l);
        and (iii) such document was held by the Trust Collateral Agent on behalf
        of the
        Trust (a “Trust
        Collateral Agent Delivery Failure”),
        then
        the Trust Collateral Agent shall indemnify the Trust, Insurer and Trustee
        in
        accordance with the succeeding sentence of this Section 3.4(n). The Trust
        Collateral Agent shall indemnify and hold harmless Trust, Insurer and Trustee
        (individually and in its capacity as such), and each of their respective
        officers, directors, employees and agents from and against any and all direct
        liabilities, obligations, losses, payments, costs or expenses (including
        reasonable legal fees and expenses, if any) of any kind whatsoever that may
        be
        imposed on, incurred or asserted against Trust, Trustee, Insurer or the Holders
        as the result of such Trust Collateral Agent Delivery Failure. Indemnification
        under this Subsection (n) shall survive termination of this Agreement and
        the
        resignation or removal of the Trustee, as the case may be. If Trust Collateral
        Agent shall have made any indemnity payments to Trustee or Insurer pursuant
        to
        this Section and Trustee or Insurer thereafter shall collect any of such
        amounts
        from Persons other than Trust Collateral Agent, Trust, Trustee or Insurer,
        as
        the case may be, shall, as soon as practicable following such receipt thereof,
        repay such amounts to Trust Collateral Agent, without interest.

       


      
        
           

        

        
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      ARTICLE
        IV 

       

      Administration
        and Servicing of Receivables

       

      SECTION
        4.1.   Duties
        of the Servicer and the Designated Backup Subservicer

       

      (a) The
        Servicer is hereby authorized to act as agent for the Trust and in such capacity
        shall manage, service, administer and make collections on the Receivables,
        and
        perform the other actions required by the Servicer under this Agreement.
        The
        Servicer agrees that its servicing of the Receivables shall be carried out
        in
        accordance with customary and usual procedures of institutions which service
        motor vehicle retail installment sales contracts and, to the extent more
        exacting, the degree of skill and attention that the Servicer exercises from
        time to time with respect to all comparable motor vehicle receivables that
        it
        services for itself or others. In performing such duties, so long as UACC
        is the
        Servicer, it shall substantially comply with the Credit and Collection Policy.
        The Servicer’s duties shall include, without limitation, collection and posting
        of all payments, responding to inquiries of Obligors on the Receivables,
        investigating delinquencies, sending payment coupons to Obligors, reporting
        any
        required tax information to Obligors, monitoring the collateral, accounting
        for
        collections and furnishing monthly and annual statements to the Trust Collateral
        Agent, the Trustee and the Insurer with respect to distributions, monitoring
        the
        status of Insurance Policies with respect to the Financed Vehicles and
        performing the other duties specified herein. 

       

      The
        Servicer shall deposit in or credit to the Collection Account within two
        Business Days of receipt all collections of monthly principal and interest
        (including any prepayments thereof) received after the Cut-Off Date by it
        on or
        in respect of the Receivables together with Liquidation Proceeds and any
        accompanying interest. The Servicer shall likewise deposit in the Collection
        Account within two Business Days of receipt all Net Liquidation Proceeds
        and Net
        Insurance Proceeds. 

       

      In
        addition, annually, the Servicer will engage an accounting firm to complete
        an
        operational audit of 15 branches over any immediately preceding consecutive
        12 month period.  The results of such audits will be delivered to the
        Insurer upon completion of each such annual audit.

       


      
        
           

        

        
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      In
        addition, annually, the Servicer, upon request, will provide to the Backup
        Servicer and the Designated Backup Subservicer a list of the addresses of
        all
        active branch offices.

       

      The
        Servicer, or if UACC is no longer the Servicer, UACC at the request of the
        Servicer, shall also administer and enforce all rights and responsibilities
        of
        the holder of the Receivables provided for in the Dealer Agreements (and
        shall
        maintain possession of the Dealer Agreements, to the extent it is necessary
        to
        do so), the Dealer Assignments and the Insurance Policies, to the extent
        that
        such Dealer Agreements, Dealer Assignments and Insurance Policies relate
        to the
        Receivables, the Financed Vehicles or the Obligors. To the extent consistent
        with the standards, policies and procedures otherwise required hereby, the
        Servicer shall follow its customary standards, policies, and procedures and
        shall have full power and authority, acting alone, to do any and all things
        in
        connection with such managing, servicing, administration and collection that
        it
        may deem necessary or desirable. Without limiting the generality of the
        foregoing, the Servicer is hereby authorized and empowered by the Trust to
        execute and deliver, on behalf of the Trust, any and all instruments of
        satisfaction or cancellation, or of partial or full release or discharge,
        and
        all other comparable instruments, with respect to the Receivables and with
        respect to the Financed Vehicles; provided,
        however,
        that
        notwithstanding the foregoing, the Servicer shall not, except pursuant to
        an
        order from a court of competent jurisdiction, release an Obligor from payment
        of
        any unpaid amount under any Receivable or waive the right to collect the
        unpaid
        balance of any Receivable from the Obligor except in accordance with the
        Servicer’s customary practices and the Credit and Collection Policy.


       

      The
        Servicer is hereby authorized, but not required, to commence, in its own
        name or
        in the name of the Trust, a legal proceeding to enforce a Receivable pursuant
        to
        Section 4.3 or to commence or participate in any other legal proceeding
        (including, without limitation, a bankruptcy proceeding) relating to or
        involving a Receivable, an Obligor or a Financed Vehicle. If the Servicer
        commences or participates in such a legal proceeding in its own name, the
        Trust
        shall thereupon be deemed to have automatically assigned such Receivable
        to the
        Servicer solely for purposes of commencing or participating in any such
        proceeding as a party or claimant, and the Servicer is authorized and empowered
        by the Trust to execute and deliver in the Servicer’s name any notices, demands,
        claims, complaints, responses, affidavits or other documents or instruments
        in
        connection with any such proceeding. The Trust Collateral Agent and the Owner
        Trustee shall furnish the Servicer with any limited powers of attorney and
        other
        documents which the Servicer may reasonably request and which the Servicer
        deems
        necessary or appropriate and take any other steps which the Servicer may
        deem
        necessary or appropriate to enable the Servicer to carry out its servicing
        and
        administrative duties under this Agreement.

       

      (b) The
        duties of the Designated Backup Subservicer are described in Schedule D hereto.
        

       

      SECTION
        4.2.   Collection
        of Receivable Payments; Modifications of Receivables. 

       

      (a)   Consistent
        with the standards, policies and procedures required by this Agreement, the
        Servicer shall make reasonable efforts to collect all payments called for
        under
        the terms and provisions of the Receivables as and when the same shall become
        due, and shall follow such collection procedures as it follows with respect
        to
        all comparable automobile receivables that it services for itself or others
        and
        otherwise act with respect to the Receivables, the Dealer Agreements, the
        Dealer
        Assignments, the Insurance Policies and the Other Conveyed Property in such
        manner as will, in the reasonable judgment of the Servicer, maximize the
        amount
        to be received by the Trust with respect thereto, including directing the
        Trust
        to sell the Receivables pursuant to Section 4.3(c) hereof. The Servicer is
        authorized in its discretion to waive any prepayment charge, late payment
        charge
        or any other similar fees that may be collected in the ordinary course of
        servicing any Receivable.

       


      
        
           

        

        
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      (b)   The
        Servicer may (A) at any time agree to a modification or amendment of a
        Receivable in order to (i) change on one or more occasions the Obligor’s regular
        monthly due date to a date that shall in no event be later than 30 days in
        total
        after the original monthly due date of that Receivable or (ii) re-amortize
        the
        Scheduled Receivables Payments on the Receivable following a partial prepayment
        of principal, in accordance with its customary procedures or (iii) increase
        the
        Principal Balance and re-amortize the Scheduled Receivables Payments on the
        Receivable following a mechanical re-write; provided, that the number of
        Receivables that are subject to a mechanical re-write shall not exceed, in
        the
        aggregate, 2% of the number of Receivables as of the Closing Date, or (B)
        may
        direct the Trust to sell the Receivables pursuant to Section 4.3 hereof if
        the
        Servicer believes in good faith that such extension, modification, amendment
        or
        sale is necessary to avoid a default on such Receivable, will maximize the
        amount to be received by the Trust with respect to such Receivable, and is
        otherwise in the best interests of the Trust.

       

      (c)   The
        Servicer may grant payment extensions on, or other modifications or amendments
        to, a Receivable (in addition to those modifications permitted by Section
        4.2(b)
        hereof), in accordance with its customary procedures if the Servicer believes
        in
        good faith that such extension, modification or amendment is necessary to
        avoid
        a default on such Receivable, will maximize the amount to be received by
        the
        Trust with respect to such Receivable, and is otherwise in the best interests
        of
        the Trust; provided,
        however,
        that:

       

      (i)   The
        aggregate period of all extensions on a Receivable shall not exceed eight
        months;

       

      (ii)   a
        Receivable may be extended no more than twice within a twelve month period
        unless the regional manager approves and in no event may a Receivable be
        extended more than four times within its lifetime;

       

      (iii)   In
        no
        event may a Receivable be extended beyond the Collection Period immediately
        preceding the latest Final Scheduled Distribution Date;

       

      (iv)   The
        average Monthly Extension Rate for (A) any three consecutive calendar months
        shall not exceed 4.0%; and

       

      (v)   So
        long
        as an Insurer Default shall not have occurred and be continuing, the Servicer
        shall not amend or modify a Receivable (except as provided in Section 4.2(b)
        and
        this Section 4.2(c)) without the consent of the Insurer or a Note Majority
        (if
        an Insurer Default shall have occurred and be continuing).

       


      
        
           

        

        
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      With
        respect to clause (iv) of this Section 4.2(c), in the event the average of
        the
        Monthly Extension Rates calculated with respect to three consecutive calendar
        months exceeds 4.0% (which information shall be set forth in the related
        Servicer’s Certificate), the Servicer shall, on the third such Accounting Date,
        purchase from the Trust the Receivables with respect to which payment had
        been
        extended (starting with the Receivables most recently so extended) in an
        aggregate Principal Balance equal to the product of (i) the difference between
        such average of Monthly Extension Rates and 4.0% and (ii) the Aggregate
        Principal Balance, and pay the related Purchase Amount on the related
        Determination Date; provided,
        however,
        that in
        the event the Backup Servicer shall be acting as Servicer hereunder, the
        foregoing sentence shall apply only in respect of Receivables as to which
        payments had been extended by such Backup Servicer.

       

      SECTION
        4.3.   Realization
        upon Receivables. 

       

      (a)   In
        addition to the Servicer’s ability to direct the Trust to sell Receivables
        pursuant to Section 4.3(c) hereof, and consistent with the standards, policies
        and procedures required by this Agreement, the Servicer shall use its best
        efforts to repossess (or otherwise comparably convert the ownership of) and
        liquidate any Financed Vehicle securing a Receivable with respect to which
        the
        Servicer has determined that payments thereunder are not likely to be resumed,
        as soon as is practicable after default on such Receivable but in no event
        later
        than the date on which all or any portion of a Scheduled Receivables Payment
        has
        become 91 days delinquent; provided,
        however,
        that
        the Servicer may elect not to repossess a Financed Vehicle within such time
        period if in its good faith judgment it determines that the proceeds ultimately
        recoverable with respect to such Receivable would be increased by forbearance
        or
        if it instead elects to direct the Trust to sell the Receivables pursuant
        to
        Section 4.3(c). The Servicer is authorized to follow such customary practices
        and procedures as it shall deem necessary or advisable, consistent with the
        standard of care required by Section 4.1, which practices and procedures
        may
        include reasonable efforts to realize upon any recourse to Dealers, the sale
        of
        the related Financed Vehicle at public or private sale, the submission of
        claims
        under an Insurance Policy and other actions by the Servicer in order to realize
        upon such a Receivable. The foregoing is subject to the provision that, in
        any
        case in which the Financed Vehicle shall have suffered damage, the Servicer
        shall not expend funds in connection with any repair or towards the repossession
        of such Financed Vehicle unless it shall determine in its discretion that
        such
        repair and/or repossession shall increase the proceeds of liquidation of
        the
        related Receivable by an amount greater than the amount of such expenses.
        All
        amounts received upon liquidation of a Financed Vehicle shall be remitted
        directly by the Servicer to the Collection Account pursuant to Section 4.1(a).
        The Servicer shall be entitled to recover all reasonable expenses incurred
        by it
        in the course of repossessing and liquidating a Financed Vehicle into cash
        proceeds, including costs to repair the Financed Vehicle, but only out of
        the
        cash proceeds of such Financed Vehicle, any deficiency obtained from the
        Obligor
        or any amounts received from the related Dealer, which amounts in reimbursement
        may be retained by the Servicer (and shall not be required to be deposited
        as
        provided in Section 4.2(e)) to the extent of such expenses. The Servicer
        shall
        pay on behalf of the Trust any personal property taxes assessed on repossessed
        Financed Vehicles. The Servicer shall be entitled to reimbursement of any
        such
        tax from Net Liquidation Proceeds with respect to such Receivable.

       

      (b)   If
        the
        Servicer, or if UACC is no longer the Servicer, UACC at the request of the
        Servicer, elects to commence a legal proceeding to enforce a Dealer Agreement
        or
        Dealer Assignment, the act of commencement shall be deemed to be an automatic
        assignment from the Trust to the Servicer, or to UACC at the request of the
        Servicer, of the rights under such Dealer Agreement or Dealer Assignment
        for
        purposes of collection only. If, however, in any enforcement suit or legal
        proceeding it is held that the Servicer or UACC, as appropriate, may not
        enforce
        a Dealer Agreement or Dealer Assignment on the grounds that it is not a real
        party in interest or a Person entitled to enforce the Dealer Agreement or
        Dealer
        Assignment, the Owner Trustee, at UACC’s expense or the Seller, at the Seller’s
        expense, shall take such steps as the Servicer deems reasonably necessary
        to
        enforce the Dealer Agreement or Dealer Assignment , including bringing suit
        in
        its name or the name of the Seller or of the Trust and the Owner Trustee
        and/or
        the Trust Collateral Agent for the benefit of the Holders. All amounts recovered
        shall be remitted directly by the Servicer as provided in Section
        4.2(e).

       


      
        
           

        

        
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      (c)   Consistent
        with the standards, policies and procedures required by this Agreement, the
        Servicer may use its best efforts to locate a third party purchaser that
        is not
        affiliated with the Servicer, the Seller or the Trust to purchase from the
        Trust
        any Receivable that has become more than 60 days delinquent, and shall have
        the
        right to direct the Trust to sell any such Receivable to the third-party
        purchaser; provided,
        that no
        more than 20% of the number of Receivables in the pool as of the Closing
        Date
        may be sold by the Trust pursuant to this Section 4.3(c) in the aggregate;
        provided, further,
        that
        the Servicer may elect to not direct the Trust to sell a Receivable that
        has
        become more than 60 days delinquent if in its good faith judgment the Servicer
        determines that the proceeds ultimately recoverable with respect to such
        Receivable would be increased by forbearance. In selecting Receivables to
        be
        sold to a third party purchaser pursuant to this Section 4.3(c), the Servicer
        shall use commercially reasonable efforts to locate purchasers for the most
        delinquent Receivables first. In any event, the Servicer shall not use any
        procedure in selecting Receivables to be sold to third party purchasers which
        is
        materially adverse to the interest of the Holders or the Insurer. The Trust
        shall sell each Sold Receivable for the greatest market price possible;
provided,
        however,
        that
        aggregate Sale Amounts received by the Trust for all Receivables sold to
        a
        single third-party purchaser on a single date must be at least equal to the
        sum
        of the Minimum Sale Prices for all such Receivables. The Servicer shall remit
        or
        cause the third-party purchaser to remit all sale proceeds from the sale
        of
        Receivables directly to the Collection Account without deposit into any
        intervening account as soon as practicable, but in no event later than the
        Business Day after receipt thereof.

       

      (d)   Upon
        the
        occurrence of a Level 2 Trigger Event or a Level 3 Trigger Event, the Servicer
        shall, within 30 Business Days, provide an updated list of Obligors and a
        list
        of active branch offices to the Backup Servicer and the Designated Backup
        Subservicer and post payment instruction signage at each branch directing
        payments to be made to the appropriate post office box. 

       

      (e)   Upon
        the
        occurrence of a Level 3 Trigger Event (as defined in the Spread Account
        Agreement), the Servicer shall (i) within 21 Business Days, send notice to
        the
        Obligors that payments must be mailed to the Servicer’s service provider, (ii)
        within 5 Business Days, send written notice to the Backup Servicer and the
        Designated Backup Subservicer of the occurrence of such Trigger Event and
        request that the Designated Backup Subservicer provide the Servicer with
        revised
        payment instructions and (iii) post any payment instruction signage provided
        by
        the Backup Servicer or the Designated Backup Subservicer in plain view at
        each
        branch. 

       


      
        
           

        

        
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      SECTION
        4.4.   Insurance.

       

      (a)   The
        Servicer shall require, in accordance with its customary servicing policies
        and
        procedures, that each Financed Vehicle be insured by the related Obligor
        under
        the Insurance Policies referred to in Paragraph (cc) of Section 3.3 to the
        Sale
        Agreement and shall monitor the status of such physical loss and damage
        insurance coverage thereafter, in accordance with its customary servicing
        procedures. Each Receivable requires the Obligor to maintain such physical
        loss
        and damage insurance, naming UACC and its successors and assigns as additional
        insureds, and permits the holder of such Receivable to obtain physical loss
        and
        damage insurance at the expense of the Obligor if the Obligor fails to maintain
        such insurance. If the Servicer shall determine that an Obligor has failed
        to
        obtain or maintain a physical loss and damage Insurance Policy covering the
        related Financed Vehicle which satisfies the conditions set forth in clause
        (i)(a) of such Paragraph (cc) of Section 3.3 to the Sale Agreement (including,
        without limitation, during the repossession of such Financed Vehicle) the
        Servicer may, but is not required to, enforce the rights of the holder of
        the
        Receivable under the Receivable to require the Obligor to obtain such physical
        loss and damage insurance in accordance with its customary servicing policies
        and procedures. The Servicer may, but is not required to, maintain a vendor’s
        single interest or other collateral protection insurance policy with respect
        to
        all Financed Vehicles (“Collateral
        Insurance”)
        which
        policy shall by its terms insure against physical loss and damage in the
        event
        any Obligor fails to maintain physical loss and damage insurance with respect
        to
        the related Financed Vehicle. All policies of Collateral Insurance shall
        be
        endorsed with clauses providing for loss payable to the Servicer. Costs incurred
        by the Servicer in maintaining such Collateral Insurance shall be paid by
        the
        Servicer.

       

      (b)   [Reserved].

       

      (c)   [Reserved].

       

      (d)   The
        Servicer may sue to enforce or collect upon the Insurance Policies, in its
        own
        name, if possible, or as agent of the Trust. If the Servicer elects to commence
        a legal proceeding to enforce an Insurance Policy, the act of commencement
        shall
        be deemed to be an automatic assignment of the rights of the Trust under
        such
        Insurance Policy to the Servicer for purposes of collection only. If, however,
        in any enforcement suit or legal proceeding it is held that the Servicer
        may not
        enforce an Insurance Policy on the grounds that it is not a real party in
        interest or a holder entitled to enforce the Insurance Policy, the Trust
        and/or
        the Trust Collateral Agent, at the Servicer’s expense shall take such steps as
        the Servicer deems necessary to enforce such Insurance Policy, including
        bringing suit in its name or the name of the Trust and/or the Trust Collateral
        Agent for the benefit of the Holders.

       

      (e)   The
        Servicer will cause itself and may cause the Trust Collateral Agent to be
        named
        as named insured under all policies of Collateral Insurance. 

       


      
        
           

        

        
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      SECTION
        4.5.   Maintenance
        of Security Interests in Vehicles.

       

      (a)   Consistent
        with the policies and procedures required by this Agreement, the Servicer
        shall
        take such steps on behalf of the Trust as are necessary to maintain perfection
        of the security interest created by each Receivable in the related Financed
        Vehicle, including, but not limited to, obtaining the execution by the Obligors
        and the recording, registering, filing, re-recording, re-filing, and
        re-registering of all security agreements, financing statements and continuation
        statements as are necessary to maintain the security interest granted by
        the
        Obligors under the respective Receivables. The Trust Collateral Agent hereby
        authorizes the Servicer, and the Servicer agrees, to take any and all steps
        necessary to re-perfect such security interest on behalf of the Trust as
        necessary because of the relocation of a Financed Vehicle or for any other
        reason. In the event that the assignment of a Receivable to the Trust is
        insufficient, without a notation on the related Financed Vehicle’s certificate
        of title, or without fulfilling any additional administrative requirements
        under
        the laws of the state in which the Financed Vehicle is located, to perfect
        a
        security interest in the related Financed Vehicle in favor of the Trust,
        the
        Servicer hereby agrees that the Seller’s designation as the secured party on the
        Lien Certificate is in its capacity as Servicer as agent of the
        Trust.

       

      (b)   Upon
        the
        occurrence of an Insurance Agreement Event of Default, the Insurer may (so
        long
        as an Insurer Default shall not have occurred and be continuing) instruct
        the
        Trust Collateral Agent and the Servicer to take or cause to be taken, or,
        if an
        Insurer Default shall have occurred and be continuing, upon the occurrence
        of a
        Servicer Termination Event, the Trust Collateral Agent and the Servicer shall
        take or cause to be taken such action as may, in the opinion of counsel to
        the
        Controlling Party, be necessary to perfect or re-perfect the security interests
        in the Financed Vehicles securing the Receivables in the name of the Trust
        by
        amending the title documents of such Financed Vehicles or by such other
        reasonable means as may, in the opinion of counsel to the Controlling Party,
        be
        necessary or prudent. 

       

      UACC
        hereby agrees to pay all expenses related to such perfection or reperfection
        and
        to take all action necessary therefor. In addition, prior to the occurrence
        of
        an Insurance Agreement Event of Default, the Controlling Party may instruct
        the
        Trust Collateral Agent and the Servicer to take or cause to be taken such
        action
        as may, in the opinion of counsel to the Controlling Party, be necessary
        to
        perfect or re-perfect the security interest in the Financed Vehicles underlying
        the Receivables in the name of the Trust, including by amending the title
        documents of such Financed Vehicles or by such other reasonable means as
        may, in
        the opinion of counsel to the Controlling Party, be necessary or prudent;
        provided,
        however,
        that if
        the Controlling Party requests that the title documents be amended prior
        to the
        occurrence of an Insurance Agreement Event of Default, the out-of-pocket
        expenses of the Trust Collateral Agent and the Servicer in connection with
        such
        action shall be reimbursed to the Trust Collateral Agent and the Servicer
        by the
        Controlling Party. The Seller hereby appoints the Trust Collateral Agent
        and the
        Servicer as its attorney-in-fact to take any and all steps required to be
        performed by the Seller pursuant to this Section 4.5(b) (it being understood
        that and agreed that the Trust Collateral Agent and the Servicer shall have
        no
        obligation to take such steps with respect to all perfection or reperfection,
        except as pursuant to the Basic Documents to which it is a party and to which
        UACC or the Seller has paid all expenses), including execution of the Lien
        Certificates or any other documents in the name and stead of the Seller and
        the
        Trust Collateral Agent hereby accepts such appointment.

       


      
        
           

        

        
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      SECTION
        4.6.   Covenants,
        Representations, and Warranties of Servicer.
        

       

      By
        its
        execution and delivery of this Agreement, the Servicer makes the following
        representations, warranties and covenants on which the Trust Collateral Agent
        relies in accepting the Receivables, on which the Trustee relies in
        authenticating the Notes and on which the Insurer relies in issuing the Note
        Policy.

       

      (a)   The
        Servicer covenants as follows:

       

      (i)   Liens
        in Force.
        The
        Financed Vehicle securing each Receivable shall not be released in whole
        or in
        part from the security interest granted by the Receivable, except upon payment
        in full of the Receivable or as otherwise contemplated herein;

       

      (ii)   No
        Impairment.
        The
        Servicer shall do nothing to impair the rights of the Trust, the Insurer
        or the
        Holders in the Receivables, the Dealer Agreements, the Dealer Assignments,
        the
        Insurance Policies or the Other Conveyed Property except as otherwise expressly
        provided herein;

       

      (iii)   No
        Amendments.
        The
        Servicer shall not extend or otherwise amend the terms of any Receivable,
        except
        in accordance with Section 4.2; and

       

      (iv)   Restrictions
        on Liens.
        The
        Servicer 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
        the
        Lien in favor of the Trust Collateral Agent for the benefit of the Holders
        and
        Insurer, the Lien imposed by the Spread Account Agreement in favor of the
        Collateral Agent for the benefit of the Trust Collateral Agent and Insurer,
        and
        the restrictions on transferability imposed by this Agreement or (ii) sign
        or
        file under the Uniform Commercial Code of any jurisdiction any financing
        statement which names the Servicer 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 Trust Collateral Agent,
        for
        the benefit of the Holders and the Insurer.

       

      (b)   UACC
        represents, warrants and covenants as of the Closing Date as to itself that
        the
        representations and warranties set forth on the Schedule of Representations
        attached hereto as Schedule C are true and correct.

       

      SECTION
        4.7.   Purchase
        of Receivables Upon Breach of Covenant.
        

