(EXECUTION
        VERSION)

    

     

    
      

      

    

     

    SALE
      AGREEMENT

     

    between

     

    UNITED
      AUTO CREDIT CORPORATION,

     

    as
      Seller

     

    and

     

    UPFC
      AUTO
      FINANCING CORPORATION,

     

    as
      Purchaser

     

    Dated
      November 1, 2007

     

     

    
      

      

    

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    TABLE
      OF
      CONTENTS

     

    
      	 	
              Page

            
	 	 
	
              ARTICLE
                I
                DEFINITIONS

            	
              1

            
	 	 
	
              SECTION
                1.1. OTHER INTERPRETIVE PROVISIONS.

            	
              1

            
	 	 
	
              ARTICLE
                II
                PURCHASE AND SALE OF RECEIVABLES

            	
              2

            
	 	 
	
              SECTION
                2.1. PURCHASE AND SALE OF RECEIVABLES.

            	
              2

            
	
              SECTION
                2.2. RECEIVABLES PURCHASE PRICE.

            	
              3

            
	
              SECTION
                2.3. EXPENSES.

            	
              3

            
	 	 
	
              ARTICLE
                III
                REPRESENTATIONS AND WARRANTIES

            	
              3

            
	 	 
	
              SECTION
                3.1. REPRESENTATIONS AND WARRANTIES OF PURCHASER.

            	
              3

            
	
              SECTION
                3.2. REPRESENTATIONS AND WARRANTIES OF SELLER.

            	
              5

            
	
              SECTION
                3.3. REPRESENTATIONS AND WARRANTIES AS TO EACH RECEIVABLE.

            	
              6

            
	
              SECTION
                3.4. REPURCHASE UPON BREACH.

            	
              11

            
	 	 
	
              ARTICLE
                IV
                RESERVED

            	
              12

            
	 	 
	
              ARTICLE
                V
                COVENANTS OF SELLER

            	
              12

            
	 	 
	
              SECTION
                5.1. PROTECTION OF TITLE TO SELLER ASSETS.

            	
              12

            
	
              SECTION
                5.2. OTHER LIENS OR INTERESTS.

            	
              14

            
	
              SECTION
                5.3. INDEMNIFICATION.

            	
              14

            
	
              SECTION
                5.4. NONPETITION COVENANT.

            	
              15

            
	 	 
	
              ARTICLE
                VI
                MISCELLANEOUS PROVISIONS

            	
              15

            
	 	 
	
              SECTION
                6.1. OBLIGATIONS OF SELLER.

            	
              15

            
	
              SECTION
                6.2. SELLER’S ASSIGNMENT OF PURCHASED RECEIVABLES.

            	
              15

            
	
              SECTION
                6.3. SUBSEQUENT TRANSFER TO THE TRUST, INDENTURE TRUSTEE AND
                INSURER.

            	
              15

            
	
              SECTION
                6.4. AMENDMENT.

            	
              16

            
	
              SECTION
                6.5. WAIVERS.

            	
              17

            
	
              SECTION
                6.6. NOTICES.

            	
              17

            
	
              SECTION
                6.7. MERGER AND INTEGRATION.

            	
              17

            
	
              SECTION
                6.8. SEVERABILITY OF PROVISIONS.

            	
              17

            
	
              SECTION
                6.9. COSTS AND EXPENSES.

            	
              17

            
	
              SECTION
                6.10. REPRESENTATIONS TO SELLER.

            	
              17

            
	
              SECTION
                6.11. GOVERNING LAW.

            	
              17

            
	
              SECTION
                6.12. COUNTERPARTS.

            	
              17

            
	
              SECTION
                6.13. THIRD-PARTY BENEFICIARIES.

            	
              18

            


    

    


     

    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

     

    SALE
      AGREEMENT

     

    THIS
      SALE
      AGREEMENT (as from time to time amended, supplemented or otherwise modified
      and
      in effect, this “Agreement”) is made as of this 1st
      day of
      November, 2007 by and between UNITED AUTO CREDIT CORPORATION, a California
      corporation (in such capacity and for purposes of this Agreement only, the
      “Seller”), and UPFC AUTO FINANCING CORPORATION, a Texas corporation (in such
      capacity and for purposes of this Agreement only, the “Purchaser”).

     

    WHEREAS,
      in the regular course of its business, conditional sale contracts secured by
      motor vehicles (“Loans”) were assigned by dealers to the Seller located in the
      state where such dealer was located;

     

    WHEREAS,
      Purchaser desires to purchase from Seller a portfolio of Loans; and

     

    WHEREAS,
      Seller is willing to sell such Loans to Purchaser.

     

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

     

    ARTICLE
      I

    DEFINITIONS

     

    DEFINITIONS.
      Capitalized terms used but not defined herein are used in this Agreement as
      defined in Article I of the Sale and Servicing Agreement among UPFC Auto
      Receivables Trust 2007-B, as the Trust, UPFC Auto Financing Corporation, as
      Seller, United Auto Credit Corporation, as Servicer, Deutsche Bank Trust Company
      Americas, as Trust Collateral Agent and Backup Servicer, and CenterOne Financial
      Services LLC, as Designated Backup Subservicer as the same may be amended and
      supplemented from time to time.

     

    SECTION
      1.1. OTHER
      INTERPRETIVE PROVISIONS. For
      purposes of this Agreement, unless the context otherwise requires:
      (a) accounting terms not otherwise defined in this Agreement, and
      accounting terms partly defined in this Agreement to the extent not defined,
      shall have the respective meanings given to them under GAAP; (b) terms
      defined in Article 9 of the UCC and not otherwise defined in this Agreement
      are
      used as defined in that Article; (c) the words “hereof,” “herein” and
“hereunder” and words of similar import refer to this Agreement as a whole and
      not to any particular provision of this Agreement; (d) references to any
      Article, Section, Schedule or Exhibit are references to Articles, Sections,
      Schedules and Exhibits in or to this Agreement and references to any paragraph,
      subsection, clause or other subdivision within any Section or definition refer
      to such paragraph, subsection, clause or other subdivision of such Section
      or
      definition; (e) the term “including” means “including without limitation”;
      (f) except as otherwise expressly provided herein, references to any law or
      regulation refer to that law or regulation as amended from time to time and
      include any successor law or regulation; (g) references to any Person
      include that Person’s successors and assigns; and (h) headings are for
      purposes of reference only and shall not otherwise affect the meaning or
      interpretation of any provision hereof.

     

    
      
        
        

      

      
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    ARTICLE
      II

    PURCHASE
      AND SALE OF RECEIVABLES

     

    SECTION
      2.1. PURCHASE
      AND SALE OF RECEIVABLES.

