EXECUTION
        VERSION

       

    

    
      

      

    

    SPREAD
      ACCOUNT AGREEMENT

     

    among

     

    UPFC
      AUTO
      RECEIVABLES TRUST 2007-B,

    as
      Issuing Entity,


     

    AMBAC
      ASSURANCE CORPORATION,

    as
      Insurer,


     

    and

     

    DEUTSCHE
      BANK TRUST COMPANY AMERICAS,

    as
      Trustee, as Trust Collateral Agent and as Collateral Agent

     

    Dated
      as
      of November 8, 2007

     

    
      

      

    

    
      
        
        

      

      
        
        

        
          

        

      

       

    


    TABLE
      OF
      CONTENTS


    


    
      	 	 	
              Page

            	 
	
              ARTICLE
                I

            	 
	 	 	 	 	 
	
              DEFINITIONS

            	 
	 	 	 	 	 
	
              Section
                1.01. Definitions

            	 	 	
              1

            	 
	
              Section
                1.02. Other Definitional Provisions.

            	 	 	
              4

            	 
	 	 	 	 	 
	
              ARTICLE
                II

            	 
	 	 	 	 	 
	
              THE
                SPREAD ACCOUNT AGREEMENT COLLATERAL

            	 
	 	 	 	 	 
	
              Section
                2.01. Grant of Security Interest by the Issuing Entity

            	 	 	
              5

            	 
	
              Section
                2.02. Priority

            	 	 	
              5

            	 
	
              Section
                2.03. Issuing Entity Remains Liable

            	 	 	
              5

            	 
	
              Section
                2.04. Delivery and Maintenance of Spread Account Agreement
                Collateral.

            	 	 	
              6

            	 
	
              Section
                2.05. Termination and Release of Rights.

            	 	 	
              7

            	 
	
              Section
                2.06. Non-Recourse Obligations of Issuing Entity

            	 	 	
              8

            	 
	 	 	 	 	 
	
              ARTICLE
                III

            	 
	 	 	 	 	 
	
              SPREAD
                ACCOUNT

            	 
	 	 	 	 	 
	
              Section
                3.01. Establishment of Spread Account; Initial Deposit into Spread
                Account; Maintenance of Spread Account.

            	 	 	
              8

            	 
	
              Section
                3.02. Investments.

            	 	 	
              9

            	 
	
              Section
                3.03. Payments; Priority of Payments.

            	 	 	
              10

            	 
	
              Section
                3.04. General Provisions Regarding Spread Account.

            	 	 	
              11

            	 
	
              Section
                3.05. Reports by the Collateral Agent

            	 	 	
              12

            	 
	 	 	 	 	 
	
              ARTICLE
                IV

            	 
	 	 	 	 	 
	
              THE
                COLLATERAL AGENT

            	 
	 	 	 	 	 
	
              Section
                4.01. Appointment and Powers

            	 	 	
              12

            	 
	
              Section
                4.02. Performance of Duties

            	 	 	
              12

            	 
	
              Section
                4.03. Limitation on Liability

            	 	 	
              13

            	 
	
              Section
                4.04. Reliance upon Documents

            	 	 	
              13

            	 
	
              Section
                4.05. Successor Collateral Agent.

            	 	 	
              13

            	 
	
              Section
                4.06. Indemnification

            	 	 	
              15

            	 
	
              Section
                4.07. Compensation and Reimbursement

            	 	 	
              15

            	 
	
              Section
                4.08. Representations and Warranties of the Collateral
                Agent

            	 	 	
              15

            	 
	
              Section
                4.09. Waiver of Setoffs

            	 	 	
              16

            	 
	
              Section
                4.10. Control by the Controlling Party

            	 	 	
              16

            	 
	
              Section
                4.11. Limitation of Collateral Agent Liability

            	 	 	
              16

            	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              ARTICLE
                V

            	 
	 	 	 	 	 
	
              COVENANTS
                OF THE ISSUING ENTITY

            	 
	 	 	 	 	 
	
              Section
                5.01. Preservation of Spread Account Agreement Collateral

            	 	 	
              17

            	 
	
              Section
                5.02. Notices

            	 	 	
              17

            	 
	
              Section
                5.03. Waiver of Stay or Extension Laws; Marshalling of
                Assets

            	 	 	
              17

            	 
	
              Section
                5.04. Noninterference, etc

            	 	 	
              17

            	 
	
              Section
                5.05. Issuing Entity Changes

            	 	 	
              18

            	 
	 	 	 	 	 
	
              ARTICLE
                VI

            	 
	 	 	 	 	 
	
              CONTROLLING
                PARTY; INTERCREDITOR PROVISIONS

            	 
	 	 	 	 	 
	
              Section
                6.01. Appointment of Controlling Party

            	 	 	
              18

            	 
	
              Section
                6.02. Controlling Party's Authority.

            	 	 	
              18

            	 
	
              Section
                6.03. Rights of Issuing Entity Secured Parties

            	 	 	
              19

            	 
	
              Section
                6.04. Degree of Care.

            	 	 	
              19

            	 
	 	 	 	 	 
	
              ARTICLE
                VII

            	 
	 	 	 	 	 
	
              REMEDIES
                UPON DEFAULT

            	 
	 	 	 	 	 
	
              Section
                7.01. Remedies upon a Default

            	 	 	
              20

            	 
	
              Section
                7.02. Waiver of Default

            	 	 	
              20

            	 
	
              Section
                7.03. Restoration of Rights and Remedies

            	 	 	
              20

            	 
	
              Section
                7.04. No Remedy Exclusive

            	 	 	
              21

            	 
	 	 	 	 	 
	
              ARTICLE
                VIII

            	 
	 	 	 	 	 
	
              MISCELLANEOUS

            	 
	 	 	 	 
	
              Section
                8.01. Further Assurances

            	 	 	
              21

            	 
	
              Section
                8.02. Waiver

            	 	 	
              21

            	 
	
              Section
                8.03. Amendments; Waivers

            	 	 	
              21

            	 
	
              Section
                8.04. Severability

            	 	 	
              22

            	 
	
              Section
                8.05. Nonpetition Covenant

            	 	 	
              22

            	 
	
              Section
                8.06. Notices

            	 	 	
              22

            	 
	
              Section
                8.07. Term of this Agreement

            	 	 	
              24

            	 
	
              Section
                8.08. Assignments; Third-Party Rights; Reinsurance.

            	 	 	
              24

            	 
	
              Section
                8.09. Consent of Controlling Party

            	 	 	
              25

            	 
	
              Section
                8.10. Consents to Jurisdiction

            	 	 	
              25

            	 
	
              Section
                8.11. Determination of Adverse Effect

            	 	 	
              25

            	 
	
              Section
                8.12. Compliance with Laws

            	 	 	
              25

            	 
	
              Section
                8.13. Headings

            	 	 	
              26

            	 
	
              Section
                8.14. TRIAL BY JURY WAIVED

            	 	 	
              26

            	 
	
              Section
                8.15. GOVERNING LAW

            	 	 	
              26

            	 
	
              Section
                8.16. Counterparts

            	 	 	
              26

            	 
	
              Section
                8.17. Limitation of Liability.

            	 	 	
              26

            	 


    

     

    
      
        
        

      

      
        ii

        
          

        

      

       

    


    SPREAD
      ACCOUNT AGREEMENT

    


    This
      SPREAD ACCOUNT AGREEMENT, dated as of November 8, 2007 (this "Agreement"),
      is
      among UPFC AUTO RECEIVABLES TRUST 2007-B, as issuing entity (the "Issuing
      Entity"),
      AMBAC
      ASSURANCE CORPORATION, as insurer (the "Insurer"),
      and
      DEUTSCHE BANK TRUST COMPANY AMERICAS, as trustee (in such capacity, the
      "Trustee"),
      as
      trust collateral agent (in such capacity the "Trust
      Collateral Agent")
      and as
      collateral agent (in such capacity, the "Collateral
      Agent").

    


    RECITALS

    


    WHEREAS,
      the Issuing Entity was formed pursuant to the Trust Agreement dated as of July
      19, 2007 as amended and restated as of November 8, 2007 (as amended from time
      to
      time, the "Trust
      Agreement"),
      between UPFC Auto Financing Corporation, as seller (the "Seller"),
      and
      Wells Fargo Delaware Trust Company, as owner trustee (the "Owner
      Trustee").

    


    WHEREAS,
      pursuant to a Sale and Servicing Agreement, dated as of November 1, 2007, (the
      "Sale
      and Servicing Agreement")
      among
      the Issuing Entity, the Seller, the Servicer, the Trust Collateral Agent, the
      Custodian, the Backup Servicer and the Designated Backup Subservicer, the Seller
      sold to the Issuing Entity all of its right, title and interest in and to the
      Receivables and Other Conveyed Property.

    


    WHEREAS,
      pursuant to the Indenture, dated as of November 1, 2007 (the "Indenture"),
      among
      the Issuing Entity, the Trustee and the Trust Collateral Agent, the Issuing
      Entity pledged all of its right, title and interest in and to the Collateral
      to
      the Trust Collateral Agent on behalf of the Issuing Entity Secured
      Parties.

    


    WHEREAS,
      the Issuing Entity requested that the Insurer issue the Note Policy to the
      Trustee to guarantee payment of the Insured Payments on each Distribution Date,
      in respect of the Notes.

    


    WHEREAS,
      in consideration of the issuance of the Note Policy, the Issuing Entity and
      the
      Servicer have agreed that the Insurer shall have certain rights as Controlling
      Party to the extent set forth in the Basic Documents, with respect to the
      Collateral.

    


    In
      consideration of the premises, and for other good and valuable consideration,
      the adequacy, receipt and sufficiency of which are hereby acknowledged the
      parties hereto agree as follows:

     

    ARTICLE
      I

     

    DEFINITIONS

     

    Section
      1.01. Definitions. 
      Unless
      otherwise defined in this Agreement, the following terms shall have the
      following meanings:

     

    "Collateral
      Agent"
      means,
      initially Deutsche Bank Trust Company Americas, in its capacity as collateral
      agent on behalf of the Issuing Entity Secured Parties, including its successors
      in interest, until a successor Person shall have become the Collateral Agent
      pursuant to Section 4.05 and thereafter "Collateral Agent" shall mean such
      successor Person.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    "Collateral
      Agent Fee"
      means
      as designated in the fee letter between Collateral Agent and UACC.

     

    "Controlling
      Party"
      means
      the Person designated as the Controlling Party at such time pursuant to
      Section 6.01.

     

    "Cumulative
      Net Loss"
      means
      the positive difference between (i) the sum of (A) the aggregate Principal
      Balance of all Liquidated Receivables plus (B) aggregate Cram Down Losses minus
      (ii) Liquidation Proceeds received with respect to the Receivables described
      in
      clause (i).

     

    "Cumulative
      Net Loss Ratio"
      means
      the ratio, expressed as a percentage, computed by dividing the Cumulative Net
      Losses by the Original Pool Balance.

     

    "Default"
      means,
      (i) if the Insurer is then the Controlling Party, any Insurance Agreement
      Event of Default or an Event of Default under the Indenture and (ii) if the
      Trustee is then the Controlling Party, any Event of Default under
      Section 5.1 of the Indenture.

     

    "Delinquency
      Ratio"
      means,
      the ratio (expressed as a percentage) computed by dividing: (a) the aggregate
      Principal Balance of all Receivables which were Delinquent Receivables as of
      the
      close of business on the last day of the related Collection Period by (b) the
      sum of the aggregate Principal Balance of all Receivables as of the close of
      business on the first day of the related Collection Period.