       

      Upon
        discovery by any of the Servicer, the Insurer, a Responsible Officer of the
        Trust Collateral Agent, the Owner Trustee, a Responsible Officer of the Backup
        Servicer, a Responsible Officer of the Designated Backup Subservicer or a
        Responsible Officer of the Trustee of a breach of any of the covenants set
        forth
        in Subsections (a), (b), (c), (d) and (j) of Section 3.3 or in Sections 4.5(a)
        or 4.6 hereof, the party discovering such breach shall give prompt written
        notice to the others; provided,
        however,
        that
        the failure to give any such notice shall not affect any obligation of UACC
        as
        Servicer under this Section; provided,
        further,
        that
        the Designated Backup Subservicer, so long as it has not been appointed Servicer
        or subservicer, shall have no liability for a failure to give such notice.
        As of
        the second Accounting Date following its discovery or receipt of notice of
        any
        breach of any covenant set forth in Sections 4.5(a) or 4.6(a) which materially
        and adversely affects the interests of the Holders or the Insurer in any
        Receivable (including any Liquidated Receivable) (or, at UACC’s election, the
        first Accounting Date so following) or the related Financed Vehicle, UACC
        shall,
        unless such breach shall have been cured in all material respects, purchase
        from
        the Trust the Receivable affected by such breach and, on the related
        Determination Date, UACC shall pay the related Purchase Amount. It is understood
        and agreed that the obligation of UACC to purchase any Receivable (including
        any
        Liquidated Receivable) with respect to which such a breach has occurred and
        is
        continuing shall, if such obligation is fulfilled, constitute the sole remedy
        against UACC for such breach available to the Insurer, the Holders, the Owner
        Trustee, the Backup Servicer, the Designated Backup Subservicer or the Trust
        Collateral Agent; provided,
        however,
        that
        UACC shall indemnify the Trust, the Backup Servicer, the Designated Backup
        Subservicer, the Collateral Agent, the Insurer, the Owner Trustee, the Trust
        Collateral Agent, the Trustee and the Holders from and against all costs,
        expenses, losses, damages, claims and liabilities, including reasonable fees
        and
        expenses of counsel, which may be asserted against or incurred by any of
        them as
        a result of third party claims arising out of the events or facts giving
        rise to
        such breach. Notwithstanding anything to the contrary contained herein, UACC
        will not be required to repurchase Receivables due solely to the Servicer’s not
        having received Lien Certificates that have been properly applied for from
        the
        Registrar of Titles in the applicable states for such Receivables unless
        (i)
        such Lien Certificates shall not have been received with respect to Receivables
        with Principal Balances which total more than 0.25% of the Aggregate Principal
        Balance as of the 180th
        day
        after the Closing Date, in which case UACC shall be required to repurchase
        a
        sufficient number of such Receivables to cause the aggregate Principal Balances
        of the remaining Receivables for which no such Lien Certificate shall have
        been
        received to be no greater than 0.25% of the Aggregate Principal Balance as
        of
        such date or (ii) such Lien Certificates shall not have been received as
        of the
        240th
        day
        after the Closing Date. This section shall survive the termination of this
        Agreement and the earlier removal or resignation of the Trustee and/or the
        Trust
        Collateral Agent and/or the Backup Servicer and/or the Collateral Agent and/or
        the Designated Backup Subservicer. 

       


      
        
           

        

        
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      SECTION
        4.8.   Total
        Servicing Fee; Payment of Certain Expenses by Servicer.
        

       

      On
        each
        Distribution Date, the Servicer shall be entitled to receive out of the
        Collection Account the Base Servicing Fee and any Supplemental Servicing
        Fee for
        the related Collection Period (together, the “Servicing
        Fee”)
        pursuant to Section 5.7. The Servicer shall be required to pay all expenses
        incurred by it in connection with its activities under this Agreement (including
        taxes imposed on the Servicer, expenses incurred in connection with
        distributions and reports made by the Servicer to Holders or the Insurer
        and all
        other fees and expenses of the Owner Trustee, the Collateral Agent, the Backup
        Servicer, the Designated Backup Subservicer, the Trust Collateral Agent or
        the
        Trustee, except taxes levied or assessed against the Trust, and claims against
        the Trust in respect of indemnification, which taxes and claims in respect
        of
        indemnification against the Trust are expressly stated to be for the account
        of
        UACC). The Servicer shall be liable for the fees and expenses of the Owner
        Trustee, the Backup Servicer, the Designated Backup Subservicer, the Trust
        Collateral Agent, the Trustee, the Collateral Agent and the Independent
        Accountants. Notwithstanding the foregoing, if the Servicer shall not be
        UACC, a
        successor to UACC as Servicer including the Backup Servicer or the Designated
        Backup Subservicer permitted by Section 9.3 shall not be liable for taxes
        levied
        or assessed against the Trust or claims against the Trust in respect of
        indemnification, or the fees and expenses referred to above. 

       


      
        
           

        

        
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      SECTION
        4.9.   Servicer’s
        Certificate.
        

       

      No
        later
        than 10:00 a.m. Eastern time on the 3rd Business Day prior to each Distribution
        Date, the Servicer shall deliver (facsimile delivery being acceptable) to
        the
        Trustee, the Owner Trustee, the Trust Collateral Agent, the Collateral Agent,
        the Backup Servicer, the Designated Backup Subservicer, the Insurer and each
        Rating Agency a Servicer’s Certificate executed by a Responsible Officer of the
        Servicer containing among other things, (i) all information necessary to
        enable
        the Trust Collateral Agent to make any withdrawal and deposit required by
        Section 5.5 and to make the distributions required by Section 5.7(b), (ii)
        a
        listing of all Purchased Receivables and Sold Receivables purchased by the
        Servicer or sold by the Trust as of the related Accounting Date, identifying
        the
        Receivables so purchased by the Servicer or sold by the Trust, (iii) all
        information necessary to enable the Backup Servicer (or the Designated Backup
        Subservicer, as the case may be) to verify the items specified in Section
        4.13(a)(iii), (iv) all information necessary to enable the Trust Collateral
        Agent to send the statements to Holders and the Insurer required by Section
        5.10, and (v) all information necessary to enable the Trust Collateral Agent
        to
        reconcile the aggregate cash flows, the Collection Account for the related
        Collection Period and Distribution Date, including the accounting required
        by
        Section 5.10. Receivables purchased by the Servicer or by the Seller on the
        related Accounting Date and each Receivable which became a Liquidated Receivable
        or which was paid in full during the related Collection Period shall be
        identified by account number (as set forth in the Schedule of Receivables).
        In
        addition to the information set forth in the preceding sentence, the Servicer’s
        Certificate shall also contain the following information: (a) the Delinquency
        Ratio, Monthly Extension Rate and Cumulative Net Loss Ratio (as such terms
        are
        defined herein or in the Spread Account Agreement) for the related Collection
        Period; (b) whether any Trigger Event has occurred as of such Determination
        Date; (c) whether any Trigger Event that may have occurred as of a prior
        Determination Date is deemed cured as of such Determination Date; (d) whether
        to
        the knowledge of the Servicer an Insurance Agreement Event of Default has
        occurred. 

       

      SECTION
        4.10.   Annual
        Statement as to Compliance, Notice of Servicer Termination Event.

       

      (a)   On
        or
        before 60 days after the end of each fiscal year, commencing with the fiscal
        year ended December 31, 2007, the Servicer shall:

       

      (i)   deliver
        to the Depositor, acting on behalf of the Trust, and the Insurer, a report
        (in
        the form of Exhibit F) regarding the Servicer’s assessment of compliance with
        the Servicing Criteria during the immediately preceding calendar year, as
        required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122
        of
        Regulation AB. Such report shall be addressed to the Trust and signed by
        an
        authorized officer of the Servicer, and shall address each of the Servicing
        Criteria applicable to it specified on a certification substantially in the
        form
        of Exhibit G hereto;

       

      (ii)   deliver
        to the Depositor, acting on behalf of the Trust, and the Insurer, a report
        of a
        registered public accounting firm that attests to, and reports on, the
        assessment of compliance made by the Servicer and delivered pursuant to the
        preceding paragraph. Such attestation shall be in accordance with Rules
        1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the
        Exchange Act;

       


      
        
           

        

        
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      (iii)   cause
        each Subservicer and each Subcontractor determined by UACC to be “participating
        in the servicing function” within the meaning of Item 1122 of Regulation AB, to
        deliver to the Depositor, acting on behalf of the Trust and the Insurer,
        an
        assessment of compliance and accountants’ attestation as and when provided in
        paragraphs (i) and (ii) of this Section; and

       

      (iv)   until
        and
        unless a Form 15 suspension notification has been filed with respect to the
        Trust and if requested by the Depositor, acting on behalf of the Trust, deliver
        to the Depositor, acting on behalf of the Trust, and any other Person that
        will
        be responsible for signing the certification (a “Sarbanes Certification”)
        required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant
        to
        Section 302 of the Sarbanes-Oxley Act of 2002) on behalf of an asset-backed
        issuer with respect to a securitization transaction a certification in the
        form
        attached hereto as Exhibit F.

       

      (b)   The
        Servicer acknowledges that the parties identified in clause (a)(iv) above
        may
        rely on the certification provided by the Servicer pursuant to such clause
        in
        signing a Sarbanes Certification and filing such with the Commission. However,
        in no event shall any certificate provided in the form attached hereto as
        Exhibit F and supplied under clause (a)(iv) be filed with the SEC. The
        Depositor, acting on behalf of the Trust, will not request delivery of a
        certification under clause (a)(iv) above unless the Depositor is required
        under
        the Exchange Act to file an annual report on Form 10-K with respect to an
        issuer
        whose asset pool includes the Receivables.

       

      (c)   Each
        assessment of compliance provided by a Subservicer pursuant to Section
        4.10(a)(iii) shall address each of the Servicing Criteria applicable to it
        specified on a certification to be delivered to the Servicer and the Depositor,
        acting on behalf of the Trust, on or prior to the date of such appointment.
        An
        assessment of compliance provided by a Subcontractor pursuant to Section
        4.10(a)(iii) need not address any elements of the Servicing Criteria other
        than
        those specified by the Servicer and the Depositor, acting on behalf of the
        Trust, on the date of such appointment.

       

      (d)   The
        Servicer shall deliver to the Trustee, the Owner Trustee, the Trust Collateral
        Agent, the Backup Servicer, the Designated Backup Subservicer, the Insurer,
        the
        Collateral Agent, the Seller and each Rating Agency, promptly after having
        obtained knowledge thereof, but in no event later than two (2) Business Days
        thereafter, written notice in an officer’s certificate of any event which with
        the giving of notice or lapse of time, or both, would become a Servicer
        Termination Event under Section 9.1.

       

      SECTION
        4.11.   Annual
        Independent Accountants’ Report.
        The
        Servicer shall cause a firm of nationally recognized independent certified
        public accountants (the “Independent
        Accountants”),
        who
        may also render other services to the Servicer or to the Seller, to deliver
        to
        the Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer,
        the Designated Backup Subservicer, the Insurer and each Rating Agency, on
        or
        before February 28 of each year, beginning on February 28, 2008, with respect
        to
        the twelve months ended the immediately preceding December 31 (or other
        applicable date) (or such other period as shall have elapsed from the Closing
        Date to the date of such certificate), an attestation report (the “Accountants’
        Report”)
        in
        compliance with Item 1122(b) of Regulation AB (17 CFR 229.1122(b)), addressed
        to
        the Board of Directors of the Servicer, to the Trustee, the Owner Trustee,
        the
        Trust Collateral Agent, the Backup Servicer, the Designated Backup Subservicer
        and to the Insurer, providing information as required by Item 1122(b) of
        Regulation AB (17 CFR 229.1122(b)), and a statement to the effect that such
        firm
        has audited the books and records of United Pan Am Financial Corp. and
        subsidiaries and that (1) such audit was made in accordance with generally
        accepted auditing standards, and accordingly included such tests of the
        accounting records and such other auditing procedures as such firm considered
        necessary in the circumstances; (2) the firm is independent of the Seller
        and
        the Servicer within the meaning of the Code of Professional Ethics of the
        American Institute of Certified Public Accountants, and (3) includes a report
        on
        the application of agreed upon procedures to three randomly selected Servicer’s
        Certificates including the delinquency, default and loss statistics required
        to
        be specified therein noting whether any exceptions or errors in the Servicer’s
        Certificates were found.

       


      
        
           

        

        
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      In
        the
        event such independent public accountants require the Trust Collateral Agent,
        Trustee, the Servicer, Backup Servicer or Designated Backup Subservicer to
        agree
        to the procedures to be performed by such firm in any of the reports required
        to
        be prepared pursuant to this Section 4.11, the Servicer shall direct the
        Trust
        Collateral Agent, Trustee, the Backup Servicer and Designated Backup Subservicer
        in writing to so agree; it being understood and agreed that the Trust Collateral
        Agent, Trustee, Backup Servicer and Designated Backup Subservicer will deliver
        such letter of agreement in conclusive reliance upon the direction of the
        Servicer, and the Trust Collateral Agent, Trustee, Backup Servicer and
        Designated Backup Subservicer have not made any independent inquiry or
        investigation as to, and shall have no obligation or liability in respect
        of,
        the sufficiency, validity or correctness of such procedures.

       

      SECTION
        4.12.   Access
        to Certain Documentation and Information Regarding Receivables.
        The
        Servicer shall provide to representatives of the Trustee, the Owner Trustee,
        the
        Trust Collateral Agent, the Backup Servicer, the Designated Backup Subservicer
        and the Insurer reasonable access to the documentation regarding the
        Receivables. In each case, such access shall be afforded without charge but
        only
        upon reasonable request and during normal business hours. Nothing in this
        Section shall affect the obligation of the Servicer to observe any applicable
        law prohibiting disclosure of information regarding the Obligors, and the
        failure of the Servicer to provide access as provided in this Section as
        a
        result of such obligation shall not constitute a breach of this Section.
        

       

      (b)   At
        the
        request of the Depositor, acting on behalf of the Trust, for the purpose
        of
        satisfying its reporting obligation under the Exchange Act with respect to
        any
        class of asset-backed securities, the Servicer shall (or shall cause each
        Subservicer to) (i) notify the Depositor, acting on behalf of the Trust,
        in
        writing of any material litigation or governmental proceedings pending against
        the Servicer or any Subservicer and (ii) provide to the Depositor, acting
        on
        behalf of the Trust, a description of such proceedings.

       


      
        
           

        

        
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      (c)   As
        a
        condition to the succession to the Servicer or any Subservicer as servicer
        or
        subservicer under this Agreement by any Person (i) into which the Servicer
        or
        such Subservicer may be merged or consolidated, or (ii) which may be appointed
        as a successor to the Servicer or any Subservicer, the Servicer or such
        Subservicer shall provide to the Trust, the Insurer and the Depositor, at
        least
        10 Business Days prior to the effective date of such succession or appointment,
        (x) written notice to the Trust of such succession or appointment and (y)
        in
        writing and in form and substance reasonably satisfactory to the Trust, all
        information reasonably requested by the Trust or the Indenture Trustee, acting
        on behalf of the Trust, in order to comply with its reporting obligation
        under
        Item 6.02 of Form 8-K with respect to any class of asset-backed
        securities.

       

      (d)   In
        addition to such information as the Servicer, as servicer, is obligated to
        provide pursuant to other provisions of this Agreement, if so requested by
        the
        Trust or the Depositor, acting on behalf of the Trust, the Servicer shall
        provide such information regarding the performance or servicing of the
        Receivables as is reasonably required to facilitate preparation of distribution
        reports in accordance with Item 1121 of Regulation AB. Such information shall
        be
        provided concurrently with the monthly reports otherwise required to be
        delivered by the Servicer under this Agreement, commencing with the first
        such
        report due not less than ten Business Days following such request.

       

      (e)   UACC
        shall be liable to the Trust and the Depositor for any monetary damages incurred
        as a result of the failure by any Subservicer or any Subcontractor or any
        person
        performing a servicing function under the direction or control of UACC to
        deliver, including any person UACC is obligated to cause to deliver any
        information, report, certification, attestation, accountants’ letter or other
        material when and as required under this Article IV, including any failure
        by
        UACC to identify any Subcontractor “participating in the servicing function”
within the meaning of Item 1122 of Regulation AB, and shall reimburse the
        applicable party for all costs reasonably incurred by each such party in
        order
        to obtain the information, report, certification, accountants’ letter or other
        material not delivered as required by the Servicer, any Subservicer, or any
        Subcontractor.

       

      SECTION
        4.13.   Monthly
        Tape.
        

       

      (a)   On
        or
        before the seventh calendar day, of each month, the Servicer will deliver
        to the
        Trust Collateral Agent, the Insurer, the Backup Servicer and the Designated
        Backup Subservicer a computer tape or a diskette (or any other electronic
        transmission acceptable to the Trust Collateral Agent, the Insurer and the
        Backup Servicer) in a format acceptable to the Trust Collateral Agent, the
        Insurer and the Backup Servicer containing the information with respect to
        the
        Receivables as of the preceding Accounting Date necessary for preparation
        of the
        Servicer’s Certificate relating to the immediately preceding Determination Date
        and necessary to review the application of collections as provided in Section
        5.4 (the “Monthly
        Tape”).
        The
        Backup Servicer shall cause the Designated Backup Subservicer to use such
        tape
        or diskette (or other electronic transmission acceptable to the Trust Collateral
        Agent and the Backup Servicer) to (i) confirm that the Servicer’s Certificate is
        complete on its face or note discrepancies, (ii) confirm or note discrepancies
        that such tape, diskette or other electronic transmission is in readable
        form,
        (iii) calculate and confirm or note discrepancies regarding (A) the aggregate
        amount distributable as principal on the related Distribution Date to each
        Class
        of Notes; (B) the aggregate amount distributable as interest on the related
        Distribution Date to each Class of Notes; (C) any amounts distributable on
        the
        related Distribution Date which are to be paid with funds (y) withdrawn from
        the
        Spread Account, or (z) drawn under the Note Policy; (D) the outstanding
        principal amount of each Class of Notes after giving effect to all distributions
        made pursuant to clause (A), above; (E) the Note Pool Factor for each Class
        of
        Notes after giving effect to all distributions made pursuant to clause (A),
        above; (F) the aggregate Noteholders’ Interest Carryover Amount on such
        Distribution Date after giving effect to all distributions made pursuant
        to
        clause (B) above; (G) the Monthly Extension Rate; (H) the Delinquency Ratio;
        and
        (I) the Cumulative Net Loss Ratio. The Backup Servicer shall cause the
        Designated Backup Subservicer to provide a letter to the Controlling Party
        and
        to the Trustee that it has verified the Servicer’s Certificate in accordance
        with this Section and shall notify the Servicer and the Controlling Party
        of any
        discrepancies, in each case, on or before the fifth Business Day following
        the
        Distribution Date. In the event that the Designated Backup Subservicer reports
        any discrepancies, the Servicer and the Backup Servicer shall attempt to
        reconcile such discrepancies prior to the next succeeding Distribution Date,
        but
        in the absence of a reconciliation, the Servicer’s Certificate shall control for
        the purpose of calculations and distributions with respect to the next
        succeeding Distribution Date. In the event that the Designated Backup
        Subservicer and the Servicer are unable to reconcile discrepancies with respect
        to a Servicer’s Certificate by the next succeeding Distribution Date, the
        Servicer shall cause the Independent Accountants, at the Servicer’s expense, to
        audit the Servicer’s Certificate and, prior to the last day of the month after
        the month in which such Servicer’s Certificate was delivered, reconcile the
        discrepancies. The effect, if any, of such reconciliation shall be reflected
        in
        the Servicer’s Certificate for such next succeeding Determination Date. In
        addition, upon the occurrence of a Servicer Termination Event the Servicer
        shall, if so requested by the Controlling Party, deliver to the Backup Servicer
        or any replacement Servicer its Collection Records and its Monthly Records
        within 15 days after demand therefor and a computer tape containing as of
        the
        close of business on the date of demand all of the data maintained by the
        Servicer in computer format in connection with servicing the Receivables.
        Other
        than the duties specifically set forth in this Agreement, the Backup Servicer
        shall have no obligations hereunder, including, without limitation, to
        supervise, verify, monitor or administer the performance of the Servicer.
        The
        Backup Servicer shall have no liability for any actions taken or omitted
        by the
        Servicer.

       


      
        
           

        

        
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      (b)   The
        Designated Backup Subservicer shall have no liability for the failure to
        perform
        any duty if such failure results from its failure to receive in a timely
        manner
        the Monthly Tape or any other information reasonably required by it to perform
        its obligations, and the Designated Backup Subservicer shall have no liability
        for any error or omission in the Servicer’s Certificate or any other data
        confirmed by it, such certificates and data being the sole responsibility
        of the
        Servicer or the other Person supplying such data.

       

      (c)   The
        Servicer shall deliver to the Designated Backup Subservicer the Monthly Tape
        on
        or before the seventh calendar day of each month. The Backup Servicer shall
        cause such Designated Backup Subservicer to load such Monthly Tapes into
        its
        computer system in the format in which they were received (it being understood
        that such loading shall not include boarding or other manipulation of the
        data)
        and to certify to the Trust Collateral Agent that (i) it can access and read
        the
        data and (ii) the summary totals for each category of information provided
        in
        such computer tapes conform with the summary totals for such categories of
        information as reflected in the books and records of the Servicer. Other
        than
        the duties specifically set forth in this Agreement, the Designated Backup
        Subservicer shall have no obligations hereunder, including, without limitation,
        to supervise, verify, monitor or administer the performance of the Servicer.
        The
        Designated Backup Subservicer shall have no 

       


      
        
           

        

        
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      liability
        for any actions taken or omitted by the Servicer. 

       

      SECTION
        4.14.   [Reserved].

       

      SECTION
        4.15.   Fidelity
        Bond and Errors and Omissions Policy.
        The
        Servicer has obtained, and shall continue to maintain in full force and effect,
        a Fidelity Bond and Errors and Omissions Policy of a type and in such amount
        as
        is customary for servicers engaged in the business of servicing automobile
        receivables.

       

      ARTICLE
        V 

       

      Trust
        Accounts; Distributions;

      Statements
        to Noteholders

       

      SECTION
        5.1.   Establishment
        of Trust Accounts.
        

       

      (a)   (i)
        The
        Trust Collateral Agent, on behalf of the Holders and the Insurer, shall
        establish and maintain in its own name an Eligible Deposit Account (the
“Collection
        Account”),
        bearing a designation clearly indicating that the funds deposited therein
        are
        held for the benefit of the Trust Collateral Agent, in trust, on behalf of
        the
        Holders and the Insurer. The Collection Account shall initially be established
        with the Trust Collateral Agent.

       

      (ii)
        The
        Trust Collateral Agent, on behalf of the Holders, shall establish and maintain
        in its own name an Eligible Deposit Account (the “Note
        Distribution Account”),
        bearing a designation clearly indicating that the funds deposited therein
        are
        held for the benefit of the Trust Collateral Agent, in trust, on behalf of
        the
        Holders and the Insurer. The Note Distribution Account shall initially be
        established with the Trust Collateral Agent.

       

      (b)   Funds
        on
        deposit in the Collection Account and the Note Distribution Account
        (collectively, the “Trust
        Accounts”)
        shall
        be invested by the Trust Collateral Agent (or any custodian with respect
        to
        funds on deposit in any such account) in Eligible Investments selected in
        writing by the Servicer (pursuant to standing instructions or otherwise).
        All
        such Eligible Investments shall be held by or on behalf of the Trust Collateral
        Agent for the benefit of the Holders and the Insurer, as applicable. Other
        than
        as permitted by the Rating Agencies and the Insurer, funds on deposit in
        any
        Trust Account shall be invested in Eligible Investments that will mature
        so that
        such funds will be available at the close of business on the Business Day
        immediately preceding the following Distribution Date. Funds deposited in
        a
        Trust Account on the day immediately preceding a Distribution Date upon the
        maturity of any Eligible Investments are required to be invested overnight.
        All
        Eligible Investments will be held to maturity. The Trust Collateral Agent
        shall
        give notice to each institution that holds Eligible Investments in money
        market
        deposit accounts in a Trust Account that on each Distribution Date the Trust
        Collateral Agent may be withdrawing all funds from the applicable Trust Account
        not less than the minimum number of Business Days prior to each Distribution
        Date as required by each such institution.

       


      
        
           

        

        
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      (c)   All
        investment earnings of moneys deposited in the Trust Accounts shall be deposited
        (or caused to be deposited), pursuant to the monthly Servicer’s Certificate, on
        each Distribution Date by the Trust Collateral Agent in the Collection Account,
        and any loss resulting from such investments shall be charged to such account.
        The Servicer will not direct the Trust Collateral Agent to make any investment
        of any funds held in any of the Trust Accounts unless the security interest
        granted and perfected in such account will continue to be perfected in such
        investment, in either case without any further action by any Person, and,
        in
        connection with any direction to the Trust Collateral Agent to make any such
        investment, if requested by the Trust Collateral Agent, the Servicer shall
        deliver to the Trust Collateral Agent an Opinion of Counsel, acceptable to
        the
        Trust Collateral Agent, to such effect.

       

      (d)   The
        Trust
        Collateral Agent shall not in any way be held liable by reason of any
        insufficiency in any of the Trust Accounts resulting from any loss on any
        Eligible Investment included therein except for losses attributable to the
        Trust
        Collateral Agent’s negligence or bad faith or its failure to make payments on
        such Eligible Investments issued by the Trust Collateral Agent, in its
        commercial capacity as principal obligor and not as trustee, in accordance
        with
        their terms.

       

      (e)   If
        (i)
        the Servicer shall have failed to give investment directions in writing for
        any
        funds on deposit in the Trust Accounts to the Trust Collateral Agent by 1:00
        p.m. Eastern Time (or such other time as may be agreed by the Trust and Trust
        Collateral Agent) on any Business Day; or (ii) a Default or Event of Default
        shall have occurred and be continuing with respect to the Notes but the Notes
        shall not have been declared due and payable, or, if such Notes shall have
        been
        declared due and payable following an Event of Default, amounts collected
        or
        receivable from the Trust Property are being applied as if there had not
        been
        such a declaration; then the Trust Collateral Agent shall, to the fullest
        extent
        practicable, invest and reinvest funds in the Trust Accounts in the investment
        described in clause (d) of the definition of Eligible Investments; provided
        that
        the Trust Collateral Agent shall not be liable for any loss or absence of
        income
        resulting from such investments.