     

    Effective
      as of the Closing Date and immediately prior to the transactions pursuant to
      the
      Indenture, the Sale and Servicing Agreement, the Trust Agreement and the
      Insurance Agreement, Seller does hereby sell, transfer, assign, set over and
      otherwise convey to Purchaser, without recourse (subject to the obligations
      herein), all right, title and interest of Seller in and to the following (the
      “Seller Assets”):

     

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

     

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

     

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

     

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

     

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

     

    (f) the
      related Receivable Files;

     

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

     

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

     

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

     

    The
      sale,
      transfer, assignment, setting over and conveyance made hereunder shall not
      constitute and is not intended to result in an assumption by Purchaser of any
      obligation of Seller to the Obligors, the Dealers or any other Person in
      connection with the Receivables and the other assets and properties conveyed
      hereunder or any agreement, document or instrument related thereto.


     

    It
      is the
      express intention of Seller and Purchaser that (a) the assignment and transfer
      herein contemplated constitute a sale of the Receivables and the other Seller
      Assets described above, conveying good title thereto free and clear of any
      liens, encumbrances, security interests or rights of other Persons, from Seller
      to Purchaser and (b) the Receivables and the other Seller Assets described
      above
      not be a part of Seller’s estate in the event of a bankruptcy or insolvency of
      Seller. If, notwithstanding the intention of Seller and Purchaser, such
      conveyance is deemed to be a pledge in connection with a financing or is
      otherwise deemed not to be a sale, Seller hereby grants, and the parties intend
      that Seller shall have granted to the Purchaser, a first priority perfected
      security interest in all of Seller’s right, title and interest in all of the
      items of the Seller Assets and all proceeds of the foregoing, and that this
      Agreement shall constitute a security agreement under applicable law and the
      Purchaser shall have all of the rights and remedies of a secured party and
      creditor under the UCC as in force in the relevant jurisdictions.

     

    
      
        
        

      

      
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    SECTION
      2.2. RECEIVABLES
      PURCHASE PRICE. In
      consideration for the Seller Assets, Purchaser shall, on the Closing Date,
      pay
      to Seller the Receivables Purchase Price. The “Receivables Purchase Price” shall
      be $268,817,204.56, payable in cash and advance obligation due from Purchaser
      to
      Seller.

     

    SECTION
      2.3. EXPENSES.
      The
      Seller shall pay (or shall reimburse the Underwriters or any other Person to
      the
      extent that the Underwriters of such other Person shall pay), to the extent
      any
      of the amounts below have not been paid by Purchaser pursuant to the Sale and
      Servicing Agreement, for certain of the expenses of the Underwriters in
      connection with the issuance and sale of the Notes and any taxes payable in
      connection therewith, including: (i) expenses incident to the preparing,
      printing, reproducing and distributing of the Preliminary Prospectus and the
      Prospectus, (ii) the fees and expenses of qualifying the Notes under the
      securities laws of the several jurisdictions and of preparing, printing and
      distributing any blue sky survey (including related fees and expenses of counsel
      to the Underwriter), (iii) any fees charged by Moody’s and Standard &
Poor’s in connection with the rating of the Notes, (iv) the fees of DTC in
      connection with the book-entry registration of the Notes, (v) the fees and
      disbursements of the Indenture Trustee and the Owner Trustee and their
      respective counsels, (vi) the fees and disbursements of the accountants,
      (vii) the fees and disbursements of McKee Nelson LLP, counsel
      to the Underwriters and Underwriter, in connection with the purchase of the
      Receivables hereunder and the issuance and sale of the Notes and (viii) the
      filing fee charged by the SEC for registration of the Notes.

     

    ARTICLE
      III

    REPRESENTATIONS
      AND WARRANTIES

     

    SECTION
      3.1. REPRESENTATIONS
      AND WARRANTIES OF PURCHASER. Purchaser
      hereby makes the following representations and warranties upon which Seller
      and
      the Insurer may rely. Such representations are made as of the execution and
      delivery of this Agreement, but shall survive the sale, transfer and assignment
      of the Receivables to Purchaser, the sale by Purchaser to the Trust and the
      pledge by the Trust to the Indenture Trustee.

     

    (a) Organization
      and Good Standing. Purchaser has been duly organized and is validly existing
      as
      a corporation in good standing under the laws of the State of California and
      has
      the corporate power and authority to execute and deliver this Agreement and
      to
      perform the terms and provisions hereof.

     

    (b) Due
      Qualification. Purchaser is duly qualified to do business as a foreign
      corporation in good standing, and has obtained all necessary licenses and
      approvals in all jurisdictions where the failure to do so would materially
      and
      adversely affect Purchaser's ability to acquire the Seller Assets, and to
      transfer the Seller Assets to the Trust pursuant to the Sale and Servicing
      Agreement, or the validity or enforceability of the Seller Assets or to perform
      Purchaser's obligations hereunder and under the Transaction
      Documents

     

    
      
        
        

      

      
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    (c) Power
      and
      Authority. Purchaser has full power, authority and legal right to execute,
      deliver and perform this Agreement and has taken all necessary action to
      authorize the execution, delivery and performance by it of this
      Agreement.

     

    (d) No
      Consent Required. No approval, authorization, consent, license or other order
      or
      action of, or filing or registration with, any governmental authority, bureau
      or
      agency is required in connection with the execution, delivery or performance
      by
      Purchaser of this Agreement or the consummation of the transactions contemplated
      hereby.

     

    (e) Binding
      Obligation. This Agreement has been duly executed and delivered by Purchaser
      and
      this Agreement constitutes a legal, valid and binding obligation of Purchaser,
      enforceable against Purchaser in accordance with its terms, subject, as to
      enforceability, to applicable bankruptcy, insolvency, reorganization,
      conservatorship, receivership, liquidation and other similar laws affecting
      the
      enforcement of the rights of creditors generally and to equitable limitations
      on
      the availability of specific remedies.

     

    (f) No
      Violation. The execution, delivery and performance by Purchaser of this
      Agreement and the consummation of the transactions contemplated hereby will
      not
      conflict with, result in any breach of the material terms and provisions of,
      constitute (with or without notice or lapse of time) a material default under
      or
      result in the creation or imposition of any Lien under any of its material
      properties pursuant to the terms of, (i) the articles of incorporation or bylaws
      of Purchaser, (ii) any material indenture, contract, lease, mortgage, deed
      of
      trust or other instrument or agreement to which Purchaser is a party or by
      which
      Purchaser is bound or to which any of its properties are subject, or (iii)
      any
      law, order, rule or regulation applicable to Purchaser of any federal or state
      regulatory body, any court, administrative agency, or other governmental
      instrumentality having jurisdiction over Purchaser.