     

    "Delinquent
      Receivable"
      means a
      Receivable with respect to which a scheduled payment is more than sixty (60)
      days past due (excluding (i) Receivables which the Servicer has repossessed
      the
      related Financed Vehicle and (ii) Receivables which have become Liquidated
      Receivables).

     

    "Final
      Termination Date"
      means
      the date that is the later of (i) the Insurer Termination Date and
      (ii) the Trustee Termination Date.

     

    "Insured
      Payments"
      has the
      meaning set forth in the Note Policy.

     

    "Insurer
      Termination Date"
      means
      the date which is the latest of (i) the date of the expiration of the Note
      Policy and the cancellation and return thereof to the Insurer, (ii) the
      date on which the Insurer shall have received payment and performance in full
      of
      all Insurer Issuing Entity Secured Obligations and (iii) the latest date on
      which any payment referred to above could be avoided as a preference or
      otherwise under the United States Bankruptcy Code or any other similar federal
      or state law relating to insolvency, bankruptcy, rehabilitation, liquidation
      or
      reorganization, as specified in an Opinion of Counsel delivered to the
      Collateral Agent, the Insurer and the Trustee.

     

    "Issuing
      Entity"
      means
      UPFC Auto Receivables Trust 2007-B.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    "Level
      1 Cumulative Net Loss Test"
      means,
      for any Distribution Date specified below, the Cumulative Net Loss Ratio for
      the
      related Collection Period is greater than the percentage set forth opposite
      such
      Distribution Date in Schedule A hereto.

     

    "Level
      1 Delinquency Test"
      means,
      for any Distribution Date, the arithmetic average of the monthly Delinquency
      Ratios for the three immediately preceding Collection Periods is greater than
      the percentage set forth opposite such Distribution Date in Schedule A
      hereto.

     

    "Level
      1 Trigger Event"
      means
      any violation of the Level 1 Cumulative Net Loss Test or the Level 1 Delinquency
      Test.

     

    "Level
      2 Cumulative Net Loss Test"
      means,
      for any Distribution Date specified below, the Cumulative Net Loss Ratio for
      the
      related Collection Period is greater than the percentage set forth opposite
      such
      Distribution Date in Schedule A hereto. 

     

    "Level
      2 Delinquency Test"
      means,
      for any Distribution Date, the arithmetic average of the monthly Delinquency
      Ratios for the three immediately preceding Collection Periods is greater than
      the percentage set forth opposite such Distribution Date in Schedule A
      hereto.

     

    "Level
      2 Trigger Event"
      means
      the occurrence of the Level 2 Cumulative Net Loss Test or the Level 2
      Delinquency Test.

     

    "Level
      3 Cumulative Net Loss Test"
      means,
      for any Distribution Date specified below, the Cumulative Net Loss Ratio for
      the
      related Collection Period is greater than the percentage set forth opposite
      such
      Distribution Date in Schedule A hereto.

     

    "Level
      3 Delinquency Test"
      means,
      for any Distribution Date, the arithmetic average of the monthly Delinquency
      Ratios for the three immediately preceding Collection Periods is greater than
      the percentage set forth opposite such Distribution Date in Schedule A
      hereto.

     

    "Level
      3 Trigger Event"
      means
      the occurrence of the Level 3 Cumulative Net Loss Test or the Level 3
      Delinquency Test.

     

    "Liquidation
      Proceeds"
      means,
      with respect to a Liquidated Receivable, all amounts realized with respect
      to
      such Receivable including (1) proceeds from the disposition of the underlying
      financed vehicles; (2) any related insurance proceeds; (3) other monies received
      from the obligor that are allocable to principal and interest due under the
      automobile loan, and (4) with respect to a Sold Receivable, the related Sale
      Amount.

     

    "Non-Controlling
      Party"
      means,
      at any time, the Issuing Entity Secured Party that is not the Controlling Party
      at such time.

     

    "Original
      Pool Balance"
      means
      the Pool Balance as of the Cutoff Date.

     

    "Outstanding
      Pool Balance"
      means
      the Pool Balance as of the end of the related Collection Period.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    "Requisite
      Amount"
      will
      equal the Spread Account Initial Deposit on the Closing Date, and thereafter,
      on
      each Distribution Date, the Requisite Amount shall be equal to 2.0% of the
      Original Pool Balance, provided,
      however,
      that (i)
      on
      each Distribution Date upon which a Level 1 Trigger Event has occurred and
      is
      continuing, and upon each Distribution Date thereafter (unless no Level 1
      Trigger Event has occurred for three consecutive months) the Requisite Amount
      shall be equal to the greater of (x) 6.0% of the Outstanding Pool Balance or
      (y)
      4.0% of the Original Pool Balance; and (ii) on each Distribution Date upon
      which
      a Level 3 Trigger Event has occurred and upon each Distribution Date thereafter,
      the Requisite Amount shall be equal to 100% of the Outstanding Pool
      Balance.

     

    "Security
      Interests" means
      the
      security interests and Liens in the Spread Account Agreement Collateral granted
      pursuant to Section 2.01.

     

    "Seller"
      means
      UPFC Auto Financing Corporation

     

    "Spread
      Account"
      means
      the account designated as such, established and maintained pursuant to
      Article Three.

     

    "Spread
      Account Agreement Collateral"
      has the
      meaning set forth in Section 2.01.

     

    "Spread
      Account Claim Amount"
      has the
      meaning set forth in Section 1.1 of the Sale and Servicing
      Agreement. 

     

    "Trigger
      Event"
      means a
      Level 1 Trigger Event, a Level 2 Trigger Event or a Level 3 Trigger
      Event.

     

    "Trustee
      Termination Date"
      means
      the date which is the latest of the date on which (i) the Trustee shall
      have received, as Trustee for the holders of the Notes, payment and performance
      in full of all Trustee Issuing Entity Secured Obligations and (ii) all
      payments in respect of the Notes shall have been made and the Indenture shall
      have been satisfied and discharged pursuant to the terms of Article IV of
      the Indenture.

     

    “UACC”
means
      United Auto Credit Corporation.

     

    "Uniform
      Commercial Code"
      or
      "UCC"
      means
      the Uniform Commercial Code in effect in the relevant jurisdiction, as the
      same
      may be amended from time to time.

     

    Section
      1.02. Other
      Definitional Provisions.

     

    (a) Capitalized
      terms used but not otherwise defined herein shall have the meanings set forth
      in
      the Sale and Servicing Agreement or the Indenture, as the case may
      be.

     

    (b) The
      terms
      "hereof," "herein" or "hereunder," unless otherwise modified by more specific
      reference, shall refer to this Agreement in its entirety. Unless otherwise
      indicated in context, the terms "Article," "Section," "Appendix," "Exhibit"
      or
      "Annex" shall refer to an Article or Section of, or Appendix, Exhibit or
      Annex to, this Agreement. The definition of a term shall include the singular,
      the plural, the past, the present, the future, the active and the passive forms
      of such term.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      II

     

    THE
      SPREAD ACCOUNT AGREEMENT COLLATERAL

     

    Section
      2.01. Grant
      of Security Interest by the Issuing Entity. 
      In order
      to secure the performance of Issuing Entity Secured Obligations, to the extent
      provided herein, the Issuing Entity hereby pledges, assigns, grants, transfers
      and conveys to the Collateral Agent, on behalf of and for the benefit of the
      Issuing Entity Secured Parties, a lien on and security interest in (which lien
      and security interest is intended to be prior to all other Liens), all of its
      right, title and interest in and to the following (all being collectively
      referred to herein as the "Spread
      Account Agreement Collateral"
      and
      constituting Spread Account Agreement Collateral hereunder):

     

    (a) the
      Spread Account established pursuant to Section 3.01 hereof, and each other
      account owned by the Issuing Entity and maintained by the Collateral Agent
      and
      any funds or investments deposited therein (including, without limitation,
      the
      Spread Account Initial Deposit related thereto and all additional monies,
      checks, securities, investments and other documents from time to time held
      in or
      evidencing any such accounts);

     

    (b) all
      of
      the Issuing Entity's right, title and interest in and to investments made with
      proceeds of the property described in clause (a) above, or made with
      amounts on deposit in the Spread Account; and

     

    (c) all
      distributions, revenues, products, substitutions, benefits, profits and
      proceeds, in whatever form, of any of the foregoing whether now owned or
      hereafter acquired.

     

    Section
      2.02. Priority. 
      The
      Issuing Entity intends the security interests granted hereunder in favor of
      the
      Issuing Entity Secured Parties to be prior to all other Liens in respect of
      the
      Spread Account Agreement Collateral, and the Issuing Entity shall take all
      actions necessary to obtain and maintain, in favor of the Collateral Agent,
      for
      the benefit of the Issuing Entity Secured Parties, a first lien on and a first
      priority, perfected security interest in the Spread Account Agreement Collateral
      including, without limitation, the filing of a UCC-1 financing statement
      relating to the Spread Account Agreement Collateral. Subject to the provisions
      hereof specifying the rights and powers of the Collateral Agent at the written
      direction of the Controlling Party from time to time to control certain
      specified matters relating to the Spread Account Agreement Collateral, each
      Issuing Entity Secured Party shall have all of the rights, remedies and recourse
      with respect to the Spread Account Agreement Collateral afforded a Secured
      Party
      under the Uniform Commercial Code, and all other applicable law in addition
      to,
      and not in limitation of, the other rights, remedies and recourse granted to
      such Issuing Entity Secured Parties by this Agreement or any other law relating
      to the creation and perfection of liens on, and security interests in, the
      Spread Account Agreement Collateral.

     

    Section
      2.03. Issuing
      Entity Remains Liable. 
      The
      Security Interests are granted as security only and shall not (i) transfer
      or in any way affect or modify, or relieve either the Issuing Entity from,
      any
      obligation to perform or satisfy, any term, covenant, condition or agreement
      to
      be performed or satisfied by the Issuing Entity under or in connection with
      this
      Agreement, the Insurance Agreement or any other Basic Documents to which it
      is a
      party or (ii) impose any obligation on any of the Issuing Entity Secured
      Parties or the Collateral Agent to perform or observe any such term, covenant,
      condition or agreement or impose any liability on any of the Issuing Entity
      Secured Parties or the Collateral Agent for any act or omission on its part
      relative thereto or for any breach of any representation or warranty on its
      part
      contained therein or made in connection therewith, except, in each case, to
      the
      extent provided herein and in the other Basic Documents.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    Section
      2.04. Delivery
      and Maintenance of Spread Account Agreement Collateral.

     

    (a) The
      Collateral Agent agrees to maintain the Spread Account Agreement Collateral
      received by it (or evidence thereof, in the case of book-entry securities in
      the
      name of the Collateral Agent) and all records and documents relating thereto
      at
      the office of the Collateral Agent specified in Section 8.06 or such other
      address as may be approved by the Controlling Party. The Collateral Agent shall
      keep all Spread Account Agreement Collateral and related documentation in its
      possession separate and apart from all other property that it is holding in
      its
      possession and from its own general assets and shall maintain accurate records
      pertaining to the Eligible Investments and Spread Account included in the Spread
      Account Agreement Collateral in such a manner as shall enable the Collateral
      Agent and the Issuing Entity Secured Parties to verify the accuracy of such
      record-keeping. The Collateral Agent's books and records shall at all times
      show
      that the Spread Account Agreement Collateral is held by the Collateral Agent
      as
      agent of the Issuing Entity Secured Parties and is not the property of the
      Collateral Agent. The Collateral Agent will promptly report to each Issuing
      Entity Secured Party and the Issuing Entity any failure on its part to hold
      the
      Spread Account Agreement Collateral as provided in this Section 2.04(a) and
      will promptly take appropriate action to remedy any such failure.