       

      (f)   (i)
        The
        Trust Collateral Agent shall possess all right, title and interest in all
        funds
        on deposit from time to time in the Trust Accounts and in all proceeds thereof
        for the benefit of the Holders and the Insurer and all such funds, investments,
        proceeds and income shall be part of the Owner Trust Estate. Except as otherwise
        provided herein, the Trust Accounts shall be under the sole dominion and
        control
        of the Trust Collateral Agent for the benefit of the Holders, as the case
        may
        be, and the Insurer. If, at any time, any of the Trust Accounts ceases to
        be an
        Eligible Deposit Account, the Trust Collateral Agent (or the Servicer on
        its
        behalf) shall within five Business Days (or such longer period as to which
        each
        Rating Agency and the Insurer may consent) establish a new Trust Account
        as an
        Eligible Deposit Account and shall transfer any cash and/or any investments
        to
        such new Trust Account. In connection with the foregoing, the Servicer agrees
        that, in the event that any of the Trust Accounts are not accounts with the
        Trust Collateral Agent, the Servicer shall notify the Trust Collateral Agent
        in
        writing promptly upon any of such Trust Accounts ceasing to be an Eligible
        Deposit Account.

       


      
        
           

        

        
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      (ii)
        With
        respect to the Trust Account Property:

       

      (A)   any
        Trust
        Account Property that is held in deposit accounts shall be held solely in
        the
        Eligible Deposit Accounts; and, except as otherwise provided herein, each
        such
        Eligible Deposit Account shall be subject to the exclusive custody and control
        of the Trust Collateral Agent, and the Trust Collateral Agent shall have
        sole
        signature authority with respect thereto;

       

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

       

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

       

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

       

      SECTION
        5.2.   [Reserved]

       

      SECTION
        5.3.   Certain
        Reimbursements to the Servicer.
        The
        Servicer will be entitled to be reimbursed from amounts on deposit in the
        Collection Account with respect to a Collection Period for amounts previously
        deposited in the Collection Account but later determined by the Servicer
        to have
        resulted from mistaken deposits or postings or checks returned for insufficient
        funds. The amount to be reimbursed hereunder shall be paid to the Servicer
        on
        the related Distribution Date pursuant to Section 5.7(b)(ii) upon certification
        by the Servicer of such amounts and the provision of such information to
        the
        Trust Collateral Agent and the Insurer as may be necessary in the opinion
        of the
        Insurer to verify the accuracy of such certification; provided,
        however,
        that
        the Servicer must provide such clarification within 12 months of such mistaken
        deposit, posting, or returned check. In the event that the Insurer has not
        received evidence satisfactory to it of the Servicer’s entitlement to
        reimbursement pursuant to this Section, the Insurer shall (unless an Insurer
        Default shall have occurred and be continuing) give the Trust Collateral
        Agent
        notice in writing to such effect, following receipt of which the Trust
        Collateral Agent shall not make a distribution to the Servicer in respect
        of
        such amount pursuant to Section 5.7, or if the Servicer prior thereto has
        been
        reimbursed pursuant to Section 5.7, the Trust Collateral Agent shall withhold
        such amounts from amounts otherwise distributable to the Servicer on the
        next
        succeeding Distribution Date. 

       


      
        
           

        

        
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      SECTION
        5.4.   Application
        of Collections.
        All
        collections for the Collection Period shall be applied by the Servicer as
        follows:

       

      With
        respect to each Receivable (other than a Purchased Receivable or a Sold
        Receivable), payments by or on behalf of the Obligor, (other than Supplemental
        Servicing Fees with respect to such Receivable, to the extent collected)
        shall
        be applied to interest and principal in accordance with the method applicable
        to
        the Receivable. 

       

      All
        amounts collected that are payable to the Servicer as Supplemental Servicing
        Fees hereunder shall be deposited in the Collection Account and paid to the
        Servicer in accordance with Section 5.7(b).

       

      SECTION
        5.5.   Withdrawals
        from Spread Account.
        

       

      (a)   In
        the
        event that the Servicer’s Certificate with respect to any Determination Date
        shall state that there is a Spread Account Claim Amount then on the Spread
        Account Claim Date immediately preceding the related Distribution Date, the
        Trust Collateral Agent shall deliver to the Collateral Agent, the Owner Trustee,
        the Trustee, the Insurer and the Servicer, by hand delivery or facsimile
        transmission, a written notice (a “Deficiency
        Notice”)
        specifying the Spread Account Claim Amount for such Distribution Date and
        the
        Policy Claim Amount, if any. Such Deficiency Notice shall direct the Collateral
        Agent to remit such Spread Account Claim Amount (to the extent of the funds
        available to be distributed pursuant to the Spread Account Agreement) to
        the
        Trust Collateral Agent for deposit in the Collection Account on the related
        Distribution Date.

       

      Any
        Deficiency Notice shall be delivered by 12:00 noon, Eastern time, on the
        second
        Business Day preceding such Distribution Date.

       

      (b)   [Reserved].

       

      (c)   The
        amounts distributed by the Collateral Agent to the Trust Collateral Agent
        pursuant to a Deficiency Notice shall be deposited by the Trust Collateral
        Agent
        into the Collection Account pursuant to Section 5.6.

       

      SECTION
        5.6.   Additional
        Deposits.
        

       

      (a)   The
        Servicer or the Seller, as applicable, shall deposit or cause to be deposited
        in
        the Collection Account on the Determination Date on which such obligations
        are
        due the aggregate Purchase Amount with respect to Purchased Receivables and
        the
        aggregate Sale Amounts with respect to Sold Receivables. On the Business
        Day
        prior to each Distribution Date, the Trust Collateral Agent shall remit to
        the
        Collection Account any amounts delivered to the Trust Collateral Agent by
        the
        Collateral Agent.

       


      
        
           

        

        
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      (b)   The
        proceeds of any purchase or sale of the assets of the Trust described in
        Section
        10.1 hereof shall be deposited in the Collection Account.

       

      SECTION
        5.7.   Distributions.
        

       

      (a)   [Reserved].

       

      (b)   On
        each
        Distribution Date, the Trust Collateral Agent shall (based solely on the
        information contained in the Servicer’s Certificate delivered with respect to
        the related Determination Date) distribute the following amounts from the
        Collection Account unless otherwise specified, to the extent of the sources
        of
        funds stated to be available therefor, and in the following order of
        priority:

       

      (i)   from
        the
        Available Funds, to the Servicer (or, if the Designated Backup Subservicer
        shall
        be appointed successor servicer or subservicer to the Servicer, to such Person),
        the Base Servicing Fee and any Supplemental Servicing Fee for the related
        Collection Period and, to any successor Servicer (or, if the Designated Backup
        Subservicer shall be appointed successor servicer or subservicer to the
        Servicer, to such Person), transition fees not to exceed $500,000 (including
        boarding fees) in the aggregate;

       

      (ii)   from
        the
        Available Funds, to each of the Trustee, the Trust Collateral Agent, the
        Collateral Agent, the Backup Servicer, the Designated Backup Subservicer
        and the
        Owner Trustee, their respective accrued and unpaid fees and out-of-pocket
        expenses and any accrued and unpaid fees and out-of-pocket expenses of the
        Trust
        Collateral Agent, including the fees and expenses of its counsel (in each
        case,
        to the extent such fees or expenses have not been previously paid by the
        Servicer and provided that such fees and expenses shall not exceed (w) $100,000
        in the aggregate in any calendar year to the Owner Trustee, (x) $175,000
        in the
        aggregate in any calendar year to the Trust Collateral Agent, the Backup
        Servicer and the Trustee, collectively and (y) $75,000 in the aggregate in
        any
        calendar year to the Designated Backup Subservicer);

       

      (iii)   from
        the
        Available Funds to the Note Distribution Account, the Noteholders’ Interest
        Distributable Amount;

       

      (iv)   from
        the
        Available Funds to the Note Distribution Account, the Noteholders’ First
        Principal Distributable Amount;

       

      (v)   from
        the
        Available Funds, to the Insurer, the Premium (as defined in the Insurance
        Agreement) and, so long as no Insurer Default has occurred and is continuing,
        any amounts owing to the Insurer under the Insurance Agreement and not
        paid;

       

      (vi)   from
        the
        Available Funds, to the Spread Account, an amount, if necessary, required
        to
        increase the amount therein to the Spread Account Initial Deposit; 

       


      
        
           

        

        
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      (vii)   from
        the
        Available Funds to the Note Distribution Account, the Noteholders’ Second
        Principal Distributable Amount;

       

      (viii)   from
        Available Funds, to the Insurer, so long as an Insurer Default has occurred
        and
        is continuing, the amounts described in clause (v) above, excluding the Premium,
        as defined in the Insurance Agreement; 

       

      (ix)   from
        the
        Available Funds, to the Spread Account, an amount, if necessary, required
        to
        increase the amount therein to the Requisite Amount;

       

      (x)   from
        the
        Available Funds, to each of the Servicer, the Trustee, the Trust Collateral
        Agent, the Collateral Agent, the Backup Servicer, the Designated Backup
        Subservicer and the Owner Trustee, their respective accrued and unpaid fees
        and
        expenses and any accrued and unpaid fees and expenses of the Trust Collateral
        Agent (in each case, to the extent such fees or expenses have not been
        previously paid pursuant to clauses (i) and (ii) above) and any additional
        fees
        of a successor servicer; 

       

      (xi)   to
        the
        Class A-3 Notes, additional amounts as described in Section 10.1 herein;
        and

       

      (xii)   from
        Available Funds, any remaining Available Funds to the Collateral Agent for
        distribution in accordance with Section 3.03(b) of the Spread Account
        Agreement;

       

      provided,
        however,
        that,
        (A) following an acceleration of the Notes pursuant to the Indenture or,
        (B) if
        an Insurer Default shall have occurred and be continuing and an Event of
        Default
        pursuant to Section 5.1(i), 5.1(ii), 5.1(iv), 5.1(v) or 5.1(vi) of the Indenture
        shall have occurred and be continuing, or (C) the receipt of Insolvency Proceeds
        pursuant to Section 10.1(b), amounts deposited in the Note Distribution Account
        (including any such Insolvency Proceeds) shall be paid to the Holders, pursuant
        to Section 5.6 of the Indenture.

       

      (c)   On
        each
        Distribution Date, the Trust Collateral Agent shall (based solely on the
        information contained in the Servicer’s Certificate delivered with respect to
        the related Determination Date, unless the Insurer shall have notified the
        Trust
        Collateral Agent in writing of any errors or deficiencies with respect thereto)
        distribute from the Collection Account the Additional Funds Available in
        accordance with the priorities set forth in Section 5.7(b) or as may be directed
        by the Insurer in writing on the Business Day prior to such Distribution
        Date
        with respect to that portion of the Additional Funds Available constituting
        Insurer Optional Deposits and the Trustee shall deposit in the Note Distribution
        Account any Insured Payments (as defined in the Note Policy) due on such
        Distribution Date, which amount shall be applied solely to the payment of
        amounts then due and unpaid on the Notes in accordance with the priorities
        set
        forth in Section 5.8(a) hereof or Section 5.6 of the Indenture, as
        applicable.

       

      (d)   In
        the
        event that the Collection Account is not able to be held with the Trust
        Collateral Agent, the Servicer or the Trust Collateral Agent shall instruct
        and
        cause such institution to make all deposits and distributions pursuant to
        Sections 5.7(b) and 5.7(c) on the related Distribution Date. 

       


      
        
           

        

        
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      SECTION
        5.8.   Note
        Distribution Account.

       

      (a)   On
        each
        Distribution Date (based solely on the information contained in the Servicer’s
        Certificate) the Trust Collateral Agent shall distribute all amounts on deposit
        in the Note Distribution Account to Holders in respect of the Notes to the
        extent of amounts due and unpaid on the Notes for principal and interest
        in the
        following amounts and in the following order of priority:

       

      (i)   accrued
        and unpaid interest on the Notes; provided
        that if
        there are not sufficient funds in the Note Distribution Account to pay the
        entire amount of accrued and unpaid interest then due on each Class of Notes,
        the amount in the Note Distribution Account shall be applied to the payment
        of
        such interest on each Class of Notes pro rata on the basis of the amount
        of
        accrued and unpaid interest due on each Class of Notes;

       

      (ii)   The
        Noteholders’ First Principal Distributable Amount and the Noteholders’ Second
        Principal Distributable Amount shall be distributed as follows:

       

      (1) If
        an
        Event of Default has not occurred: 

       

      (A)   to
        the
        Holders of the Class A-1 Notes with the total amount paid out on each
        Distribution Date until the outstanding principal amount of the Class A-1
        Notes
        has been reduced to zero; 

       

      (B)   to
        the
        Holders of the Class A-2 Notes with the total amount paid out on each
        Distribution Date until the outstanding principal amount of the Class A-2
        Notes
        has been reduced to zero; 

       

      (C)   to
        the
        Holders of the Class A-3 Notes, with the total amount paid out on each
        Distribution Date until the outstanding principal amount of the Class A-3
        Notes
        has been reduced to zero;

       

      (2) After
        the
        occurrence of an Event of Default: 

       

      (A)   to
        the
        Holders of the Class A-1 Notes until the outstanding principal amount of
        the
        Class A-1 Notes has been reduced to zero; 

       

      (B)   to
        the
        Holders of the Class A-2 Notes and the Holders of the Class A-3 Notes, on
        a pro
        rata basis, based upon their respective outstanding principal amounts, until
        the
        Class A-2 Notes and Class A-3 Notes have been paid in full; 

       

      (b)   On
        each
        Distribution Date, the Trust Collateral Agent shall send to each Holder the
        statement provided to the Trust Collateral Agent by the Servicer pursuant
        to
        Section 5.10 hereof on such Distribution Date. 

       

      (c)   In
        the
        event that any withholding tax is imposed on the Trust’s payment (or allocations
        of income) to a Noteholder, such tax shall reduce the amount otherwise
        distributable to the Holder in accordance with this Section. The Trust
        Collateral Agent is hereby authorized and directed to retain from amounts
        otherwise distributable to the Holders sufficient funds for the payment of
        any
        tax attributable to the Trust (but such authorization shall not prevent the
        Trust Collateral Agent from contesting any such tax in appropriate proceedings,
        and withholding payment of such tax, if permitted by law, pending the outcome
        of
        such proceedings). The amount of any withholding tax imposed with respect
        to a
        Holder shall be treated as cash distributed to such Holder at the time it
        is
        withheld by the Trust and remitted to the appropriate taxing authority. If
        there
        is a possibility that withholding tax is payable with respect to a distribution
        (such as a distribution to a non-US Noteholder), the Trust Collateral Agent
        may
        in its sole discretion withhold such amounts in accordance with this clause
        (c).
        In the event that a Holder wishes to apply for a refund of any such withholding
        tax, the Trust Collateral Agent shall reasonably cooperate with such Holder
        in
        making such claim so long as such Holder agrees to reimburse the Trust
        Collateral Agent for any out-of-pocket expenses (including legal fees and
        expenses) incurred. 

       


      
        
           

        

        
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      (d)   Distributions
        required to be made to Holders on any Distribution Date shall be made to
        each
        Holder of record on the preceding Record Date either by (i) wire transfer,
        in
        immediately available funds, to the account of such Holder at a bank or other
        entity having appropriate facilities therefore, if such Holder shall have
        provided to the Note Registrar appropriate written instructions at least
        five
        Business Days prior to such Distribution Date and such Holder’s Notes in the
        aggregate evidence a denomination of not less than $1,000,000 or (ii) by
        check
        mailed to such Holder at the address of such holder appearing in the Note
        Register. Notwithstanding the foregoing, the final distribution in respect
        of
        any Note (whether on the Final Scheduled Distribution Date or otherwise)
        will be
        payable only upon presentation and surrender of such Note at the office or
        agency maintained for that purpose by the Note Registrar pursuant to Section
        2.4
        of the Indenture.

       

      (e)   Subject
        to Section 5.1 and this section, monies received by the Trust Collateral
        Agent
        hereunder need not be segregated in any manner except to the extent required
        by
        law and may be deposited under such general conditions as may be prescribed
        by
        law, and the Trust Collateral Agent shall not be liable for any interest
        thereon. 

       

      SECTION
        5.9.   [Reserved]

       

      SECTION
        5.10.   Statements
        to Holders.

       

      (a)   On
        or
        prior to each Distribution Date, the Trust Collateral Agent shall provide
        each
        Holder of record (with a copy to the Insurer and the Rating Agencies) a copy
        of
        the Servicer’s Certificate which shall contain the following information as to
        the Notes to the extent applicable:

       

      (i)   the
        amount of such distribution allocable to principal of each Class of
        Notes;

       

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

       


      
        
           

        

        
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      (iii)   the
        amount of such distribution payable out of amounts withdrawn from the Spread
        Account or pursuant to a claim on the Note Policy;

       

      (iv)   the
        Aggregate Principal Balance as of the close of business on the last day of
        the
        preceding Collection Period;

       

      (v)   the
        aggregate outstanding principal amount of each Class of the Notes and the
        Note
        Pool Factor for each such Class after giving effect to payments allocated
        to
        principal reported under (i) above;

       

      (vi)   the
        amount of the Servicing Fee paid to the Servicer with respect to the related
        Collection Period and/or due but unpaid with respect to such Collection Period
        or prior Collection Periods, as the case may be;

       

      (vii)   the
        Noteholders’ Interest Carryover Amount;

       

      (viii)   the
        amount of the aggregate Realized Losses, if any, for the second preceding
        Collection Period; 

       

      (ix)   the
        aggregate Purchase Amounts for Receivables, if any, that were repurchased
        by the
        Servicer in such period; and

       

      (x)   the
        aggregate Sale Amounts for Sold Receivables, if any, that were sold by the
        Trust
        in such period.

       

      Each
        amount set forth pursuant to paragraph (i), (ii), (iii), (vi) and (vii) above
        shall be expressed as a dollar amount per $1,000 of the initial principal
        balance of the Notes (or Class thereof).

       

      (b)   The
        Trust
        Collateral Agent will make available each month to each Holder the statements
        referred to in Section 5.10(a) above (and certain other documents, reports
        and
        information regarding the Receivables provided by the Servicer from time
        to
        time) via the Trust Collateral Agent’s internet website with the use of a
        password provided by the Trust Collateral Agent. The Trust Collateral Agent’s
        internet website will be located at www.tss.db.com/invr or at such other
        address
        as the Trust Collateral Agent shall notify the Holders from time to time.
        For
        assistance with regard to this service, Holders can call the Trust Collateral
        Agent’s Corporate Trust Office at (800) 735-7777. The Trust Collateral Agent
        shall have the right to change the way the statements referred to in Section
        5.10(a) above are distributed in order to make such distribution more convenient
        and/or more accessible to the parties entitled to receive such statements.
        The
        Trust Collateral Agent shall provide notification of any such change to all
        parties entitled to receive such statements in the manner described in Section
        12.3 hereof, Section 11.4 of the Indenture or Section 11.5 of the Indenture,
        as
        appropriate.

       

      SECTION
        5.11.   Optional
        Deposits by the Insurer.
        

       

      The
        Insurer shall at any time, and from time to time, with respect to a Distribution
        Date, have the option (but shall not be required, except in accordance with
        the
        terms of the Note Policy) to deliver amounts no later than 12:00 noon Eastern
        time on such Distribution Date to the Trust Collateral Agent for deposit
        into
        the Collection Account for any of the following purposes: (i) to provide
        funds
        in respect of the payment of fees or expenses of any provider of services
        to the
        Trust with respect to such Distribution Date, or (ii) to include such amount
        to
        the extent that without such amount a draw would be required to be made on
        the
        Note Policy.

       


      
        
           

        

        
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      ARTICLE
        VI 

       

      The
        Note Policy

       

      SECTION
        6.1.   Claims
        Under Note Policy.

       

      (a)   In
        the
        event that the Trust Collateral Agent has delivered a Deficiency Notice with
        respect to any Determination Date pursuant to Section 5.5 hereof, the Trust
        Collateral Agent shall on the related Draw Date determine the Policy Claim
        Amount for the related Distribution Date. If the Policy Claim Amount for
        such
        Distribution Date is greater than zero, the Trustee shall, to the extent
        it has
        received sufficient information to make such determinations, furnish to the
        Insurer no later than 12:00 pm Eastern time on the related Draw Date a completed
        Notice (as defined in (b) below) in the amount of the Policy Claim Amount.
        Amounts paid by the Insurer pursuant to a claim submitted under this Section
        shall be deposited by the Trustee into the Note Distribution Account for
        payment
        to Holders on the related Distribution Date.

       

      (b)   Any
        notice delivered by the Trustee to the Insurer in the form attached as Exhibit
        A
        to the Note Policy pursuant to subsection 6.1(a) shall specify the Policy
        Claim
        Amount other than with respect to Preference Amounts claimed under the Note
        Policy and shall constitute a “Notice”
under
        the Note Policy. In accordance with the provisions of the Note Policy, the
        Insurer is required to pay to the Trustee the Policy Claim Amount other than
        with respect to Preference Amounts properly claimed thereunder by 12:00 noon.,
        New York time, on the later of (i) the second Business Day following receipt
        on
        a Business Day of the Notice, provided that if such Notice is received after
        12:00 noon., New York Time, on such Business Day, it will be deemed to be
        received before 12:00 noon on the following Business Day, and (ii) the
        applicable Distribution Date. Any payment made by the Insurer under the Note
        Policy shall be applied solely to the payment of the Notes, and for no other
        purpose.

       

      (c)   The
        Trustee shall (i) receive as attorney-in-fact of each Holder any Policy Claim
        Amount from the Insurer and (ii) deposit the same in the Note Distribution
        Account for distribution to Holders. Any and all Policy Claim Amounts disbursed
        by the Trustee or the Trust Collateral Agent from claims made under the Note
        Policy shall not be considered payment by the Trust or from the Spread Account
        with respect to such Notes, and shall not discharge the obligations of the
        Trust
        with respect thereto. The Insurer shall, to the extent it makes any payment
        with
        respect to the Notes, become subrogated to the rights of the recipients of
        such
        payments to the extent of such payments. Subject to and conditioned upon
        any
        payment with respect to the Notes by or on behalf of the Insurer, the Trustee
        shall assign to the Insurer all rights to the payment of interest or principal
        with respect to the Notes which are then due for payment to the extent of
        all
        payments made by the Insurer, and the Insurer may exercise any option, vote,
        right, power or the like with respect to the Notes to the extent that it
        has
        made payment pursuant to the Note Policy. To evidence such subrogation, the
        Note
        Registrar shall note the Insurer’s rights as subrogee upon the register of
        Holders. The foregoing subrogation shall in all cases be subject to the rights
        of the Holders to receive all Insured Payments (as defined in the Note Policy)
        in respect of the Notes.

       


      
        
           

        

        
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      (d)   The
        Trustee and the Trust Collateral Agent shall keep a complete and accurate
        record
        of all funds deposited by the Trustee on behalf of the Insurer into the Note
        Distribution Account with respect to the Note Policy and the allocation of
        such
        funds to payment of interest on and principal paid in respect of any Note.
        The
        Insurer shall have the right to inspect such records at reasonable times
        upon
        seven Business Day’s prior notice to the Trust Collateral Agent or the
        Trustee.

       

      (e)   The
        Trustee shall be entitled to enforce on behalf of the Holders the obligations
        of
        the Insurer under the Note Policy. Notwithstanding any other provision of
        this
        Agreement or any Basic Document, the Holders are not entitled to institute
        proceedings directly against the Insurer.

       

      SECTION
        6.2.   Preference
        Claims Under Note Policy.
        

       

      (a)   In
        the
        event that the Trustee has received a certified copy of a final, non-appealable
        order of the appropriate court that any payment paid on a Note has been avoided
        in whole or in part as a preference payment under applicable bankruptcy law
        pursuant to a final nonappealable order of a court having competent
        jurisdiction, the Trustee shall so notify the Insurer, shall comply with
        the
        provisions of the Note Policy to obtain payment by the Insurer of such avoided
        payment, and shall, at the time it provides notice to the Insurer, notify
        Holders of the Notes by mail that, in the event that any Noteholder’s payment is
        so recoverable, such Holder will be entitled to payment pursuant to the terms
        of
        the Note Policy. The Trust Collateral Agent and the Trustee shall furnish
        to the
        Insurer its records evidencing the payments of principal of and interest
        on
        Notes, if any, which have been made by the Trust Collateral Agent or the
        Trustee
        and subsequently recovered from Holders, and the dates on which such payments
        were made and the other items required to be delivered under the Note Policy.
        Pursuant to the terms of the Note Policy, the Insurer will make such payment
        on
        behalf of the Holder to the receiver, conservator, debtor-in-possession or
        trustee in bankruptcy named in the order and not to the Trust Collateral
        Agent,
        the Trustee or any Holder directly (unless a Holder has previously paid such
        payment to the receiver, conservator, debtor-in-possession or trustee in
        bankruptcy, in which case the Insurer will make such payment to the Trustee
        for
        distribution to such Holder upon proof of such payment reasonably satisfactory
        to the Insurer).

       

      (b)   The
        Trust
        Collateral Agent or the Trustee shall promptly notify the Insurer of any
        proceeding or the institution of any action (of which a Responsible Officer
        of
        the Trust Collateral Agent has actual knowledge) seeking the avoidance as
        a
        preferential transfer under applicable bankruptcy, insolvency, receivership,
        rehabilitation or similar law of any distribution made with respect to the
        Notes
        (a “Note
        Preference Claim”).
        Each
        Noteholder, by its purchase of Notes, the Trustee and the Trust Collateral
        Agent
        hereby agree that so long as an Insurer Default shall not have occurred and
        be
        continuing, the Insurer may at any time during the continuation of any
        proceeding relating to a Note Preference Claim direct all matters relating
        to
        such Note Preference Claim, including, without limitation, (i) the direction
        of
        any appeal of any order relating to any Note Preference Claim and (ii) the
        posting of any surety, supersedeas or performance bond pending any such appeal
        at the expense of the Insurer, but subject to reimbursement as provided in
        the
        Insurance Agreement. In addition, and without limitation of the foregoing,
        as
        set forth in Section 6.1(c), the Insurer shall be subrogated to, and each
        Noteholder, the Trustee and the Trust Collateral Agent hereby delegate and
        assign, to the fullest extent permitted by law, the rights of the Trustee
        and
        each Holder in the conduct of any proceeding with respect to a Note Preference
        Claim, including, without limitation, all rights of any party to an adversary
        proceeding action with respect to any court order issued in connection with
        any
        such Note Preference Claim. Notwithstanding the foregoing, in no event shall
        the
        Insurer be obligated to make any payment in respect of any Preference Amount
        (i)
        to the extent that such payment when added to all prior payments of Insured
        Payments (as defined in the Note Policy) would exceed the Maximum Insured
        Amount
        or (ii) prior to the time the Insurer would have been required to make an
        Insured Payment pursuant to the Note Policy.