     

    (g) No
      Proceedings. There are no proceedings or investigations pending, or, to the
      knowledge of Purchaser, threatened, before any court, regulatory body,
      administrative agency, or other tribunal or governmental instrumentality having
      jurisdiction over Purchaser or its properties: (i) asserting the invalidity
      of
      this Agreement or the transactions contemplated herein, (ii) seeking to prevent
      the consummation of any of the transactions by this Agreement,
      (iii) seeking any determination or ruling that might materially and
      adversely affect the performance by Purchaser of its obligations under, or
      the
      validity or enforceability of, this Agreement or the transactions contemplated
      herein, or (iv) that may materially and adversely affect this Agreement or
      the
      transactions contemplated hereby.

     

    SECTION
      3.2. REPRESENTATIONS
      AND WARRANTIES OF SELLER. Seller
      hereby makes the following representations and warranties upon which Purchaser
      and the Insurer may rely. Such representations are made as of the execution
      and
      delivery of this Agreement, but shall survive the sale, transfer and assignment
      of the Receivables to Purchaser, the sale by Purchaser to the Trust and the
      pledge by the Trust to the Indenture Trustee.

     

    
      
        
        

      

      
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    (a) Organization
      and Good Standing. Seller has been duly incorporated and is validly existing
      as
      a corporation in good standing under the laws of the State of California and
      has
      the corporate power and authority to execute and legal right to own its
      properties and conduct its motor vehicle retail installment sale contract
      business as such properties are at present owned and such business is at present
      conducted and had at all relevant times, and has, power, authority and legal
      right to acquire, own and sell the Seller Assets pursuant to the terms of this
      Agreement.

     

    (b) Due
      Qualification. The Seller is duly qualified to do business as a foreign
      corporation and is in good standing, and has obtained all necessary licenses
      and
      approvals, in all jurisdictions in which the ownership or lease of property
      or
      the conduct of its business shall require such qualifications and in which
      the
      failure to do so would materially and adversely affect the Purchaser’s
      performance of its obligations under, the validity or enforceability of, this
      Agreement or the Seller Assets.

     

    (c) Power
      and
      Authority. Seller has the power, authority and legal right to execute and
      deliver this Agreement and to carry out its terms and to sell and assign the
      Seller Assets; and the execution, delivery and performance of this Agreement
      has
      been duly authorized by Seller by all necessary action.

     

    (d) No
      Consent Required. No approval, authorization, consent, license or other order
      or
      action of, or filing or registration with, any governmental authority, bureau
      or
      agency is required in connection with the execution, delivery or performance
      of
      this Agreement or the consummation of the transactions contemplated hereby
      or
      thereby, other than the filing of UCC financing statements or as otherwise
      has
      been made or obtained.

     

    (e) Valid
      Sale; Binding Obligation. Seller intends this Agreement to effect a valid sale,
      transfer, and assignment of the Receivables and the other Seller Assets conveyed
      by Seller to Purchaser hereunder, enforceable against creditors of and
      purchasers from Seller; and this Agreement constitutes a legal, valid and
      binding obligation of Seller, enforceable against Seller in accordance with
      its
      terms, subject, as to enforceability, to applicable bankruptcy, insolvency,
      reorganization, conservatorship, receivership, liquidation and other similar
      laws affecting enforcement of the rights of creditors generally and to equitable
      limitations on the availability of specific remedies.

     

    (f) No
      Violation. The execution, delivery and performance by Seller of this Agreement
      and the consummation of the transactions contemplated hereby will not conflict
      with, result in any material breach of any of the terms and provisions of,
      constitute (with or without notice or lapse of time) a material default under,
      or result in the creation or imposition of any Lien upon any of its material
      properties pursuant to the terms of, (i) the charter or bylaws of Seller, (ii)
      any material indenture, contract, lease, mortgage, deed of trust or other
      instrument or agreement to which Seller is a party or by which Seller is bound,
      or (iii) any law, order, rule or regulation applicable to Seller of any federal
      or state regulatory body, any court, administrative agency, or other
      governmental instrumentality having jurisdiction over Seller.

     

    
      
        
        

      

      
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    (g) No
      Proceedings. There are no proceedings or investigations pending, or, to the
      knowledge of Seller, threatened, before any court, regulatory body,
      administrative agency, or other tribunal or governmental instrumentality having
      jurisdiction over Seller or its properties: (i) asserting the invalidity of
      this Agreement or the transactions contemplated herein, (ii) seeking to prevent
      the consummation of any of the transactions by this Agreement, (iii) seeking
      any
      determination or ruling that might materially and adversely affect the
      performance by Seller of its obligations under, or the validity or
      enforceability of, this Agreement or the transactions contemplated herein,
      or
      (iv) that may materially and adversely affect this Agreement or the transactions
      contemplated hereby.

     

    (h) Compliance
      with Requirements of Law. The Seller shall duly satisfy all obligations on
      its
      part to be fulfilled under or in connection with each Receivable, will maintain
      in effect all qualifications required under applicable law and will comply
      in
      all material respects with all other applicable law in connection with servicing
      each Receivable the failure to comply with which would have a material adverse
      effect on the Seller’s performance of its obligations under this
      Agreement.

     

    (i) True
      Sale. The Receivables are being transferred with the intention of removing
      them
      from the Seller's estate pursuant to Section 541 of the Bankruptcy
      Code.

     

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

     

    (k) Official
      Record. This Agreement and all other documents related hereto to which Seller
      is
      a party have been approved by Seller’s board of directors, which approval is
      reflected in the minutes or unanimous written consent of such board, and shall
      continuously from time to time of each such document’s execution, be maintained
      as an official record of Seller.

     

    SECTION
      3.3. REPRESENTATIONS
      AND WARRANTIES AS TO EACH RECEIVABLE. Seller
      hereby makes the following representations and warranties as to each Receivable
      conveyed by it to Purchaser hereunder on which Purchaser shall rely in acquiring
      the Receivables and on which the Insurer shall rely in issuing the Policy.
      Such
      representations and warranties shall survive the sale, transfer and assignment
      of the Receivables to Purchaser hereunder, the subsequent sale, transfer and
      assignment of the Receivables to the Trust under the Sale and Servicing
      Agreement, and the pledge thereof to Indenture Trustee pursuant to the
      Indenture. Such representations and warranties are made as of the Closing Date,
      unless otherwise noted below.

     

    (a) Good
      Title. It is the intention of Seller that the transfer and assignment herein
      contemplated constitute a sale of the Receivables from Seller to Purchaser
      and
      that the beneficial interest in and title to the Receivables not be part of
      Seller’s estate in the event of the filing of a bankruptcy petition by or
      against Seller under any bankruptcy law notwithstanding the Seller will treat
      the transfer as a secured financing for accounting purposes. No Receivable
      (including the right to receive payments thereunder) has been sold, transferred,
      assigned, or pledged by Seller to any Person other than Purchaser. Immediately
      prior to the transfer and assignment herein contemplated, Seller was the sole
      owner of and had good and marketable title to the Receivable free and clear
      of
      any Lien and had full right and power to transfer and assign the Receivable
      to
      Purchaser and immediately upon the transfer and assignment of the Receivable
      to
      Purchaser, Purchaser shall have good and marketable title to the Receivable,
      free and clear of any Lien, and Purchaser’s interest in the Receivable resulting
      from the transfer has been perfected under the UCC. 