     

    (b) The
      Collateral Agent shall permit each of the Issuing Entity Secured Parties, or
      their respective duly authorized representatives, attorneys, auditors or
      designees, to inspect the Spread Account Agreement Collateral in the possession
      of or otherwise under the control of the Collateral Agent pursuant hereto at
      such reasonable times during normal business hours as any such Issuing Entity
      Secured Party may reasonably request upon not less than one Business Day's
      prior
      written notice. The costs and expenses associated with any such inspection
      will
      be paid by the party making such inspection.

     

    (c) All
      Spread Account Agreement Collateral shall be transferred to the Collateral
      Agent
      on behalf of the Issuing Entity Secured Party in a manner consistent with the
      definition of "Delivery" set forth in the Sale and Servicing
      Agreement.

     

    (d) Notwithstanding
      anything to the contrary herein, the Collateral Agent: (i) is and will be
      acting on behalf of the Issuing Entity Secured Parties as a securities
      intermediary under Article Eight of the UCC; (ii) shall establish and
      maintain the Spread Account for the benefit of the Issuing Entity Secured
      Parties as a holder of a security interest in the Spread Account Agreement
      Collateral and the Spread Account; (iii) shall treat all of the assets in
      the Spread Account (other than cash) as financial assets under
      Article Eight of the UCC; (iv) shall not hold, or exercise control
      (within the meaning of Article Eight or Nine of the UCC) over, the Spread
      Account Agreement Collateral and/or the Spread Account for the benefit of any
      person or entity other than the Issuing Entity Secured Parties; (v) has
      received notice of the Issuing Entity Secured Parties' interest in the assets
      contained and/or to be contained in the Spread Account; and (vi) shall take
      instructions only from the Issuing Entity Secured Party constituting the
      Controlling Party hereunder (and shall comply with entitlement orders originated
      by such Issuing Entity Secured Party without any consent of and notwithstanding
      any alternate direction of the Issuing Entity) with respect to the Spread
      Account and/or the Spread Account Agreement Collateral, including, without
      limitation, all instructions with respect to the acquisition, transfer and
      disposition of assets in the Spread Account and the proceeds thereof. In
      accordance with the choice of law governing this Agreement set forth in Section
      8.15 herein, for purposes of Article Eight of the UCC the jurisdiction of the
      Collateral Agent is deemed to be New York. 

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    Section
      2.05. Termination
      and Release of Rights.

     

    (a) On
      the
      Insurer Termination Date, the rights, remedies, powers, duties, authority and
      obligations conferred upon the Insurer pursuant to this Agreement in respect
      of
      the Spread Account Agreement Collateral shall terminate and be of no further
      force and effect and all rights, remedies, powers, duties, authority and
      obligations of the Insurer with respect to such Spread Account Agreement
      Collateral shall be automatically released; provided that any indemnity provided
      to or by the Insurer herein shall survive such Insurer Termination Date. If
      the
      Insurer is acting as Controlling Party on the related Insurer Termination Date,
      the Insurer agrees, at the expense of the Issuing Entity, to execute and deliver
      such instruments as the successor Controlling Party may reasonably request
      to
      effectuate such release, and any such instruments so executed and delivered
      shall be fully binding on the Insurer and any Person claiming by, through or
      under the Insurer.

     

    (b) On
      the
      Trustee Termination Date, the rights, remedies, powers, duties, authority and
      obligations, if any, conferred upon the Trustee pursuant to this Agreement
      in
      respect of the Spread Account Agreement Collateral shall terminate and be of
      no
      further force and effect and all such rights, remedies, powers, duties,
      authority and obligations of the Trustee with respect to such Spread Account
      Agreement Collateral shall be automatically released; provided that any
      indemnity provided to the Trustee herein shall survive such Trustee Termination
      Date. If the Trustee is acting as Controlling Party on the related Trustee
      Termination Date, the Trustee agrees, at the expense of the Issuing Entity,
      to
      execute and deliver such instruments as the Issuing Entity may reasonably
      request to effectuate such release, and any such instruments so executed and
      delivered shall be fully binding on the Trustee.

     

    (c) On
      the
      Final Termination Date, the rights, remedies, powers, duties, authority and
      obligations conferred upon the Collateral Agent and each Issuing Entity Secured
      Party pursuant to this Agreement shall terminate and be of no further force
      and
      effect and all rights, remedies, powers, duties, authority and obligations
      of
      the Collateral Agent and each Issuing Entity Secured Party with respect to
      the
      Spread Account Agreement Collateral shall be automatically released. On the
      Final Termination Date, the Collateral Agent agrees, and each Issuing Entity
      Secured Party agrees, at the expense of the Issuing Entity, to execute such
      instruments of release, in recordable form if necessary, in favor of the Issuing
      Entity as the Issuing Entity may reasonably request, to deliver any Spread
      Account Agreement Collateral in its possession to the Issuing Entity, and to
      otherwise release the lien of this Agreement and release and deliver to the
      Issuing Entity the Spread Account Agreement Collateral.

     

    
      
        
        

      

      
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    Section
      2.06. Non-Recourse
      Obligations of Issuing Entity. 
      Notwithstanding anything herein or in the other Basic Documents to the contrary,
      the parties hereto agree that the obligations of the Issuing Entity hereunder
      shall be recourse only to the extent of amounts released to the Issuing Entity
      pursuant to Section 3.03(b)(ii) and retained by the Issuing Entity in
      accordance with the next sentence. The Issuing Entity agrees that it shall
      not
      declare or make any payment to the Seller or UACC except in accordance with
      the
      Basic Documents. Nothing contained herein shall be deemed to limit the rights
      of
      the Noteholders under any other Basic Document.

     

    ARTICLE
      III

     

    SPREAD
      ACCOUNT

     

    Section
      3.01. Establishment
      of Spread Account; Initial Deposit into Spread Account; Maintenance of Spread
      Account.

     

    (a) On
      or
      prior to the Closing Date, the Collateral Agent shall establish, at its office
      or at another depository institution or trust company an Eligible Deposit
      Account, designated, "Spread Account—Deutsche Bank Trust Company Americas, as
      Collateral Agent for Ambac Assurance Corporation and Deutsche Bank Trust Company
      Americas, as Trustee and Trust Collateral Agent Re: UPFC Auto Receivables Trust
      2007-B, Class A Asset-Backed Notes Series 2007-B" (the "Spread
      Account").
      The
      Spread Account shall be maintained by the Collateral Agent at all times separate
      and apart from any other account of UACC, the Seller, the Servicer or the
      Issuing Entity. If the Spread Account ceases to be an Eligible Deposit Account,
      the Collateral Agent shall notify the Controlling Party of such fact and shall
      establish within five Business Days of such determination, in accordance with
      Section 3.04(a), a successor Spread Account thereto, which shall be an
      Eligible Deposit Account, at another depository institution acceptable to the
      Controlling Party.

     

    (b) No
      withdrawals may be made of funds in the Spread Account except as provided in
      Section 3.03. Except as specifically provided in this Agreement, funds in
      the Spread Account shall not be commingled with any other moneys. All moneys
      deposited from time to time in the Spread Account and all investments made
      with
      such moneys shall be held by the Collateral Agent as part of the Spread Account
      Agreement Collateral.

     

    (c) On
      the
      Closing Date, Issuing Entity shall provide or cause to be provided to the
      Collateral Agent for deposit into the Spread Account an amount equal to the
      Spread Account Initial Deposit.

     

    (d) On
      each
      Distribution Date, after giving effect to all payments to be made on the related
      Distribution Date, the Collateral Agent shall, based solely on the information
      contained in the Preliminary Servicer’s Certificate delivered with respect to
      the Determination Date, cause to be maintained in the Spread Account an amount
      equal to the Requisite Amount in accordance with Section 5.7 of the Sale and
      Servicing Agreement. 

     

    
      
        
        

      

      
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    Section
      3.02. Investments.

     

    (a) Funds
      which may at any time be held in the Spread Account shall be invested and
      reinvested by the Collateral Agent, at the written direction (which may include,
      subject to the provisions hereof, general standing instructions) of the Issuing
      Entity (unless a Default shall have occurred and be continuing, in which case
      at
      the written direction of the Controlling Party if it so elects) or its designee
      received by the Collateral Agent by 1:00 p.m. New York City time,
      on the Business Day prior to the date on which such investment shall be made,
      in
      one or more Eligible Investments in the manner specified in Section 3.02(b)
      and (c) herein. If no written direction with respect to any portion of the
      Spread Account is received by the Collateral Agent, the Collateral Agent shall
      invest such funds overnight in money market mutual funds described in
      paragraph (d) of the definition of the term "Eligible Investments,"
      provided that the Collateral Agent shall not be liable for any loss or absence
      of income resulting from such investments described herein.

     

    (b) Each
      investment made pursuant to this Section on any date shall mature not later
      than
      the Business Day immediately preceding the Distribution Date next succeeding
      the
      day such investment is made or payable on demand, provided that any investment
      of funds in the Spread Account maintained with the Collateral Agent in any
      investment as to which the Collateral Agent is the obligor, if otherwise
      qualified as an Eligible Investment may mature on the Distribution Date next
      succeeding the date of such investment.

     

    (c) Subject
      to the other provisions hereof, the Collateral Agent shall have sole control
      over each such investment and the income thereon, and any certificate or other
      instrument evidencing any such investment, if any, shall be delivered directly
      to the Collateral Agent or its agent, together with each document of transfer,
      if any, necessary to transfer title to such investment to the Collateral Agent
      in a manner which complies with Section 2.04 hereof and the requirements of
      the definition of "Eligible Investments."

     

    (d) If
      amounts on deposit in the Spread Account are at any time invested in an Eligible
      Investment payable on demand, the Collateral Agent shall (i) consistent
      with any notice required to be given thereunder, demand that payment thereon
      be
      made on the last day such Eligible Investment is permitted to mature under
      the
      provisions hereof and (ii) demand payment of all amounts due thereunder
      promptly upon receipt of written notice from the Controlling Party to the effect
      that such investment does not constitute an Eligible Investment.

     

    (e) All
      moneys on deposit in the Spread Account, together with any deposits or
      securities in which such moneys may be invested or reinvested, and any gains
      from such investments, shall constitute Spread Account Agreement Collateral
      hereunder subject to the Security Interests of the Issuing Entity Secured
      Parties.

     

    (f) Subject
      to Section 4.03 hereof, the Collateral Agent shall not be liable by reason
      of any insufficiency in amounts on deposit in the Spread Account resulting
      from
      any loss on any Eligible Investment included therein except for losses
      attributable to the failure of the relevant Deutsche Bank entity, in its
      commercial capacity, to make payments on Eligible Investments for which it
      is
      obligated. All income or loss on investments of funds in the Spread Account
      shall be reported by UACC as taxable income or loss.

     

    
      
        
        

      

      
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    Section
      3.03. Payments;
      Priority of Payments. 