       


      
        
           

        

        
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      SECTION
        6.3.   Surrender
        of Note Policy.
        The
        Trustee shall surrender the Note Policy to the Insurer for cancellation upon
        payment in full of the Notes.

       

      ARTICLE
        VII 

       

      The
        Seller

       

      SECTION
        7.1.   Representations
        of Seller.
        The
        Seller makes the following representations on which the Insurer shall be
        deemed
        to have relied in executing and delivering the Note Policy and on which the
        Trust is deemed to have relied in acquiring the Receivables and on which
        the
        Trustee, Collateral Agent, Trust Collateral Agent, Backup Servicer and the
        Designated Backup Subservicer may rely. The representations speak as of the
        execution and delivery of this Agreement and as of the Closing Date, in the
        case
        of Receivables, and shall survive the sale of the Receivables to the Trust
        and
        the pledge thereof to the Trust Collateral Agent pursuant to the
        Indenture.

       

      (a)   [Reserved].

       

      (b)   Organization
        and Good Standing.
        The
        Seller has been duly organized and is validly existing as a corporation in
        good
        standing under the laws of the State of Texas, with power and authority to
        own
        its properties and to conduct its business as such properties are currently
        owned and such business is currently conducted, and had at all relevant times,
        and now has, power, authority and legal right to acquire, own and sell the
        Receivables and the Other Conveyed Property transferred to the
        Trust.

       

      (c)   Due
        Qualification.
        The
        Seller is duly qualified to do business as a foreign corporation in good
        standing and has obtained all necessary licenses and approvals in all
        jurisdictions where the failure to do so would materially and adversely affect
        Seller’s ability to transfer the Receivables and the Other Conveyed Property to
        the Trust pursuant to this Agreement, or the validity or enforceability of
        the
        Receivables and the Other Conveyed Property or to perform Seller’s obligations
        hereunder and under the Seller’s Basic Documents.

       

      (d)   Power
        and Authority.
        The
        Seller has the power and authority to execute and deliver this Agreement
        and its
        Basic Documents and to carry out its terms and their terms, respectively;
        the
        Seller has full power and authority to sell and assign the Receivables and
        the
        Other Conveyed Property to be sold and assigned to and deposited with the
        Trust
        by it and has duly authorized such sale and assignment to the Trust by all
        necessary corporate action; and the execution, delivery and performance of
        this
        Agreement and the Seller’s Basic Documents have been duly authorized by the
        Seller by all necessary corporate action.

       


      
        
           

        

        
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      (e)   Valid
        Sale, Binding Obligations.
        This
        Agreement effects a valid sale, transfer and assignment of the Receivables
        and
        the Other Conveyed Property, enforceable against the Seller and creditors
        of and
        purchasers from the Seller; and this Agreement and the Seller’s Basic Documents,
        when duly executed and delivered, shall constitute legal, valid and binding
        obligations of the Seller enforceable in accordance with their respective
        terms,
        except as enforceability may be limited by bankruptcy, insolvency,
        reorganization or other similar laws affecting the enforcement of creditors’
rights generally and by equitable limitations on the availability of specific
        remedies, regardless of whether such enforceability is considered in a
        proceeding in equity or at law.

       

      (f)   No
        Violation.
        The
        consummation of the transactions contemplated by this Agreement and the Basic
        Documents and the fulfillment of the terms of this Agreement and the Basic
        Documents shall not conflict with, result in any breach of any of the terms
        and
        provisions of or constitute (with or without notice, lapse of time or both)
        a
        default under the certificate of incorporation or by-laws of the Seller,
        or any
        indenture, agreement, mortgage, deed of trust or other instrument to which
        the
        Seller is a party or by which it is bound, or result in the creation or
        imposition of any Lien upon any of its properties pursuant to the terms of
        any
        such indenture, agreement, mortgage, deed of trust or other instrument, other
        than this Agreement, or violate any law, order, rule or regulation applicable
        to
        the Seller of any court or of any federal or state regulatory body,
        administrative agency or other governmental instrumentality having jurisdiction
        over the Seller or any of its properties.

       

      (g)   No
        Proceedings.
        There
        are no proceedings or investigations pending or, to the Seller’s knowledge,
        threatened against the Seller, before any court, regulatory body, administrative
        agency or other tribunal or governmental instrumentality having jurisdiction
        over the Seller or its properties (A) asserting the invalidity of this Agreement
        or any of the Basic Documents, (B) seeking to prevent the issuance of the
        Notes
        or the consummation of any of the transactions contemplated by this Agreement
        or
        any of the Basic Documents, (C) seeking any determination or ruling that
        might
        materially and adversely affect the performance by the Seller of its obligations
        under, or the validity or enforceability of, this Agreement or any of the
        Basic
        Documents, or (D) seeking to adversely affect the federal income tax or other
        federal, state or local tax attributes of the Notes.

       

      (h)   No
        Consents.
        The
        Seller is not required to obtain the consent of any other party or any consent,
        license, approval or authorization, or registration or declaration with,
        any
        governmental authority, bureau or agency in connection with the execution,
        delivery, performance, validity or enforceability of this Agreement which
        has
        not already been obtained.

       

      (i)   True
        Sale.
        The
        Receivables are being transferred with the intention of removing them from
        the
        Seller’s estate pursuant to Section 541 of the Bankruptcy Code, as the same may
        be amended from time to time.

       


      
        
           

        

        
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      (j)   Chief
        Executive Office.
        The
        chief executive office of the Seller is at 860 W Airport Freeway, Suite 702,
        Hurst, Texas, 76054.

       

      SECTION
        7.2.   Corporate
        Existence.
        During
        the term of this Agreement, the Seller will (i) keep in full force and effect
        its existence, rights and franchises as a corporation under the laws of the
        jurisdiction of its incorporation and will obtain and preserve its qualification
        to do business in each jurisdiction in which such qualification is or shall
        be
        necessary to protect the validity and enforceability of this Agreement, the
        Basic Documents and each other instrument or agreement necessary or appropriate
        to the proper administration of this Agreement and the transactions contemplated
        hereby and (ii) take all actions reasonably necessary to maintain its separate
        corporate entity distinct and separate from its Affiliates.

       

      SECTION
        7.3.   Liability
        of UACC; Indemnities.
        UACC
        shall be liable in accordance herewith only to the extent of the obligations
        specifically undertaken by UACC under this Agreement.

       

      (a)   UACC
        shall indemnify, defend and hold harmless the Trust, the Owner Trustee, Trustee,
        Seller, Backup Servicer, Designated Backup Subservicer, including in its
        capacity as successor Servicer or as subservicer to the Servicer, Collateral
        Agent, Insurer and Trust Collateral Agent and the officers, directors, employees
        and agents thereof from and against any taxes that may at any time be asserted
        against any such Person with respect to the transactions contemplated in
        this
        Agreement and any of the Basic Documents (except any income taxes arising
        out of
        fees paid to the Owner Trustee, the Trust Collateral Agent, the Trustee and
        the
        Insurer and except any taxes to which the Owner Trustee, the Trust Collateral
        Agent or the Trustee may otherwise be subject to, without regard to the
        transactions contemplated hereby), including any sales, gross receipts, general
        corporation, tangible personal property, privilege or license taxes (but
        in the
        case of the Trust, not including any taxes asserted with respect to federal
        or
        other income taxes arising out of distributions on the Notes) and costs and
        expenses in defending against the same.

       

      (b)   UACC
        shall indemnify, defend and hold harmless the Trust, the Owner Trustee, Trustee,
        Seller, Backup Servicer, Designated Backup Subservicer, including in its
        capacity as successor Servicer or as subservicer to the Servicer, Collateral
        Agent, Insurer and Trust Collateral Agent and the officers, directors, employees
        and agents thereof and the Holders from and against any loss, liability or
        expense incurred by reason of (i) UACC’s willful misfeasance, bad faith or
        negligence in the performance of its duties under this Agreement, or by reason
        of reckless disregard of its obligations and duties under this Agreement
        and
        (ii) UACC’s or the Trust’s violation of federal or state securities laws in
        connection with the offering and sale of the Notes.

       

      (c)   UACC
        shall indemnify, defend and hold harmless the Owner Trustee, Trustee, Seller,
        Trust Collateral Agent, Collateral Agent, Backup Servicer, Designated Backup
        Subservicer, including in its capacity as successor Servicer or as subservicer
        to the Servicer, and the officers, directors, employees and agents thereof
        from
        and against any and all costs, expenses, losses, claims, damages and liabilities
        arising out of, or incurred in connection with the acceptance or performance
        of
        the trusts and duties set forth herein and in the Basic Documents except
        to the
        extent that such cost, expense, loss, claim, damage or liability shall be
        due to
        the willful misfeasance, bad faith or negligence (except for errors in judgment)
        of the Owner Trustee, Trustee, Trust Collateral Agent, Collateral Agent,
        Backup
        Servicer and Designated Backup Subservicer, respectively.

       


      
        
           

        

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

       


      
        
           

        

        
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      SECTION
        7.4.   Merger
        or Consolidation of, or Assumption of the Obligations of, Seller.
        Any
        Person (a) into which the Seller may be merged or consolidated, (b) which
        may
        result from any merger or consolidation to which the Seller shall be a party
        or
        (c) which may succeed to the properties and assets of the Seller
        substantially as a whole, which Person in any of the foregoing cases executes
        an
        agreement of assumption to perform every obligation of the Seller under this
        Agreement, shall be the successor to the Seller hereunder without the execution
        or filing of any document or any further act by any of the parties to this
        Agreement; provided,
        however,
        that
        (i) the Seller shall have received the written consent of the Insurer prior
        to
        entering into any such transaction, (ii)  immediately after giving effect
        to such transaction, no Servicer Termination Event, and no event which, after
        notice or lapse of time, or both, would become a Servicer Termination Event,
        shall have happened and be continuing, (iii) the Seller shall have delivered
        to
        the Owner Trustee, the Trust Collateral Agent, the Collateral Agent, the
        Trustee
        and the Insurer an Officer’s Certificate and an Opinion of Counsel each stating
        that such consolidation, merger or succession and such agreement of assumption
        comply with this Section and that all conditions precedent, if any, provided
        for
        in this Agreement relating to such transaction have been complied with, (iv)
        the
        Rating Agency Condition shall have been satisfied with respect to such
        transaction and (v) the Seller shall have delivered to the Owner Trustee,
        the
        Trust Collateral Agent, the Collateral Agent, the Trustee and the Insurer
        an
        Opinion of Counsel stating that, in the opinion of such counsel, either (A)
        all
        financing statements and continuation statements and amendments thereto have
        been executed and filed that are necessary fully to preserve and protect
        the
        interest of the Trust Collateral Agent, the Owner Trustee and the Trustee,
        respectively, in the Receivables and reciting the details of such filings
        or (B)
        no such action shall be necessary to preserve and protect such interest.
        Notwithstanding anything herein to the contrary, the execution of the foregoing
        agreement of assumption and compliance with clauses (i), (ii), (iii), (iv)
        and
        (v) above shall be conditions to the consummation of the transactions referred
        to in clauses (a), (b) or (c) above.

       

      SECTION
        7.5.   Limitation
        on Liability of Seller and Others.
        The
        Seller and any director, officer or employee or agent of the Seller may rely
        in
        good faith on the advice of counsel or on any document of any kind, prima
        facie
        properly executed and submitted by any Person respecting any matters arising
        under any Basic Document. The Seller shall not be under any obligation to
        appear
        in, prosecute or defend any legal action that shall not be incidental to
        its
        obligations under this Agreement, and that in its opinion may involve it
        in any
        expense or liability.

       

      SECTION
        7.6.   Ownership
        of the Certificates or Notes.
        The
        Seller and any Affiliate thereof may in its individual or any other capacity
        become the owner or pledgee of Certificates or Notes with the same rights
        as it
        would have if it were not the Seller or an Affiliate thereof, except as
        expressly provided herein or in any Basic Document. Notes or Certificates
        so
        owned by the Seller or such Affiliate shall have an equal and proportionate
        benefit under the provisions of the Basic Documents, without preference,
        priority, or distinction as among all of the Notes or Certificates; provided,
        however,
        that
        any Notes or Certificates owned by the Seller or any Affiliate thereof, during
        the time such Notes or Certificates are owned by them, shall be without voting
        rights for any purpose set forth in the Basic Documents and will not be entitled
        to the benefits of the Note Policy. The Seller shall notify the Owner Trustee,
        the Trustee, the Trust Collateral Agent and the Insurer with respect to any
        other transfer of any Certificate. 

       


      
        
           

        

        
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      ARTICLE
        VIII 

       

      The
        Servicer

       

      SECTION
        8.1.   Representations
        of Servicer.
        The
        Servicer makes the following representations on which the Insurer shall be
        deemed to have relied in executing and delivering the Note Policy and on
        which
        the Trust is deemed to have relied in acquiring the Receivables. The
        representations speak as of the execution and delivery of this Agreement
        and as
        of the Closing Date, in the case of the Receivables, and shall survive the
        sale
        of the Receivables to the Trust and the pledge thereof to the Trust Collateral
        Agent pursuant to the Indenture.

       

      (a)   [Reserved];

       

      (b)   Organization
        and Good Standing.
        The
        Servicer has been duly organized and is validly existing and in good standing
        under the laws of its jurisdiction of organization, with power, authority
        and
        legal right to own its properties and to conduct its business as such properties
        are currently owned and such business is currently conducted, and had at
        all
        relevant times, and now has, power, authority and legal right to enter into
        and
        perform its obligations under this Agreement;

       

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

       

      (d)   Power
        and Authority.
        The
        Servicer has the power and authority to execute and deliver this Agreement
        and
        its Basic Documents and to carry out its terms and their terms, respectively,
        and the execution, delivery and performance of this Agreement and the Servicer’s
        Basic Documents have been duly authorized by the Servicer by all necessary
        corporate action;

       

      (e)   Binding
        Obligation.
        This
        Agreement and the Servicer’s Basic Documents shall constitute legal, valid and
        binding obligations of the Servicer enforceable in accordance with their
        respective terms, except as enforceability may be limited by bankruptcy,
        insolvency, reorganization, or other similar laws affecting the enforcement
        of
        creditors’ rights generally and by equitable limitations on the availability of
        specific remedies, regardless of whether such enforceability is considered
        in a
        proceeding in equity or at law;

       

      (f)   No
        Violation.
        The
        consummation of the transactions contemplated by this Agreement and the
        Servicer’s Basic Documents, and the fulfillment of the terms of this Agreement
        and the Servicer’s Basic Documents, shall not conflict with, result in any
        breach of any of the terms and provisions of, or constitute (with or without
        notice or lapse of time) a default under, the articles of incorporation or
        bylaws of the Servicer, or any indenture, agreement, mortgage, deed of trust
        or
        other instrument to which the Servicer is a party or by which it is bound,
        or
        result in the creation or imposition of any Lien upon any of its properties
        pursuant to the terms of any such indenture, agreement, mortgage, deed of
        trust
        or other instrument, other than this Agreement, or violate any law, order,
        rule
        or regulation applicable to the Servicer of any court or of any federal or
        state
        regulatory body, administrative agency or other governmental instrumentality
        having jurisdiction over the Servicer or any of its properties;

       


      
        
           

        

        
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      (g)   No
        Proceedings.
        There
        are no proceedings or investigations pending or, to the Servicer’s knowledge,
        threatened against the Servicer, before any court, regulatory body,
        administrative agency or other tribunal or governmental instrumentality having
        jurisdiction over the Servicer or its properties (A) asserting the invalidity
        of
        this Agreement or any of the Basic Documents, (B) seeking to prevent the
        issuance of the Notes or the consummation of any of the transactions
        contemplated by this Agreement or any of the Basic Documents, or (C) seeking
        any
        determination or ruling that might materially and adversely affect the
        performance by the Servicer of its obligations under, or the validity or
        enforceability of, this Agreement or any of the Basic Documents or (D) seeking
        to adversely affect the federal income tax or other federal, state or local
        tax
        attributes of the Notes;

       

      (h)   No
        Consents.
        The
        Servicer is not required to obtain the consent of any other party or any
        consent, license, approval or authorization, or registration or declaration
        with, any governmental authority, bureau or agency in connection with the
        execution, delivery, performance, validity or enforceability of this Agreement
        which has not already been obtained.

       

      SECTION
        8.2.   Liability
        of Servicer, Backup Servicer and Designated Backup Subservicer;
        Indemnities. 

       

      (a)   The
        Servicer (in its capacity as such) shall be liable hereunder only to the
        extent
        of the obligations in this Agreement specifically undertaken by the Servicer
        and
        the representations made by the Servicer.

       

      (b)   The
        Servicer shall defend, indemnify and hold harmless the Trust, the Trustee,
        the
        Seller, the Trust Collateral Agent, the Owner Trustee, the Backup Servicer,
        the
        Designated Backup Subservicer, including in its capacity as successor Servicer
        or as subservicer to the Servicer, the Collateral Agent, the Insurer, their
        respective officers, directors, agents and employees, and the Holders from
        and
        against any and all costs, expenses, losses, damages, claims and liabilities,
        including reasonable fees and expenses of counsel and expenses of litigation
        arising out of or resulting from the use, ownership or operation by the Servicer
        or any Affiliate thereof of any Financed Vehicle;

       

      (c)   The
        Servicer (when the Servicer is UACC) shall indemnify, defend and hold harmless
        the Trust, the Trustee, the Seller, the Trust Collateral Agent, the Owner
        Trustee, the Backup Servicer, the Designated Backup Subservicer, including
        in
        its capacity as successor Servicer or as subservicer to the Servicer, the
        Collateral Agent, the Insurer, their respective officers, directors, agents
        and
        employees and the Holders from and against any taxes that may at any time
        be
        asserted against any of such parties with respect to the transactions
        contemplated in this Agreement, including, without limitation, any sales,
        gross
        receipts, tangible or intangible personal property, privilege or license
        taxes
        (but not including any federal or other income taxes, including franchise
        taxes
        asserted with respect to, and as of the date of, the sale of the Receivables
        and
        the Other Conveyed Property to the Trust or the issuance and original sale
        of
        the Notes) and costs and expenses in defending against the same;

       


      
        
           

        

        
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      UACC
        (when the Servicer is not UACC) shall indemnify, defend and hold harmless
        the
        Trust, the Trustee, the Trust Collateral Agent, the Owner Trustee, the Backup
        Servicer, the Designated Backup Subservicer, including in its capacity as
        successor Servicer or as subservicer to the Servicer, the Collateral Agent,
        the
        Insurer, their respective officers, directors, agents and employees and the
        Holders from and against any taxes with respect to the sale of Receivables
        in
        connection with servicing hereunder that may at any time be asserted against
        any
        of such parties with respect to the transactions contemplated in this Agreement,
        including, without limitation, any sales, gross receipts, tangible or intangible
        personal property, privilege or license taxes (but not including any federal
        or
        other income taxes, including franchise taxes asserted with respect to, and
        as
        of the date of, the sale of the Receivables and the Other Conveyed Property
        to
        the Trust or the issuance and original sale of the Notes) and costs and expenses
        in defending against the same; and

       

      (d)   The
        Servicer shall indemnify, defend and hold harmless the Trust, the Trustee,
        the
        Trust Collateral Agent, the Owner Trustee, the Backup Servicer, the Designated
        Backup Subservicer, including in its capacity as successor Servicer or as
        subservicer to the Servicer, the Collateral Agent, the Insurer, their respective
        officers, directors, agents and employees and the Holders from and against
        any
        and all costs, expenses, losses, claims, damages, and liabilities (including
        reasonable fees and expenses of counsel and expenses of litigation, if any)
        to
        the extent that such cost, expense, loss, claim, damage, or liability arose
        out
        of, or was imposed upon the Trust, the Trustee, the Owner Trustee, the Trust
        Collateral Agent, the Backup Servicer, the Designated Backup Subservicer,
        the
        Collateral Agent, the Insurer or the Holders by reason of the breach of this
        Agreement by the Servicer, the negligence, willful misfeasance, or bad faith
        of
        the Servicer in the performance of its duties under this Agreement or by
        reason
        of reckless disregard of its obligations and duties under this
        Agreement.

       

      (e)   UACC
        shall indemnify, defend and hold harmless the Trust, the Trustee, the Trust
        Collateral Agent, the Owner Trustee, the Backup Servicer, the Designated
        Backup
        Subservicer, including in its capacity as successor Servicer or as subservicer
        to the Servicer, the Collateral Agent, the Insurer, their respective officers,
        directors, agents and employees and the Holders from and against any loss,
        liability or expense incurred by reason of the violation by Servicer, Seller
        or
        Trust of federal or state securities laws in connection with the registration
        or
        the sale of the Notes, including for any material misstatement or omissions
        in
        any 10-D or 10-K filing, or failure to timely file, required under the Exchange
        Act other than any information, report or exhibits in such filing that are
        provided by the Trust Collateral Agent pursuant to Section 3.4(g); provided,
        that
        UACC shall not indemnify the Insurer for the disclosure under the captions
“The
        Insurer” and “The Policy” in the Prospectus Supplement (including any
        information provided by the Insurer or its auditors incorporated by reference
        therein under such captions or in any report filed with respect to the Trust).
        

       

      (f)   UACC
        shall indemnify the Trustee, the Owner Trustee, the Trust Collateral Agent,
        the
        Backup Servicer, the Designated Backup Subservicer, including in its capacity
        as
        successor Servicer or as subservicer to the Servicer, and the Collateral
        Agent,
        and the respective officers, directors, agents and employees thereof against
        any
        and all loss, liability or expense, (other than overhead and expenses incurred
        in the normal course of business) incurred by each of them in connection
        with
        the acceptance or administration of the Trust and the performance of their
        duties under the Basic Documents other than if such loss, liability or expense
        was incurred by the Trustee, the Owner Trustee, the Backup Servicer, the
        Collateral Agent or the Trust Collateral Agent or the Designated Backup
        Subservicer as a result of any such entity’s willful misfeasance, bad faith or
        negligence.

       


      
        
           

        

        
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      (g)   Indemnification
        under this Article shall include, without limitation, reasonable fees and
        expenses of counsel and expenses of litigation. If the Servicer has made
        any
        indemnity payments pursuant to this Article and the recipient thereafter
        collects any of such amounts from others, the recipient shall promptly repay
        such amounts collected to the Servicer, without interest. Notwithstanding
        anything contained herein to the contrary, any indemnification payable by
        the
        Servicer to the Backup Servicer or the Designated Backup Subservicer, to
        the
        extent not paid by the Servicer, shall be paid solely from the Spread Account
        in
        accordance with the terms of the Spread Account Agreement. 

       

      (h)   When
        the
        Trustee, the Trust Collateral Agent, the Collateral Agent, the Designated
        Backup
        Subservicer, including in its capacity as successor Servicer or as subservicer
        to the Servicer, or the Backup Servicer incurs expenses after the occurrence
        of
        a Servicer Termination Event specified in Section 9.1(d) or (e) with respect
        to
        the Servicer, the expenses are intended to constitute expenses of administration
        under Title 11 of the United States Code or any other applicable federal
        or
        state bankruptcy, insolvency or similar law.

       

      The
        provisions of this Section 8.2 shall survive the earlier removal or resignation
        of the Trustee, Trust Collateral Agent, Collateral Agent, Owner Trustee,
        Backup
        Servicer and Designated Backup Subservicer and the termination of this
        Agreement.

      


      SECTION
        8.3.   Merger
        or Consolidation of, or Assumption of the Obligations of the Servicer,
        Designated Backup Subservicer or Backup Servicer. 

       

      (a)   UACC
        shall not merge or consolidate with any other person, convey, transfer or
        lease
        substantially all its assets as an entirety to another Person, or permit
        any
        other Person to become the successor to UACC’s business unless, after the
        merger, consolidation, conveyance, transfer, lease or succession, the successor
        or surviving entity shall be capable of fulfilling the duties of UACC contained
        in this Agreement and shall be consented to by the Controlling Party in writing,
        and, if an Insurer Default shall have occurred and be continuing, shall be
        an
        Eligible Servicer. Any entity (i) into which UACC may be merged or consolidated,
        (ii) resulting from any merger or consolidation to which UACC shall be a
        party,
        (iii) which acquires by conveyance, transfer, or lease substantially all
        of the
        assets of UACC, or (iv) succeeding to the business of UACC, in any of the
        foregoing cases shall execute an agreement of assumption to perform every
        obligation of UACC under this Agreement and, whether or not such assumption
        agreement is executed, shall be the successor to UACC under this Agreement
        without the execution or filing of any paper or any further act on the part
        of
        any of the parties to this Agreement, anything in this Agreement to the contrary
        notwithstanding; provided,
        however,
        that
        nothing contained herein shall be deemed to release UACC from any obligation.
        UACC shall provide notice of any merger, consolidation or succession pursuant
        to
        this Section to the Owner Trustee, the Trust Collateral Agent, the Holders,
        the
        Insurer and each Rating Agency. Notwithstanding the foregoing, UACC shall
        not
        merge or consolidate with any other Person or permit any other Person to
        become
        a successor to UACC’s business, unless (x) immediately after giving effect to
        such transaction, no representation or warranty made pursuant to Section
        4.6
        shall have been breached (for purposes hereof, such representations and
        warranties shall speak as of the date of the consummation of such transaction)
        and no event that, after notice or lapse of time, or both, would become an
        Insurance Agreement Event of Default shall have occurred and be continuing,
        (y) UACC shall have delivered to the Owner Trustee, the Trust Collateral
        Agent, Trustee, Backup Servicer, the Designated Backup Subservicer and
        Collateral Agent, the Rating Agencies and the Insurer an Officer’s Certificate
        and an Opinion of Counsel each stating that such consolidation, merger or
        succession and such agreement of assumption comply with this Section and
        that
        all conditions precedent, if any, provided for in this Agreement relating
        to
        such transaction have been complied with, and (z) UACC shall have delivered
        to
        the Owner Trustee, the Trust Collateral Agent, the Trustee, the Collateral
        Agent, the Rating Agencies and the Insurer an Opinion of Counsel, stating
        in the
        opinion of such counsel, either (A) all financing statements and continuation
        statements and amendments thereto have been executed and filed that are
        necessary to preserve and protect the interest of the Trust in the Receivables
        and the Other Conveyed Property and reciting the details of the filings or
        (B)
        no such action shall be necessary to preserve and protect such
        interest.