     

    
      
        
        

      

      
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    (b) No
      Assignment. As of the Closing Date, Seller shall not have taken any action
      to
      convey any right to any Person that would result in such Person having a right
      to payments received under the Insurance Policies or Dealer Agreements, or
      payments due under the Receivable.

     

    (c) Past
      Due.
      At the Cutoff Date, no Receivable was more than 30 days past due.

     

    (d) Characteristics
      of Receivables. Each Receivable (i) was originated by a Dealer in the
      ordinary course of such Dealer’s business and such Dealer had all necessary
      licenses and permits to originate Receivables in the state where such Dealer
      was
      located; (ii) was duly and properly executed by the parties thereto, was
      purchased by Seller from a Dealer under an agreement with a Dealer pursuant
      to
      which Seller acquired Receivables in the ordinary course of business and was
      validly assigned by such Dealer to Seller; (iii) contains customary and
      enforceable provisions such as to render the rights and remedies of the holder
      thereof adequate for realization against the collateral security; (iv) is
      fully amortizing and provides for level monthly payments (provided that the
      payment in the first monthly period and the final monthly period of the life
      of
      the Receivable may be minimally different from the level payment) which, if
      made when due shall fully amortize the amount financed over the original term
      and yield interest at the rate set forth on the Receivable; (v) is a fixed
      rate, simple interest or add-on interest loan; (vi) shall provide for, in
      the event that such Receivable is prepaid, a prepayment that fully pays the
      principal balance and includes any accrued and unpaid interest due pursuant
      to
      the related contract through the date of prepayment in an amount at least equal
      to the rate set forth on the Receivable, and (vii) has not been amended or
      collections with respect to which waived, other than as evidenced in the
      Receivable File related thereto.

     

    (e) Individual
      Characteristics. The Receivables have the following individual characteristics
      as of the Cutoff Date; (i) each Receivable has an APR of not less than
      17.02% and not more than 30.00%, (ii) each Receivable had an original term
      to maturity of not more than 72 months and each Receivable has a remaining
      term
      to maturity, as of the Cutoff Date, of not less than 2 months; (iii) each
      Receivable has a Cutoff Date Principal Balance of not less than $500.00 and
      no
      more than $29,996.97, (iv) no Receivable has a scheduled maturity date
      later than November 7, 2013; (v) each Receivable was originated after
      September 23, 2002; and (vi) the Dealer of the Financed Vehicle has no
      participation in, or other right to receive, any proceeds of the
      Receivable.

     

    (f) No
      Fraud
      or Misrepresentation. Each Receivable was originated by the Dealer and sold
      by
      the Dealer to Seller without any fraud or misrepresentation on the part of
      such
      Dealer.

     

    
      
        
        

      

      
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    (g) Compliance
      With Law. All requirements of applicable federal, state and local laws, and
      regulations thereunder (including, without limitation, usury laws, the Federal
      Truth-in-Lending Act, the Equal Credit Opportunity Act, the Fair Credit Billing
      Act, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act,
      the
      Federal Trade Commission Act, the Magnuson-Moss Warranty Act, the Federal
      Reserve Board’s Regulations “B,” “M” and “Z,” state unfair and deceptive
      practices and state adaptations of the National Consumer Act and of the Uniform
      Consumer Credit Code and other consumer credit laws and equal credit opportunity
      and disclosure laws) in respect of all of the Receivables and the Financed
      Vehicles, have been complied with in all material respects, and each Receivable
      and the sale of the Financed Vehicle complied at the time it was originated
      or
      made and now complies in all material respects with all applicable legal
      requirements.

     

    (h) Origination.
      Each Receivable was originated in the United States.

     

    (i) Binding
      Obligation. Each Receivable represents the genuine, legal, valid and binding
      payment obligation of the Obligor, enforceable by the holder thereof in
      accordance with its terms, except as enforceability may be limited by
      bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or
      similar laws affecting the enforcement of creditors’ rights generally and by
      equitable limitations on the availability of specific remedies, regardless
      of
      whether such enforceability is considered in a proceeding in equity or at law;
      and all parties to each Receivable had full legal capacity to exercise and
      deliver such Receivable and all other documents related thereto and to grant
      the
      security interest purported to be granted thereby. 

     

    (j) No
      Government Obligor. No Obligor is the United States of America or any State
      or
      any agency, department, subdivision or instrumentality thereof.

     

    (k) Obligor
      Bankruptcy. No Obligor is identified on the records of the Seller as being
      the
      subject of a current bankruptcy proceeding. 

     

    (l) Receivable
      Schedule. The information regarding the Receivables set forth in the Schedule
      of
      Receivables is true and correct in all material respects as of the close of
      business on the Cutoff Date.

     

    (m) Marking
      Records. By the Closing Date, the Seller will have caused the portions of the
      electronic ledger relating to the Receivables to be clearly and unambiguously
      marked to show that the Receivables have been transferred to the Purchaser
      or as
      otherwise required by the Purchaser.

     

    (n) Adverse
      Selection. No selection procedures believed by the Seller to be adverse to
      the
      Purchaser, the Noteholders or the Insurer were utilized in selecting the
      Receivables from those receivables owned by Seller eligible for transfer to
      the
      Purchaser pursuant to this Agreement.

     

    (o) Obligations.
      The Seller has duly fulfilled all material obligations on its part to be
      fulfilled under, or in connection with, the Receivable. 

     

    
      
        
        

      

      
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    (p) Chattel
      Paper. Each Receivable constitutes “tangible chattel paper” within the meaning
      of the relevant UCC.

     

    (q) One
      Original. There is only one original executed copy of each
      Receivable.

     

    (r) Receivable
      Files Complete. There exists a Receivable File pertaining to each Receivable
      and
      such Receivable File contains each of the documents referred to in Section
      3.3
      of the Sale and Servicing Agreement. Each of such documents which is required
      to
      be signed by the Obligor has been signed by the Obligor in the appropriate
      spaces. All applicable blanks on any form have been properly filled in and
      each
      form has otherwise been correctly prepared. The Receivable File for each
      Receivable currently is in the possession of the Servicer or an agent of
      Servicer.