     

    (a) On
      or
      before the second Business Day prior to each Distribution Date, the Collateral
      Agent will make the following calculations solely on the basis of information
      (including, without limitation, the amount of any Spread Account Claim Amount
      (but not including the Requisite Amount) received pursuant to Article IV of
      the Sale and Servicing Agreement from the Servicer; provided, however, that
      if
      the Collateral Agent receives written notice from the Insurer, the Trustee,
      the
      Issuing Entity or the Servicer of the occurrence of a Trigger Event, such notice
      shall be determinative for the purposes of determining the Requisite
      Amount:

     

    (i) determine
      the amounts to be on deposit in the Spread Account on such Distribution Date
      which will be available to satisfy any Spread Account Claim Amount;
      and

     

    (ii) determine
      (A) the amounts, if any, to be paid from the Spread Account with respect to
      the Spread Account Claim Amount and (B) whether, following payment from the
      Spread Account to the Trust Collateral Agent for deposit into the Collection
      Account, a Spread Account Claim Amount will continue to exist.

     

    On
      such
      Distribution Date, the Collateral Agent shall deliver a certificate to the
      Trust
      Collateral Agent and the Insurer with respect to any Deficiency Notice, stating
      the amount, if any, to be distributed to the Trust Collateral Agent on that
      Distribution Date in respect of such Spread Account Claim Amount.

     

    (b) On
      each
      Distribution Date, the Collateral Agent shall make the following payments from
      the Spread Account (to the extent of funds available in the Spread Account)
      in
      the following order of priority:

     

    (i) if
      the
      Trust Collateral Agent has delivered a Deficiency Notice and if there exists
      a
      Spread Account Claim Amount, to the Trust Collateral Agent for deposit in the
      Collection Account the amount of such Spread Account Claim Amount;
      and

     

    (ii) any
      funds
      in the Spread Account in excess of the Requisite Amount, after making the
      withdrawals therefrom required by clause (i) of this Section 3.03(b) (to
      the extent of funds available in excess of the Requisite Amount) and any funds
      remaining in the Spread Account as of the Distribution Date immediately
      following the Final Termination Date will be applied by the Collateral Agent
      in
      the following order of priority:

     

    (A) to
      the
      payment of any expenses payable pursuant to Section 4.5 of the Sale and
      Servicing Agreement to the extent not paid by UACC; 

     

    (B) to
      the
      Trust Collateral Agent for payment to the Trustee, the Trust Collateral Agent,
      the Backup Servicer, the Custodian, the Collateral Agent and the Designated
      Backup Servicer or to any replacement servicer any accrued and unpaid
      replacement servicer fees, transition costs or additional compensation to the
      extent not paid by UACC or pursuant to the Sale and Servicing
      Agreement;

     

    
      
        
        

      

      
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    (C) to
      the
      Trust Collateral Agent for payment to the Insurer, any amounts due and owing
      to
      the Insurer that were not paid under clause (v) of Section 5.7(b) of the
      Sale and Servicing Agreement;

     

    (D) to
      the
      Backup Servicer, any indemnification amounts payable by the Servicer to the
      Backup Servicer to the extent not paid by the Servicer;

     

    (E) to
      the
      Owner Trustee to the extent any amounts due and owing to the Owner Trustee
      under
      the Transaction Documents were not otherwise paid; and

     

    (F) to
      the
      holder(s) of the Certificates, any remaining funds in the Spread Account in
      excess of the Requisite Amount. 

     

    Section
      3.04. General
      Provisions Regarding Spread Account.

     

    (a) Promptly
      upon the establishment (initially or upon any relocation) of the Spread Account
      hereunder, the Collateral Agent shall advise the Issuing Entity and each Issuing
      Entity Secured Party in writing of the name and address of the depository
      institution or trust company where the Spread Account has been established
      (if
      not at Deutsche Bank Trust Company Americas or any successor Collateral Agent
      in
      its commercial banking capacity), the name of the officer of the depository
      institution who is responsible for overseeing the Spread Account, the account
      number and the individuals whose names appear on the signature cards for the
      Spread Account. The Issuing Entity shall cause each such depository institution
      or trust company to execute a written agreement, in form and substance
      reasonably satisfactory to the Controlling Party, waiving, and the Collateral
      Agent by its execution of this Agreement hereby waives (except to the extent
      expressly provided herein), in each case to the extent permitted under
      applicable law, (i) any banker's or other statutory or similar Lien, and
      (ii) any right of set-off or other similar right under applicable law with
      respect to the Spread Account and agreeing, and the Collateral Agent by its
      execution of this Agreement hereby agrees to notify the Issuing Entity and
      each
      Issuing Entity Secured Party of any charge or claim against or with respect
      to
      such Spread Account. The Collateral Agent shall give the Issuing Entity and
      each
      Issuing Entity Secured Party at least ten Business Days' prior written notice
      of
      any change in the location of the Spread Account or in any related account
      information. Anything herein to the contrary notwithstanding, unless otherwise
      consented to by the Controlling Party in writing, the Collateral Agent shall
      have no right to change the location of the Spread Account.

     

    (b) Upon
      the
      written request of the Controlling Party or the Issuing Entity, the Collateral
      Agent shall cause, at the expense of the Issuing Entity, the depository
      institution at which the Spread Account is located to forward to the requesting
      party copies of all monthly account statements for the Spread
      Account.

     

    
      
        
        

      

      
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    (c) No
      passbook, certificate of deposit or other similar instrument evidencing the
      Spread Account shall be issued, and all contracts, receipts and other papers,
      if
      any, governing or evidencing the Spread Account shall be held by the Collateral
      Agent.

     

    Section
      3.05. Reports
      by the Collateral Agent. 
      The
      Collateral Agent shall report to the Issuing Entity, the Insurer, the Trustee
      (unless the Trustee is the same party as the Collateral Agent), the Trust
      Collateral Agent (unless the Trust Collateral Agent is the same party as the
      Collateral Agent) and the Servicer, on a monthly basis no later than each
      Distribution Date, the amount on deposit in the Spread Account and the identity
      of the investments included therein as of the last day of the related Collection
      Period, and shall provide accountings of deposits into and withdrawals from
      the
      Spread Account, and of the investments made therein, upon the request of the
      Issuing Entity, the Insurer or the Servicer.

     

    ARTICLE
      IV

     

    THE
      COLLATERAL AGENT

     

    Section
      4.01. Appointment
      and Powers. 
      Subject
      to the terms and conditions hereof, each of the Issuing Entity Secured Parties
      hereby appoints Deutsche Bank Trust Company Americas as the Collateral Agent
      with respect to the Spread Account Agreement Collateral, and Deutsche Bank
      Trust
      Company Americas hereby accepts such appointment and agrees to act as Collateral
      Agent with respect to the Spread Account Agreement Collateral, for the Issuing
      Entity Secured Parties, to maintain custody and possession of such Spread
      Account Agreement Collateral (except as otherwise provided hereunder) and to
      perform the other duties of the Collateral Agent in accordance with the
      provisions of this Agreement. Each Issuing Entity Secured Party hereby
      authorizes the Collateral Agent to take such action on its behalf, and to
      exercise such rights, remedies, powers and privileges hereunder, as the
      Controlling Party may direct and as are specifically authorized to be exercised
      by the Collateral Agent by the terms hereof, together with such actions, rights,
      remedies, powers and privileges as are reasonably incidental thereto. The
      Collateral Agent shall act (and shall be completely protected in so acting)
      upon
      and in compliance with the written instructions of the Controlling Party
      delivered pursuant to this Agreement promptly following receipt of such written
      instructions; provided that the Collateral Agent shall not act in accordance
      with any instructions (i) which are not authorized by, or in violation of
      the provisions of, this Agreement, (ii) which are in violation of any
      applicable law, rule or regulation or (iii) for which the Collateral Agent
      has not received reasonable indemnity. Receipt of such instructions shall not
      be
      a condition to the exercise by the Collateral Agent of its express duties
      hereunder, except where this Agreement provides that the Collateral Agent is
      permitted to act only following and in accordance with such
      instructions.

     

    Section
      4.02. Performance
      of Duties. 
      The
      Collateral Agent shall have no duties or responsibilities except those expressly
      set forth in this Agreement and the other Basic Documents to which the
      Collateral Agent is a party or as directed by the Controlling Party in
      accordance with this Agreement. The Collateral Agent shall not be required
      to
      take any discretionary actions hereunder except at the written direction and
      with indemnification satisfactory to it from the Controlling Party.

     

    
      
        
        

      

      
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    Section
      4.03. Limitation
      on Liability. 
      Neither
      the Collateral Agent nor any of its directors, officers or employees shall
      be
      liable for any action taken or omitted to be taken by it or them hereunder,
      or
      in connection herewith, except that the Collateral Agent shall be liable for
      its
      negligence, bad faith or willful misconduct; nor shall the Collateral Agent
      be
      responsible for the validity, effectiveness, value, sufficiency or
      enforceability against the Issuing Entity of this Agreement or any of the Spread
      Account Agreement Collateral (or any part thereof). Notwithstanding any term
      or
      provision of this Agreement, the Collateral Agent shall incur no liability
      to
      the Issuing Entity or the Issuing Entity Secured Parties for any action taken
      or
      omitted by the Collateral Agent in connection with the Spread Account Agreement
      Collateral, except for the negligence or willful misconduct on the part of
      the
      Collateral Agent, and, further, shall incur no liability to the Issuing Entity
      Secured Parties except for negligence or willful misconduct in carrying out
      its
      duties to the Issuing Entity Secured Parties. Subject to Section 4.04
      hereof, the Collateral Agent shall be completely protected and shall incur
      no
      liability to any such party in relying upon the accuracy, acting in reliance
      upon the contents, and assuming the genuineness of any notice, demand,
      certificate, signature, instrument or other document reasonably believed by
      the
      Collateral Agent to be genuine and to have been duly executed by the appropriate
      signatory, and (absent actual knowledge to the contrary) the Collateral Agent
      shall not be required to make any independent investigation with respect
      thereto. The Collateral Agent shall at all times be free independently to
      establish to its reasonable satisfaction, but shall have no duty to
      independently verify, the existence or nonexistence of facts that are a
      condition to the exercise or enforcement of any right or remedy hereunder or
      under any of the Basic Documents. The Collateral Agent may consult with counsel
      selected by it with due care, and shall not be liable for any action taken
      or
      omitted to be taken by it hereunder in good faith and in accordance with the
      advice of such counsel. The Collateral Agent shall not be under any obligation
      to exercise any of the remedial rights or powers vested in it by this Agreement
      or to follow any direction from the Controlling Party unless it shall have
      received reasonable security or indemnity satisfactory to the Collateral Agent
      against the costs, expenses and liabilities which might be incurred by
      it.

     

    Section
      4.04. Reliance
      upon Documents. 
      In the
      absence of bad faith or negligence on its part, the Collateral Agent shall
      be
      entitled to rely on any communication, instrument, paper or other document
      reasonably believed by it to be genuine and correct and to have been signed
      or
      sent by the proper Person or Persons and shall have no liability in acting,
      or
      omitting to act, where such action or omission to act is in reasonable reliance
      upon any statement or opinion contained in any such document or
      instrument.

     

    Section
      4.05. Successor
      Collateral Agent.

     

    (a) Any
      Person into which the Collateral Agent may be converted or merged, or with
      which
      it may be consolidated, or to which it may sell or transfer its trust business
      and assets as a whole, or substantially as a whole, or any Person resulting
      from
      any such conversion, merger, consolidation, sale or transfer to which the
      Collateral Agent is a party, shall (provided it is otherwise qualified to serve
      as the Collateral Agent hereunder and is acceptable to the Insurer) be and
      become a successor Collateral Agent hereunder and be vested with all of the
      title to and interest in the Spread Account Agreement Collateral and all of
      the
      trusts, powers, discretions, immunities, privileges and other matters as was
      its
      predecessor without the execution or filing of any instrument or any further
      act, deed or conveyance on the part of any of the parties hereto, anything
      herein to the contrary notwithstanding, except to the extent, if any, that
      any
      such action is necessary to perfect, or continue the perfection of, the security
      interest of the Issuing Entity Secured Parties in the Spread Account Agreement
      Collateral.

     

    
      
        
        

      

      
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    (b) The
      Collateral Agent and any successor Collateral Agent may resign only
      (i) 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 result in a
      material adverse effect on the Collateral Agent as evidenced by an Opinion
      of
      Counsel delivered to the Insurer, and the Controlling Party does not elect
      to
      waive the Collateral Agent's obligation to perform those duties which render
      it
      legally unable to act or elect to delegate those duties to another Person,
      or
      (ii) with the prior written consent of the Controlling Party. The
      Collateral Agent shall give not less than 45 days' prior written notice of
      any
      such permitted resignation by registered or certified mail to the other Issuing
      Entity Secured Party and the Issuing Entity; provided, that such resignation
      shall take effect only upon the date which is the latest of (A) the
      effective date of the appointment of a successor Collateral Agent acceptable
      to
      the Insurer (provided that an Insurer Default has not occurred and is
      continuing) and the acceptance in writing by such successor Collateral Agent
      of
      such appointment and of its obligation to perform its duties hereunder in
      accordance with the provisions hereof, (B) delivery of the Collateral to
      such successor to be held in accordance with the procedures specified in
      Article Two, and (C) receipt by the Controlling Party of an Opinion of
      Counsel to the effect described in Section 5.05 hereof. Notwithstanding the
      preceding sentence, if by the contemplated date of resignation specified in
      the
      written notice of resignation delivered as described above no successor
      Collateral Agent or temporary successor Collateral Agent has been appointed
      Collateral Agent or becomes the Collateral Agent pursuant to
      Section 4.05(d), the resigning Collateral Agent may petition a court of
      competent jurisdiction in New York, New York for the appointment of a successor
      acceptable to the Insurer (provided that an Insurer Default has not occurred
      and
      is continuing). Notwithstanding anything herein to the contrary, if the Trustee,
      the Trust Collateral Agent and Collateral Agent are the same party and the
      Trustee or the Trust Collateral Agent resigns under the Indenture, the
      Collateral Agent may resign in accordance with the procedures for resignation
      of
      the Trustee and the Trust Collateral Agent under the Indenture.

     

    (c) The
      Collateral Agent may be removed by the Controlling Party at any time, with
      or
      without cause, by an instrument or concurrent instruments in writing delivered
      to the Collateral Agent, the other Issuing Entity Secured Party and the Issuing
      Entity. A temporary successor may be removed at any time to allow a successor
      Collateral Agent to be appointed pursuant to Section 4.05(d). Any removal
      pursuant to the provisions of this subsection (c) shall take effect only upon
      the date which is the latest of (i) the effective date of the appointment
      of a successor Collateral Agent acceptable to the Insurer (provided that an
      Insurer Default has not occurred and is continuing) and the acceptance in
      writing by such successor Collateral Agent of such appointment and of its
      obligation to perform its duties hereunder in accordance with the provisions
      hereof, (ii) delivery of the Spread Account Agreement Collateral to such
      successor to be held in accordance with the procedures specified in
      Article Two and (iii) receipt by the Controlling Party of an Opinion
      of Counsel to the effect described in Section 5.05 hereof.

     

    
      (d) The
        Controlling Party shall have the sole right to appoint each successor Collateral
        Agent. Every temporary or permanent successor Collateral Agent appointed
        hereunder shall at the expense of the Issuing Entity execute, acknowledge
        and
        deliver to its predecessor and to each Issuing Entity Secured Party and the
        Issuing Entity an instrument in writing accepting such appointment hereunder
        and
        the relevant predecessor shall execute, acknowledge and deliver such other
        documents and instruments as will effectuate the delivery of all Spread Account
        Agreement Collateral to the successor Collateral Agent to be held in accordance
        with the procedures specified in Article Two, whereupon such successor,
        without any further act, deed or conveyance, shall become fully vested with
        all
        the estates, properties, rights, powers, duties and obligations of its
        predecessor. Such predecessor shall, nevertheless, on the written request
        of
        either Issuing Entity Secured Party or the Issuing Entity, execute and deliver
        an instrument transferring to such successor all the estates, properties,
        rights
        and powers of such predecessor hereunder. In the event that any instrument
        in
        writing from the Issuing Entity or a Issuing Entity Secured Party is reasonably
        required by a successor Collateral Agent to more fully and certainly vest
        in
        such successor the estates, properties, rights, powers, duties and obligations
        vested or intended to be vested hereunder in the Collateral Agent, any and
        all
        such written instruments shall, at the request of the temporary or permanent
        successor Collateral Agent, be forthwith executed, acknowledged and delivered
        by
        the Issuing Entity. The designation of any successor Collateral Agent and
        the
        instrument or instruments removing any Collateral Agent and appointing a
        successor hereunder, together with all other instruments provided for herein,
        shall be maintained with the records relating to the Spread Account Agreement
        Collateral and, to the extent required by applicable law, filed or recorded
        by
        the successor Collateral Agent in each place where such filing or recording
        is
        necessary to effect the transfer of the Spread Account Agreement Collateral
        to
        the successor Collateral Agent or to protect or continue the perfection of
        the
        security interests granted hereunder.

    

    
      
        
        

      

      
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    Section
      4.06. Indemnification. 
      The
      Servicer shall indemnify the Collateral Agent, its directors, officers,
      employees and agents for, and hold the Collateral Agent, its directors,
      officers, employees and agents harmless against, any loss, liability or expense
      (including the costs and expenses of defending against any claim of liability)
      arising out of or in connection with the Collateral Agent's acting as Collateral
      Agent hereunder, except such loss, liability or expense as shall result from
      the
      negligence, bad faith or willful misconduct of the Collateral Agent. The
      obligation of the Servicer under this Section 4.06 shall survive the termination
      of this Agreement and the resignation or removal of the Collateral Agent or
      the
      Servicer.

     

    Section
      4.07. Compensation
      and Reimbursement. 
      The
      Servicer agrees for the benefit of the Issuing Entity Secured Parties to pay
      to
      the Collateral Agent, the Collateral Agent Fee for all services rendered by
      it
      hereunder (which compensation shall not be limited by any provision of law
      in
      regard to the compensation of a collateral trustee) and to reimburse the
      Collateral Agent for any reasonable and out of pocket expenses (including
      reasonable legal fees and expenses but excluding any expenses resulting from
      the
      gross negligence, bad faith, or willful misconduct of the Collateral Agent)
      incurred in connection with the duties contemplated herein.

     

    Section
      4.08. Representations
      and Warranties of the Collateral Agent. 
      The
      Collateral Agent represents and warrants to the Issuing Entity and to each
      Issuing Entity Secured Party as follows: 

     

    (a) Due
      Organization. The
      Collateral Agent is a New York banking corporation, duly organized, validly
      existing and in good standing under the laws of the United States and is duly
      authorized and licensed under applicable law to conduct its business as
      presently conducted.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    (b) Corporate
      Power.
      The
      Collateral Agent has all requisite right, power and authority to execute and
      deliver this Agreement and to perform all of its duties as Collateral Agent
      hereunder.

     

    (c) Due
      Authorization.
      The
      execution and delivery by the Collateral Agent of this Agreement and the other
      Basic Documents to which it is a party, and the performance by the Collateral
      Agent of its duties hereunder and thereunder, have been duly authorized by
      all
      necessary corporate proceedings and no further approvals or filings, including
      any governmental approvals, are required for the valid execution and delivery
      by
      the Collateral Agent, or the performance by the Collateral Agent, of this
      Agreement and such other Basic Documents.

     

    (d) Valid
      and Binding Agreement.
      The
      Collateral Agent has duly executed and delivered this Agreement and each other
      Basic Document to which it is a party, and each of this Agreement and each
      such
      other Basic Document constitutes the legal, valid and binding obligation of
      the
      Collateral Agent, enforceable against the Collateral Agent in accordance with
      its terms, except as (i) such enforceability may be limited by bankruptcy,
      insolvency, reorganization and similar laws relating to or affecting the
      enforcement of creditors' rights generally and (ii) the availability of
      equitable remedies may be limited by equitable principles of general
      applicability.

     

    Section
      4.09. Waiver
      of Setoffs. 
      The
      Collateral Agent hereby expressly waives any and all rights of set off that
      the
      Collateral Agent may otherwise at any time have under applicable law with
      respect to the Spread Account and agrees that amounts in the Spread Account
      shall at all times be held and applied solely in accordance with the provisions
      hereof.

     

    Section
      4.10. Control
      by the Controlling Party. 
      The
      Collateral Agent shall comply with notices and instructions given by the Issuing
      Entity only if accompanied by the written consent of the Controlling Party,
      except that if any Default shall have occurred and be continuing, the Collateral
      Agent shall act upon and comply with notices and instructions given by the
      Controlling Party alone in the place and stead of the Issuing
      Entity.

     

    Section
      4.11. Limitation
      of Collateral Agent Liability.
      In no
      event shall the Collateral Agent 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 or
      the
      Collateral Agent has 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 or the Collateral Agent
      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 Spread Account Agreement.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      V

     

    COVENANTS
      OF THE ISSUING ENTITY

     

    Section
      5.01. Preservation
      of Spread Account Agreement Collateral. 
      Subject
      to the rights, powers and authorities granted to the Collateral Agent and the
      Controlling Party in this Agreement, the Issuing Entity shall take such action
      as is necessary and proper with respect to the Spread Account Agreement
      Collateral in order to preserve and maintain such Spread Account Agreement
      Collateral and to cause (subject to the rights of the Issuing Entity Secured
      Parties) the Collateral Agent to perform its obligations with respect to such
      Spread Account Agreement Collateral as provided herein including, without
      limitation, filing UCC-1s on the Spread Account and investments therein. The
      Issuing Entity will do, file, execute, acknowledge and deliver, or cause to
      be
      filed, executed, acknowledged and delivered, such instruments of transfer or
      take such other steps or actions as may be necessary, or required by the
      Controlling Party, to perfect the Security Interests granted hereunder in the
      Spread Account Agreement Collateral, to ensure that such Security Interests
      rank
      prior to all other Liens and to preserve the priority of such Security Interests
      and the validity and enforceability thereof. 

     

    Section
      5.02. Notices. 
      In the
      event that the Issuing Entity acquires knowledge of the occurrence and
      continuance of any Insurance Agreement Event of Default or Event of Default
      under the Indenture or of any event of default or like event, howsoever
      described or called, under any of the Basic Documents, the Issuing Entity shall
      immediately give notice thereof to the Collateral Agent and each Issuing Entity
      Secured Party.

     

    Section
      5.03. Waiver
      of Stay or Extension Laws; Marshalling of Assets. 
      The
      Issuing Entity covenants, to the fullest extent permitted by applicable law,
      that it will not at any time insist upon, plead or in any manner whatsoever
      claim or take the benefit or advantage of, any appraisement, valuation, stay,
      extension or redemption law wherever enacted, now or at any time hereafter
      in
      force, in order to prevent or hinder the enforcement of this Agreement or any
      absolute sale of the Spread Account Agreement Collateral or any part thereof,
      or
      the possession thereof by any purchaser at any sale under Article Seven;
      and the Issuing Entity, to the fullest extent permitted by applicable law,
      for
      itself and all who may claim under it, hereby waives the benefit of all such
      laws, and covenants that it will not hinder, delay or impede the execution
      of
      any power herein granted to the Collateral Agent, but will suffer and permit
      the
      execution of every such power as though no such law had been enacted. The
      Issuing Entity, for itself and all who may claim under it, waives, to the
      fullest extent permitted by applicable law, all right to have the Spread Account
      Agreement Collateral marshaled upon any foreclosure or other disposition
      thereof.

     

    Section
      5.04. Noninterference,
      etc. 
      The
      Issuing Entity shall not (i) waive or alter any of its rights under the
      Spread Account Agreement Collateral (or any agreement or instrument relating
      thereto) without the prior written consent of the Controlling Party,
      (ii) fail to pay any tax, assessment, charge or fee levied or assessed
      against the Spread Account Agreement Collateral, or to defend any action, if
      such failure to pay or defend may adversely affect the priority or
      enforceability of the Issuing Entity's right, title or interest in and to the
      Spread Account Agreement Collateral or the Collateral Agent's lien on, and
      security interest in, the Spread Account Agreement Collateral for the benefit
      of
      the Issuing Entity Secured Parties or (iii) take any action, or fail to
      take any action, if such action or failure to take action will interfere with
      the enforcement of any rights under the Basic Documents.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    Section
      5.05. Issuing
      Entity Changes

     

    (a) Change
      in Name, Structure, etc. The
      Issuing Entity shall not change its name, identity or corporate structure unless
      it shall have given each Issuing Entity Secured Party and the Collateral Agent
      at least 30 days' prior written notice thereof, shall have effected any
      necessary or appropriate assignments or amendments thereto and filings of
      financing statements or amendments thereto.

     

    (b) Relocation
      of the Issuing Entity.
      The
      Issuing Entity shall not change its principal executive office or jurisdiction
      of organization unless it gives each Issuing Entity Secured Party and the
      Collateral Agent at least 30 days' prior written notice of any relocation of
      its
      principal executive office. If the Issuing Entity relocates its principal
      executive office, jurisdiction of organization or principal place of business
      from Delaware, the Issuing Entity shall give prior notice thereof to the
      Controlling Party and the Collateral Agent and shall effect whatever appropriate
      recordations and filings are necessary and shall provide an Opinion of Counsel
      to the Controlling Party and the Collateral Agent, to the effect that, upon
      the
      recording of any necessary assignments or amendments to previously-recorded
      assignments and filing of any necessary amendments to the previously filed
      financing or continuation statements or upon the filing of one or more specified
      new financing statements, and the taking of such other actions as may be
      specified in such opinion, the security interests in the Spread Account
      Agreement Collateral shall remain, after such relocation, valid and
      perfected.

     

    ARTICLE
      VI

     

    CONTROLLING
      PARTY; INTERCREDITOR PROVISIONS

     

    Section
      6.01. Appointment
      of Controlling Party. 
      From and
      after the Closing Date until the Insurer Termination Date, the Insurer shall
      be
      the Controlling Party and shall be entitled to exercise all the rights given
      the
      Controlling Party hereunder. From and after the Insurer Termination Date until
      the Trustee Termination Date, the Trustee shall be the Controlling Party.
      Notwithstanding the foregoing, in the event that an Insurer Default shall have
      occurred and be continuing, the Trustee shall be the Controlling Party until
      the
      applicable Trustee Termination Date. If prior to an Insurer Termination Date the
      Trustee shall have become the Controlling Party as a result of the occurrence
      of
      an Insurer Default and either such Insurer Default is cured or for any other
      reason ceases to exist or the Trustee Termination Date occurs, then upon such
      cure or other cessation or on such Trustee Termination Date, as the case may
      be,
      the Insurer shall, upon notice thereof being duly given to the Collateral Agent,
      again be the Controlling Party.

     

    Section
      6.02. Controlling
      Party's Authority.

     

    (a) The
      Issuing Entity hereby irrevocably appoints the Collateral Agent, and any
      successor to the Collateral Agent appointed pursuant to Section 4.05
      hereof, its true and lawful attorney, with full power of substitution, in the
      name of the Issuing Entity, the Issuing Entity Secured Parties or otherwise,
      but
      (subject to Section 2.06 hereof) at the expense of the Issuing Entity, to
      the extent permitted by law to exercise, at any time and from time to time
      while
      any Insurance Agreement Event of Default has occurred but at all such times
      at
      the written direction of the Controlling Party, any or all of the following
      powers with respect to all or any of the Spread Account Agreement Collateral:
      (i) to demand, sue for, collect, receive and give acquittance for any and
      all monies due or to become due upon or by virtue thereof, (ii) to settle,
      compromise, compound, prosecute or defend any action or proceeding with respect
      thereto, (iii) to sell, transfer, assign or otherwise deal with the same or
      the proceeds thereof as fully and effectively as if the Collateral Agent were
      the absolute owner thereof, and (iv) to extend the time of payment of any
      or all thereof and to make any allowance or other adjustments with respect
      thereto.

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    (b) With
      respect to the Notes and the related Spread Account Agreement Collateral, each
      Issuing Entity Secured Party hereby irrevocably and unconditionally constitutes
      and appoints the Collateral Agent, and any successor to such Collateral Agent
      appointed pursuant to Section 4.05 hereof from time to time, as the true
      and lawful attorney-in-fact of the Issuing Entity Secured Parties, with full
      power of substitution, to execute, acknowledge and deliver any notice, document,
      certificate, paper, pleading or instrument and to do in the name of the
      Collateral Agent as well as in the name, place and stead of such Issuing Entity
      Secured Party such acts, things and deeds for and on behalf of and in the name
      of the Issuing Entity Secured Parties under this Agreement which the Issuing
      Entity Secured Parties could or might do or which may be necessary, desirable
      or
      convenient in the Collateral Agent's sole discretion with the prior written
      consent of the Controlling Party or at the direction of the Controlling Party
      to
      effect the purposes contemplated hereunder and, without limitation, exercise
      full right, power and authority to take, or defer from taking, any and all
      acts
      with respect to the administration of the Spread Account Agreement Collateral,
      and the enforcement of the rights of the Issuing Entity Secured Parties
      hereunder, on behalf of and for the benefit of the Issuing Entity Secured
      Parties, as their interests may appear.

     

    Section
      6.03. Rights
      of Issuing Entity Secured Parties. 
      With
      respect to the Notes and the related Spread Account Agreement Collateral, the
      Non-Controlling Party at any time expressly agrees that it shall not assert
      any
      rights that it may otherwise have, as an Issuing Entity Secured Party with
      respect to the Spread Account Agreement Collateral, to direct the maintenance,
      sale or other disposition of the Spread Account Agreement Collateral or any
      portion thereof, notwithstanding the occurrence and continuance of any Default
      or any non-performance by the Issuing Entity of any obligation owed to such
      Issuing Entity Secured Party hereunder or under any other Basic Document, and
      each party hereto agrees that the Collateral Agent, at the written direction
      of
      the Controlling Party shall be the only Person entitled to assert and exercise
      such rights.

     

    Section
      6.04. Degree
      of Care.

     

    (a) Controlling
      Party.
      Notwithstanding any term or provision of this Agreement, the Collateral Agent
      shall incur no liability to the Issuing Entity for any action taken or omitted
      by the Collateral Agent in connection with the Spread Account Agreement
      Collateral, except for any negligence, bad faith or willful misconduct on the
      part of the Collateral Agent and, further, shall incur no liability to the
      Non-Controlling Party except for the negligence, bad faith or willful misconduct
      of the Collateral Agent in carrying out its duties, if any, to the
      Non-Controlling Party. The Collateral Agent shall be completely protected and
      shall incur no liability to any such party in relying upon the accuracy, acting
      in reliance upon the contents and assuming the genuineness of any notice,
      demand, certificate, signature, instrument or other document believed by the
      Collateral Agent to be genuine and to have been duly executed by the appropriate
      signatory, and (absent manifest error or actual knowledge to the contrary)
      the
      Collateral Agent shall not be required to make any independent investigation
      with respect thereto. The Collateral Agent shall, at all times, be free
      independently to establish to its reasonable satisfaction the existence or
      nonexistence, as the case may be, of any fact the existence or nonexistence
      of
      which shall be a condition to the exercise or enforcement of any right or remedy
      under this Agreement or any of the Basic Documents.

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    (b) The
      Non-Controlling Party.
      The
      Non-Controlling Party shall not be liable to the Issuing Entity for any action
      or failure to act by the Controlling Party or the Collateral Agent in
      exercising, or failing to exercise, any rights or remedies
      hereunder.

     

    ARTICLE
      VII

     

    REMEDIES
      UPON DEFAULT

     

    Section
      7.01. Remedies
      upon a Default. 
      If a
      Default has occurred, the Collateral Agent shall, at the written direction
      of
      the Controlling Party, take whatever action at law or in equity as may appear
      necessary or desirable in the judgment of the Controlling Party to collect
      and
      satisfy all Issuing Entity Secured Obligations, including, but not limited
      to,
      foreclosure upon the Spread Account Agreement Collateral and all other rights
      available to secured parties under applicable law or to enforce performance
      and
      observance of any obligation, agreement or covenant under any of the Basic
      Documents.

     

    Section
      7.02. Waiver
      of Default. 
      The
      Controlling Party shall have the sole right, to be exercised in its complete
      discretion, to waive any Default by a writing setting forth the terms,
      conditions and extent of such waiver signed by the Controlling Party and
      delivered to the Collateral Agent, the other Issuing Entity Secured Party and
      the Issuing Entity. Any such waiver shall be binding upon the Non-Controlling
      Party and the Collateral Agent. Unless such writing expressly provides to the
      contrary, any waiver so granted shall extend only to the specific event or
      occurrence which gave rise to the Default so waived and not to any other similar
      event or occurrence which occurs subsequent to the date of such
      waiver.

     

    Section
      7.03. Restoration
      of Rights and Remedies. 
      If the
      Collateral Agent has instituted any proceeding to enforce any right or remedy
      under this Agreement, and such proceeding has been discontinued or abandoned
      for
      any reason, or has been determined adversely to the Collateral Agent, then
      and
      in every such case the Issuing Entity, the Collateral Agent and each of the
      Issuing Entity Secured Parties shall, subject to any determination in such
      proceeding, be restored severally and respectively to their former positions
      hereunder, and thereafter all rights and remedies of the Issuing Entity Secured
      Parties shall continue as though no such proceeding had been
      instituted.

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    Section
      7.04. No
      Remedy Exclusive. 
      No right
      or remedy herein conferred upon or reserved to the Collateral Agent, the
      Controlling Party or either of the Issuing Entity Secured Parties is intended
      to
      be exclusive of any other right or remedy, and every right or remedy shall,
      to
      the extent permitted by law, be cumulative and in addition to every other right
      and remedy given hereunder or now or hereafter existing at law, in equity or
      otherwise (but, in each case, shall be subject to the provisions of this
      Agreement limiting such remedies), and each and every right, power and remedy
      whether specifically herein given or otherwise existing may be exercised from
      time to time and as often and in such order as may be deemed expedient by the
      Controlling Party, and the exercise of or the beginning of the exercise of
      any
      right or power or remedy shall not be construed to be a waiver of the right
      to
      exercise at the same time or thereafter any other right, power or
      remedy.

     

    ARTICLE
      VIII

     

    MISCELLANEOUS

     

    Section
      8.01. Further
      Assurances. 
      Each
      party hereto shall take such action and deliver such instruments to any other
      party hereto, in addition to the actions and instruments specifically provided
      for herein, as may be reasonably requested or required to effectuate the purpose
      or provisions of this Agreement or to confirm or perfect any transaction
      described or contemplated herein.

     

    Section
      8.02. Waiver. 
      Any
      waiver by any party of any provision of this Agreement or any right, remedy
      or
      option hereunder shall only prevent and stop such party from thereafter
      enforcing such provision, right, remedy or option if such waiver is given in
      writing and only as to the specific instance and for the specific purpose for
      which such waiver was given. The failure or refusal of any party hereto to
      insist in any one or more instances, or in a course of dealing, upon the strict
      performance of any of the terms or provisions of this Agreement by any party
      hereto or the partial exercise of any right, remedy or option hereunder shall
      not be construed as a waiver or relinquishment of any such term or provision,
      but the same shall continue in full force and effect.

     

    Section
      8.03. Amendments;
      Waivers.
      No
      amendment, modification, waiver or supplement to this Agreement or any provision
      of this Agreement shall in any event be effective unless the same shall have
      been made or consented to in writing by each of the parties hereto and prior
      written notice shall have been given to the Rating Agencies; provided,
      however,
      that,
      notwithstanding the foregoing, for so long as the Insurer shall be the
      Controlling Party, any amendments, modifications, waivers or supplements hereto,
      or to the Spread Account Agreement Collateral or Spread Account or to any
      requirement hereunder to deposit or retain any amounts in such Spread Account
      or
      to distribute any amounts therein as provided in Section 3.03 hereof shall
      be effective if made or consented to in writing by the Insurer, the Issuing
      Entity 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) but shall in no circumstances require the consent of the
      Trustee or the Noteholders.

    
       

      Section
        8.04. Severability. 
        In the
        event that any provision of this Agreement or the application thereof to
        any
        party hereto or to any circumstance or in any jurisdiction governing this
        Agreement shall, to any extent, be invalid or unenforceable under any applicable
        statute, regulation or rule of law, then such provision shall be deemed
        inoperative to the extent that it is invalid or unenforceable and the remainder
        of this Agreement, and the application of any such invalid or unenforceable
        provision to the parties, jurisdictions or circumstances other than to whom
        or
        to which it is held invalid or unenforceable, shall not be affected thereby
        nor
        shall the same affect the validity or enforceability of any other provision
        of
        this Agreement. The parties hereto further agree that the holding by any
        court
        of competent jurisdiction that any remedy pursued by the Collateral Agent,
        or
        any of the Issuing Entity Secured Parties, hereunder is unavailable or
        unenforceable shall not affect in any way the ability of the Collateral Agent
        or
        any of the Issuing Entity Secured Parties to pursue any other remedy available
        to it or them (subject, however, to the provisions of this Agreement limiting
        such remedies).

    

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

     

    Section
      8.05. Nonpetition
      Covenant. 
      Notwithstanding any prior termination of this Agreement, each of the parties
      hereto agrees that it shall not, prior to one year and one day after the Final
      Scheduled Distribution Date of the Class A-3 Notes and payment of all amounts
      due to the Insurer under the Insurance Agreement, acquiesce, petition or
      otherwise invoke or cause the Issuing Entity or the Seller to invoke the process
      of the United States of America, any State or other political subdivision
      thereof or any entity exercising executive, legislative, judicial, regulatory
      or
      administrative functions of or pertaining to government for the purpose of
      commencing or sustaining a case by or against the Issuing Entity or the Seller
      under a federal or state bankruptcy, insolvency or similar law or appointing
      a
      receiver, liquidator, assignee, trustee, custodian, sequestrator or other
      similar official of the Issuing Entity or the Seller or all or any part of
      its
      respective property or assets or ordering the winding up or liquidation of
      the
      affairs of the Issuing Entity or the Seller. The parties agree that damages
      will
      be an inadequate remedy for breach of this covenant and that this covenant
      may
      be specifically enforced.

     

    Section
      8.06. Notices. 
      All
      notices, demands, certificates, requests and communications hereunder
      ("notices") shall be in writing and shall be effective (a) upon receipt
      when sent through the U.S. mails, registered or certified mail, return receipt
      requested, postage prepaid, with such receipt to be effective the date of
      delivery indicated on the return receipt, (b) one Business Day after
      delivery to an overnight courier, (c) on the date personally delivered to
      an Authorized Officer of the party to which sent, or (d) on the date
      transmitted by legible telecopier transmission with a confirmation of receipt,
      in all cases addressed to the recipient as follows:

     

    
      	
            	(a)	
              If
                to the Issuing Entity:

            


    

     

    UPFC
      Auto
      Receivables Trust 2007-B

    c/o
      Wells
      Fargo Delaware Trust Company 

    919
      N.
      Market Street

    Suite
      700

    Wilmington,
      Delaware 19801

    Attention:
      Corporate Trust Services

    Telephone:
      (302) 575-2004

    Facsimile:
      (302) 575-2006

    


    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    
      	
            	(b)	
              If
                to the Insurer:

            


    

     

    Ambac
      Assurance Corporation

    One
      State
      Street Plaza

    New
      York,
      New York 10004

    Attention:
      Structured Finance Department - ABS

    Telecopy
      No.: 212-208-3547

    Confirmation:
      212-668-0340

    


    with
      a
      copy to the attention of:

    Michael
      Babick, Managing Director

    Telecopy
      No.: 212-363-1459

    Confirmation:
      212-208-3407

    


    (in
      each
      case in which notice or other communication to the Insurer refers to a Default
      or a claim on the Policy or in which failure on the part of the Insurer to
      respond shall be deemed to constitute consent or acceptance, then with a copy
      to
      the attention of the General Counsel marked to reflect "Urgent Materials
      Enclosed")

    


    
      	
            	(c)	
              If
                to the Trustee and the Trust Collateral
                Agent:

            


    

     

    Deutsche
      Bank Trust Company Americas

    60
      Wall
      Street, 26th Floor

    New
      York,
      New York 10005

    Facsimile
      number: (212) 797-8606

    Attention:
      UPFC Auto Receivables Trust 2007-B

    


    
      	
            	(d)	
              If
                to the Collateral Agent:

            


    

     

    Deutsche
      Bank Trust Company Americas

    60
      Wall
      Street, 25th Floor

    New
      York,
      New York 10005

    Facsimile
      number: (212) 797-8606

    Attention:
      UPFC Auto Receivables Trust 2007-B

    


    
      	
            	(e)	
              If
                to Moody's:

            


    

     

    Moody's
      Investors Service, Inc.

    ABS
      Monitoring Department

    99
      Church
      Street

    New
      York,
      New York 10007

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    
      	
            	(f)	
              If
                to Standard & Poor's:

            


    

     

    Standard
      & Poor's Ratings Services, a division of

    The
      McGraw Hill Companies, Inc.

    55
      Water
      Street, 40th Floor

    New
      York,
      New York 10041

    Attention:
      Asset-Backed Surveillance Department

    


    A
      copy of
      each notice given hereunder to any party hereto shall also be given to (without
      duplication) the Insurer, the Issuing Entity, the Trustee, the Trust Collateral
      Agent and the Collateral Agent. Each party hereto may, by notice given in
      accordance herewith to each of the other parties hereto, designate any further
      or different address to which subsequent notices shall be sent.

     

    Section
      8.07. Term
      of this Agreement. 
      This
      Agreement shall take effect on the Closing Date and shall continue in effect
      until the Distribution Date occurring immediately following the Final
      Termination Date. On the Distribution Date occurring immediately following
      the
      Final Termination Date and after giving effect to any withdrawals pursuant
      to
      Section 3.03 hereof, this Agreement shall terminate, all obligations of the
      parties hereunder shall cease and terminate and the Spread Account Agreement
      Collateral, if any, held hereunder and not to be used or applied in discharge
      of
      any obligations of the Issuing Entity in respect of the Issuing Entity Secured
      Obligations or otherwise under this Agreement, shall be released to and in
      favor
      of the Issuing Entity; provided that the provisions of Sections 4.06, 4.07
      and
      8.05 hereof shall survive any termination of this Agreement and the release
      of
      any Spread Account Agreement Collateral upon such termination.

     

    Section
      8.08. Assignments;
      Third-Party Rights; Reinsurance.

     

    (a) This
      Agreement shall be a continuing obligation of the parties hereto and shall
      (i) be binding upon the parties and their respective successors and
      assigns, and (ii) inure to the benefit of and be enforceable by each
      Issuing Entity Secured Party and the Collateral Agent, and by their respective
      successors, transferees and assigns. The Issuing Entity may not assign this
      Agreement, or delegate any of its duties hereunder, without the prior written
      consent of the Controlling Party.

     

    (b) The
      Insurer shall have the right to give participations in its rights under this
      Agreement and to enter into contracts of reinsurance with respect to the Note
      Policy issued in connection with the Notes, upon such terms and conditions
      as
      the Insurer in its discretion determines, and each such participant or reinsurer
      shall be entitled to the benefit of any representation, warranty, covenant
      and
      obligation of each party (other than the Insurer) hereunder as if such
      participant or reinsurer was a party hereto and, subject only to such agreement
      regarding such reinsurance or participation, shall have the right to enforce
      the
      obligations of each such other party directly hereunder; provided, however,
      that
      no such reinsurance or participation agreement or arrangement shall relieve
      the
      Insurer of its obligations hereunder, under the Basic Documents to which it
      is a
      party or under the Note Policy. In addition, nothing contained herein shall
      restrict the Insurer from assigning to any Person pursuant to any liquidity
      facility or credit facility any rights of the Insurer under this Agreement
      or
      with respect to any real or personal property or other interests pledged to
      the
      Insurer, or in which the Insurer has a security interest, in connection with
      the
      transactions contemplated hereby.

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    Section
      8.09. Consent
      of Controlling Party. 
      In the
      event that the Controlling Party's consent is required under the terms hereof
      or
      under the terms of any Basic Document, it is understood and agreed that, except
      as otherwise provided expressly herein, the determination whether to grant
      or
      withhold such consent shall be made solely by the Controlling Party in its
      sole
      discretion.

     

    Section
      8.10. Consents
      to Jurisdiction. 
      Each of
      the parties hereto irrevocably submits to the non-exclusive jurisdiction of
      the
      United States District Court for the Southern District of New York, any court
      in
      the state of New York located in the city and county of New York, and any
      appellate court from any thereof, in any action, suit or proceeding brought
      against it and related to or in connection with this Agreement, the other Basic
      Documents or the transactions contemplated hereunder or thereunder or for
      recognition or enforcement of any judgment and each of the parties hereto
      irrevocably and unconditionally agrees that all claims in respect of any such
      suit or action or proceeding may be heard or determined in such New York State
      court or, to the extent permitted by law, in such federal court. Each of the
      parties hereto agrees that a final judgment in any such action, suit or
      proceeding shall be conclusive and may be enforced in other jurisdictions by
      suit on the judgment or in any other manner provided by law. To the extent
      permitted by applicable law, each of the parties hereby waives and agrees not
      to
      assert by way of motion, as a defense or otherwise in any such suit, action
      or
      proceeding, any claim that it is not personally subject to the jurisdiction
      of
      such courts, that the suit, action or proceeding is brought in an inconvenient
      forum, that the venue of the suit, action or proceeding is improper or that
      this
      Agreement or any of the other Basic Documents or the subject matter hereof
      or
      thereof may not be litigated in or by such courts. The Issuing Entity hereby
      irrevocably appoints and designates Deutsche Bank Trust Company Americas, as
      its
      true and lawful attorney and duly authorized agent for acceptance of service
      of
      legal process relating hereto. The Issuing Entity agrees that service of such
      process upon such Person shall constitute personal service of such process
      upon
      it. Subject to Section 8.05 hereof, nothing contained in this Agreement
      shall limit or affect the rights of any party hereto to serve process in any
      other manner permitted by law or to start legal proceedings relating to any
      of
      the Basic Documents against the Issuing Entity or its property in the courts
      of
      any jurisdiction.