       


      
        
           

        

        
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      (b)   Any
        corporation or other entity (i) into which the Backup Servicer or the Designated
        Backup Subservicer, as the case may be, may be merged or consolidated, (ii)
        resulting from any merger or consolidation to which the Backup Servicer or
        the
        Designated Backup Subservicer respectively shall be a party, (iii) which
        acquires by conveyance, transfer or lease substantially all of the assets
        of the
        Backup Servicer or the Designated Backup Subservicer, respectively, or (iv)
        succeeding to the business of the Backup Servicer or the Designated Backup
        Subservicer, respectively, in any of the foregoing cases shall execute an
        agreement of assumption to perform every obligation of the Backup Servicer
        or
        the Designated Backup Subservicer, as the case may be, under this Agreement
        and,
        whether or not such assumption agreement is executed, shall be the successor
        to
        the Backup Servicer or the Designated Backup Subservicer, respectively, under
        this Agreement without the execution or filing of any paper or any further
        act
        on the part of any of the parties to this Agreement, anything in this Agreement
        to the contrary notwithstanding; provided, however, that nothing contained
        herein shall be deemed to release the Backup Servicer or the Designated Backup
        Subservicer from any obligation.

       

      SECTION
        8.4.   Limitation
        on Liability of Servicer, Designated Backup Subservicer, Backup Servicer
        and
        Others.
        

       

      (a)   None
        of
        UACC, the Designated Backup Subservicer, including in its capacity as successor
        Servicer or as subservicer to the Servicer, the Backup Servicer nor any of
        the
        directors or officers or employees or agents of UACC, the Designated Backup
        Subservicer, the Backup Servicer, The Trust Collateral Agent, the Collateral
        Agent shall be under any liability to the Trust or the Holders, except as
        provided in this Agreement, for any action taken or for refraining from the
        taking of any action pursuant to this Agreement; provided,
        however,
        that
        this provision shall not protect UACC, the Designated Backup Subservicer,
        the
        Backup Servicer or any such person against any liability that would otherwise
        be
        imposed by reason of a breach of this Agreement or willful misfeasance, bad
        faith or negligence (excluding errors in judgment) in the performance of
        duties;
        provided further that this provision shall not affect any liability to indemnify
        the Trustee, the Trust Collateral Agent, the Collateral Agent and the Owner
        Trustee for costs, taxes, expenses, claims, liabilities, losses or damages
        paid
        by the Trustee, the Trust Collateral Agent, the Collateral Agent and the
        Owner
        Trustee, in their individual capacities. UACC, the Designated Backup
        Subservicer, the Backup Servicer and any director, officer, employee or agent
        of
        UACC, the Designated Backup Subservicer or Backup Servicer may rely in good
        faith on the written advice of counsel or on any document of any kind prima
        facie properly executed and submitted by any Person respecting any matters
        arising under this Agreement.

       


      
        
           

        

        
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      (b) Unless
        acting as Servicer hereunder, the Backup Servicer shall not be liable for
        any
        obligation of the Servicer contained in this Agreement or for any errors
        of the
        Servicer contained in any computer tape, certificate or other data or document
        delivered to the Backup Servicer hereunder or on which the Backup Servicer
        must
        rely in order to perform its obligations hereunder, and the Owner Trustee,
        the
        Trustee, the Trust Collateral Agent, the Collateral Agent, the Backup Servicer,
        the Designated Backup Subservicer, the Seller and the Insurer and the Holders
        shall look only to the Servicer to perform such obligations. Unless acting
        as
        Servicer hereunder, the Designated Backup Subservicer shall not be liable
        for
        any obligation of the Servicer contained in this Agreement or for any error
        of
        the Servicer contained in any computer tape, certificate or other data or
        document delivered in connection with the Basic Documents, and the Owner
        Trustee, the Trustee, the Trust Collateral Agent, the Collateral Agent, the
        Backup Servicer, the Seller, the Insurer and the Holders shall look only
        to the
        Servicer to perform such obligations. The Backup Servicer, Designated Backup
        Subservicer, including in its capacity as successor Servicer or as subservicer
        to the Servicer, Trust Collateral Agent, the Collateral Agent, the Trustee
        and
        the Owner Trustee shall have no responsibility and shall not be in default
        hereunder or incur any liability for any failure, error, malfunction or any
        delay in carrying out any of their respective duties under this Agreement
        if
        such failure or delay results from the Backup Servicer or the Designated
        Backup
        Subservicer acting in accordance with information prepared or supplied by
        a
        Person other than itself (or contractual agents) or the failure of any such
        other Person to prepare or provide such information. The Backup Servicer
        shall
        have no responsibility, shall not be in default and shall incur no liability
        for
        (i) any act or failure to act of any third party (other than its contractual
        agents), including the Servicer or the Controlling Party, (ii) any inaccuracy
        or
        omission in a notice or communication received by the Backup Servicer from
        any
        third party (other than its contractual agents), (iii) the invalidity or
        unenforceability of any Receivable under applicable law, (iv) the breach
        or
        inaccuracy of any representation or warranty made with respect to any
        Receivable, or (v) the acts or omissions of any successor Backup Servicer.
        The
        Designated Backup Subservicer shall have no responsibility, shall not be
        in
        default and shall incur no liability for (i) any act or failure to act of
        any
        third party (other than its contractual agents), including the Servicer (other
        than when CenterOne is the Servicer), the Backup Servicer, or the Controlling
        Party, (ii) any inaccuracy or omission in a notice, certificate or communication
        received by the Designated Backup Subservicer from any third party (whether
        or
        not the Designated Backup Subservicer has confirmed, verified or otherwise
        reviewed such data), (iii) the invalidity or unenforceability of any Receivable
        under applicable law, (iv) the breach or inaccuracy of any representation
        or
        warranty made with respect to any Receivable or the Servicer (other than
        when
        CenterOne is the Servicer), or (v) the acts or omissions of any other Designated
        Backup Subservicer.

       

      



      
        
           

        

        
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      SECTION
        8.5.   Delegation
        of Duties.
        

       

      (a)   The
        Servicer, including the Designated Backup Subservicer as successor Servicer
        or
        as Subservicer to the Servicer, may delegate duties under this Agreement
        to an
        Affiliate with the prior written consent of the Insurer (unless an Insurer
        Default shall have occurred and be continuing), the Trust Collateral Agent,
        the
        Trust, the Designated Backup Subservicer and the Backup Servicer. The Servicer,
        including the Designated Backup Subservicer as successor Servicer or as
        Subservicer to the Servicer, also may at any time perform through Subcontractors
        the specific duties of (i) repossession of Financed Vehicles, (ii) tracking
        Financed Vehicles’ insurance and (iii) pursuing the collection of deficiency
        balances on certain Liquidated Receivables, in each case, without the consent
        of
        the Insurer and may perform other specific duties through such Subcontractors
        in
        accordance with Servicer’s customary servicing policies and procedures, with the
        prior consent of the Insurer; provided,
        however,
        that no
        such delegation or sub-contracting of duties by the Servicer shall relieve
        the
        Servicer of its responsibility with respect to such duties. So long as no
        Insurer Default shall have occurred and be continuing neither UACC or any
        party
        acting as Servicer hereunder shall appoint any Subservicer hereunder without
        the
        prior written consent of the Insurer, the Trustee, the Designated Backup
        Subservicer and the Backup Servicer.

       

      (b)   If
        UACC
        is not the Servicer, such Servicer may delegate any of its duties and
        obligations hereunder to the Designated Backup Subservicer or one or more
        other
        Subservicers pursuant to a sub-servicing agreement in form and substance
        approved by the Insurer (unless an Insurer Default shall have occurred and
        be
        continuing), the Trust Collateral Agent, the Trust and the Backup Servicer.
        Notwithstanding the foregoing, the Servicer shall be liable for the fees
        and
        expenses of its delegates (other than the fees and expenses of the Designated
        Backup Subservicer which are paid under Section 5.7(b)(ii)) and remain primarily
        liable for the performance of the duties and obligations so delegated and
        each
        of the Insurer (unless an Insurer Default shall have occurred and be
        continuing), the Trust Collateral Agent, the Trust and the Backup Servicer
        shall
        have the right to look solely to the Servicer for performance.

       

      (c)   The
        Backup Servicer may delegate duties under this Agreement to one or more
        Designated Backup Subservicers with the prior written consent of the Insurer
        (unless an Insurer Default shall have occurred and be continuing), the Trust
        Collateral Agent and the Trust. The Backup Servicer hereby appoints CenterOne as
        the initial Designated Backup Subservicer. CenterOne hereby accepts such
        appointment and each of Insurer, the Trust Collateral Agent, the Trust and
        the
        Backup Servicer hereby consents to such appointment. Each of the Backup
        Servicer, the Designated Backup Subservicer, the Insurer, the Trust Collateral
        Agent and the Trust acknowledge that in the event that the Backup Servicer
        becomes the Servicer or as subservicer of the Servicer hereunder, the Backup
        Servicer may appoint the Designated Backup Subservicer as its Subservicer
        under
        this Agreement to service the Receivables and the Designated Backup Subservicer
        shall service the Receivables, subject to the terms, conditions and
        modifications contained in Schedule D, and in that event, the rights, duties,
        obligations and liabilities of the Designated Backup Subservicer as Subservicer
        or Servicer under this Agreement shall be modified as provided in Schedule
        D.
        The Backup Servicer may terminate the appointment of any Designated Backup
        Subservicer only upon the prior written consent of the Insurer (unless an
        Insurer Default shall have occurred and be continuing), the Trust Collateral
        Agent and the Trust.  

       


      
        
           

        

        
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      (d)   The
        Servicer shall cause any Subservicer retained by the Servicer (or by any
        Subservicer) to perform its servicing duties under this Agreement to comply
        with
        the reporting and compliance provisions of this Agreement to the same extent
        as
        if such Subservicer were the Servicer, and to provide the information required
        with respect to such Subservicer as is required to file all required reports
        with the Commission. The Servicer shall be responsible for obtaining from
        each
        Subservicer and delivering to the Trust any servicer compliance statement
        required to be delivered by such Subservicer under Section 4.10, any assessment
        of compliance and attestation required to be delivered by such Subservicer
        under
        Section 4.10 and any certification required to be delivered to the Person
        that
        will be responsible for signing the Sarbanes Certification under Section
        4.10(a)(iv) as and when required to be delivered.

       

      (e)   The
        Servicer shall promptly upon request provide to the Depositor, acting on
        behalf
        of the Trust, a written description (in form and substance satisfactory to
        the
        Depositor) of the role and function of each Subcontractor retained by the
        Servicer or any Subservicer to perform its servicing duties under this
        Agreement, specifying (i) the identity of each such Subcontractor, (ii) which,
        if any, of such Subcontractors are “participating in the servicing function”
within the meaning of Item 1122 of Regulation AB, and (iii) which, if any,
        elements of the Servicing Criteria will be addressed in assessments of
        compliance provided by each Subcontractor identified pursuant to clause (ii)
        of
        this paragraph.

       

      (f)   As
        a
        condition to the utilization of any Subcontractor determined to be
“participating in the servicing function” within the meaning of Item 1122 of
        Regulation AB, the Servicer shall cause any such Subcontractor retained by
        the
        Servicer (or by any Subservicer) to perform its servicing duties under this
        Agreement to comply with the reporting and compliance provisions of this
        Agreement to the same extent as if such Subcontractor were the Servicer.
        The
        Servicer shall be responsible for obtaining from each Subcontractor and
        delivering to the Depositor, acting on behalf of the Trust, and the Owner
        Trustee any assessment of compliance and attestation required to be delivered
        by
        such Subcontractor, in each case as and when required to be
        delivered.

       

      SECTION
        8.6.   Servicer,
        the Designated Backup Subservicer and Backup Servicer Not to
        Resign.
        Subject
        to the provisions of Section 8.3, none of the Servicer, the Designated Backup
        Subservicer nor the Backup Servicer shall resign from the obligations and
        duties
        imposed on it by this Agreement as Servicer, the Designated Backup Subservicer
        or Backup Servicer except upon a determination that by reason of a change
        in
        legal requirements the performance of its duties under this Agreement would
        cause it to be in violation of such legal requirements in a manner which
        would
        have a material adverse effect on the Servicer, the Designated Backup
        Subservicer or the Backup Servicer, as the case may be, and the Insurer (so
        long
        as an Insurer Default shall not have occurred and be continuing) or a Note
        Majority (if an Insurer Default shall have occurred and be continuing) does
        not
        elect to waive the obligations of the Servicer, the Designated Backup
        Subservicer or the Backup Servicer, as the case may be, to perform the duties
        which render it legally unable to act or to delegate those duties to another
        Person. Any such determination permitting the resignation of the Servicer,
        the
        Designated Backup Subservicer or Backup Servicer shall be evidenced by an
        Opinion of Counsel to such effect delivered and acceptable to the Trust
        Collateral Agent, the Owner Trustee and the Insurer (unless an Insurer Default
        shall have occurred and be continuing). No resignation of the Servicer shall
        become effective until, so long as no Insurer Default shall have occurred
        and be
        continuing, the Backup Servicer or an entity acceptable to the Insurer shall
        have assumed the responsibilities and obligations of the Servicer or, if
        an
        Insurer Default shall have occurred and be continuing, the Backup Servicer
        or a
        replacement Servicer that is an Eligible Servicer shall have assumed the
        responsibilities and obligations of the Servicer. No resignation of the Backup
        Servicer or the Designated Backup Subservicer shall become effective until,
        so
        long as no Insurer Default shall have occurred and be continuing, an entity
        acceptable to the Insurer shall have assumed the responsibilities and
        obligations of the Backup Servicer or the Designated Backup Subservicer or,
        if
        an Insurer Default shall have occurred and be continuing, a Person that is
        an
        Eligible Servicer shall have assumed the responsibilities and obligations
        of the
        Backup Servicer or the Designated Backup Subservicer; provided,
        however,
        that
        (i) in the event a successor Backup Servicer or Designated Backup Subservicer
        as
        the case may be is not appointed within 60 days after the Backup Servicer
        or the
        Designated Backup Subservicer has given notice of its resignation and has
        provided the Opinion of Counsel required by this Section, the Backup Servicer
        or
        the Designated Backup Subservicer as the case may be may petition a court
        for
        its removal, and (ii) the Backup Servicer or the Designated Backup Subservicer
        may resign with the written consent of the Insurer; provided further,
        however,
        that,
        with regard to clause (i) above, the Designated Backup Subservicer, acting
        solely in its capacity as Designated Backup Subservicer under this Agreement
        and
        prior to its being appointed subservicer or Servicer under this Agreement,
        may
        resign as Designated Backup Subservicer rather than petitioning the court
        for
        its removal.

       


      
        
           

        

        
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      ARTICLE
        IX 

       

      Default

       

      SECTION
        9.1.   Servicer
        Termination Event.
        For
        purposes of this Agreement, each of the following shall constitute a
“Servicer
        Termination Event”:

       

      (a)   Any
        failure by the Servicer to deposit to the Collection Account any amount required
        to be deposited therein or to purchase any Receivable required to be purchased
        by it.

       

      (b)   Failure
        by the Servicer to deliver to the Trust Collateral Agent and (so long as
        an
        Insurer Default shall not have occurred and be continuing) the Insurer the
        Servicer’s Certificate by the Determination Date;

       

      (c)   Failure
        on the part of the Servicer duly to observe or perform any other covenants
        or
        agreements of the Servicer set forth in this Agreement or under any other
        Basic
        Documents to which it is a party, which failure (i) materially and
        adversely affects the rights of Holders (determined without regard to the
        availability of funds under the Note Policy), or of the Insurer (unless an
        Insurer Default shall have occurred and be continuing), and (ii) continues
        unremedied for a period of 30 days after the earlier of (x) knowledge thereof
        by
        the Servicer, or (y) the date on which written notice of such failure, requiring
        the same to be remedied, shall have been given to the Servicer by the Trust
        Collateral Agent or the Insurer (or, if an Insurer Default shall have occurred
        and be continuing, by any Noteholder);

       


      
        
           

        

        
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      (d)   The
        entry
        of a decree or order for relief by a court or regulatory authority having
        jurisdiction in respect of the Servicer or United Pan Am Financial Corp.
        in an
        involuntary case under the federal bankruptcy laws, as now or hereafter in
        effect, or another present or future, federal bankruptcy, insolvency or similar
        law, or appointing a receiver, liquidator, assignee, trustee, custodian,
        sequestrator or other similar official of the Servicer or United Pan Am
        Financial Corp. or of any substantial part of its property or ordering the
        winding up or liquidation of the affairs of the Servicer or United Pan Am
        Financial Corp. and the continuance of any such decree or order unstayed
        and in
        effect for a period of 60 consecutive days or the commencement of an involuntary
        case under the federal bankruptcy laws, as now or hereinafter in effect,
        or
        another present or future federal or state bankruptcy, insolvency or similar
        law
        and such case is not dismissed within 60 days; or

       

      (e)   The
        commencement by the Servicer or United Pan Am Financial Corp. of a voluntary
        case under the federal bankruptcy laws, as now or hereafter in effect, or
        any
        other present or future, federal or state, bankruptcy, insolvency or similar
        law, or the consent by the Servicer or United Pan Am Financial Corp. to the
        appointment of or taking possession by a receiver, liquidator, assignee,
        trustee, custodian, sequestrator or other similar official of the Servicer
        or of
        any substantial part of its property or the making by the Servicer or United
        Pan
        Am Financial Corp. of an assignment for the benefit of creditors or the failure
        by the Servicer or United Pan Am Financial Corp. generally to pay its debts
        as
        such debts become due or the taking of corporate action by the Servicer or
        United Pan Am Financial Corp. in furtherance of any of the foregoing;
        or

       

      (f)   Any
        representation, warranty or statement of the Servicer made in this Agreement
        or
        any certificate, report or other writing delivered pursuant hereto shall
        prove
        to be incorrect in any material respect as of the time when the same shall
        have
        been made, and the incorrectness of such representation, warranty or statement
        has a material adverse effect on the Trust, the Insurer or the Holders and,
        within 30 days after knowledge thereof by the Servicer or after written notice
        thereof shall have been given to the Servicer by the Trust Collateral Agent
        or
        the Insurer (or, if an Insurer Default shall have occurred and be continuing,
        a
        Noteholder), the circumstances or condition in respect of which such
        representation, warranty or statement was incorrect shall not have been
        eliminated or otherwise cured; or

       

      (g)   So
        long
        as an Insurer Default shall not have occurred and be continuing, an Insurance
        Agreement Event of Default occurs;

       

      (h)   A
        claim
        is made under the Note Policy;

       

      (i)   Any
        failure by the Servicer to deliver to the Trustee for distribution to Holders
        any proceeds or payment required to be so delivered that continues unremedied
        for a period of two Business Days (or one Business Day with respect to Purchase
        Amounts) after knowledge thereof by the Servicer or after written notice
        thereof
        shall have been given to the Servicer by the Trustee or the
        Insurer;

       


      
        
           

        

        
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      (j)   an
        Event
        of Default under the Indenture shall have occurred.

      


      SECTION
        9.2.   Consequences
        of a Servicer Termination Event.
        If
        a
        Servicer Termination Event shall occur and be continuing, the Insurer (or,
        if an
        Insurer Default shall have occurred and be continuing either the Trust
        Collateral Agent (to the extent it has knowledge thereof) or a Note Majority),
        by notice given in writing to the Servicer (and to the Trust Collateral Agent
        if
        given by the Insurer or the Holders) may terminate all of the rights and
        obligations of the Servicer under this Agreement. On or after the receipt
        by the
        Servicer of such written notice or upon termination of the term of the Servicer,
        all authority, power, obligations and responsibilities of the Servicer under
        this Agreement, whether with respect to the Notes, the Certificates or the
        Other
        Conveyed Property or otherwise, automatically shall pass to, be vested in
        and
        become obligations and responsibilities of the Backup Servicer, which shall
        cause the Designated Backup Subservicer to assume the duties pursuant to
        Section
        8.5(c), (or such other replacement Servicer appointed by the Controlling
        Party);
provided,
        however,
        that
        the replacement Servicer shall have no liability with respect to any obligation
        which was required to be performed by the terminated Servicer prior to the
        date
        that the replacement Servicer becomes the Servicer or any claim of a third
        party
        based on any alleged action or inaction of the terminated Servicer. The
        replacement Servicer is authorized and empowered by this Agreement to execute
        and deliver, on behalf of the terminated Servicer, as attorney-in-fact or
        otherwise, any and all documents and other instruments and to do or accomplish
        all other acts or things necessary or appropriate to effect the purposes
        of such
        notice of termination, whether to complete the transfer and endorsement of
        the
        Receivables and the Other Conveyed Property and related documents to show
        the
        Trust as lienholder or secured party on the related Lien Certificates, or
        otherwise. The terminated Servicer agrees to cooperate with the Controlling
        Party and the replacement Servicer in effecting the termination of the
        responsibilities and rights of the terminated Servicer under this Agreement,
        including, without limitation, the transfer to the replacement Servicer for
        administration by it of all cash amounts that shall at the time be held by
        the
        terminated Servicer for deposit, or have been deposited by the terminated
        Servicer, in the Collection Account or thereafter received with respect to
        the
        Receivables and the delivery to the replacement Servicer of all Receivable
        Files, Monthly Records and Collection Records and a computer tape in readable
        form as of the most recent Business Day containing all information necessary
        to
        enable the replacement Servicer or a replacement Servicer to service the
        Receivables and the Other Conveyed Property. The terminated Servicer shall
        grant
        the Trust Collateral Agent, the replacement Servicer and the Controlling
        Party
        reasonable access to the terminated Servicer’s premises at the terminated
        Servicer’s expense.

       

      SECTION
        9.3.   Appointment
        of Successor.
        

       

      (a)   On
        and
        after the time the Servicer receives a notice of termination pursuant to
        Section
        9.2 or upon the resignation of the Servicer pursuant to Section 8.6; (i)
        the
        Backup Servicer (unless the Controlling Party shall have exercised its option
        pursuant to Section 9.3(b) to appoint an alternate replacement Servicer)
        shall
        be the successor in all respects to the Servicer, in its capacity as servicer
        under this Agreement and the Insurance Agreement and the transactions set
        forth
        or provided for in this Agreement, and shall be subject to all the rights,
        responsibilities, restrictions, duties, liabilities and termination provisions
        relating thereto placed on the Servicer by the terms and provisions of this
        Agreement or the Insurance Agreement except as otherwise stated herein. The
        Trust Collateral Agent and such successor shall take such action, consistent
        with this Agreement, as shall be necessary to effectuate any such succession.
        If
        a replacement Servicer is acting as Servicer hereunder, it shall be subject
        to
        termination under Section 9.2 upon the occurrence of any Servicer Termination
        Event applicable to it as Servicer.

       


      
        
           

        

        
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      (b)   The
        Controlling Party may exercise at any time its right to appoint as Backup
        Servicer or Designated Backup Subservicer or as successor to the Servicer
        a
        Person other than the Person serving as Backup Servicer or the Designated
        Backup
        Subservicer at the time, and (without limiting its obligations under the
        Note
        Policy) shall have no liability to the Trust Collateral Agent, the Servicer,
        the
        Seller, the Person then serving as Backup Servicer, the Designated Backup
        Subservicer, any Holders or any other Person if it does so; provided, however,
        that at the time of such transfer, the outstanding fees, expenses and
        indemnities of the current Backup Servicer and the Designated Backup Subservicer
        shall be paid in full. Notwithstanding the above, if the Backup Servicer
        or the
        Designated Backup Subservicer shall be legally unable or unwilling to act
        as
        Servicer, and an Insurer Default shall have occurred and be continuing, the
        Backup Servicer, the Designated Backup Subservicer, the Trust Collateral
        Agent
        or a Note Majority may petition a court of competent jurisdiction to appoint
        any
        Eligible Servicer as the successor to the Servicer. Pending appointment pursuant
        to the preceding sentence, the Backup Servicer shall act as replacement Servicer
        unless it is legally unable to do so, in which event the outgoing Servicer
        shall
        continue to act as Servicer until a successor has been appointed and accepted
        such appointment. Subject to Section 8.6, no provision of this Agreement
        shall
        be construed as relieving the Backup Servicer of its obligation to succeed
        as
        replacement Servicer upon the termination of the Servicer pursuant to Section
        9.2 or the resignation of the Servicer pursuant to Section 8.6. If upon the
        termination of the Servicer pursuant to Section 9.2 or the resignation of
        the
        Servicer pursuant to Section 8.6, the Controlling Party appoints a replacement
        Servicer other than the Backup Servicer, the Backup Servicer shall not be
        relieved of its duties as Backup Servicer hereunder.

       

      (c)   Any
        replacement Servicer shall be entitled to such compensation (whether payable
        out
        of the Collection Account or otherwise) as the Servicer would have been entitled
        to under this Agreement if the Servicer had not resigned or been terminated
        hereunder or such other compensation as agreed to by the Insurer in writing.
        If
        any replacement Servicer is appointed as a result of the Backup Servicer’s
        refusal (in breach of the terms of this Agreement) to act as Servicer although
        it is legally able to do so, the Insurer and such replacement Servicer may
        agree
        on reasonable additional compensation to be paid to such replacement Servicer;
        provided,
        however,
        it
        being understood and agreed that the Insurer shall give prior notice to the
        Backup Servicer with respect to the appointment of such successor and the
        payment of additional compensation, if any. If, any replacement Servicer
        is
        appointed for any reason other than the Backup Servicer’s refusal to act as
        Servicer although legally able to do so, the Backup Servicer shall not be
        liable
        for any Servicing Fee, additional compensation or other amounts to be paid
        to
        such replacement Servicer in connection with its assumption and performance
        of
        the servicing duties described herein.