     

    (s) Receivables
      in Force. As of the Cutoff Date, no Receivable has been satisfied, subordinated
      or rescinded, and the Financed Vehicle securing each such Receivable has not
      been released from the lien of the related Receivable in whole or in part;
      no
      provisions of any Receivable have been waived, altered or modified in any
      respect since its origination, except by instruments or documents identified
      in
      the Receivable File; and no Receivable has been modified as a result of
      application of the Servicemembers Civil Relief Act.

     

    (t) Lawful
      Assignment. No Receivable was originated in, or is subject to the laws of,
      any
      jurisdiction the laws of which would make unlawful, void or voidable the sale,
      transfer and assignment of such Receivable under this Agreement or to be entered
      into by the Purchaser.

     

    (u) Composition
      of Receivable. No Receivable has a Principal Balance which includes capitalized
      interest, late charges or amounts attributable to the payment of the premium
      for
      any Insurance Policy.

     

    (v) Security
      Interest in Financed Vehicle. Seller has a first priority perfected security
      interest in all of the Financed Vehicles securing the Receivables originated
      by
      Seller, which security interest is assignable together with such Receivable
      and
      has been so assigned to the Purchaser. There are no Liens affecting a Financed
      Vehicle which are or may be Liens prior or equal to the lien of the
      Receivable.

     

    (w) Notations
      of Security Interest in Financed Vehicle. With respect to each Receivable,
      if
      the related Financed Vehicle is located in a state in which notation of a
      security interest on the title document is required or permitted to perfect
      such
      security interest, the title document shows, or if a new or replacement title
      document is being applied for with respect to such Financed Vehicle the title
      document will be received within 180 days of the Closing Date and will show
      Seller named as the original secured party under each Receivable as the holder
      of a first priority security interest in such Financed Vehicle. With respect
      to
      each such Receivable for which the title document has not yet been returned
      from
      the applicable registrar of titles, Seller has (i) received written
      evidence from the related Dealer that such title document showing Seller as
      first lienholder has been applied for or (ii) applied for such title
      document showing Seller as first lienholder. With respect to each Receivable,
      if
      the related Financed Vehicle is located in a state in which the filing of a
      financing statement under the Uniform Commercial Code is required or permitted
      to perfect such security interest, such filings have been duly made and show
      Seller named as the secured party. 

     

    
      
        
        

      

      
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    (x) All
      Filings Made. All filings (including, without limitation, UCC filings) required
      to be made by any Person and actions required to be taken or performed by any
      Person in any jurisdiction to give the Purchaser a first priority perfected
      lien
      on, or ownership interest in, the Receivables and the proceeds thereof have
      been
      made, taken or performed.

     

    (y) No
      Impairment. The Seller has not done anything to convey any right to any Person
      that would result in such Person having a right to payments due under the
      Receivable or otherwise to impair the rights of the Purchaser in any Receivable
      or the proceeds thereof.

     

    (z) Receivable
      Not Assumable. No Receivable is assumable by another Person in a manner which
      would release the Obligor thereof from such Obligor’s obligations with respect
      to such Receivable.

     

    (aa) No
      Defenses. No Receivable is subject to any right of rescission, setoff,
      counterclaim or defense and no such right has been asserted or threatened with
      respect to any Receivable.

     

    (bb) No
      Default. Except for payment defaults continuing for a period of no more than
      30
      days as of the Cutoff Date, there has been no default, breach, violation or
      event permitting acceleration under the terms of any Receivable, and no
      condition exists or event has occurred and is continuing that with notice,
      the
      lapse of time or both would constitute a default, breach, violation or event
      permitting acceleration under the terms of any Receivable, and there has been
      no
      waiver of any of the foregoing. As of the Cutoff Date, no Financed Vehicle
      has
      been repossessed. No funds have been advanced by Seller or any Dealer or any
      person acting on the behalf of Seller or any Dealer for the purpose of enabling
      any Obligor to qualify under the preceding sentence.

     

    (cc) Insurance.
      Each Receivable requires the Obligor to maintain a comprehensive and collision
      insurance policy (i) in an amount at least equal to the lesser of (a) its
      maximum insurable value or (b) the principal balance due from the Obligor under
      the related Receivable, (ii) naming Seller as loss payee and (iii) insuring
      against loss and damage due to fire, theft, transportation, collision and other
      risks generally covered by comprehensive and collision coverage. Each Receivable
      requires the Obligor to maintain physical loss and damage insurance, naming
      Seller and its successors and assigns as additional insured parties and each
      Receivable permits, but does not require, the holder thereof to obtain physical
      loss and damage insurance at the expense of the Obligor if the Obligor fails
      to
      do so.

     

    (dd) Paid
      Ahead. As of the Cutoff Date, any amounts paid ahead on the Receivables have
      been applied to the unpaid principal balance of the Receivables, as reflected
      in
      the Schedule of Receivables.

     

    
      
        
        

      

      
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    (ee) Interest
      Payable. With respect to each Receivable, interest will be charged and payable
      on the unpaid principal balance of the Receivable since the date of the last
      payment on the Receivable (and in all cases will be charged since the Cutoff
      Date).

     

    (ff) Underwriting
      Guidelines. Each Receivable has been originated in accordance with Seller’s
      underwriting guidelines.

     

    (gg) Bulk
      Transfer Laws. The transfer, assignment and conveyance of the Receivables and
      the related Receivable Files from the Seller to the Purchaser are not subject
      to
      the bulk transfer or any similar statutory provisions in effect in any
      applicable jurisdiction.

     

    (hh) Geographic.
      No Receivable was originated by a Dealer located in Mississippi or
      Maine.

     

    SECTION
      3.4. REPURCHASE
      UPON BREACH. The
      Seller or the Purchaser, as the case may be, shall inform the other party to
      this Agreement promptly, in writing, upon the discovery of any breach or failure
      to be true of the representations or warranties made by the Seller in Section
      3.3; provided that the failure to give such notice shall not affect any
      obligation of the Seller. If the breach or failure shall not have been cured
      by
      the last day of the Collection Period which includes the 60th day (or if the
      Seller elects, an earlier day) after the date on which the Seller becomes aware
      of, or receives written notice from the Purchaser or an assignee from the
      Purchaser of, such breach or failure, and such breach or failure materially
      and
      adversely affects the interests of the Trust,the Insurer, or the Holders in
      any
      Receivable, the Seller shall repurchase each such Receivable from the Purchaser,
      or its successors or assigns, as of such last day of such Collection Period
      at a
      purchase price equal to the Purchase Amount for such Receivable as of such
      last
      day of such Collection Period, which amount shall be deposited in the Collection
      Account pursuant to the provisions of the Sale and Servicing Agreement. In
      consideration of the purchase of a Receivable hereunder, the Seller shall
      (unless otherwise directed by the Purchaser, or its successors or assigns,
      in
      writing) deposit the Purchase Amount of such Receivable, no later than the
      close
      of business on the next Determination Date, in the manner specified in Section
      5.6 of the Sale and Servicing Agreement. Upon the payment of such purchase
      price
      by the Seller, the Purchaser or its assignee shall release and shall execute
      and
      deliver such instruments of release, transfer or assignment, in each case
      without recourse or representation as shall be necessary to vest in the Seller
      or its designee any Receivable repurchased pursuant hereto. The sole remedy
      of
      the Purchaser and its successor or assigns with respect to a breach or failure
      to be true of the warranties made by the Seller pursuant to Section 3.3,
      shall be to require the Seller to repurchase Receivables pursuant to this
      Section 3.4. In addition to the foregoing and notwithstanding whether the
      related Receivable shall have been purchased by Seller, Seller shall indemnify
      the Trust, the Trust Collateral Agent, the Collateral Agent, the Trustee, the
      Backup Servicer, the Owner Trustee, the Insurer, the Noteholders and the
      Certificateholder from and against all costs, expenses, losses, damages, claims
      and liabilities, including reasonable fees and expenses of counsel, which may
      be
      asserted against or incurred by any of them as a result of third party claims
      arising out of the events or facts giving rise to such repurchase
      events