     

    Section
      8.11. Determination
      of Adverse Effect. 
      Any
      determination of an adverse effect on the interest of the Issuing Entity Secured
      Parties or the Noteholders shall be made without consideration of the
      availability of funds under the Note Policy.

     

    Section
      8.12. Compliance
      with Laws. 
      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
      Trustee is required to obtain, verify and record certain information relating
      to
      individuals and entities which maintain a business relationship with the
      Trustee. Accordingly, each of the parties agrees to provide to the Trustee
      upon
      its request from time to time such identifying information and documentation
      as
      may be available for such party in order to enable the Trustee to comply with
      Applicable Law.

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    Section
      8.13. Headings. 
      The
      headings of articles, sections and paragraphs and the Table of Contents
      contained in this Agreement are provided for convenience only. They form no
      part
      of this Agreement and shall not affect its construction or
      interpretation.

     

    Section
      8.14. TRIAL
      BY JURY WAIVED. 
      EACH OF
      THE PARTIES HERETO WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT
      IT
      MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING DIRECTLY OR
      INDIRECTLY OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, ANY OF THE OTHER
      BASIC DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREUNDER OR THEREUNDER.
      EACH OF THE PARTIES HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
      ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
      OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
      WAIVER AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS
      AGREEMENT AND THE OTHER BASIC DOCUMENTS TO WHICH IT IS A PARTY, BY AMONG OTHER
      THINGS, THIS WAIVER.

     

    Section
      8.15. GOVERNING
      LAW. THIS
      AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
      THE
      STATE OF NEW YORK, WITHOUT REGARD TO ITS CONFLICTS OF LAW PROVISIONS (OTHER
      THAN
      SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS
      AND REMEDIES OF THE PARTIES UNDER THIS AGREEMENT SHALL BE DETERMINED IN
      ACCORDANCE WITH SUCH LAWS.

     

    Section
      8.16. Counterparts. 
      This
      Agreement may be executed in two or more counterparts by the parties hereto,
      and
      each such counterpart shall be considered an original and all such counterparts
      shall constitute one and the same instrument.

     

    Section
      8.17. Limitation
      of Liability.  

     

    (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 Issuing Entity 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 Issuing Entity 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 Issuing Entity. 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 Issuing Entity 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 in its capacities as Collateral Agent, Trustee and Trust
      Collateral Agent and in no event shall Deutsche Bank Trust Company Americas,
      have any liability for the representations, warranties, covenants, agreements
      or
      other obligations of the Issuing Entity 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 Issuing Entity.

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    [REMAINDER
      OF PAGE INTENTIONALLY BLANK; SIGNATURE PAGE FOLLOWS]


    
      
        
        

      

      
        27

        
          

        

      

       

    


    IN
      WITNESS WHEREOF, the parties hereto have executed this Spread Account Agreement
      as of the date set forth on the first page hereof.

     

    
      	 	 	 
	 	UPFC
              AUTO
              RECEIVABLES TRUST 2007-B, as Issuing Entity
	 
 	 
 	 
	
            	By:  	
              WELLS
                FARGO DELAWARE TRUST COMPANY, 

              not
                in
                its individual capacity but solely as Owner Trustee on behalf of
                the
                Issuing Entity.

            
	 	 	 
	 	 	 
	 	By:  	 
	 	 	
              

              Name:

              Title:
                

            


    

    
      	
            	 	 
	 	 	 
	 	
              AMBAC
                ASSURANCE CORPORATION,

              as
                Insurer

            
	 	 	 
	 	 	 
	 	By:  	 
	 	 	
              

              Name:

              Title:
                

            


    

    
      	
            	 	 
	 	 	 
	 	
              DEUTSCHE
                BANK TRUST COMPANY AMERICAS,

              as
                Trustee, as Trust Collateral Agent and as Collateral
                Agent

            
	 	 	 
	 	 	 
	 	By:  	 
	 	 	
              

              Name:

              Title:
                

            


      
        	
              	 	 
	 	 	 
	 	By:  	 
	 	 	
                

                Name:

                Title:
                  

              


      

    

    


    Accepted
      and Agreed with respect to Sections 4.06 and 4.07:

     

     

    
      	UNITED
              AUTO CREDIT
              CORPORATION	 	 	 
	 	 	 	 
	 	 	 	 
	By:	 	 	
            
	
              
                

              

              Name:

              Title:
                

            	 	 	
            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

       

    


    SCHEDULE
      A

    


    LEVEL
      1, LEVEL 2 AND LEVEL 3 TRIGGER EVENT 

    CUMULATIVE
      NET LOSS TESTS AND DELINQUENCY TESTS

    

      
        	
                Cumulative
                  Net Loss Test

              
	
                Month

              	
                1st
                  Level

              	
                2nd
                  Level

              	
                3rd
                  Level

              
	
                1

              	
                0.50%

              	
                0.61%

              	
                0.68%

              
	
                2

              	
                1.00%

              	
                1.22%

              	
                1.36%

              
	
                3

              	
                1.50%

              	
                1.83%

              	
                2.04%

              
	
                4

              	
                2.00%

              	
                2.44%

              	
                2.71%

              
	
                5

              	
                2.50%

              	
                3.05%

              	
                3.39%

              
	
                6

              	
                3.10%

              	
                3.66%

              	
                4.07%

              
	
                7

              	
                3.70%

              	
                4.27%

              	
                4.75%

              
	
                8

              	
                4.30%

              	
                4.88%

              	
                5.43%

              
	
                9

              	
                4.90%

              	
                5.49%

              	
                6.11%

              
	
                10

              	
                5.50%

              	
                6.10%

              	
                6.78%

              
	
                11

              	
                6.10%

              	
                6.71%

              	
                7.46%

              
	
                12

              	
                6.70%

              	
                7.32%

              	
                8.14%

              
	
                13

              	
                7.20%

              	
                7.93%

              	
                8.82%

              
	
                14

              	
                7.70%

              	
                8.54%

              	
                9.50%

              
	
                15

              	
                8.20%

              	
                9.15%

              	
                10.18%

              
	
                16

              	
                8.70%

              	
                9.76%

              	
                10.85%

              
	
                17

              	
                9.20%

              	
                10.36%

              	
                11.53%

              
	
                18

              	
                9.70%

              	
                10.98%

              	
                12.21%

              
	
                19

              	
                10.20%

              	
                11.59%

              	
                12.89%

              
	
                20

              	
                10.70%

              	
                12.19%

              	
                13.57%

              
	
                21

              	
                11.20%

              	
                12.80%

              	
                14.25%

              
	
                22

              	
                11.70%

              	
                13.42%

              	
                14.92%

              
	
                23

              	
                12.20%

              	
                14.02%

              	
                15.60%

              
	
                24

              	
                12.60%

              	
                14.63%

              	
                16.28%

              
	
                25

              	
                12.90%

              	
                14.94%

              	
                16.62%

              
	
                26

              	
                13.10%

              	
                15.24%

              	
                16.96%

              
	
                27

              	
                13.30%

              	
                15.55%

              	
                17.30%

              
	
                28

              	
                13.50%

              	
                15.85%

              	
                17.64%

              
	
                29

              	
                13.70%

              	
                16.16%

              	
                17.98%

              
	
                30

              	
                13.90%

              	
                16.46%

              	
                18.32%

              
	
                31

              	
                14.10%

              	
                16.76%

              	
                18.65%

              
	
                32

              	
                14.30%

              	
                17.07%

              	
                18.99%

              
	
                33

              	
                14.50%

              	
                17.38%

              	
                19.33%

              
	
                34

              	
                14.70%

              	
                17.68%

              	
                19.67%

              
	
                35

              	
                14.90%

              	
                17.99%

              	
                20.01%

              
	
                36
                  and
                  on

              	
                15.10%

              	
                18.29%

              	
                20.35%

              


      



     

     

    
      
        
        

      

      
        
        

        
          

        

      

       

    

     

     

      
        	
                60+
                  Day Delinquency Test

              
	
                Month

              	
                1st
                  Level

              	
                2nd
                  Level

              	
                3rd
                  Level

              
	
                1

              	
                3.00%

              	
                3.63%

              	
                4.00%

              
	
                2

              	
                3.00%

              	
                3.63%

              	
                4.00%

              
	
                3

              	
                3.00%

              	
                3.63%

              	
                4.00%

              
	
                4

              	
                3.00%

              	
                3.63%

              	
                4.00%

              
	
                5

              	
                3.00%

              	
                3.63%

              	
                4.00%

              
	
                6

              	
                3.00%

              	
                3.63%

              	
                4.00%

              
	
                7

              	
                3.00%

              	
                3.63%

              	
                4.00%

              
	
                8

              	
                3.00%

              	
                3.63%

              	
                4.00%

              
	
                9

              	
                3.00%

              	
                3.63%

              	
                4.00%

              
	
                10

              	
                3.00%

              	
                3.63%

              	
                4.00%

              
	
                11

              	
                3.00%

              	
                3.63%

              	
                4.00%

              
	
                12

              	
                3.00%

              	
                3.63%

              	
                4.00%

              
	
                13

              	
                4.00%

              	
                4.63%

              	
                5.00%

              
	
                14

              	
                4.00%

              	
                4.63%

              	
                5.00%

              
	
                15

              	
                4.00%

              	
                4.63%

              	
                5.00%

              
	
                16

              	
                4.00%

              	
                4.63%

              	
                5.00%

              
	
                17

              	
                4.00%

              	
                4.63%

              	
                5.00%

              
	
                18

              	
                4.00%

              	
                4.63%

              	
                5.00%

              
	
                19

              	
                4.00%

              	
                4.63%

              	
                5.00%

              
	
                20

              	
                4.00%

              	
                4.63%

              	
                5.00%

              
	
                21

              	
                4.00%

              	
                4.63%

              	
                5.00%

              
	
                22

              	
                4.00%

              	
                4.63%

              	
                5.00%

              
	
                23

              	
                4.00%

              	
                4.63%

              	
                5.00%

              
	
                24

              	
                4.00%

              	
                4.63%

              	
                5.00%

              
	
                25

              	
                4.00%

              	
                4.63%

              	
                5.00%

              
	
                26

              	
                4.00%

              	
                4.63%

              	
                5.00%

              
	
                27

              	
                4.00%

              	
                4.63%

              	
                5.00%

              
	
                28

              	
                4.00%

              	
                4.63%

              	
                5.00%

              
	
                29

              	
                4.00%

              	
                4.63%

              	
                5.00%

              
	
                30

              	
                4.00%

              	
                4.63%

              	
                5.00%

              
	
                31

              	
                5.00%

              	
                5.63%

              	
                6.00%

              
	
                32

              	
                5.00%

              	
                5.63%

              	
                6.00%

              
	
                33

              	
                5.00%

              	
                5.63%

              	
                6.00%

              
	
                34

              	
                5.00%

              	
                5.63%

              	
                6.00%

              
	
                35

              	
                5.00%

              	
                5.63%

              	
                6.00%

              
	
                36
                  and
                  on

              	
                5.00%

              	
                5.63%

              	
                6.00%