       


      
        
           

        

        
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      (d)   Notwithstanding
        anything contained in this Agreement to the contrary, the Backup Servicer
        is
        authorized to accept and rely on all of the accounting records (including
        computer records) and work of the prior Servicer relating to the Receivables
        (collectively, the “Predecessor Servicer Work Product”) without any audit or
        other examination thereof, and the Backup Servicer shall have no duty,
        responsibility, obligation or liability for the acts and omissions of the
        prior
        Servicer. If any error, inaccuracy, omission or incorrect or non-standard
        practice or procedure (collectively, “Errors”) exist in any Predecessor Servicer
        Work Product and such Errors make it materially more difficult to service
        or
        should cause or materially contribute to the Backup Servicer making or
        continuing any Errors (collectively, “Continuing Errors”), the Backup Servicer
        shall have no duty, responsibility, obligation or liability for such Continuing
        Errors; provided,
        however,
        that
        the Backup Servicer agrees to use its best efforts to prevent further Continuing
        Errors. In the event that the Backup Servicer becomes aware of Errors or
        Continuing Errors, it shall, with the prior consent of the Controlling Party
        use
        its best efforts to reconstruct and reconcile such data as is commercially
        reasonable to correct such Errors and Continuing Errors and to prevent future
        Continuing Errors. The Backup Servicer shall be entitled to recover its costs
        thereby expended in accordance with Section 3.03 of the Spread Account
        Agreement.

       

      SECTION
        9.4.   Notification
        to Holders.
        Upon
        any
        termination of, or appointment of a successor to, the Servicer, the Designated
        Backup Subservicer or the Backup Servicer, the Trust Collateral Agent shall
        give
        prompt written notice thereof to each Holder, the Insurer and to the Rating
        Agencies.

       

      SECTION
        9.5.   Waiver
        of Past Defaults.
        So
        long
        as no Insurer Default shall have occurred and be continuing, the Insurer
        (or, if
        an Insurer Default shall have occurred and be continuing, the Note Majority)
        may, on behalf of all Holders, waive any default by the Servicer, the Designated
        Backup Subservicer or the Backup Servicer in the performance of its obligations
        hereunder and its consequences. Upon any such waiver of a past default, such
        default shall cease to exist, and any Servicer Termination Event arising
        therefrom shall be deemed to have been remedied for every purpose of this
        Agreement and the Basic Documents. No such waiver shall extend to any subsequent
        or other default or impair any right consequent thereto.

       

      ARTICLE
        X 

       

      Termination

       

      SECTION
        10.1.   Optional
        Purchase of All Receivables.
        

       

      (a)   On
        the
        last day of any Collection Period as of which the Aggregate Principal Balance
        shall be less than or equal to 10% of the Original Pool Balance, the Servicer
        shall have the option to purchase the Owner Trust Estate, other than the
        Trust
        Accounts (with the consent of the Insurer if such purchase would result in
        a
        claim on the Note Policy or would result in any amount owing to the Insurer
        under the Insurance Agreement remaining unpaid); provided,
        however,
        that
        the amount to be paid for such purchase (as set forth in the following sentence)
        shall be sufficient to pay the full amount of principal and interest then
        due
        and payable on the Class A-3 Notes then outstanding, and amounts due and
        unpaid
        to the Insurer under the Insurance Agreement and the Note Policy and amounts
        due
        to the Trustee, the Trust Collateral Agent, the Collateral Agent, the Backup
        Servicer, the Designated Backup Subservicer and the Owner Trustee hereunder
        or
        under the Trust Agreement. To exercise such option, the Servicer shall deposit
        pursuant to Section 5.6 in the Collection Account an amount equal to the
        aggregate Purchase Amount for the Receivables (including Liquidated
        Receivables), plus the appraised value of any other property held by the
        Trust,
        such value to be determined by an appraiser mutually agreed upon by the
        Servicer, the Insurer (as the Controlling Party) and the Trust Collateral
        Agent
        or such amount as the Servicer, Insurer and Trust Collateral Agent may mutually
        agree, and shall succeed to all interests in and to the Trust. 

       


      
        
           

        

        
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      If
        the
        Servicer does not exercise its rights with respect to the optional purchase
        within 31 days of the first Distribution Date that the optional purchase
        is
        permitted, the Class A-3 Notes will be paid additional amounts on future
        Distribution Dates, equal to the product of (i) one twelfth, (ii) 0.50% and
        (iii) the outstanding principal balance on the Class A-3 Notes as of such
        Distribution Date pursuant to clause (xi) under Section 5.7 herein. Such
        additional amounts shall not be included in the calculation of Noteholders’
Monthly Interest Distributable Amount or in any other calculations derived
        therefrom. The
        Policy does not guarantee payment of any additional amounts that become due
        to
        the Class A-3 Notes pursuant to the immediately preceding sentence.

      


      (b)   Upon
        any
        sale of the assets of the Trust pursuant to Section 8.1 of the Trust Agreement,
        the Servicer shall instruct the Trust Collateral Agent to deposit the proceeds
        from such sale after all payments and reserves therefrom (including the expenses
        of such sale) have been made (the “Insolvency
        Proceeds”)
        in the
        Collection Account. 

       

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

       

      (d)   Following
        the satisfaction and discharge of the Indenture and the payment in full of
        the
        principal of and interest on the Notes, the Certificateholders will succeed
        to
        the rights of the Holders hereunder.

       

      ARTICLE
        XI 

       

      Administrative
        Duties of the Servicer

       

      SECTION
        11.1.   Administrative
        Duties.
        

       

      (a)   Duties
        with Respect to the Indenture.
        The
        Servicer shall perform all its duties and the duties of the Trust under the
        Indenture. In addition, the Servicer shall consult with the Owner Trustee
        as the
        Servicer deems appropriate regarding the duties of the Trust under the
        Indenture. The Servicer shall monitor the performance of the Trust and shall
        advise the Owner Trustee when action is necessary to comply with the Trust’s
        duties under the Indenture. The Servicer shall prepare for execution by the
        Trust or shall cause the preparation by other appropriate Persons of all
        such
        documents, reports, filings, instruments, certificates and opinions as it
        shall
        be the duty of the Trust to prepare, file or deliver pursuant to the Indenture.
        In furtherance of the foregoing, the Servicer shall take all necessary action
        that is the duty of the Trust to take pursuant to the Indenture, including,
        without limitation, pursuant to Sections 2.7, 3.5, 3.6, 3.7, 3.9, 3.10, 3.17,
        5.1, 5.4, 7.3, 8.3, 9.2, 9.3, 11.1 and 11.15 of the Indenture.

       


      
        
           

        

        
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      (b)   Duties
        with Respect to the Trust.

       

      (i)   In
        addition to the duties of the Servicer set forth in this Agreement or any
        of the
        Basic Documents, the Servicer shall perform such calculations and shall prepare
        for execution or shall cause the timely preparation by other appropriate
        Persons
        and it shall execute all such documents, reports, filings, instruments,
        certificates and opinions as it shall be the duty of the Trust or the Owner
        Trustee to prepare, file or deliver pursuant to this Agreement or any of
        the
        Basic Documents or under state and federal tax and securities laws (including
        any filings required pursuant to the Sarbanes-Oxley Act of 2002 or any rule
        or
        regulation promulgated thereunder), and at the request of the Owner Trustee
        shall take all appropriate action that it is the duty of the Trust to take
        pursuant to this Agreement or any of the Basic Documents, including, without
        limitation, pursuant to Sections 2.6 and 2.11 of the Trust Agreement. In
        accordance with the directions of the Trust or the Owner Trustee, the Servicer
        shall administer, perform or supervise the performance of such other activities
        in connection with the Collateral (including the Basic Documents) as are
        not
        covered by any of the foregoing provisions and as are expressly requested
        by the
        Trust or the Owner Trustee and are reasonably within the capability of the
        Servicer. UACC shall monitor the activities of the Trust to ensure the Trust’s
        compliance with Section 4.6 of the Trust Agreement and shall take all action
        necessary to ensure that the Trust is operated in accordance with the provisions
        of such section.

       

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

       

      (iii)   Notwithstanding
        anything in this Agreement or the Basic Documents to the contrary, the Servicer
        shall be responsible for performance of the duties of the Trust set forth
        in
        Section 5.1(a) and (b) of the Trust Agreement with respect to, among other
        things, accounting and reports to Owners (as defined in the Trust Agreement);
        provided,
        however,
        that
        once prepared by the Servicer the Owner Trustee shall retain responsibility
        for
        the distribution of the Schedule K-1s necessary to enable the Certificateholder
        to prepare its federal and state income tax returns.

       


      
        
           

        

        
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      (iv)   The
        Servicer shall perform the duties of the Servicer specified in Section 9.2
        of
        the Trust Agreement required to be performed in connection with the resignation
        or removal of the Owner Trustee, and any other duties expressly required
        to be
        performed by the Servicer under this Agreement or any of the Basic
        Documents.

       

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

       

      (c)   Tax
        Matters.
        The
        Servicer shall prepare and file, on behalf of the Seller, all tax returns,
        tax
        elections, financial statements and such annual or other reports attributable
        to
        the activities engaged in by the Trust as are necessary for preparation of
        tax
        reports, including without limitation forms 1099. All tax returns will be
        signed
        by the Seller.

       

      (d)   Non-Ministerial
        Matters.
        With
        respect to matters that in the reasonable judgment of the Servicer are
        non-ministerial, the Servicer shall not take any action pursuant to this
        Article
        unless within a reasonable time before the taking of such action, the Servicer
        shall have notified the Owner Trustee, the Trustee and the Insurer of the
        proposed action and the Owner Trustee and, with respect to items (A), (B),
        (C)
        and (D) below, the Trustee shall not have withheld consent or provided an
        alternative direction. For the purpose of the preceding sentence,
“non-ministerial matters” shall include:

       

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

       

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

       

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

       

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

       

      (E)   the
        removal of the Trustee or the Trust Collateral Agent.

       

      (e)   Exceptions.
        Notwithstanding anything to the contrary in this Agreement, except as expressly
        provided herein or in the other Basic Documents, the Servicer, in its capacity
        hereunder, shall not be obligated to, and shall not, (1) make any payments
        to
        the Holders or Certificateholders under the Basic Documents, (2) sell the
        Trust
        Estate pursuant to Section 5.5 of the Indenture, (3) take any other action
        that
        the Trust directs the Servicer not to take on its behalf or (4) in connection
        with its duties hereunder assume any indemnification obligation of any other
        Person. Notwithstanding that UACC may no longer be the Servicer hereunder,
        UACC
        shall continue to perform the duties and obligations of the Servicer under
        this
        Section 11.1.

       


      
        
           

        

        
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      (f)   The
        Backup Servicer, the Designated Backup Subservicer (including in its capacity
        as
        successor Servicer or subservicer) or any replacement Servicer shall not
        be
        responsible for any obligations or duties of the servicer under this Section
        11.1. 

       

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

       

      SECTION
        11.3.   Additional
        Information to be Furnished to the Trust.
        The
        Servicer shall furnish to the Trust and the Insurer from time to time such
        additional information regarding the Collateral as the Trust and the Insurer
        shall reasonably request.

       

      SECTION
        11.4.   Reporting
        Requirements of the Commission and Indemnification.
        

       

      (a) In
        order
        to comply with any rules adopted by the Securities and Exchange Commission,
        notwithstanding any other provision of this Agreement, the Servicer shall
        (i)
        agree to such modifications and enter into such amendments to this Agreement
        as
        may be necessary, in the judgment of the Seller and its counsel, to comply
        with
        any rules promulgated by the Commission and any interpretations thereof by
        the
        staff of the Commission (collectively, “SEC Rules”) and (ii) promptly upon
        request provide to the Seller for inclusion in any periodic report required
        to
        be filed under the Securities Exchange Act of 1934, as amended (the “Exchange
        Act”) such items of information regarding this Agreement and matters related
        to
        the Servicer, including as applicable (by way of example and not limitation),
        a
        description of any material litigation or governmental action or proceeding
        involving the Servicer or its affiliates (collectively, the “Servicer
        Information”), provided, that such information shall be required to be provided
        by the Servicer only to the extent that such shall be determined by the Seller
        and its counsel to be necessary to comply with any SEC Rules.

       

      (b) The
        Servicer hereby agrees to indemnify and hold harmless the Seller, its respective
        officers and directors and each person, if any, who controls the Seller within
        the meaning of Section 15 of the Securities Act of 1933, as amended (the
“Act”),
        or Section 20 of the Exchange Act, from and against any and all losses, claims,
        expenses, damages or liabilities to which the Seller, its respective officers
        or
        directors and any such controlling person may become subject under the Act
        or
        otherwise, as and when such losses, claims, expenses, damages or liabilities
        are
        incurred, insofar as such losses, claims, expenses, damages or liabilities
        (or
        actions in respect thereof) arise out of or are based upon any untrue statement
        or alleged untrue statement of any material fact contained in the Servicer
        Information or arise out of, or are based upon, the omission or alleged omission
        to state therein any material fact required to be stated therein or necessary
        to
        make the statements therein, in light of the circumstances under which they
        were
        made, not misleading, and will reimburse the Seller, its respective officers
        and
        directors and any such controlling person for any legal or other expenses
        reasonably incurred by it or any of them in connection with investigating
        or
        defending any such loss, claim, expense, damage, liability or action, as
        and
        when incurred; provided, however, that the Servicer shall be liable only
        insofar
        as such untrue statement or alleged untrue statement or omission or alleged
        omission relates solely to the information in the Servicer Information furnished
        to the Seller by or on behalf of the Servicer specifically in connection
        with
        this Agreement.

       


      
        
           

        

        
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      (c) The
        Servicer
        (for so long as UACC is the Servicer) shall, at its expense, timely execute
        and
        cause to be prepared and filed with the Commission all periodic reports required
        to be filed with respect to the Trust under the provisions of the Exchange
        Act,
        and the rules and regulations of the Commission thereunder. The Seller shall
        cooperate in any reasonable request made by the Servicer in connection with
        such
        filings.

       

      ARTICLE
        XII 

       

      Miscellaneous
        Provisions

       

      SECTION
        12.1.   Amendment.
        

       

      (a)   This
        Agreement may be amended from time to time by the parties hereto, with the
        consent of the Trustee (which consent may not be unreasonably withheld),
        with
        the prior written consent of the Insurer (so long as no Insurer Default has
        occurred and is continuing) but without the consent of any of the Holders,
        to
        cure any ambiguity, to correct or supplement any provisions in this Agreement,
        to comply with any changes in the Code, or to make any other provisions with
        respect to matters or questions arising under this Agreement which shall
        not be
        inconsistent with the provisions of this Agreement or the Insurance Agreement;
        provided,
        however,
        that
        such action shall not, as evidenced by an Opinion of Counsel delivered to
        Owner
        Trustee, the Insurer and the Trustee, adversely affect in any material respect
        the interests of any Noteholder; provided further that if an Insurer Default
        has
        occurred and is continuing, such action shall not materially adversely affect
        the interests of the Insurer unless the Insurer consents.

       

      This
        Agreement may also be amended from time to time by the parties hereto, with
        the
        consent of the Insurer, the consent of the Trustee, and, if an Insurer Default
        has occurred and is continuing, with the consent of the Holders of Notes
        evidencing not less than a majority of the outstanding principal amount of
        the
        Notes for the purpose of adding any provisions to or changing in any manner
        or
        eliminating any of the provisions of this Agreement or of modifying in any
        manner the rights of the Holders; provided,
        however,
        that no
        such amendment shall (a) increase or reduce in any manner the amount of,
        or
        accelerate or delay the timing of, collections of payments on Receivables
        or
        distributions that shall be required to be made for the benefit of the Holders
        or (b) reduce the aforesaid percentage of the outstanding principal amount
        of
        the Notes, the Holders of which are required to consent to any such amendment,
        without the consent of the Holders of all the outstanding Notes of each class
        affected thereby; provided,
        further,
        that if
        an Insurer Default has not occurred and is continuing, such action shall
        not
        materially adversely affect the interest of the Insurer unless the Insurer
        consents.

       

      In
        order
        to comply with any rules adopted by the Commission, this Agreement may be
        amended from time to time by the parties hereto, with the consent of the
        Trustee
        and the Insurer, so long as an Insurer Default has not occurred and is occurring
        (which consent may not be unreasonably withheld), without the consent of
        any of
        the Holders, as may be necessary, in the judgment of the Seller and its counsel,
        pursuant to Section 11.4, to comply with any rules promulgated by the Commission
        and any interpretations thereof by the staff of the Commission.

       


      
        
           

        

        
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      Promptly
        after the execution of any such amendment or consent, the Trust Collateral
        Agent
        shall furnish written notification of the substance of such amendment or
        consent
        to each Holder and the Rating Agencies. No such amendment will be permitted
        if,
        as a result, any Rating Agency would lower its publicly issued rating on
        any
        class of the Notes then outstanding.

       

      It
        shall
        not be necessary for the consent of Holders pursuant to this Section to approve
        the particular form of any proposed amendment or consent, but it shall be
        sufficient if such consent shall approve the substance thereof. The manner
        of
        obtaining such consents (and any other consents of Holders provided for in
        this
        Agreement) and of evidencing the authorization of any action by Holders shall
        be
        subject to such reasonable requirements as the Trustee or the Owner Trustee,
        as
        applicable, may prescribe.

       

      Prior
        to
        the execution of any amendment to this Agreement, the Owner Trustee and the
        Trustee, Trust Collateral Agent, Collateral Agent, Designated Backup
        Subservicer, Backup Servicer and the Insurer shall be entitled to receive
        and
        conclusively rely upon an Opinion of Counsel stating that the execution of
        such
        amendment is authorized or permitted by this Agreement and the Opinion of
        Counsel referred to in Section 12.2(h)(1) has been delivered. The Owner Trustee,
        the Trust Collateral Agent, the Designated Backup Subservicer, the Backup
        Servicer and the Trustee may, but shall not be obligated to, enter into any
        such
        amendment which affects the Trust’s, the Owner Trustee’s, the Trust Collateral
        Agent’s, the Designated Backup Subservicer’s, the Backup Servicer’s or the
        Trustee’s, as applicable, own rights, duties or immunities under this Agreement
        or otherwise.

       

      (b)   Notwithstanding
        anything to the contrary contained in Section 12.1(a) above, the provisions
        of
        the Agreement relating to (i) the Spread Account Agreement, the Spread Account,
        the Requisite Amount, a Trigger Event or any component definition of a Trigger
        Event and (ii) any additional sources of funds which may be added to the
        Spread
        Account or uses of funds on deposit in the Spread Account may be amended
        in any
        respect by the Servicer, the Insurer and the Collateral Agent (the consent
        of
        which shall not be withheld or delayed with respect to any amendment that
        does
        not adversely affect the Collateral Agent) without the consent of, or notice
        to,
        the Holders.

       


      
        
           

        

        
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      SECTION
        12.2.   Protection
        of Title to Trust.
        

       

      (a)   The
        Seller shall execute and file such financing statements and cause to be executed
        and filed such continuation statements, all in such manner and in such places
        as
        may be required by law fully to preserve, maintain and protect the interest
        of
        the Trust and the interests of the Trust Collateral Agent in the Receivables
        and
        in the proceeds thereof. The Seller shall deliver (or cause to be delivered)
        to
        the Insurer, the Owner Trustee and the Trust Collateral Agent file-stamped
        copies of, or filing receipts for, any document filed as provided above,
        as soon
        as available following such filing.

       

      (b)   Neither
        the Seller nor the Servicer shall change its name, identity or corporate
        structure in any manner that would, could or might make any financing statement
        or continuation statement filed in accordance with paragraph (a) above seriously
        misleading within the meaning of 9-506 of the UCC, unless it shall have given
        the Insurer, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer
        and the Trustee at least five days’ prior written notice thereof and shall have
        promptly filed appropriate amendments to all previously filed financing
        statements or continuation statements. Promptly upon such filing, the Seller
        or
        the Servicer, as the case may be, shall deliver an Opinion of Counsel in
        form
        and substance reasonably satisfactory to the Insurer, stating either (A)
        all
        financing statements and continuation statements have been executed and filed
        that are necessary fully to preserve and protect the interest of the Trust
        and
        the Trust Collateral Agent in the Receivables, and reciting the details of
        such
        filings or referring to prior Opinions of Counsel in which such details are
        given, or (B) no such action shall be necessary to preserve and protect such
        interest.

       

      (c)   Each
        of
        the Seller and the Servicer shall have an obligation to give the Insurer,
        the
        Owner Trustee, the Trust Collateral Agent and the Trustee at least 60 days’
prior written notice of any relocation of its principal executive office
        or
        jurisdiction of organization if, as a result of such relocation, the applicable
        provisions of the UCC would require the filing of any amendment of any
        previously filed financing or continuation statement or of any new financing
        statement and shall promptly file any such amendment or new financing statement.
        The Servicer shall at all times maintain (i) each office from which it shall
        service Receivables within the United States of America or Canada, and (ii)
        its
        principal executive office within the United States of America.

       

      (d)   The
        Servicer shall maintain accounts and records as to each Receivable accurately
        and in sufficient detail to permit (i) the reader thereof to know at any
        time
        the status of such Receivable, including payments and recoveries made and
        payments owing (and the nature of each) and (ii) reconciliation between payments
        or recoveries on (or with respect to) each Receivable and the amounts from
        time
        to time deposited in the Collection Account in respect of such
        Receivable.

       

      (e)   The
        Servicer shall maintain its computer systems so that, from and after the
        time of
        sale under this Agreement of the Receivables to the Trust, the Servicer’s master
        computer records (including any backup archives) that refer to a Receivable
        shall indicate clearly the interest of the Trust in such Receivable and that
        such Receivable is owned by the Trust. Indication of the Trust’s interest in a
        Receivable shall be deleted from or modified on the Servicer’s computer systems
        when, and only when, the related Receivable shall have been paid in full
        or
        repurchased.

       


      
        
           

        

        
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      (f)   If
        at any
        time the Seller or the Servicer shall propose to sell, grant a security interest
        in or otherwise transfer any interest in automotive receivables to any
        prospective purchaser, lender or other transferee, the Servicer shall give
        to
        such prospective purchaser, lender or other transferee computer tapes, records
        or printouts (including any restored from backup archives) that, if they
        shall
        refer in any manner whatsoever to any Receivable, shall indicate clearly
        that
        such Receivable has been sold and is owned by the Trust.

       

      (g)   Upon
        request, the Servicer shall furnish to the Insurer, the Owner Trustee or
        to the
        Trustee, within five Business Days, a list of all Receivables (by contract
        number and name of Obligor) then held as part of the Trust, together with
        a
        reconciliation of such list to the Schedule of Receivables and to each of
        the
        Servicer’s Certificates furnished before such request indicating removal of
        Receivables from the Trust.

       

      (h)   UACC
        shall deliver to the Insurer, the Backup Servicer, the Owner Trustee and
        the
        Trustee:

       

      (1) promptly
        after the execution and delivery of this Agreement and, if required pursuant
        to
        Section 12.1, of each amendment, an Opinion of Counsel in form and substance
        reasonably satisfactory to the Insurer, stating that, in the opinion of such
        Counsel, either (A) all financing statements and continuation statements
        have
        been executed and filed that are necessary fully to preserve and protect
        the
        interest of the Trust and the Trustee in the Receivables, and reciting the
        details of such filings or referring to prior Opinions of Counsel in which
        such
        details are given, or (B) no such action shall be necessary to preserve and
        protect such interest; and

       

      (2) within
        90
        days after the beginning of each calendar year beginning with the first calendar
        year beginning more than three months after the Cutoff Date, an Opinion of
        Counsel, in form and substance reasonably satisfactory to the Insurer, dated
        as
        of a date during such 90-day period, stating that, in the opinion of such
        counsel, either (A) all financing statements and continuation statements
        have
        been executed and filed that are necessary fully to preserve and protect
        the
        interest of the Trust and the Trustee in the Receivables, and reciting the
        details of such filings or referring to prior Opinions of Counsel in which
        such
        details are given, or (B) no such action shall be necessary to preserve and
        protect such interest.

       

      Each
        Opinion of Counsel referred to in clause (1) or (2) above shall specify any
        action necessary (as of the date of such opinion) to be taken in the following
        year to preserve and protect such interest.

       

      SECTION
        12.3.   Notices.
        All
        demands, notices and communications upon or to the Seller, the Servicer,
        the
        Owner Trustee, the Trustee, the Insurer or the Rating Agencies under this
        Agreement shall be in writing, personally delivered, or mailed by certified
        mail, return receipt requested, federal express or similar overnight courier
        service, and shall be deemed to have been duly given upon receipt

       


      
        
           

        

        
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                (a)

              	
                in
                  the case of the Seller to UPFC Auto Financing Corporation, 860
                  W Airport
                  Freeway, Suite 702, Hurst, Texas, 76054, Attention: David J. Carlton,
                  with
                  a copy to the Servicer at the address set forth
                  below;

              


      

       

      
        	 	
                (b)

              	
                in
                  the case of the Servicer to United Auto Credit Corporation, 18191
                  Von
                  Karman Avenue, Suite 300, Irvine, California 92612, Attention:
                  Arash
                  Khazei;

              


      

       

      
        	 	
                (c)

              	
                in
                  the case of the Trust or the Owner Trustee, at the Corporate Trust
                  Office
                  of the Owner Trustee;

              


      

       

      
        	 	
                (d)

              	
                in
                  the case of the Trustee, the Backup Servicer, the Collateral Agent
                  or the
                  Trust Collateral Agent, at the Corporate Trust
                  Office;

              


      

       

      
        	 	
                (e)

              	
                in
                  the case of the Designated Backup Subservicer, to CentreOne Financial
                  Services LLC, 190 Jim Moran Boulevard, Deerfield Beach, Florida
                  33442,
                  Attention: President;

              


      

       

      
        	 	
                (f)

              	
                in
                  the case of the Insurer, Ambac Assurance Corporation, One State
                  Street
                  Plaza, New York, New York 10004, Attention: Structured Finance
                  Department
                  - ABS (in each case in which notice or other communication to the
                  Insurer
                  refers to a claim on the Note Policy, a Deficiency Notice pursuant
                  to
                  Section 5.5 of this Agreement or with respect to which failure
                  on the part
                  of the Insurer 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 the General Counsel and shall be marked
                  to
                  indicate “URGENT MATERIAL
                  ENCLOSED”);

              


      

       

      
        	 	
                (g)

              	
                in
                  the case of Moody’s, to Moody’s Investors Service, Inc., ABS Monitoring
                  Department, 99 Church Street, New York, New York 10007; and
                  

              


      

       

      
        	 	
                (h)

              	
                in
                  the case of Standard & Poor’s, to Standard & Poor’s Ratings Group,
                  55 Water Street, New York, New York 10041, Attention: Asset Backed
                  Transaction Oversight Department,
                  servicer_reports@sandp.com

              


      

       

      Any
        notice required or permitted to be mailed to a Holder shall be given by first
        class mail, postage prepaid, at the address of such Holder as shown in the
        Note
        Register. Any notice so mailed within the time prescribed in the Agreement
        shall
        be conclusively presumed to have been duly given, whether or not the Holder
        shall receive such notice.