     

    
      
        
        

      

      
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    ARTICLE
      IV

    RESERVED

     

    ARTICLE
      V

    COVENANTS
      OF SELLER

     

    SECTION
      5.1. PROTECTION
      OF TITLE TO SELLER ASSETS. Seller
      covenants and agrees with Purchaser and the Insurer as follows:

     

    (a) Seller
      shall authorize and file such UCC financing statements and cause to be
      authorized and filed such UCC continuation statements, all in such manner and
      in
      such places as may be required by law fully to preserve, maintain and protect
      the interest of Purchaser, Owner Trustee, Indenture Trustee and the Insurer
      in
      the Receivables and the proceeds thereof. Seller shall deliver (or cause to
      be
      delivered) to Purchaser file-stamped copies of, or filing receipts for, any
      document filed as provided above, as soon as available following such filing.
      In
      the event that Seller fails to perform its obligations under this subsection,
      Purchaser, the Trust or the Trust Collateral Agent may do so, at the expense
      of
      such Seller. In furtherance of the foregoing, the Seller hereby authorizes
      the
      Purchaser, the Trust or the Trust Collateral Agent to file a record or records
      (as defined in the applicable UCC), including, without limitation, financing
      statements, in all jurisdictions and with all filing offices as each may
      determine, in its sole discretion, are necessary or advisable to perfect the
      security interest granted to the Purchaser pursuant to this Agreement. Such
      financing statements may describe the collateral in the same manner as described
      herein or may contain an indication or description of collateral that describes
      such property in any other manner as such party may determine, in its sole
      discretion, is necessary, advisable or prudent to ensure the perfection of
      the
      security interest in the collateral granted to the Purchaser
      herein.

     

    (b) Seller
      hereby authorizes the Purchaser, the Trust or the Trust Collateral Agent, to
      the
      extent Seller has not done so at their request, to execute and file in Seller's
      name any document required by applicable law to change to lien holder of record
      as to any Financed Vehicle to the Trust if the Purchaser, the Trust or the
      Trust
      Collateral Agent determine such change is necessary to maintain the perfected
      security interest of the Trust in that Financed Vehicle.

     

    (c) Seller
      shall not change its name, identity or corporate structure or jurisdiction
      of
      organization in any manner that would, could or might make any financing
      statement or continuation statement filed in accordance with paragraph (a)
      above
      seriously misleading within the meaning of the UCC, unless it shall have given
      Purchaser, Owner Trustee, Indenture Trustee and Insurer at least 60 days’ prior
      written notice thereof and shall have promptly filed appropriate amendments
      to
      all previously filed financing statements or continuation
      statements.

     

    (d) Seller
      shall give Purchaser, Owner Trustee, Indenture Trustee and Insurer at least
      60
      days’ prior written notice of any relocation of its principal executive office
      or change in its jurisdiction or organization, if, as a result of such
      relocation, the applicable provisions of the UCC would require the filing of
      any
      amendment of any previously filed financing or continuation statement or of
      any
      new financing statement and shall promptly file any such amendment or new
      financing statement. 

     

    
      
        
        

      

      
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    (e) Seller
      shall maintain its computer systems relating to installment loan recordkeeping
      so that, from and after the time of sale under this Agreement of its
      Receivables, Seller’s master computer records (including any backup archives)
      that refer to a Receivable shall indicate clearly the interest of Purchaser,
      the
      Trust, Indenture Trustee and Insurer in such Receivable and that such Receivable
      has been sold to Purchaser and by Purchaser to the Trust and is owned by the
      Trust and has been pledged to Indenture Trustee pursuant to the Indenture and
      to
      Insurer under the Insurance Agreement. Indication of Purchaser’s, Trust’s,
      Indenture Trustee’s and Insurer’s interest in a Receivable shall be deleted from
      or modified on Seller’s computer systems when, and only when, the related
      Receivable shall have been paid in full, repurchased by Seller, purchased by
      Servicer or sold pursuant to Section 4.3(c) of the Sale and Servicing
      Agreement.

     

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

     

    (g) Seller
      shall, upon receipt of reasonable prior notice, permit Purchaser, Owner Trustee,
      Insurer and Indenture Trustee and their respective agents at any time during
      normal business hours to inspect, audit and make copies of and abstracts from
      Seller’s records regarding any Receivable.

     

    (h) Upon
      request at any time Purchaser, Owner Trustee, Indenture Trustee or Insurer
      shall
      have reasonable grounds to believe that such request is necessary in connection
      with the performance of its duties under this Agreement, Seller shall furnish
      to
      Purchaser, Owner Trustee, Indenture Trustee and Insurer, within thirty (30)
      Business Days, a list of all Receivables (by contract number and name of
      Obligor) conveyed to Purchaser hereunder and then owned by the Trust, and
      pledged to Indenture Trustee and Insurer, together with a reconciliation of
      such
      list to the Schedule of Receivables and to each of the Servicer’s Reports
      furnished before such request indicating removal of Receivables from the
      Trust.

     

    (i) Seller
      shall deliver or cause to be delivered to Purchaser, Owner Trustee, Indenture
      Trustee and Insurer:

     

    (1) promptly
      after the execution and delivery of this Agreement and of each amendment hereto,
      an Opinion of Counsel either (A) stating that, in the opinion of such counsel,
      all financing statements and continuation statements have been executed and
      filed that are necessary fully to preserve and protect the interest of Purchaser
      in the Receivables, and reciting the details of such filings or referring to
      prior Opinions of Counsel in which such details are given, or (B) stating
      that, in the opinion of such counsel, no such action shall be necessary to
      preserve and protect such interest; and

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    (2) within
      120 days after the beginning of each calendar year beginning with the first
      calendar year beginning more than four months after the Cutoff Date and until
      there are no Outstanding Notes, an Opinion of Counsel, dated as of a date during
      such 120-day period, either (A) stating that, in the opinion of such counsel,
      all financing statements and continuation statements have been executed and
      filed that are necessary fully to preserve and protect the interest of Purchaser
      in the Receivables, and reciting the details of such filings or referring to
      prior Opinions of Counsel in which such details are given, or (B) stating
      that, in the opinion of such counsel, no such action shall be necessary to
      preserve and protect such interest.

     

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

     

    SECTION
      5.2. OTHER
      LIENS OR INTERESTS. Except
      for the conveyances hereunder, Seller will not sell, pledge, assign or transfer
      to any other Person, or grant, create, incur, assume or suffer to exist any
      Lien
      on the Seller Assets or any interest therein, and Seller shall defend the right,
      title, and interest of Purchaser and the Trust in and to the Seller Assets
      against all claims of third parties claiming through or under
      Seller.

     

    SECTION
      5.3. INDEMNIFICATION.

     

    (a) Seller
      shall defend, indemnify and hold harmless Purchaser, the Trust, the Trust
      Collateral Agent, the Collateral Agent, the Trustee, the Backup Servicer, the
      Owner Trustee, the Insurer, the Noteholders and the Certificateholder from
      and
      against any and all costs, expenses, losses, damages, claims, and liabilities,
      arising out of or resulting from any breach of any of Seller's representations
      and warranties contained herein.

     

    (b) Seller
      shall defend, indemnify and hold harmless Purchaser, the Trust, the Trust
      Collateral Agent, the Collateral Agent, the Trustee, the Backup Servicer, the
      Owner Trustee, the Insurer, the Noteholders and the Certificateholder from
      and
      against any and all costs, expenses, losses, damages, claims and liabilities
      arising out of or resulting from any action taken, or failed to be taken, by
      it
      in respect of any portion of the Receivables other than in accordance with
      this
      Agreement or the Sale and Servicing Agreement.

     

    (c) Seller
      shall indemnify, defend and hold harmless Purchaser, the Trust, the Trust
      Collateral Agent, the Collateral Agent, the Trustee, the Backup Servicer, the
      Owner Trustee, the Insurer, the Noteholders and the Certificateholder from
      and
      against any loss, liability or expense imposed upon, or incurred by, Purchaser,
      the Trust, the Trust Collateral Agent, the Trustee, the Backup Servicer, the
      Owner Trustee, the Noteholders or the Certificateholder as result of the failure
      of any Receivable, or the sale of the related Financed Vehicle, to comply with
      all requirements of applicable law.

     

    
      
        
        

      

      
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    (d) Indemnification
      under this Section 5.3 shall include reasonable fees and expenses of counsel
      and
      expenses of litigation and shall survive payment of the Notes and the
      Certificate. The indemnity obligations hereunder shall be in addition to any
      obligation that Seller may otherwise have.

     

    SECTION
      5.4. NONPETITION
      COVENANT. Notwithstanding
      any prior termination of this Agreement, neither the Seller nor Purchaser shall,
      prior to the date which is one year and one day after the termination of this
      Agreement with respect to the Trust, acquiesce, petition or otherwise invoke
      or
      cause the Trust to invoke the process of any court or government authority
      for
      the purpose of commencing or sustaining a case against the Trust under any
      Federal or state bankruptcy, insolvency or similar law or appointing a receiver,
      liquidator, assignee, trustee, custodian, sequestrator or other similar official
      of the Trust or any substantial part of its property, or ordering the winding
      up
      or liquidation of the affairs of the Trust. This Section 5.2 shall survive
      the
      termination of this Agreement.

     

    ARTICLE
      VI

    MISCELLANEOUS
      PROVISIONS

     

    SECTION
      6.1. OBLIGATIONS
      OF SELLER. The
      obligations of Seller under this Agreement shall not be affected by reason
      of
      any invalidity, illegality or irregularity of any Receivable.

     

    SECTION
      6.2. SELLER’S
      ASSIGNMENT OF PURCHASED RECEIVABLES. With
      respect to all Receivables repurchased by Seller pursuant to this Agreement,
      Purchaser shall assign, without recourse, representation or warranty, to Seller
      all Purchaser’s right, title and interest in and to such Receivables, and all
      security and documents relating thereto.

     

    SECTION
      6.3. SUBSEQUENT
      TRANSFER TO THE TRUST, INDENTURE TRUSTEE AND INSURER. Seller
      acknowledges that:

     

    (a) Purchaser
      will, pursuant to the Sale and Servicing Agreement, sell the Receivables to
      the
      Trust and assign its rights under this Agreement to the Trust for the benefit
      of
      the Noteholders and the Certificateholders, and that the representations and
      warranties contained in this Agreement and the rights of Purchaser under Section
      3.4 hereof are intended to benefit the Trust, the Owner Trustee, the Noteholders
      and the Certificateholders. Seller hereby consents to such sale and
      assignment.

     

    (b) The
      Trust
      will, pursuant to the Indenture, pledge the Receivables and its rights under
      this Agreement to the Indenture Trustee for the benefit of the Noteholders
      and
      the Insurer, and that the representations and warranties contained in this
      Agreement and the rights of Purchaser under this Agreement, including under
      Section 3.4 are intended to benefit the Indenture Trustee and the Noteholders.
      Seller hereby consents to such pledge.

     

    (c) Purchaser
      will, pursuant to the Insurance Agreement, pledge the Receivables and its rights
      under this Agreement to the Insurer for the Insurer’s benefit, and the
      representations and warranties contained in this Agreement and the rights of
      the
      Purchaser under this Agreement, including under Section 3.4 are intended to
      benefit the Insurer. Seller hereby consents to such pledge.

     

    
      
        
        

      

      
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    SECTION
      6.4. AMENDMENT.
      (a) 
      This
      Agreement may be amended by Seller and the Purchaser, with the consent of the
      Servicer, Owner Trustee, Indenture Trustee and Insurer (which consent may not
      be
      unreasonably withheld), but without the consent of any of the Noteholders or
      the
      Certificateholders or any other person to cure any ambiguity or defect, to
      correct or supplement any provisions in this Agreement or for the purpose of
      adding any provisions to or changing in any manner or eliminating any of the
      provisions in this Agreement; provided that such action shall not, as evidenced
      by an Opinion of Counsel delivered to the Purchaser, the Owner Trustee, the
      Indenture Trustee and Insurer or the satisfaction of the Rating Agency
      Condition, adversely affect in any material respect the interests of any
      Noteholder or Certificateholder.