       


      
        
           

        

        
          80

          
            

          

        

        
           

        

      


      SECTION
        12.4.   Assignment.
        This
        Agreement shall inure to the benefit of and be binding upon the parties hereto
        and their respective successors and permitted assigns. Notwithstanding anything
        to the contrary contained herein, except as provided in Sections 7.4 and
        8.4 and
        as provided in the provisions of this Agreement concerning the resignation
        of
        the Servicer, this Agreement may not be assigned by the Seller or the Servicer
        without the prior written consent of the Owner Trustee, the Trust Collateral
        Agent, the Backup Servicer, the Designated Backup Subservicer, the Trustee
        and
        the Insurer (or if an Insurer Default shall have occurred and be continuing
        the
        Holders of Notes evidencing not less than 66-2/3% of the principal amount
        of the
        outstanding Notes).

       

      SECTION
        12.5.   Limitations
        on Rights of Others.
        The
        provisions of this Agreement are solely for the benefit of the parties hereto,
        the Trustee, the Insurer and the Holders, as third-party beneficiaries. The
        Insurer and its successors and assigns shall be a third-party beneficiary
        to the
        provisions of this Agreement, and shall be entitled to rely upon and directly
        enforce such provisions of this Agreement so long as no Insurer Default shall
        have occurred and be continuing. Except as expressly stated otherwise herein,
        any right of the Insurer to direct, appoint, consent to, approve of, or take
        any
        action under this Agreement, shall be a right exercised by the Insurer in
        its
        sole and absolute discretion. The Insurer may disclaim any of its rights
        and
        powers under this Agreement (but not its duties and obligations under the
        Note
        Policy) upon delivery of a written notice to the Owner Trustee. Nothing in
        this
        Agreement, whether express or implied, shall be construed to give to any
        other
        Person any legal or equitable right, remedy or claim in the Owner Trust Estate
        or under or in respect of this Agreement or any covenants, conditions or
        provisions contained herein.

       

      SECTION
        12.6.   Severability.
        Any
        provision of this Agreement that is prohibited or unenforceable in any
        jurisdiction shall, as to such jurisdiction, be ineffective to the extent
        of
        such prohibition or unenforceability without invalidating the remaining
        provisions hereof, and any such prohibition or unenforceability in any
        jurisdiction shall not invalidate or render unenforceable such provision
        in any
        other jurisdiction.

       

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

       

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

       

      SECTION
        12.9.   Governing
        Law.
        THIS
        AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND THIS AGREEMENT AND ALL
        MATTERS ARISING OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT SHALL BE,
        GOVERNED BY, THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS
        CONFLICT OF LAW PROVISIONS (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE
        NEW
        YORK GENERAL OBLIGATIONS LAW).

       

      SECTION
        12.10.   Assignment
        to Trustee.
        The
        Seller hereby acknowledges and consents to any mortgage, pledge, assignment
        and
        grant of a security interest by the Trust to the Trust Collateral Agent pursuant
        to the Indenture for the benefit of the Holders of all right, title and interest
        of the Trust in, to and under the Receivables listed in Schedule A hereto
        and/or
        the assignment of any or all of the Trust’s rights and obligations hereunder to
        the Trust Collateral Agent.

       


      
        
           

        

        
          81

          
            

          

        

        
           

        

      


      SECTION
        12.11.   Nonpetition
        Covenants.

       

      (a)   Notwithstanding
        any prior termination of this Agreement, the Servicer, Backup Servicer,
        Designated Backup Subservicer and the Seller shall not, prior to the date
        which
        is one year and one day after the termination of this Agreement with respect
        to
        the Trust, acquiesce, petition or otherwise invoke or cause the Trust to
        invoke
        the process of any court or government authority for the purpose of commencing
        or sustaining a case against the Trust under any federal or state bankruptcy,
        insolvency or similar law or appointing a receiver, liquidator, assignee,
        trustee, custodian, sequestrator or other similar official of the Trust or
        any
        substantial part of its property, or ordering the winding up or liquidation
        of
        the affairs of the Trust.

       

      (b)   Notwithstanding
        any prior termination of this Agreement, the Servicer, Backup Servicer,
        Designated Backup Subservicer shall not, prior to the date that is one year
        and
        one day after the termination of this Agreement with respect to the Seller,
        acquiesce to, petition or otherwise invoke or cause the Seller to invoke
        the
        process of any court or government authority for the purpose of commencing
        or
        sustaining a case against the Seller under any federal or state bankruptcy,
        insolvency or similar law, appointing a receiver, liquidator, assignee, trustee,
        custodian, sequestrator, or other similar official of the Seller or any
        substantial part of its property, or ordering the winding up or liquidation
        of
        the affairs of the Seller.

       

      SECTION
        12.12.   Limitation
        of Liability of Owner Trustee and Trustee.

       

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

       

      (b)   Notwithstanding
        anything contained herein to the contrary, this Agreement has been executed
        and
        delivered by Deutsche Bank Trust Company Americas, not in its individual
        capacity but solely as Trust Collateral Agent and Backup Servicer and in
        no
        event shall Deutsche Bank Trust Company Americas, have any liability for
        the
        representations, warranties, covenants, agreements or other obligations of
        the
        Trust hereunder or in any of the certificates, notices or agreements delivered
        pursuant hereto, as to all of which recourse shall be had solely to the assets
        of the Trust.

       

      (c)   In
        no
        event shall Deutsche Bank Trust Company Americas, in any of its capacities
        hereunder, be deemed to have assumed any duties of the Owner Trustee under
        the
        Delaware Statutory Trust Statute, common law, or the Trust
        Agreement.

       


      
        
           

        

        
          82

          
            

          

        

        
           

        

      


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

       

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

       

      SECTION
        12.15.   Benefits
        of Sale and Servicing Agreement.
        The
        Insurer and its successors and assigns shall be a third-party beneficiary
        to the
        provisions of this Sale and Servicing Agreement, and shall be entitled to
        rely
        upon and directly enforce such provisions of this Sale and Servicing Agreement
        so long as no Insurer Default shall have occurred and be
        continuing.

       

      SECTION
        12.16.   State
        Business Licenses.
        The
        Servicer or the Certificateholder shall prepare and instruct the Trust to
        file
        each state business license (and any renewal thereof) required to be filed
        under
        applicable state law without further consent or instruction from the Instructing
        Party (as defined in the Trust Agreement), including a Sales Finance Company
        Application (and any renewal thereof) with the Pennsylvania Department of
        Banking, Licensing Division, and a Financial Regulation Application (and
        any
        renewal thereof) with the Maryland Department of Labor, Licensing and
        Regulation.

       

      SECTION
        12.17.   Additional
        Liability.  In
        no
        event shall the Trustee, the Trust Collateral Agent, the Collateral Agent,
        the
        Backup Servicer and the Designated Backup Subservicer, including in its capacity
        as successor Servicer or subservicer of the Servicer, be liable for any
        indirect, special, punitive or consequential loss or damage of any kind
        whatsoever, including, but not limited to, lost profits, even if the Trustee,
        the Trust Collateral Agent, the Collateral Agent, the Backup Servicer and
        the
        Designated Backup Subservicer, including in its capacity as successor Servicer
        or subservicer of the Servicer, have been advised of the likelihood of such
        loss
        or damage and regardless of the form of action.

       

      In
        no
        event shall the Trustee, the Trust Collateral Agent, the Collateral Agent,
        the
        Backup Servicer and the Designated Backup Subservicer, including in its capacity
        as successor Servicer or subservicer of the Servicer, be liable for any failure
        or delay in the performance of its obligations hereunder because of
        circumstances beyond its control, including, but not limited to, acts of
        God,
        flood, war (whether declared or undeclared), terrorism, fire, riot, embargo,
        government action, including any laws, ordinances, regulations, governmental
        action or the like which delay, restrict or prohibit the providing of the
        services contemplated by this Agreement.

       


      
        
           

        

        
          83

          
            

          

        

        
           

        

      


      SECTION
        12.18.   Intent
        of the Parties; Reasonableness.
        The
        Seller, Servicer and the Trust acknowledge and agree that the purpose of
        Article
        Four of this Agreement is to facilitate compliance by the Trust and the
        Depositor with the provisions of Regulation AB and related rules and regulations
        of the Commission. 

      


      Neither
        the Servicer nor the Trust shall exercise its right to request delivery of
        information or other performance under these provisions other than in good
        faith, or for purposes other than compliance with the Securities Act, the
        Exchange Act and the rules and regulations of the Commission thereunder (or
        the
        provision in a private offering of disclosure comparable to that required
        under
        the Securities Act). The Servicer acknowledges that interpretations of the
        requirements of Regulation AB may change over time, whether due to interpretive
        guidance provided by the Commission or its staff, consensus among participants
        in the asset-backed securities markets, advice of counsel, or otherwise,
        and
        agrees to comply with requests made by the Trust in good faith for delivery
        of
        information under these provisions on the basis of evolving interpretations
        of
        Regulation AB. In connection
        with this transaction, the Servicer shall cooperate fully with the Trust
        to
        deliver to the Trust any and all statements, reports, certifications, records
        and any other information necessary in the good faith determination of the
        Trust
        to permit the Trust to comply with the provisions of Regulation AB, together
        with such disclosures relating to the Servicer, any Subservicer and the
        Receivables, or the servicing of the Receivables, reasonably believed by
        the
        Trust to be necessary in order to effect such compliance.

      


      The
        Trust
        shall cooperate with the Servicer by providing timely notice of requests
        for
        information under these provisions and by reasonably limiting such requests
        to
        information required, in the reasonable judgment of the Trust to comply with
        Regulation AB.

      


      


      


      [Remainder
        of page intentionally left blank.]

       

      


       


      
        
           

        

        
          84

          
            

          

        

        
           

        

      


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

       

      UPFC
        AUTO
        RECEIVABLES TRUST 2007-B

       

      By:
        WELLS
        FARGO DELAWARE
        TRUST


      COMPANY,
        not in
        its individual capacity but 

      solely
        as
        Owner Trustee on behalf of the Trust

       

      By:
        ________________________

      Name:

      Title:

       

      UPFC
        AUTO
        FINANCING CORPORATION, Seller

      
         

        By:
          ________________________

        Name:
          David J. Carlton

        Title:
          Senior Vice President

         

      

      UNITED
        AUTO CREDIT CORPORATION, Servicer

      
         

        By:
          ________________________

        Name:
          Mario Radrigan

      

      Title:
        Executive Vice President


       

      DEUTSCHE
        BANK TRUST COMPANY AMERICAS,

       

      not
        in
        its individual capacity but solely as Trust

      Collateral
        Agent and Backup Servicer 

      
         

        By:
          ________________________

        Name:

        Title:

      

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      CENTERONE
        FINANCIAL SERVICES LLC, 

      Designated
        Backup Subservicer

      
         

        By:
          ________________________

        Name:

        Title:

      

      


       

      [Sale
        and
        Serivicing Agreement]

      
        
          
          

        

        
           

          
            

          

        

        
           

        

      

       

      SCHEDULE
        A

       

      SCHEDULE
        OF RECEIVABLES

       

      


      
        
           

        

        
          Sch-A-1

          
            

          

        

        
           

        

      

       

      SCHEDULE
        B

       

      Location
        of Receivables Files

      


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

      


      The
        Receivables are located at the offices of the Servicer listed
        below.

       

      18191
        Von
        Karman Avenue, Suite 300

      Irvine,
        California 92612


      
        
           

        

        
          Sch-B-1

          
            

          

        

        
           

        

      


      SCHEDULE
        C

       

      Schedule
        of Servicer’s Representations

      


      Representations
        and Warranties Regarding the Receivables:

      


      1. Security
        Interest in Financed Vehicle.
        To the
        extent that the transfer under this Agreement is deemed to be other than
        a sale,
        this Agreement, and all filings under this Agreement, creates a valid and
        continuing security interest (as defined in the applicable UCC) in the
        Receivables in favor of the Trust, which security interest (as pledged by
        the
        Trust to the Trust Collateral Agent pursuant to the Indenture) is prior to
        all
        other Liens, and is enforceable as such as against creditors of and purchasers
        from the Seller. The Trust owns and has good and marketable title to the
        Receivables free and clear of any Lien (other than the Lien in favor of the
        Trust Collateral Agent), claim or encumbrance of any Person.

      


      2. All
        Filings Made.
        The
        Trust has taken all steps necessary to perfect the Trust Collateral Agent’s
        security interest in the property securing the Receivables, provided that,
        if
        not done as of the Closing Date, the Trust will cause, within ten days of
        the
        Closing Date, the filing of all appropriate financing statements in the proper
        filing office in the State of Delaware under applicable law in order to perfect
        the security interest in the Receivables granted to the Trust Collateral
        Agent
        under the Indenture.

      


      3. No
        Impairment.
        The
        Trust has not done anything to convey any right to any Person that would
        result
        in such Person having a right to payments due under the Receivable or otherwise
        to impair the rights of the Insurer, the Trustee, the Trust Collateral Agent
        and
        the Holders in any Receivable or the proceeds thereof. Other than the security
        interest granted to the Trust Collateral Agent pursuant to the Indenture,
        the
        Trust has not pledged, assigned, sold, granted a security interest in, or
        otherwise conveyed any of the Receivables. The Trust has not authorized the
        filing of and is not aware of any financing statements against the Trust
        that
        include a description of collateral covering the Receivables other than any
        financing statement relating to the security interest granted to the Trust
        Collateral Agent hereunder or that has been terminated. The Trust is not
        aware
        of any judgment or tax lien filings against it. The Receivables do not have
        any
        marks or notations indicating that they have been pledged by the Seller to
        any
        person other than the Trust.

      


      4. Chattel
        Paper.
        The
        Receivables constitute tangible chattel paper within the meaning of the
        applicable UCC as in effect in the States of California, Florida, New York,
        Delaware, Nevada and Minnesota.

      


      5. Good
        Title.
        Immediately prior to the pledge of the Receivables to the Trust Collateral
        Agent
        pursuant to the Indenture, the Trust was the sole owner thereof and had good
        and
        indefeasible title thereto, free of any Lien and, upon execution and delivery
        of
        this Agreement, the Trust shall have good and indefeasible title to and will
        be
        the sole owner of such Receivables, free of any Lien. No Dealer or Third-Party
        Lender has a participation in, or other right to receive, proceeds of any
        Receivable. The Trust has not taken any action to convey any right to any
        Person
        that would result in such Person having a right to payments received under
        the
        related Insurance Policies or the related Dealer Agreements, Auto Loan Purchase
        and Sale Agreements, Dealer Assignments or Third-Party Lender Assignments
        or to
        payments due under such Receivables.

      


      
        
           

        

        
          Sch-C-1

          
            

          

        

        
           

        

      

      6. Possession
        of Original Copies.
        The
        Servicer, as custodian on behalf of the Trust, has in its possession all
        original copies of the contracts that constitute or evidence the
        Receivable.

       

      
        
           

        

        
          Sch-C-2

          
            

          

        

        
           

        

      

      SCHEDULE
        D

       

      TERMS
        AND
        CONDITIONS OF

      DESIGNATED
        BACKUP SUBSERVICER

       

      


      In
        the
        event that the Backup Servicer shall be appointed the successor Servicer
        or
        CenterOne shall be appointed the successor Servicer or as subservicer of
        the
        Servicer, the following terms, conditions, and modifications to the Sale
        and
        Servicing Agreement shall apply; provided,
        that
        all modifications made to the Sale and Servicing Agreement on behalf of
        CenterOne shall apply to the Backup Servicer unless otherwise
        noted:

      


      Upon
        the
        notice to CenterOne that it shall be appointed as Servicer or subservicer,
        CenterOne shall develop a reasonable transition plan and shall be granted
        a
        reasonable period of time, which shall not exceed 90 days, to implement such
        plan and assume the obligations of the Servicer and the servicing of the
        Receivables in accordance with its customary servicing procedures, including
        a
        reasonable period of time to hire required personnel, load and configure
        the
        necessary information onto its computer systems, establish necessary cash
        management procedures, locate and contact the obligors to redirect payments,
        and
        any other transition related item required or reasonably necessary to perform
        its obligations as Servicer or subservicer. 

       

      CenterOne
        shall service the Receivables in its own name from centralized locations
        using
        its own personnel and properties and shall have no liability arising from
        or
        responsibility for the personnel or properties of any other or predecessor
        Servicer. All powers, rights and authorities granted to the Servicer are
        hereby
        granted to CenterOne and each of its Affiliates and agents as are necessary,
        appropriate or convenient to perform its functions as Servicer or subservicer.
        If CenterOne shall be a subservicer, the Servicer shall deliver to CenterOne
        copies of all information delivered to or by it in its capacity as Servicer,
        and
        CenterOne’s obligations and liabilities shall be solely to the Servicer and not
        to any other party or Person. Any provision requiring CenterOne to use best
        efforts shall require only reasonable efforts with respect thereto.

      


      The
        level
        of servicing performance provided by CenterOne is based on and subject to
        CenterOne maintaining an average of not greater than 375 collection accounts
        per
        dedicated full-time equivalent collection associate, together with attendant
        supervisory personnel ratios in accordance with CenterOne's customary servicing
        policies. In the event that the Controlling Party desires to decrease the
        minimum average number of accounts per dedicated full-time equivalent servicing
        associate, the Base Servicing Fee and Supplemental Servicing Fee or other
        compensation to CenterOne will be adjusted by the mutual agreement of CenterOne
        and the Controlling Party. In the event that CenterOne is appointed Servicer
        or
        subservicer to the Servicer, its obligations under the Agreement as Designated
        Backup Subservicer shall terminate and CenterOne shall be under no obligation
        to
        appoint a successor Designated Backup Subservicer.

       

      “Base
        Servicing Fee” means, with respect to CenterOne as Servicer or subservicer, with
        respect to any Collection Period, the sum of (1) the aggregate for each
        Receivable of the greater of (a) the Servicing Fee Rate times the Principal
        Balance of that Receivable as of the opening of business on the first day
        of
        such Collection Period times one twelfth and (b) $15.00, but not less than
        $5,000 and (2) the expenses of CenterOne incurred in that Collection
        Period.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      “Additional
        Base Servicing Fee” means, the excess, if any, of the Base Servicing Fee
        calculated using $20.00 in clause (b) of the definition thereof over the
        Base
        Servicing Fee calculated using $15.00 in clause (b) thereof. The Additional
        Base
        Servicing Fee will be paid pursuant to clause (x) of Section 5.7(b) of the
        Agreement.

       

      Sections
        3.3 and 3.4(k) shall not apply to CenterOne.

      


      Notwithstanding
        anything to the contrary in this Agreement, CenterOne shall not be required
        to
        service the Receivables in accordance with the second sentence of Section
        4.1 or
        the Credit and Collection Policy, but rather CenterOne shall service the
        Receivables with reasonable care, using that degree of skill and attention
        that
        CenterOne exercises with respect to all comparable automobile receivables
        that
        it services for itself and others. CenterOne shall have no obligation to
        monitor
        the status of any Insurance Policy.

      


      Notwithstanding
        Section 4.1(a), CenterOne shall not be required to engage an accounting firm
        to
        complete an operational audit or to deliver other internal or third party
        audits
        to the Insurer or any other Person.

      


      Notwithstanding
        Section 4.2(a) or any other provision of the Basic Documents, CenterOne shall
        have no responsibility or obligation with respect to any Dealer Agreement
        or
        Dealer Assignment, and shall have no obligation to enforce any provisions
        of
        those agreements.

      


      CenterOne
        shall have no obligation or purchase any Receivables pursuant to Section
        4.2(c)
        or any other provision of the Basic Documents; provided,
        however,
        that
        CenterOne shall indemnify the Trust in an amount equal to the outstanding
        principal balance of the applicable Receivable or Receivables plus accrued
        and
        unpaid interest thereon which would have otherwise been repurchased pursuant
        to
        Section 4.2(c); provided,
        further,
        that
        any future payments made on such Receivable or Receivables and any proceeds
        with
        respect to such Receivables, including any Liquidation Proceeds with respect
        to
        the related Financed Vehicles, shall be used to reimburse CenterOne for any
        such
        indemnities paid pursuant to this clause. 

      


      Notwithstanding
        Section 4.3(a) or any other provision of the Basic Documents, CenterOne shall
        have no obligation to pursue any Dealer to realize upon a Receivable, and
        the
        reimbursement of CenterOne’s fees and expenses incurred in repossessing,
        liquidating or repairing a Financed Vehicle will not be limited to the cash
        proceeds of such Financed Vehicle and shall be reimbursed on a monthly basis
        similar to other expenses of CenterOne. In the event that CenterOne shall
        pay
        any personal property taxes assessed on repossessed Financed Vehicles, it
        shall
        be entitled to reimbursement of such amount on a monthly basis similar to
        other
        expenses of CenterOne. Notwithstanding the foregoing, reimbursements under
        this
        paragraph shall be limited to Liquidation Proceeds received in the
        aggregate.

      


      Section
        4.3(b), (c), (d) and (e) shall not apply to CenterOne.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      
 

      Annually
        and upon the occurrence of a Level 2 Trigger Event, the Designated Backup
        Subservicer shall be required to: (1) conduct a site visit at UACC’s main office
        and (2) refresh its data mapping of the servicing system.

      


      Within
        5
        Business Days after receiving notice from the Servicer of the occurrence
        of a
        Level 3 Trigger Event, the Designated Backup Subservicer shall provide to
        UACC
        revised payment instructions.

      


      Section
        4.4(a) and (e) shall not apply to CenterOne. Notwithstanding Section 4.4(d),
        in
        the event that CenterOne shall sue to enforce or collect upon any Insurance
        Policy and it is held that CenterOne may not enforce an Insurance Policy
        on the
        grounds that it is not a real party in interest or a holder entitled to enforce
        the Insurance Policy, any action taken by the Owner Trustee, the Trust
        Collateral Agent or any other person to enforce such Insurance Policy shall
        be
        the expense of the Trust and not the expense of CenterOne, CenterOne being
        entitled to reimbursement for any such expenses.

      


      Section
        4.5(b) shall not apply to CenterOne.

      


      Section
        4.6(b) shall not apply to CenterOne.

      


      Notwithstanding
        Section 4.8 or any other provision of the Basic Documents, CenterOne shall
        be
        entitled to reimbursement for the expense incurred by it in connection with
        its
        activities under the Sale and Servicing Agreement, including taxes (other
        than
        taxes on its own income) and expenses incurred in connection with distributions
        and reports made by the Servicer as described in Exhibit A to this Schedule
        D.
        CenterOne shall not be liable for any of the fees and expenses of the Owner
        Trustee, the Collateral Agent, the Backup Servicer, the Designated Backup
        Subservicer, the Trust Collateral Agent, the Trustee, the Collateral Agent,
        any
        Independent Accountant or any other Person other than its
        personnel.

      


      Notwithstanding
        Sections 4.10, 4.11, 4.12, 8.5, 12.18 or any other provisions of the Agreement,
        CenterOne shall have no obligation or liability with respect to or have any
        obligation to cause any Person other than CenterOne and the Subservicers
        and
        Subcontractors retained by it to perform its servicing duties under the
        Agreement to deliver any information, report, certification, accountant’s letter
        or attestation or other material specified in Sections 4.10, 4.11, 4.12,
        8.5,
        12.18 or any other provisions of the Agreement requiring such compliance
        with
        Regulation AB, and in connection with any remaining obligation of CenterOne
        in
        connection therewith, CenterOne shall only be required to use reasonable
        efforts
        to obtain or supply such material and shall be entitled to additional reasonable
        compensation therefore, including reimbursement of its out-of-pocket expenses
        in
        connection therewith.

       

      With
        respect to the annual independent accountants report pursuant to Section
        4.11,
        the report (A) shall relate only to the Receivables and CenterOne’s servicing of
        those Receivables, (B) the fees and expenses related thereto shall be
        reimbursable expenses of CenterOne, and (C) the independence of the accountants
        will be with respect to only CenterOne and its affiliates, not the Seller
        or
        UACC.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      Notwithstanding
        Section 5.1 or any other provision of the Basic Documents, CenterOne shall
        have
        no obligation or liability for failure to direct the form of investment in
        any
        account, establish any new Trust Account or notify any party if a Trust Account
        shall not be an Eligible Trust Account.

      


      Section
        5.7(d) shall not apply to CenterOne.

      


      CenterOne
        hereby makes the representation and warranty in Section 8.1(b); provided,
        that
        such representation and warranty in Section 8.1(b) shall be limited to those
        licenses and approvals the failure of which to maintain would have a material
        adverse effect on the ability of CenterOne to perform its obligations under
        the
        Agreement, and the representation and warranty contained in Section 8.1(g)(D)
        shall not apply to CenterOne.