     

    (a) This
      Agreement may also be amended from time to time by Seller and Purchaser, with
      the consent of the Servicer, Owner Trustee, Indenture Trustee and Insurer,
      and,
      if an Insurer Default has occurred and is continuing, the consent of the Holders
      of Notes evidencing not less than a majority of the Outstanding Amount of the
      Notes and the consent of the Holders of Certificates evidencing not less than
      a
      majority of the Certificate Balance for the purpose of adding any provisions
      to
      or changing in any manner or eliminating any of the provisions of this
      Agreement; provided that no such amendment shall (i) increase or reduce in
      any manner the amount of, or accelerate or delay the timing of, collections
      of
      payments on Receivables or distributions that shall be required to be made
      for
      the benefit of the Noteholders or the Certificateholders or (ii) reduce the
      aforesaid percentage of the Outstanding Amount of the Notes and the Certificate
      Balance, the Holders of which are required to consent to any such amendment,
      without the consent of the Holders of all the outstanding Notes and the Holders
      of all the outstanding Certificates of each class affected thereby.

     

    (b) Prior
      to
      the execution of any such amendment or consent, Purchaser shall furnish written
      notification of the substance of such amendment or consent to each Rating
      Agency, Owner Trustee, Indenture Trustee and Insurer . Promptly after the
      execution of any such amendment or consent, Purchaser shall furnish written
      notification the substance of such amendment or consent to each Noteholder,
      Certificateholder, Owner Trustee, Indenture Trustee and Insurer .

     

    (c) It
      shall
      not be necessary for the consent of Certificateholders or Noteholders pursuant
      to this Section to approve the particular form of any proposed amendment or
      consent, but it shall be sufficient if such consent shall approve the substance
      thereof.

     

    (d) Prior
      to
      the execution of any amendment to this Agreement, Purchaser, Owner Trustee,
      Indenture Trustee and Insurer shall be entitled to receive and rely conclusively
      upon an Opinion of Counsel stating that the execution of such amendment is
      authorized or permitted by this Agreement and that all conditions precedent
      to
      the execution and delivery of such amendment have been satisfied and the Opinion
      of Counsel referred to in Section 5.1(i) of this Agreement has been delivered.
      Purchaser, Owner Trustee, Indenture Trustee and Insurer may, but shall not
      be
      obligated to, enter into any such amendment which affects Purchaser’s, Owner
      Trustee’s, Indenture Trustee’s or Insurer’s, as applicable, own rights, duties
      or immunities under this Agreement or otherwise.

     

    
      
        
        

      

      
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    SECTION
      6.5. WAIVERS.
      No
      failure or delay on the part of Purchaser or the Trust Collateral Agent as
      the
      assignee in exercising any power, right or remedy under this Agreement shall
      operate as a waiver thereof, nor shall any single or partial exercise of any
      such power, right or remedy preclude any other or further exercise thereof
      or
      the exercise of any other power, right or remedy.

     

    SECTION
      6.6. NOTICES.
      All
      demands, notices and communications pursuant to this Agreement to either party
      shall be in writing, personally delivered, or sent by telecopier, overnight
      mail
      or mailed by certified mail, return receipt requested, and shall be deemed
      to
      have been duly given upon receipt at the address set forth in Exhibit A attached
      hereto or at such other address as may be designated by it by notice to the
      other party.

     

    SECTION
      6.7. MERGER
      AND INTEGRATION. Except
      as
      specifically stated otherwise herein, this Agreement and the Transaction
      Documents set forth the entire understanding of the parties relating to the
      subject matter hereof, and all prior understandings, written or oral, are
      superseded by this Agreement and the transaction Documents. This Agreement
      may
      not be modified, amended, waived or supplemented except as provided
      herein.

     

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

     

    SECTION
      6.9. COSTS
      AND
      EXPENSES. Seller
      will pay all expenses incident to the performance of its obligations under
      this
      Agreement and all expenses in connection with the perfection as against third
      parties of Purchaser’s right, title and interest in and to the Seller Assets and
      Purchaser agrees to pay expenses incident to the performance of its obligations
      under this Agreement.

     

    SECTION
      6.10. REPRESENTATIONS
      TO SELLER. The
      respective agreements, representations, warranties and other statements by
      Seller and Purchaser set forth in or made pursuant to this Agreement shall
      remain in full force and effect and will survive the Closing Date and any sale,
      transfer or assignment of the Receivables by Purchaser.

     

    SECTION
      6.11. GOVERNING
      LAW. THIS
      AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
      CALIFORNIA, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER
      SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

     

    SECTION
      6.12. COUNTERPARTS.
      This
      Agreement may be executed in two or more counterparts and by different parties
      on separate counterparts, each of which shall be an original, but all of which
      together shall constitute one and the same instrument.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    SECTION
      6.13. THIRD-PARTY
      BENEFICIARIES. Each
      of
      the Trust, Owner Trustee (individually and in its capacity as such), Indenture
      Trustee and Insurer (individually and in its capacity as such) is an intended
      third-party beneficiary of this Agreement.

     

    It
      is
      acknowledged and agreed that the provisions of this agreement may be enforced
      by
      or on behalf of such Persons to the same extent as if it were a party
      hereto.

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

       

    

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

     

    
      	 	 	 
	 	
              UNITED
                AUTO CREDIT CORPORATION

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              Name:
                Mario Radrigan

                Title:
                  Executive Vice President

              

            


    

     

     

    
      	 	 	 
	 	
              UPFC
                AUTO FINANCING CORPORATION

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              Name:
                David
                J. Carlton

                Title:
                  Senior Vice President

              

            


    

     

    
      [Signature
        Page to Sale Agreement]

       

    

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

     

    Exhibit
      A

     

    
      	 	
              United
                Auto Credit Corporation

                18191
                  Von Karman Avenue, Suite 300

                  Irvine,
                    California 92612

                    Attn:
                      Arash A. Khazei, CFO

                      Tel:
                        949-224-1227

                        Fax:
                          949-224-1910

                      

                    

                  

                

              

            	 
	 	 	 
	 	
              UPFC
                Auto Financing Corporation 

                Business
                  Operations Office

                  860
                    W Airport Freeway, Suite 702

                    Hurst,
                      Texas 76054

                      Attn:
                        David J. Carlton, Senior Vice President

                        Tel:
                          817-577-6200

                          Fax:
                            817-577-6201

                        

                      

                    

                  

                

              

            	 
	 	 	 
	 	
              with
                a copy to:

            	 
	 	 	 
	 	
              United
                Auto Credit Corporation

                18191
                  Von Karman Avenue, Suite 300

                  Irvine,
                    California 92612

                    Attn:
                      Arash A. Khazei, CFO

                      Tel:
                        949-224-1227

                        Fax:
                          949-224-1910

                      

                    

                  

                

              

            	 


    

    


     

    
      
        
        

      

      
        2