       

      CenterOne
        shall have no obligation or liability under Section 8.2(c). 

       

      Notwithstanding
        Section 8.6, in the event that (a) CenterOne is removed as Servicer or
        subservicer of the Servicer unless a Servicer Termination Event with respect
        to
        CenterOne has occurred and is continuing or (b) all or substantially all
        of the
        Receivables are sold by the trust in connection with an Event of Default,
        CenterOne shall be entitled to a termination fee, immediately payable in
        cash as
        part of the Base Servicing Fee, in an amount equal to six times the average
        monthly fee of CenterOne over the preceding four Collection
        Periods.

      


      Notwithstanding
        Section 9.1, in the event that CenterOne shall be appointed the successor
        Servicer or subservicer of the Servicer, each of, and solely, the following
        shall constitute a “Servicer
        Termination Event”
with
        respect to CenterOne:

       

      
        	 	
                1.

              	
                Any
                  failure by CenterOne to deposit to the Collection Account any amount
                  required to be deposited therein that continues unremedied for
                  a period of
                  two Business Days after written notice thereof shall have been
                  given to
                  CenterOne by the Trustee or the
                  Insurer.

              


      

       

      
        	 	
                2.

              	
                Failure
                  by CenterOne to deliver to the Trust Collateral Agent and (so long
                  as an
                  Insurer Default shall not have occurred and be continuing) the
                  Insurer the
                  Servicer’s Certificate by the Determination Date that continues unremedied
                  for a period of two Business Days;

              


      

       

      
        	 	
                3.

              	
                Failure
                  on the part of CenterOne duly to observe or perform any other covenants
                  or
                  agreements of CenterOne set forth in this Agreement which failure
                  (i) materially and adversely affects the rights of Holders
                  (determined without regard to the availability of funds under the
                  Note
                  Policy), or of the Insurer (unless an Insurer Default shall have
                  occurred
                  and be continuing), and (ii) continues unremedied for a period
                  of 30 days
                  after the earlier of (x) knowledge thereof by CenterOne, or (y)
                  the date
                  on which written notice of such failure, requiring the same to
                  be
                  remedied, shall have been given to CenterOne by the Trust Collateral
                  Agent
                  or the Insurer (or, if an Insurer Default shall have occurred and
                  be
                  continuing, by any Noteholder);

              


      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
        	 	
                4.

              	
                The
                  entry of a decree or order for relief by a court or regulatory
                  authority
                  having jurisdiction in respect of CenterOne in an involuntary case
                  under
                  the federal bankruptcy laws, as now or hereafter in effect, or
                  another
                  present or future, federal bankruptcy, insolvency or similar law,
                  or
                  appointing a receiver, liquidator, assignee, trustee, custodian,
                  sequestrator or other similar official of CenterOne or of any substantial
                  part of its property or ordering the winding up or liquidation
                  of the
                  affairs of CenterOne and the continuance of any such decree or
                  order
                  unstayed and in effect for a period of 60 consecutive days or the
                  commencement of an involuntary case under the federal bankruptcy
                  laws, as
                  now or hereinafter in effect, or another present or future federal
                  or
                  state bankruptcy, insolvency or similar law and such case is not
                  dismissed
                  within 60 days;

              


      

       

      
        	 	
                5.

              	
                The
                  commencement by CenterOne of a voluntary case under the federal
                  bankruptcy
                  laws, as now or hereafter in effect, or any other present or future,
                  federal or state, bankruptcy, insolvency or similar law, or the
                  consent by
                  CenterOne to the appointment of or taking possession by a receiver,
                  liquidator, assignee, trustee, custodian, sequestrator or other
                  similar
                  official of CenterOne or of any substantial part of its property
                  or the
                  making by CenterOne of an assignment for the benefit of creditors
                  or the
                  failure by CenterOne generally to pay its debts as such debts become
                  due
                  or the taking of corporate action by CenterOne in furtherance of
                  any of
                  the foregoing; or

              


      

       

      
        	 	
                6.

              	
                Any
                  representation, warranty or statement of CenterOne made in this
                  Agreement
                  or any certificate, report or other writing delivered pursuant
                  hereto
                  shall prove to be incorrect in any material respect as of the time
                  when
                  the same shall have been made, and the incorrectness of such
                  representation, warranty or statement has a material adverse effect
                  on the
                  Trust, the Insurer or the Holders and, within 30 days after knowledge
                  thereof by CenterOne or after written notice thereof shall have
                  been given
                  to CenterOne by the Trust Collateral Agent or the Insurer (or,
                  if an
                  Insurer Default shall have occurred and be continuing, a Noteholder),
                  the
                  circumstances or condition in respect of which such representation,
                  warranty or statement was incorrect shall not have been eliminated
                  or
                  otherwise cured in all material
                  respects.

              


      

       

      


      Article
        X
        shall not apply to CenterOne.

      


      Section
        11.4(a) shall not apply to CenterOne; provided, however, that CenterOne shall
        provide any information or certificates to the Seller regarding CenterOne
        which
        the Seller is required to provide to the Commission.

       

      


       

      


      



      
        
           

        

        
          
          

          
            

          

        

        
           

        

      


      EXHIBIT
        A TO SCHEDULE D

       

      FEE
        SCHEDULE OF THE

      DESIGNATED
        BACKUP SUBSERVICER

      


      Fees

      


      Back-up
        Servicing

      

        
          	
                  Set-Up
                    Fee:

                	 	 	 	
                  $3,000

                
	 	 	 	 	 
	
                  Monthly
                    Fee:

                	 	
                  the
                    greater of

                	 	
                  1.5
                    bsp per annum or

                
	 	 	 	 	
                  $1,000

                
	 	 	 	 	 
	
                  Successor
                    Servicing

                	 	 	 	 
	 	 	 	 	 
	
                  Boarding
                    Fee/Expense

                	 	 	
                	
                  $5.00
                    per contract

                
	 	 	 	 	 
	
                  Monthly
                    Fee:

                	 	
                  the
                    greater of

                	 	
                  300
                    bsp per annum or

                
	 	 	 	 	
                  $20.00
                    per contract 

                
	 	 	 	 	 
	
                  Minimum
                    Monthly Servicing Fee:

                	 	
                	 	
                  $5,000

                


        

      

      


      PASS
        THRU EXPENSES:

      Pass
        through expenses listed include but, are not limited to the following
        items:

      


      Back-up
        Servicing

      
        	 	
                ·

              	
                Costs
                  associated with due-diligence effort, including
                  travel

              


      

      
        	 	
                ·

              	
                Legal
                  fees

              


      

      Transition
        Period Servicing -
        (items
        related to the transfer of servicing from the branch offices to CenterOne’s
        centralized approach)

      
        	 	
                ·

              	
                Travel

              


      

      
        	 	
                ·

              	
                Document
                  packaging and shipments

              


      

      
        	 	
                ·

              	
                Obligor
                  letters (welcome and good-bye) and mailing
                  costs

              


      

      Successor
        Servicing

      
        	
              	·	
                Third
                  party insurance or insurance
                  tracking

              


      

      
        	
              	·	
                Third-party
                  audit fees 

              


      

      
        	
              	·	
                Legal
                  fees

              


      

      
        	
              	·	
                Statement
                  and mailing costs

              


      

      
        	
              	·	
                Costs
                  related to repossession and liquidation processes (including the
                  replevin
                  process)

              


      

      
        	
              	·	
                Costs
                  related to the collection or preservation of active accounts (including
                  third-party skip tracing and field
                  calls)

              


      

      
        	
              	·	
                Bankruptcy
                  fees

              


      

      
        	
              	·	
                Lockbox
                  fees and bank charges

              


      

      
        	
              	·	
                Boarding
                  fee/expense

              


      


      
        
           

        

        
          
          

          
            

          

        

        
           

        

      


      


      ASSUMPTIONS:

      


      
        	 	
                ·

              	
                After
                  the transition period, all administrative fees including but, not
                  limited
                  to late fees, NSF and Phone Pay fee income will be retained by
                  CenterOne.

              


      

      
        	 	
                ·

              	
                Monthly
                  duties are limited to receiving a month-end file from UPFC and
                  comparing
                  the summarized results to the month-end servicer
                  statement/certificate.

              


      

      
        	 	
                ·

              	
                The
                  Successor Servicing fee assumes a 375 to one collection account
                  to
                  collection associate ratio. Any additional presence required would
                  need to
                  be addressed through a different fee arrangement.
                  

              


      

      
        	 	
                ·

              	
                CenterOne
                  also recognizes that $5 of the $20 minimum servicing fee may be
                  paid in a
                  later spot in waterfall.

              


      

      



      
        
           

        

        
          
          

          
            

          

        

        
           

        

      


      EXHIBIT
        A

       

      [RESERVED]

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      EXHIBIT
        B

       

      SERVICER’S
        CERTIFICATE

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      


      EXHIBIT
        C

       

      [Reserved]

       

      
        
           

        

        
          
          

          
            

          

        

        
           

        

      


      EXHIBIT
        D

       

      FORM
        OF
        REQUEST FOR RELEASE

      


      DATE:

       

      TO: 

       

      
        	
                RE:

              	
                REQUEST
                  FOR RELEASE OF DOCUMENTS

              


      

       

      In
        connection with your administration of the Receivables, we request the release
        of the Receivable File(s) described below.

       

      Agreement
        Dated:

      Series
        #:

      Loan
        #:

      Borrower
        Name(s):

      Reason
        for Document
        Request:_______________________________________________________________________________

      _______________________________________________________________________________________________________

      _______________________________________________________________________________________________________

      


       

      PLEASE
        DELIVER THE RECEIVABLE FILE(S) TO
        _________________________________________________________________

      _______________________________________________________________________________________________________

      _____

       

      “We
        hereby certify that all amounts received or to be received in connection
        with
        such payments which are required to be deposited have been deposited as provided
        in the Sale and Servicing Agreement.”

       

      ______________________

      [Name
        of
        Servicer]

      Authorized
        Signature

      ******************************************************************************

      TO
        SERVICER: Please acknowledge this request, and check off documents being
        enclosed with a copy of this form. You should retain this form for your files
        in
        accordance with the terms of the Sale and Servicing Agreement.

       

      Enclosed
        Documents: 

      


      


      Name

      _______________________

      Title

      _______________________

      Date

       


      
        
           

        

        
          
          

          
            

          

        

        
           

        

      


      EXHIBIT
        E

      


      ASSESSMENTS
        OF COMPLIANCE AND ATTESTATION REPORTS SERVICING CRITERIA1

      

        
          	
                  Reg.
                    AB Item 1122(d) Servicing Criteria

                	
                  Trust
                    Collateral Agent

                
	
                  (1) General
                    Servicing Considerations

                	 
	
                  (i) monitoring
                    performance or other triggers and events of
                    default

                	 
	
                  (ii) monitoring
                    performance of vendors of activities outsourced

                	 
	
                  (ii) maintenance
                    of back-up servicer for pool assets

                	 
	
                  (iv) fidelity
                    bond and E&O policies in effect

                	 
	
                  (2) Cash
                    Collection and Administration

                	 
	
                  (i) timing
                    of deposits to custodial account

                	 
	
                  (ii) wire
                    transfers to investors by authorized personnel

                	 
	
                  (iii) advances
                    or guarantees made, reviewed and approved as
                    required

                	 
	
                  (iv) accounts
                    maintained as required

                	 
	
                  (v) accounts
                    at federally insured depository institutions

                	 
	
                  (vi) unissued
                    checks safeguarded

                	 
	
                  (vii) monthly
                    reconciliations of accounts

                	 
	
                  (3) Investor
                    Remittances and Reporting

                	 
	
                  (i) investor
                    reports

                	 
	
                  (ii) remittances

                	 
	
                  (iii) proper
                    posting of distributions

                	 
	
                  (iv) reconciliation
                    of remittances and payment statements

                	 
	
                  (4) Pool
                    Asset Administration

                	 
	
                  (i) maintenance
                    of pool collateral

                	
                  X

                
	
                  (ii) safeguarding
                    of pool assets/documents

                	
                  X

                
	
                  (iii) additions,
                    removals and substitutions of pool assets

                	 


        

        ________________

        
          
            	*	
                    The
                      descriptions of the Item 1122(d) servicing criteria use key
                      words and
                      phrases and are not verbatim recitations of the servicing criteria.
                      Refer
                      to Regulation AB, Item 1122 for a full description of servicing
                      criteria.

                  


          

        

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

         

        
          	
                  Reg.
                    AB Item 1122(d) Servicing Criteria

                	
                  Trust
                    Collateral Agent

                
	
                  (iv) posting
                    and allocation of pool asset payments to pool
                    assets

                	 
	
                  (v) reconciliation
                    of servicer records

                	 
	
                  (vi) modifications
                    or other changes to terms of pool assets

                	 
	
                  (vii) loss
                    mitigation and recovery actions

                	 
	
                  (viii)
                    records regarding collection efforts

                	 
	
                  (ix) adjustments
                    to variable interest rates on pool assets

                	 
	
                  (x) matters
                    relating to funds held in trust for obligors

                	 
	
                  (xi) payments
                    made on behalf of obligors (such as for taxes or
                    insurance)

                	 
	
                  (xii) late
                    payment penalties with respect to payments made on behalf of
                    obligors
                    

                	 
	
                  (xiii)
                    records with respect to payments made on behalf of
                    obligors

                	 
	
                  (xiv) recognition
                    and recording of delinquencies, charge-offs and uncollectible
                    accounts

                	 
	
                  (xv) maintenance
                    of external credit enhancement or other support

                	 


        



       

      


       

      



      
        
           

        

        
          
          

          
            

          

        

        
           

        

      


      EXHIBIT
        F

       

      FORM
        OF
        ANNUAL CERTIFICATION

      


       

      
        	
              	Re:	
                The
                  Sale and Servicing Agreement dated as of
                  [           ],
                  200[ ] (the 

                “Agreement”),
                  among _____________________ (the “Seller”), 

                ______________________
                  (the “Servicer”) and 

                _______________20[__]-[_]
                  (the “Issuer”).

              


      

       

      I,
        ________________________________, the _______________________ of [NAME OF
        COMPANY] (the “Company”), certify to the Issuer and the Depositor, and their
        officers, with the knowledge and intent that they will rely upon this
        certification, that:

       

      (1) I
        have
        reviewed the servicer compliance statement of the Company provided in accordance
        with Item 1123 of Regulation AB (the “Compliance Statement”), the report on
        assessment of the Company’s compliance with the servicing criteria set forth in
        Item 1122(d) of Regulation AB (the “Servicing Criteria”), provided in accordance
        with Rules 13a-18 and 15d-18 under Securities Exchange Act of 1934, as amended
        (the “Exchange Act”) and Item 1122 of Regulation AB (the “Servicing
        Assessment”), the registered public accounting firm’s attestation report
        provided in accordance with Rules 13a-18 and 15d-18 under the Exchange Act
        and
        Section 1122(b) of Regulation AB (the “Attestation
        Report”), and all servicing reports, officer’s certificates and other
        information relating to the servicing of the Receivables by the Company during
        200[ ] that were delivered by the Company to the Issuer and the Depositor
        pursuant to the Agreement (collectively, the “Company Servicing
        Information”);

       

      (2) Based
        on
        my knowledge, the Company Servicing Information, taken as a whole, does not
        contain any untrue statement of a material fact or omit to state a material
        fact
        necessary to make the statements made, in the light of the circumstances
        under
        which such statements were made, not misleading with respect to the period
        of
        time covered by the Company Servicing Information;

       

      (3) Based
        on
        my knowledge, all of the Company Servicing Information required to be provided
        by the Company under the Agreement has been provided to the Issuer and the
        Depositor;

       

      (4) I
        am
        responsible for reviewing the activities performed by the Company as servicer
        under the Agreement, and based on my knowledge and the compliance review
        conducted in preparing the Compliance Statement and except as disclosed in
        the
        Compliance Statement, the Servicing Assessment or the Attestation Report,
        the
        Company has fulfilled its obligations under the Agreement in all material
        respects; and

       

      (5) The
        Compliance Statement required to be delivered by the Company pursuant to
        the
        Agreement, and the Servicing Assessment and Attestation Report required to
        be
        provided by the Company and by any Subservicer or Subcontractor pursuant
        to the
        Agreement, have been provided to the Issuer, the Depositor, the Insurer and
        the
        Trustees. Any material instances of noncompliance described in such reports
        have
        been disclosed to the Issuer and the Depositor. Any material instance of
        noncompliance with the Servicing Criteria has been disclosed in such
        reports.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      


       

      Date: _________________________

       

       

      By:
        ________________________

      Name:
        

      Title:

       


      
        
           

        

        
          
          

          
            

          

        

        
           

        

      


      EXHIBIT
        G

       

      


      


      SERVICING
        CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE 

      


      The
        assessment of compliance to be delivered by the Servicer, shall address,
        at a
        minimum, the criteria listed below as “Applicable Servicing Criteria” applicable
        to the Servicer:

      

        
          	
                  Reference

                	
                  Criteria

                	 
	
                   

                	
                   

                  General
                    Servicing Considerations

                	 
	
                  1122(d)(1)(i)

                	
                  Policies
                    and procedures are instituted to monitor any performance or other
                    triggers
                    and events of default in accordance with the transaction
                    agreements.

                	 
	
                  1122(d)(1)(ii)

                	
                  If
                    any material servicing activities are outsourced to third parties,
                    policies and procedures are instituted to monitor the third party’s
                    performance and compliance with such servicing activities.

                	 
	
                  1122(d)(1)(iii)

                	
                  Any
                    requirements in the transaction agreements to maintain a back-up
                    servicer
                    for the receivables are maintained.

                	 
	
                  1122(d)(1)(iv)

                	
                  A
                    fidelity bond and errors and omissions policy is in effect on
                    the party
                    participating in the servicing function throughout the reporting
                    period in
                    the amount of coverage required by and otherwise in accordance
                    with the
                    terms of the transaction agreements.

                	 
	
                   

                	
                   

                  Cash
                    Collection and Administration

                	 
	
                  1122(d)(2)(i)

                	
                  Payments
                    on receivables are deposited into the appropriate custodial bank
                    accounts
                    and related bank clearing accounts no more than two business
                    days
                    following receipt, or such other number of days specified in
                    the
                    transaction agreements.

                	 
	
                  1122(d)(2)(ii)

                	
                  Disbursements
                    made via wire transfer on behalf of an obligor or to an investor
                    are made
                    only by authorized personnel..

                	 
	
                  1122(d)(2)(iii)

                	
                  Advances
                    of funds or guarantees regarding collections, cash flows or distributions,
                    and any interest or other fees charged for such advances, are
                    made,
                    reviewed and approved as specified in the transaction
                    agreements.

                	 
	
                  1122(d)(2)(iv)

                	
                  The
                    related accounts for the transaction, such as cash reserve accounts
                    or
                    accounts established as a form of overcollateralization, are
                    separately
                    maintained (e.g., with respect to commingling of cash) as set
                    forth in the
                    transaction agreements.

                	 
	
                  1122(d)(2)(v)

                	
                  Each
                    custodial account is maintained at a federally insured depository
                    institution as set forth in the transaction agreements. For purposes
                    of
                    this criterion, “federally insured depository institution” with respect to
                    a foreign financial institution means a foreign financial institution
                    that
                    meets the requirements of Rule 13k-1(b)(1) of the Securities
                    Exchange
                    Act.

                	 
	
                  1122(d)(2)(vi)

                	
                  Unissued
                    checks are safeguarded so as to prevent unauthorized
                    access.

                	 
	
                  1122(d)(2)(vii)

                	
                  Reconciliations
                    are prepared on a monthly basis for all asset-backed securities
                    related
                    bank accounts, including custodial accounts and related bank
                    clearing
                    accounts. These reconciliations are (A) mathematically accurate;
                    (B)
                    prepared within 30 calendar days after the bank statement cutoff
                    date, or
                    such other number of days specified in the transaction agreements;
                    (C)
                    reviewed and approved by someone other than the person who prepared
                    the
                    reconciliation; and (D) contain explanations for reconciling
                    items. These
                    reconciling items are resolved within 90 calendar days of their
                    original
                    identification, or such other number of days specified in the
                    transaction
                    agreements.

                	 


        

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

         

        
          	
                  Reference

                	
                  Criteria

                	 
	
                   

                	
                   

                  Investor
                    Remittances and Reporting

                	 
	
                  1122(d)(3)(i)

                	
                  Reports
                    to investors, including those to be filed with the Commission,
                    are
                    maintained in accordance with the transaction agreements and
                    applicable
                    Commission requirements. Specifically, such reports (A) are prepared
                    in
                    accordance with timeframes and other terms set forth in the transaction
                    agreements; (B) provide information calculated in accordance
                    with the
                    terms specified in the transaction agreements; (C) are filed
                    with the
                    Commission as required by its rules and regulations; and (D)
                    agree with
                    investors’ or the trustee’s records as to the total unpaid principal
                    balance and number of receivables serviced by the
                    Servicer.

                	 
	
                  1122(d)(3)(ii)

                	
                  Amounts
                    due to investors are allocated and remitted in accordance with
                    timeframes,
                    distribution priority and other terms set forth in the transaction
                    agreements.

                	 
	
                  1122(d)(3)(iii)

                	
                  Disbursements
                    made to an investor are posted within two business days to the
                    Servicer’s
                    investor records, or such other number of days specified in the
                    transaction agreements.

                	 
	
                  1122(d)(3)(iv)

                	
                  Amounts
                    remitted to investors per the investor reports agree with cancelled
                    checks, or other form of payment, or custodial bank
                    statements.

                	 
	
                   

                	
                   

                  Pool
                    Asset Administration

                	 
	
                  1122(d)(4)(i)

                	
                  Collateral
                    or security on receivables is maintained as required by the transaction
                    agreements or related receivables documents.

                	 
	
                  1122(d)(4)(ii)

                	
                  Receivables
                    and related documents are safeguarded as required by the transaction
                    agreements

                	 
	
                  1122(d)(4)(iii)

                	
                  Any
                    additions, removals or substitutions to the asset pool are made,
                    reviewed
                    and approved in accordance with any conditions or requirements
                    in the
                    transaction agreements.

                	 
	
                  1122(d)(4)(iv)

                	
                  Payments
                    on receivables, including any payoffs, made in accordance with
                    the related
                    receivables documents are posted to the Servicer’s obligor records
                    maintained no more than two business days after receipt, or such
                    other
                    number of days specified in the transaction agreements, and allocated
                    to
                    principal, interest or other items (e.g., escrow) in accordance
                    with the
                    related receivables documents.

                	 
	
                  1122(d)(4)(v)

                	
                  The
                    Servicer’s records regarding the receivables agree with the Servicer’s
                    records with respect to an obligor’s unpaid principal
                    balance.

                	 
	
                  1122(d)(4)(vi)

                	
                  Changes
                    with respect to the terms or status of an obligor's receivables
                    (e.g.,
                    loan modifications or re-agings) are made, reviewed and approved
                    by
                    authorized personnel in accordance with usual customary
                    procedures.

                	 
	
                  1122(d)(4)(vii)

                	
                  Loss
                    mitigation or recovery actions (e.g., forbearance plans, modifications
                    and
                    deeds in lieu of foreclosure, foreclosures and repossessions,
                    as
                    applicable) are initiated, conducted and concluded in accordance
                    with
                    usual customary procedures.

                	 
	
                  1122(d)(4)(viii)

                	
                  Records
                    documenting collection efforts are maintained during the period
                    a
                    receivable is delinquent in accordance with the transaction agreements.
                    Such records are maintained on at least a monthly basis, or such
                    other
                    period specified in the transaction agreements, and describe
                    the entity’s
                    activities in monitoring delinquent receivables including, for
                    example,
                    phone calls, letters and payment rescheduling plans in cases
                    where
                    delinquency is deemed temporary (e.g., illness or
                    unemployment).

                	 
	
                  1122(d)(4)(ix)

                	
                  Adjustments
                    to interest rates or rates of return for receivables with variable
                    rates
                    are computed based on the related receivables documents.

                	 


        

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

         

        
          	
                  Reference

                	
                  Criteria

                	 
	
                  1122(d)(4)(x)

                	
                  Regarding
                    any funds held in trust for an obligor (such as escrow accounts):
                    (A) such
                    funds are analyzed, in accordance with the obligor’s receivables
                    documents, on at least an annual basis, or such other period
                    specified in
                    the transaction agreements; (B) interest on such funds is paid,
                    or
                    credited, to obligors in accordance with applicable receivables
                    documents
                    and state laws; and (C) such funds are returned to the obligor
                    within 30
                    calendar days of full repayment of the related receivables, or
                    such other
                    number of days specified in the transaction agreements.

                	 
	
                  1122(d)(4)(xi)

                	
                  Payments
                    made on behalf of an obligor (such as tax or insurance payments)
                    are made
                    on or before the related penalty or expiration dates, as indicated
                    on the
                    appropriate bills or notices for such payments, provided that
                    such support
                    has been received by the servicer at least 30 calendar days prior
                    to these
                    dates, or such other number of days specified in the transaction
                    agreements.

                	 
	
                  1122(d)(4)(xii)

                	
                  Any
                    late payment penalties in connection with any payment to be made
                    on behalf
                    of an obligor are paid from the servicer’s funds and not charged to the
                    obligor, unless the late payment was due to the obligor’s error or
                    omission.

                	 
	
                  1122(d)(4)(xiii)

                	
                  Disbursements
                    made on behalf of an obligor are posted within two business days
                    to the
                    obligor’s records maintained by the servicer, or such other number of
                    days
                    specified in the transaction agreements.

                	 
	
                  1122(d)(4)(xiv)

                	
                  Delinquencies,
                    charge-offs and uncollectible accounts are recognized and recorded
                    in
                    accordance with the transaction agreements.

                	 
	
                  1122(d)(4)(xv)

                	
                  Any
                    external enhancement or other support, identified in Item 1114(a)(1)
                    through (3) or Item 1115 of Regulation AB, is maintained as set
                    forth in
                    the transaction agreements.

                	 


        



       

      
         

        By:
          ________________________

        Name:
          

        Title: