EXHIBIT 4.6(a)


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                             NOTE PURCHASE AGREEMENT
                                     between


                         UAC SECURITIZATION CORPORATION
                                   as Issuer,

                         WACHOVIA CAPITAL MARKETS, LLC,
                                  as Deal Agent

                               the NOTE PURCHASERS
                                  named herein

                      WACHOVIA BANK, NATIONAL ASSOCIATION,
                               as Liquidity Agent
                     and as initial Committed Note Purchaser

                                       and

                      VARIABLE FUNDING CAPITAL CORPORATION,
                          as an Initial Note Purchaser,



                           Dated as of October 7, 2003

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                                TABLE OF CONTENTS

                                                                            Page


ARTICLE I DEFINITIONS..........................................................2

SECTION 1.1       DEFINITIONS..................................................2

ARTICLE II SALE AND DELIVERY OF THE NOTES......................................5

SECTION 2.1       SALE AND DELIVERY OF THE NOTES...............................5
SECTION 2.2       ACCEPTANCE AND CUSTODY OF NOTES..............................5

ARTICLE III CONDITIONS PRECEDENT...............................................5

SECTION 3.1       CONDITIONS PRECEDENT TO CLOSING..............................5
SECTION 3.2       CONDITIONS PRECEDENT TO EACH PURCHASE OF A SERIES OF NOTES...6

ARTICLE IV REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE ISSUER.............7

SECTION 4.1       REPRESENTATIONS AND WARRANTIES OF THE ISSUER.................7
SECTION 4.2       COVENANTS OF ISSUER..........................................9

ARTICLE V INDEMNIFICATION.....................................................10

SECTION 5.1       INDEMNITIES BY THE ISSUER...................................10

ARTICLE VI THE DEAL AGENT AND THE LIQUIDITY AGENT.............................10

SECTION 6.1       AUTHORIZATION AND ACTION....................................10
SECTION 6.2       DELEGATION OF DUTIES........................................11
SECTION 6.3       EXCULPATORY PROVISIONS......................................11
SECTION 6.4       RELIANCE....................................................12
SECTION 6.5       NON-RELIANCE ON DEAL AGENT, LIQUIDITY AGENT
                        AND OTHER NOTE PURCHASERS.............................13
SECTION 6.6       REIMBURSEMENT AND INDEMNIFICATION...........................13
SECTION 6.7       DEAL AGENT AND LIQUIDITY AGENT IN THEIR
                        INDIVIDUAL CAPACITIES.................................14
SECTION 6.8       SUCCESSOR DEAL AGENT OR LIQUIDITY AGENT.....................14

ARTICLE VII ASSIGNMENTS; PARTICIPATIONS.......................................15

SECTION 7.1       ASSIGNMENTS AND PARTICIPATIONS..............................15

ARTICLE VIII MISCELLANEOUS....................................................17

SECTION 8.1       NOTICES, ETC................................................17
SECTION 8.2       SUCCESSORS AND ASSIGNS......................................17
SECTION 8.3       AMENDMENTS..................................................17
SECTION 8.4       NO BANKRUPTCY PETITION AGAINST VFCC.........................18
SECTION 8.5       OTHER COSTS AND EXPENSES....................................18
SECTION 8.6       SETOFF......................................................19
SECTION 8.7       RECOURSE AGAINST CERTAIN PARTIES............................19
SECTION 8.8       FURTHER ASSURANCES..........................................19
SECTION 8.9       GOVERNING LAW; CONSENT TO JURISDICTION;
                        WAIVER OF OBJECTION TO VENUE..........................20


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SECTION 8.10      WAIVER OF JURY TRIAL........................................20
SECTION 8.11      EXECUTION IN COUNTERPARTS; SEVERABILITY; INTEGRATION........20
SECTION 8.12      HEADINGS....................................................20


                                    EXHIBITS


EXHIBIT A         FORM OF PURCHASE NOTICE FOR NEW SERIES

EXHIBIT B         FORM OF ASSIGNMENT AND ACCEPTANCE

SCHEDULE A        CLOSING CONDITIONS

SCHEDULE B        ELIGIBLE TRUSTS

SCHEDULE C        CONDITIONS TO EACH PURCHASE



                                       ii


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                             NOTE PURCHASE AGREEMENT


     NOTE PURCHASE AGREEMENT, dated as of October 7, 2003, by and among:

     (1)  UAC  SECURITIZATION  CORPORATION,  a Delaware  corporation,  as Issuer
          (together with its successors and assigns, the "Issuer").

     (2)  the  financial  institutions  listed  on the  signature  pages of this
          Agreement  under the heading "Note  Purchasers"  and their  respective
          permitted  successors  and assigns (but excluding  participants  under
          Section 6.1) (the "Note Purchasers");

     (3)  VARIABLE FUNDING CAPITAL CORPORATION, a Delaware corporation ("VFCC");

     (4)  WACHOVIA CAPITAL MARKETS,  LLC, a Delaware limited  liability  company
          ("Wachovia Securities"), as the deal agent (the "Deal Agent"); and

     (5)  WACHOVIA BANK,  NATIONAL  ASSOCIATION,  a national banking association
          ("Wachovia"),  as the liquidity agent (the  "Liquidity  Agent") and as
          initial Committed Note Purchaser.

                                    RECITALS

     WHEREAS,  the  Issuer  has  acquired  and may from  time to time  hereafter
acquire  certain motor vehicle  Receivables  by exercising  clean up calls under
certain  indentures  and pooling and  servicing  agreements  (each,  a "Clean Up
Call");

     WHEREAS,  the  Issuer  intends  to use the  proceeds  of the  Notes  issued
hereunder to pay the Purchase Price for the related Receivables;

     WHEREAS, MBIA Insurance Corporation (the "Insurer") has agreed to issue its
financial  guaranty  insurance  policy in  respect of each  Series  (as  defined
herein) of Notes (as defined herein) issued by the Issuer;

     WHEREAS,  the Initial  Note  Purchaser  has agreed to acquire the Series of
Notes to be issued  under the  Indenture  (as  defined  herein)  and the related
Series  Supplement on the Series Closing Date (as defined  herein) and to commit
to acquire  subsequently  issued  Series of Notes issued under the Indenture and
related Series Supplements and meeting the requirements of this Agreement;

     NOW, THEREFORE, in consideration of the foregoing,  other good and valuable
consideration,  and the mutual terms and covenants contained herein, the parties
hereto agree as follows:

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                                   Article I

                                   Definitions

Section 1.1       Definitions.

     Unless otherwise  defined herein,  all capitalized  terms used herein shall
have the meanings given to such terms in the  Indenture,  dated as of October 7,
2003 (the "Indenture"),  by and among the Issuer,  Wilmington Trust Company,  as
Indenture Trustee,  and JPMorgan Chase Bank, as Paying Agent and Note Registrar,
as  amended,  modified  and  supplemented  from  time to time or if not  defined
therein, as defined in the Servicing Agreement, dated as of October 7, 2003 (the
"Servicing  Agreement"),  by and  between  the  Issuer  and  Systems &  Services
Technologies, Inc. The following terms shall have the following meanings:

Aggregate  Purchase Price: On any day, the aggregate of the Purchase Prices paid
and to be paid on such date of determination by the Note Purchasers hereunder.

Agreement: This Note Purchase Agreement, as it may from time to time be amended,
supplemented or otherwise modified in accordance with the terms hereof.

Amended  and  Restated  Administration   Agreement:  The  Amended  and  Restated
Administration  Agreement,  dated as of July 1, 1998,  by and  between  VFCC and
Wachovia  Securities,  as  the  Administrator,  as  the  same  may  be  amended,
supplemented or otherwise modified from time to time.

Assignment and Acceptance:  An assignment and acceptance  entered into by a Note
Purchaser  and an  Eligible  Assignee,  and  accepted  by  the  Deal  Agent,  in
substantially the form of Exhibit A hereto.

Breakage Costs:  Any amount or amounts as shall  compensate a Noteholder for any
loss,  cost or  expense  incurred  by such  Noteholder  (as  determined  by such
Noteholder  (and by the Deal  Agent on  behalf  of VFCC) in such  Person's  sole
discretion) as a result of any redemption of any Series of Notes pursuant to the
provisions of Section 11.2(f) of the Indenture.

Clean Up Call: With respect to any Eligible  Trust,  the exercise by the Issuer,
of an option to either  (i)  redeem all  outstanding  securities  issued by such
Eligible  Trust and  acquire  all of the assets of such  Eligible  Trust or (ii)
acquire  all of the  assets  of such  Eligible  Trust,  thereby  resulting  in a
redemption of all outstanding  securities  issued by such Eligible Trust, in all
cases (x) on the terms and conditions provided for in documents relating to such
Eligible Trust and the issuance of the related securities and (y) which Clean Up
Call shall occur on or after the first date permitted under such documentation.

Commitment  Termination Date: The earlier of (i) the Liquidity  Termination Date
and (ii) the occurrence of a Termination Event.

Committed Note Purchaser: Wachovia Bank, National Association and its successors
and assigns.

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Contract  List:  With  respect to any Eligible  Trust and the related  Purchased
Assets,  a list of the  Receivables  specified as securing the related Series of
Notes as of the  related  Cutoff  Date  specifying,  with  respect  to each such
Receivable,  the Principal  Balance,  the Contract  Rate,  the loan number,  the
maturity date, the Obligor's name and address.

Eligible  Assignee:  (i) A Person whose  short-term  rating is at least A-1 from
Standard  &  Poor's  and P-1  from  Moody's,  or whose  obligations  under  this
Agreement  are  guaranteed by a Person whose  short-term  rating is at least A-1
from  Standard  &  Poor's  and P-1  from  Moody's,  or (ii)  such  other  Person
satisfactory  to VFCC, the Deal Agent and each of the rating agencies rating the
Commercial Paper Notes.

Eligible Collateral:  Any Purchased Asset acquired by the Issuer from any of the
Eligible Trusts in connection with the exercise by the Issuer of a Clean Up Call
regarding such Eligible Trust.

Eligible  Trust:  On any day any of the trusts  listed on Schedule B hereto,  as
amended from time to time with the consents of the Issuer, the Insurer, the Deal
Agent and the Note Purchasers.

Indemnified Amounts: Has the meaning specified in Section 5.1.

Indemnified Parties: Has the meaning specified in Section 5.1.

Initial Series 2003-A Principal Amount: $120,327,809.42.

Initial Noteholder: VFCC.

Liquidity Termination Date: October 5, 2004.

Note  Purchaser:  VFCC,  the Committed  Note  Purchaser and any other Person who
becomes a party to this Agreement.

Notes:  Any Note of any Series of Notes  issued  pursuant  to Section 2.3 of the
Indenture.

Obligor:  For a  Receivable  means the  purchaser  or the  co-purchasers  of the
Financed Vehicle or any other Person who owes payments under the Receivable.

Other Costs and Expenses: Has the meaning specified in Section 8.5.

Outstanding  Contract  Balance:  The Principal Balance as of the end of the last
Collection Period of all non-charged-off Receivables.

Purchased Assets: With respect to any Eligible Trust, (i) the Receivables listed
on Schedule A to the related Purchase Notice, (ii) the security interests in the
Financed  Vehicles or in any other property granted by Obligors pursuant to such
Receivables,  (iii) any  Liquidation  Proceeds and any  proceeds  from claims or
refunds of premiums on any  Insurance  Policies  covering  Financed  Vehicles or
Obligors  relating to such  Receivables,  (iv) the interest of the Issuer in any
proceeds from recourse to Dealers relating to such Receivables (excluding rights
to  reimbursement  of dealer  premium  or rebate of "dealer  reserve"),  (v) all
Insurance Policies and all documents contained in the Receivables Files relating
to such  Receivables,  (vi) with respect to the period


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commencing  on the  related  Cutoff  Date,  all monies  paid and all monies due,
including  Accrued  Interest,  with respect to the Receivables to the extent not
previously paid with respect to any such Receivable and subsequently distributed
by the  related  Eligible  Trust  and  (vii) all  proceeds  (including,  without
limitation,  "proceeds"  as  defined in the UCC of the  jurisdiction  the law of
which governs the perfection of the interest in such Receivables so transferred)
of any of the foregoing.

Purchase  Date:  With respect to any Series of Notes to be purchased by the Note
Purchasers  hereunder,  the Business Day specified as the "Purchase Date" by the
Issuer in the related Purchase Notice.

Purchase Limit: $150,000,000.

Purchase  Notice:  Any notice given by the Issuer to the Deal Agent with respect
to any purchase of any Series of Notes, such notice to be in the form of Exhibit
A hereto and delivered pursuant to the provisions of Section 2.1(a).

Purchase  Price:  With  respect to any Series of Notes,  the  initial  Principal
Balance of such Series of Notes which shall not exceed the price  required to be
paid for the  related  Purchased  Assets to be  acquired  by the Issuer with the
proceeds of such Series of Notes.

Register: Has the meaning specified in Section 6.1(c).

Series Closing Date:  With respect to the Series 2003-A Notes,  October 8, 2003,
and,  with  respect  to  subsequent  Series,  the date set  forth as such in the
related Series Supplement.

Series Note Rate: With respect to a Series of Notes, the interest rate set forth
in the related Series Supplement,  which interest rate must be acceptable to the
Deal Agent.

Termination  Event:  The  occurrence of any (i) Event of Default,  (ii) Event of
Servicer Default or (iii) Insurer Default.

Transaction  Documents:  The Indenture,  each Series  Supplement,  each Purchase
Notice,  each  of  the  Notes  issued  pursuant  to a  Series  Supplement,  this
Agreement,  the Servicing  Agreement,  the  Servicing  Transfer  Agreement,  the
Insurance Agreement,  each Policy, the Master Trust Agreement and each document,
agreement,  certificate and opinion from time to time executed and/or  delivered
in connection with any of the foregoing.

UAC: Union Acceptance  Corporation,  an Indiana corporation,  and its successors
and assigns.

UCC: With respect to any jurisdiction,  the Uniform Commercial Code as in effect
in the respective jurisdiction.

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                                   Article II

                         Sale and Delivery of the Notes

     Section 2.1 Sale and Delivery of the Notes.

     (a) Purchase of Series  2003-A Notes.  On the basis of the  representations
and  warranties and subject to the terms and  conditions  herein set forth,  the
Issuer  agrees to  deliver to the Deal  Agent,  for the  benefit of the  Initial
Noteholder  and the Initial  Noteholder  agrees to purchase on the Closing Date,
the Series 2003-A Notes,  with a principal  balance equal to the Initial  Series
2003-A Principal Amount for a price equal to the Purchase Price therefor.

     Each such Note shall be duly executed by the Issuer,  duly authenticated by
the  Indenture  Trustee  and  registered  in the  name  of the  related  Initial
Noteholder.

     (b)  Purchase of  Subsequent  Series of Notes.  The Issuer may from time to
time prior to the Commitment  Termination Date, request that the Note Purchasers
acquire  additional Series of Notes on terms and conditions  satisfactory to the
Noteholders. Each such request shall be made to the Deal Agent at least ten (10)
Business  Days  prior to the  requested  Purchase  Date in the form of Exhibit A
hereto.  VFCC may,  but shall not be  obligated  to acquire any such  additional
Series of Notes and the Committed  Note  Purchaser  hereby agrees that it shall,
subject to the terms and  conditions of this Agreement and the  satisfaction  of
the conditions  precedent under the Indenture and the related Series  Supplement
to the issuance of an additional Series of Notes, acquire each additional Series
of Notes so offered to the Note  Purchasers by the Issuer  hereunder;  provided,
however,  that the Note Purchasers  shall not have any obligation to acquire any
additional  Series of Notes if (i) the  Aggregate  Purchase  Price of all Notes,
after  giving  effect to the  purchase of any such  additional  Series of Notes,
exceeds the Purchase Limit, (ii) an Event of Default shall have occurred and has
not been waived by each of the Note  Purchasers  (regardless of whether any Note
Purchaser has the right to waive such Event of Default); or (iii) the Commitment
Termination Date shall have occurred.

     Section 2.2 Acceptance and Custody of Notes.

     On the Closing Date and each Purchase Date, the Deal Agent, for the benefit
of the  Noteholders,  shall take  delivery of the Notes  issued on such date and
maintain custody thereof on behalf of the related Noteholders.

                                  Article III

                              Conditions Precedent

     Section 3.1 Conditions Precedent to Closing.

     The obligations of the Note Purchasers  under this Agreement are subject to
the accuracy of the  representations  and  warranties  on the part of the Issuer
contained  herein and in the other  Transaction  Documents  to be  executed  and
delivered on or before the Closing Date and to the satisfaction on or before the
Closing Date of each of the conditions set forth in Schedule A hereto.

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     Section 3.2 Conditions Precedent to Each Purchase of a Series of Notes.

     The obligations of the Note Purchasers under this Agreement to purchase any
Series of Notes,  including  without  limitation  the Series 2003-A  Notes,  are
subject to on any Purchase Date each of the following conditions:

     (a) The Commitment Termination Date shall not have occurred;

     (b) The Aggregate  Purchase Price paid to the Issuer under this  Agreement,
after giving effect to such purchase, shall not exceed the Purchase Limit;

     (c) No  Default or Event of Default  shall have  occurred  and has not been
waived by each of the Note Purchasers  (regardless of whether any Note Purchaser
has the right to waive such Event of Default) or, would,  after giving effect to
such purchase, occur;

     (d) The Series  Collateral to be acquired  with the Purchase  Price of such
Series of Notes shall constitute Eligible Collateral;

     (e) No Insurer  Default shall have occurred or, after giving effect to such
purchase, shall occur;

     (f) The Insurer shall have issued a Policy guaranteeing  payment in full to
the  Noteholders  of the  principal  of, and accrued  interest on, the Series of
Notes to be purchased on such Purchase Date;

     (g) No Event of Servicer  Default (as defined in the  Servicing  Agreement)
shall have occurred or, after giving effect to such purchase, shall occur; and

     (h) The Series of Notes to be purchased  shall have a Note Rate  acceptable
to the Note Purchasers;

     (i) The Issuer shall have obtained all governmental authorizations required
in  connection  with the  issuance  and  sale of such  Series  of Notes  and the
performance of its obligations  hereunder and under the Transaction Documents to
which it is a party.

     (j) The Issuer shall have furnished to the Deal Agent,  the Insurer and the
Note Purchasers a certificate  signed by its principal  executive,  financial or
accounting officer, dated the applicable Purchase Date, to the effect that:

          (i) the representations and warranties of the Issuer in this Agreement
     and each  Transaction  Document to which it is a party are true and correct
     as if made on and as of such  Purchase  Date,  and the Issuer has performed
     all covenants and agreements and satisfied all conditions on its part to be
     performed or satisfied at or prior to such Purchase Date; and

          (ii) there has not been any  materially  adverse change or development
     involving  a  prospective  materially  adverse  change,  in  the  condition
     (financial


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     or  otherwise),  management,  earnings,  properties,  business  affairs  or
     business prospects of the Issuer.

     (k) The  conditions  precedent  to the  performance  by the  Issuer  of its
obligations under the Indenture and the Series Supplement  related to the Series
of Notes to be issued on such Purchase Date shall have been satisfied.

     (l) Prior to such Purchase Date, the Issuer shall furnish to the Deal Agent
and the Insurer such further information, certificates and documents as the Deal
Agent or the Insurer may reasonably request.

If any of the  conditions  specified  in this  Section  3.2  shall not have been
fulfilled in all material respects when and as provided in this Agreement, or if
any of the  opinions and  certificates  referred to in or  contemplated  by this
Agreement  shall not be  satisfactory in form and substance to the Deal Agent or
the Insurer and their respective counsel, all obligations of the Note Purchasers
hereunder  may be canceled by the Note  Purchasers  at, or at any time prior to,
such Purchase Date.

                                   Article IV

             Representations, Warranties and Covenants of the Issuer

     Section 4.1 Representations and Warranties of the Issuer.

     The  Issuer  represents  and  warrants,  as of the  Closing  Date  and each
Purchase Date, to the Note Purchasers, the Deal Agent and the Liquidity Agent as
follows:

     (a)  Organization  and Good  Standing.  The  Issuer is a  corporation  duly
organized and validly  existing in good standing  under the laws of the State of
Delaware,  and has full corporate  powers,  authority and legal right to own its
properties and conduct its business as such  properties are presently  owned and
such business is presently  conducted,  and to execute,  deliver and perform its
obligations  under  this  Agreement,  the  Indenture  and (with  respect  to any
Purchase  Date on which this  representation  and  warranty is made) the related
Series Supplement and each other Transaction  Document to which it is or will be
a party and to execute,  deliver and perform its obligations under the Notes and
the other Transaction Documents to which it is or will be a party.

     (b) Due  Qualification.  The Issuer is duly qualified to do business and is
in good standing in each jurisdiction required in order to conduct its business,
and has obtained all necessary  licenses and approvals,  in each jurisdiction in
which failure to so qualify or to obtain such licenses and approvals  would have
a material adverse effect on the Issuer.

     (c) Due  Authorization.  The Issuer has the power and  authority to execute
and deliver this Agreement,  the Indenture, the Notes and each other Transaction
Document to which it is or will be a party.  The  execution and delivery of this
Agreement,  the  Indenture  and (with respect to any Purchase Date on which this
representation  and warranty is made) the related Series  Supplement,  the Notes
and each  other  Transaction  Document  to which it is or will be a party by the
Issuer and the consummation of the transactions  provided for in this Agreement,
the


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Indenture and (with  respect to any Purchase  Date on which this  representation
and warranty is made) the related  Series  Supplement,  the Notes and each other
Transaction Document to which it is or will be a party have been duly authorized
by the Issuer by all necessary corporate action on the part of the Issuer.

     (d) No  Conflict.  The  execution  and  delivery  of  this  Agreement,  the
Indenture,  the Notes and each other Transaction Document to which it is or will
be a party, the performance of the transactions  contemplated by this Agreement,
the   Indenture   and  (with   respect  to  any  Purchase  Date  on  which  this
representation  and  warranty is made) the related  Series  Supplement  and each
other Transaction Document to which it is or will be a party and the fulfillment
of the terms hereof will not conflict  with,  result in any breach of any of the
terms and provisions of, or constitute  (with or without notice or lapse of time
or  both) a  default  under,  any  Applicable  Law or any  indenture,  contract,
agreement,  mortgage,  deed of trust, or other material  instrument to which the
Issuer is a party or by which it or any of its properties are bound.

     (e) No Proceedings.  There are no proceedings or investigations pending or,
to the best knowledge of the Issuer,  threatened,  before any court,  regulatory
body,  administrative  agency,  arbitrator  or other  tribunal  or  governmental
instrumentality  (i) asserting the invalidity of this  Agreement,  the Indenture
and (with respect to any Purchase Date on which this representation and warranty
is made) the  related  Series  Supplement,  the  Notes or any other  Transaction
Document to which it is or will be a party, (ii) seeking to prevent the issuance
of the Notes or the consummation of any of the transactions contemplated by this
Agreement,  the  Indenture  and (with respect to any Purchase Date on which this
representation and warranty is made) the related Series Supplement, the Notes or
any other Transaction  Document to which it is or will be a party, (iii) seeking
any determination or ruling that adversely affects the performance by the Issuer
of its obligations under this Agreement,  the Indenture and (with respect to any
Purchase  Date on which this  representation  and  warranty is made) the related
Series Supplement, the Notes or any other Transaction Document to which it is or
will be a  party,  or (iv)  seeking  any  determination  or  ruling  that  could
adversely affect the validity or enforceability of this Agreement, the Indenture
and (with respect to any Purchase Date on which this representation and warranty
is made) the  related  Series  Supplement,  the  Notes or any other  Transaction
Document to which it is or will be a party.

     (f) All Consents Required. All approvals, authorizations,  consents, orders
or other actions of any Person or of any governmental  body or official required
to be obtained on or prior to the date hereof in  connection  with the execution
and delivery of this Agreement,  the Indenture and (with respect to any Purchase
Date on which this  representation  and  warranty  is made) the  related  Series
Supplement, the Notes and the other Transaction Documents to which it is or will
be a party,  the performance by the Issuer of the  transactions  contemplated by
this  Agreement,  the  Indenture and (with respect to any Purchase Date on which
this  representation  and warranty is made) the related Series  Supplement,  the
Notes or any other  Transaction  Document  to which it is or will be a party and
the fulfillment by the Issuer of the terms hereof, have been obtained.

     (g)  Solvency.  The  Issuer  is not  insolvent  and  will  not be  rendered
insolvent  immediately  following the  consummation on such Purchase Date of the
transactions  contemplated by this Agreement, the Indenture and (with respect to
any Purchase Date on which this representation and warranty is made) the related
Series Supplement and any other


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<PAGE>

Transaction Document to which it is or will be a party, including the pledges by
the Issuer to the Indenture  Trustee of the Series  Collateral  specified in the
Granting Clause of the related Series Supplement.

     (h) No Event of Default.  After giving  effect to the issuance of the Notes
on such  Purchase  Date and the  transactions  contemplated  by the  Transaction
Documents, no Event of Default or Event of Servicer Default,  Insurer Default or
Trigger Event exists.

     (i) Information  Furnished to the Deal Agent and the Indenture Trustee. All
information  furnished  by or on behalf of the  Issuer to the Deal  Agent or the
Indenture Trustee was true and complete in all material respects.

     (j) Taxes.  The Issuer has filed all tax  returns  required to be filed and
has  paid  or  made  adequate  provision  for  the  payment  of all  its  taxes,
assessments and other governmental charges.

     (k) Compliance.  The Issuer has complied in all material  respects with all
Applicable  Laws in respect of the conduct of its business and  ownership of its
property.

     (l) Investment  Company.  The Issuer is not an "investment  company" within
the meaning of the Investment Company Act of 1940, as amended.

     The  representations  and  warranties  set forth in this  Section 4.1 shall
survive the Closing  Date,  each  Purchase  Date and each Grant to the Indenture
Trustee on behalf of the Secured Parties. Upon discovery by the Issuer, any Note
Purchaser, the Deal Agent, the Insurer or the Liquidity Agent of a breach of any
of the foregoing  representations  and warranties,  the party  discovering  such
breach shall give prompt written notice to the others.

     Section 4.2 Covenants of Issuer.

     (a) The Issuer covenants and agrees that it will not amend, modify, restate
or  replace  any  Transaction  Document  to  which  it is a party or any term or
provision thereof, agree or consent to, or otherwise acquiesce in any amendment,
modification,  waiver, restatement or replacement of any Transaction Document or
any term or provision thereof, or enter into any document or other agreement, in
each such case other than as contemplated hereby or thereby; provided,  however,
that  the  Issuer  will not  enter  into any  amendment,  modification,  waiver,
consent,  restatement  or  replacement  of or  supplement  to the  Master  Trust
Agreement if such  amendment,  modification,  waiver,  consent,  restatement  or
replacement  could  have an  adverse  effect  upon any of the rights of the Deal
Agent or any of the Noteholders.

     (b) The Issuer shall promptly furnish to the Deal Agent (i) a copy of each,
certificate, report, statement, notice or other communication furnished by it or
on its behalf to any Holder,  or any party to any of the  Transaction  Documents
concurrently therewith which affects or relates to or could have an effect upon,
any of the Notes or any of the Affected  Parties  and,  promptly  after  receipt
thereof, a copy of each notice, demand or other communication  received by it or
on its behalf  pursuant to, in connection  with or relating to this Agreement or
any of the other Transaction Documents which affects or relates to or could have
an effect upon,  any of the Notes or any of the  Affected  Parties and (ii) such
other information, documents, records or reports


                                       9
<PAGE>

respecting any of the Series Collateral, the Issuer, the Servicer or the Insurer
that is in its possession or under its control or in the possession or under the
control  of any of its  Affiliates  as the  Deal  Agent  may  from  time to time
request.

                                   Article V

                                 Indemnification

     Section 5.1 Indemnities by the Issuer.

     (a) Without  limiting any other rights which the Deal Agent,  the Liquidity
Agent,  the  Secured  Parties  or any of their  respective  Affiliates  may have
hereunder or under  applicable  law, the Issuer,  subject in all respects to the
Non-Recourse  Provisions,  hereby  agrees to indemnify  and hold  harmless,  and
agrees to defend, the Deal Agent, the Liquidity Agent, the Secured Parties,  and
each of their  respective  Affiliates  and  officers,  directors,  employees and
agents  thereof  (each  of  the  foregoing  Persons  being  referred  to  as  an
"Indemnified  Party")  from and against  any and all  damages,  losses,  claims,
liabilities and related costs and expenses, including reasonable attorneys' fees
and  disbursements  (all of the  foregoing  being  collectively  referred  to as
"Indemnified  Amounts") awarded against or incurred by any of them,  arising out
of or as a result of this  Agreement,  any  other  Transaction  Document  or the
Grants of the Series  Collateral or in respect of any  Receivable,  or any other
item of the Series Collateral,  excluding,  however,  Indemnified Amounts to the
extent resulting from gross negligence or willful  misconduct on the part of the
Deal Agent, the Liquidity Agent, such Secured Parties or such Affiliate.  If the
Issuer has made any  indemnity  payment  pursuant  to this  Section 5.1 and such
payment fully  indemnified  the recipient  thereof and the recipient  thereafter
collects any payments from others in respect of such  Indemnified  Amounts then,
the  recipient  shall  repay to the Issuer an amount  equal to the amount it has
collected from others in respect of such Indemnified Amounts.

     (b) Any amounts subject to the  indemnification  provisions of this Section
5.1 shall be paid by the Issuer to the Deal  Agent  following  the Deal  Agent's
demand therefor  subject to the Non-Recourse  Provisions.  If for any reason the
indemnification  provided  above  in  this  Section  5.1 is  unavailable  to the
Indemnified Party or is insufficient to hold an Indemnified Party harmless, then
(subject to the  Non-Recourse  Provisions)  the Issuer shall  contribute  to the
amount  paid or  payable  by such  Indemnified  Party as a result of such  loss,
claim,  damage or liability in such  proportion as is appropriate to reflect not
only the relative  benefits  received by such Indemnified  Party on the one hand
and the Issuer on the other hand but also the relative fault of such Indemnified
Party as well as any other relevant equitable considerations.

                                   Article VI

                     The Deal Agent and the Liquidity Agent

     Section 6.1 Authorization and Action.

     (a) Each Note Purchaser hereby designates and appoints Wachovia  Securities
as Deal Agent  hereunder,  and authorizes the Deal Agent to take such actions as
agent on its behalf and to  exercise  such powers as are  delegated  to the Deal
Agent by the terms of this Agreement together


                                       10
<PAGE>

with such powers as are reasonably  incidental thereto. The Deal Agent shall not
have any duties or responsibilities,  except those expressly set forth herein or
the other  Transaction  Documents,  or any fiduciary  relationship with any Note
Purchaser,  and  no  implied  covenants,  functions,  responsibilities,  duties,
obligations or liabilities on the part of the Deal Agent shall be read into this
Agreement or the other  Transaction  Documents  or otherwise  exist for the Deal
Agent.  In performing its functions and duties  hereunder,  the Deal Agent shall
act  solely as agent for the Note  Purchasers  and does not  assume nor shall be
deemed to have assumed any obligation or relationship of trust or agency with or
for the Issuer or any of its successors or assigns.  The Deal Agent shall not be
required to take any action which  exposes the Deal Agent to personal  liability
or which is contrary  to this  Agreement,  the other  Transaction  Documents  or
applicable  law. The appointment and authority of the Deal Agent hereunder shall
terminate  upon  the  earlier  of (i) the  indefeasible  payment  in full of all
amounts due under this Agreement, the Indenture and each Supplement and (ii) the
day on which all of the  Noteholders  initially party to this Agreement cease to
own any interest in any Note.

     (b)  Each  Note  Purchaser  hereby  designates  and  appoints  Wachovia  as
Liquidity  Agent  hereunder,  and  authorizes  the Liquidity  Agent to take such
actions as agent on its behalf and to exercise  such powers as are  delegated to
the Liquidity Agent by the terms of this Agreement  together with such powers as
are reasonably incidental thereto. The Liquidity Agent shall not have any duties
or  responsibilities,  except  those  expressly  set  forth  herein or the other
Transaction  Documents,  or any fiduciary  relationship with any Note Purchaser,
and no implied covenants,  functions,  responsibilities,  duties, obligations or
liabilities on the part of the Liquidity Agent shall be read into this Agreement
or the other  Transaction  Documents or otherwise exist for the Liquidity Agent.
In performing its functions and duties hereunder,  the Liquidity Agent shall act
solely as agent for the Note  Purchasers and does not assume nor shall be deemed
to have assumed any  obligation or  relationship  of trust or agency with or for
the Issuer or any of its successors or assigns. The Liquidity Agent shall not be
required  to take any action  which  exposes  the  Liquidity  Agent to  personal
liability  or  which  is  contrary  to this  Agreement,  the  other  Transaction
Documents or  applicable  law. The  appointment  and  authority of the Liquidity
Agent hereunder shall terminate upon the Commitment Termination Date.

     Section 6.2 Delegation of Duties.

     (a) The Deal Agent may execute any of its duties under this Agreement by or
through agents or  attorneys-in-fact  and shall be entitled to advice of counsel
concerning  all matters  pertaining to such duties.  The Deal Agent shall not be
responsible for the negligence or misconduct of any agents or  attorneys-in-fact
selected by it with reasonable care.

     (b) The Liquidity  Agent may execute any of its duties under this Agreement
by or through  agents or  attorneys-in-fact  and shall be  entitled to advice of
counsel  concerning all matters  pertaining to such duties.  The Liquidity Agent
shall not be  responsible  for the  negligence  or  misconduct  of any agents or
attorneys-in-fact selected by it with reasonable care.

     Section 6.3 Exculpatory Provisions.

     (a) Neither the Deal Agent nor any of its  directors,  officers,  agents or
employees  shall be (i) liable for any  action  lawfully  taken or omitted to be
taken by it or them under or in


                                       11
<PAGE>

connection with this Agreement (except for its, their or such Person's own gross
negligence or willful  misconduct),  or (ii) responsible in any manner to any of
the Note Purchasers for any recitals, statements,  representations or warranties
made by the Issuer  contained in this Agreement or in any  certificate,  report,
statement or other document referred to or provided for in, or received under or
in connection  with, this Agreement or for the value,  validity,  effectiveness,
genuineness,  enforceability  or  sufficiency  of this  Agreement  or any  other
document furnished in connection  herewith,  or for any failure of the Issuer to
perform its  obligations  hereunder,  or for the  satisfaction  of any condition
specified in Section 3.1.  The Deal Agent shall not be under any  obligation  to
any  Note  Purchaser  to  ascertain  or to  inquire  as  to  the  observance  or
performance  of any of the  agreements or covenants  contained in, or conditions
of,  this  Agreement,  or to  inspect  the  properties,  books or records of the
Issuer.  The Deal Agent shall not be deemed to have  knowledge of any Default or
Event of Default unless the Deal Agent has received notice from the Issuer,  the
Indenture Trustee or any Note Purchaser.

     (b) Neither the Liquidity Agent nor any of its directors,  officers, agents
or employees  shall be (i) liable for any action lawfully taken or omitted to be
taken by it or them under or in connection with this Agreement  (except for its,
their or such  Person's own gross  negligence  or willful  misconduct),  or (ii)
responsible  in any manner to the Deal Agent or any of the Note  Purchasers  for
any  recitals,  statements,  representations  or  warranties  made by the Issuer
contained in this Agreement or in any  certificate,  report,  statement or other
document  referred to or provided  for in, or  received  under or in  connection
with,  this Agreement or for the value,  validity,  effectiveness,  genuineness,
enforceability or sufficiency of this Agreement or any other document  furnished
in  connection  herewith,  or for any  failure  of the  Issuer  to  perform  its
obligations  hereunder,  or for the  satisfaction of any condition  specified in
Section 3.1. The Liquidity  Agent shall not be under any  obligation to the Deal
Agent or any Note  Purchaser to ascertain or to inquire as to the  observance or
performance  of any of the  agreements or covenants  contained in, or conditions
of,  this  Agreement,  or to  inspect  the  properties,  books or records of the
Issuer. The Liquidity Agent shall not be deemed to have knowledge of any Default
or Event of Default  unless the  Liquidity  Agent has  received  notice from the
Issuer, the Deal Agent or a Note Purchaser.

     Section 6.4 Reliance.

     (a) The Deal Agent  shall in all cases be  entitled  to rely,  and shall be
fully protected in relying,  upon any document  believed by it to be genuine and
correct and to have been  signed,  sent or made by the proper  Person or Persons
and upon advice and statements of legal counsel (including,  without limitation,
counsel to the Issuer),  Independent  accountants and other experts  selected by
the Deal Agent.  The Deal Agent shall in all cases be fully justified in failing
or  refusing  to take any action  under  this  Agreement  or any other  document
furnished in  connection  herewith  unless it shall first receive such advice or
concurrence  of the  Majority  Noteholders  or all of the  Note  Purchasers,  as
applicable,  as it deems  appropriate  or it shall first be  indemnified  to its
satisfaction  by the Note  Purchasers,  provided  that unless and until the Deal
Agent shall have received  such advice,  the Deal Agent may take or refrain from
taking any  action,  as the Deal  Agent  shall  deem  advisable  and in the best
interests  of the Note  Purchasers.  The Deal Agent  shall in all cases be fully
protected in acting,  or in refraining from acting, in accordance with a request
of the Majority  Noteholders or all of the Note Purchasers,  as applicable,  and
such request


                                       12
<PAGE>

and any action  taken or failure to act pursuant  thereto  shall be binding upon
all the Note Purchasers.

     (b) The Liquidity  Agent shall in all cases be entitled to rely,  and shall
be fully protected in relying,  upon any document or conversation believed by it
to be genuine and correct  and to have been  signed,  sent or made by the proper
Person or Persons and upon advice and  statements of legal  counsel  (including,
without limitation,  counsel to the Issuer),  Independent  accountants and other
experts  selected by the Liquidity Agent. The Liquidity Agent shall in all cases
be fully  justified  in  failing  or  refusing  to take any  action  under  this
Agreement or any other document furnished in connection herewith unless it shall
first  receive such advice or  concurrence  of the  Liquidity  Banks as it deems
appropriate  or it  shall  first  be  indemnified  to  its  satisfaction  by the
Liquidity  Banks,  provided that unless and until the Liquidity Agent shall have
received such advice,  the  Liquidity  Agent may take or refrain from taking any
action, as the Liquidity Agent shall deem advisable and in the best interests of
the Liquidity  Banks.  The Liquidity Agent shall in all cases be fully protected
in acting,  or in refraining  from acting,  in accordance  with a request of the
Liquidity Banks and such request and any action taken or failure to act pursuant
thereto shall be binding upon all the Note Purchasers.

     Section  6.5  Non-Reliance  on Deal Agent,  Liquidity  Agent and Other Note
Purchasers.

     Each Note Purchaser expressly acknowledges that none of the Deal Agent, the
Liquidity  Agent nor any of their  respective  officers,  directors,  employees,
agents,   attorneys-in-fact  or  affiliates  has  made  any  representations  or
warranties  to it and  that no act by the  Deal  Agent  or the  Liquidity  Agent
hereafter taken, including, without limitation, any review of the affairs of the
Issuer, shall be deemed to constitute any representation or warranty by the Deal
Agent or the Liquidity Agent. Each Note Purchaser represents and warrants to the
Deal  Agent and the  Liquidity  Agent  that it has and will,  independently  and
without  reliance  upon the Deal Agent,  the  Liquidity  Agent or any other Note
Purchaser  and  based  on  such  documents  and  information  as it  has  deemed
appropriate,  made its own  appraisal of and  investigation  into the  business,
operations,   property,   prospects,   financial   and  other   conditions   and
creditworthiness  of the  Issuer  and made its own  decision  to enter into this
Agreement.

     Section 6.6 Reimbursement and Indemnification.

     Each of the  Liquidity  Banks agree to  reimburse  and  indemnify  the Deal
Agent,  the Liquidity Agent and each of their  respective  officers,  directors,
employees,  representatives and agents ratably according to their pro rata share
of the  Outstanding  Amount,  to the extent not paid or reimbursed by the Issuer
(i) for any amounts for which the  Liquidity  Agent,  acting in its  capacity as
Liquidity  Agent or the Deal Agent,  acting in its  capacity  as Deal Agent,  is
entitled  to  reimbursement  by the  Issuer  hereunder  and (ii)  for any  other
expenses  incurred by the Liquidity  Agent,  acting in its capacity as Liquidity
Agent or the Deal Agent, in its capacity as Deal Agent,  and acting on behalf of
the Note Purchasers,  in connection with the  administration  and enforcement of
this Agreement.

                                       13
<PAGE>

     Section 6.7 Deal Agent and Liquidity Agent in their Individual Capacities.

     The Deal Agent the Liquidity Agent and each of their respective  Affiliates
may make loans to,  accept  deposits  from and  generally  engage in any kind of
business with the Issuer or any Affiliate of the Issuer as though the Deal Agent
or the  Liquidity  Agent,  as the  case may be,  were not the Deal  Agent or the
Liquidity Agent, as the case may be, hereunder.  With respect to the issuance of
Notes pursuant to this Agreement,  the Deal Agent,  the Liquidity Agent and each
of their respective  Affiliates shall have the same rights and powers under this
Agreement as any Note  Purchaser and may exercise the same as though it were not
the Deal Agent or the Liquidity  Agent,  as the case may be, and the terms "Note
Purchaser," "Note Purchasers,"  "Noteholder" and "Noteholders" shall include the
Deal  Agent  or the  Liquidity  Agent,  as the case  may be,  in its  individual
capacity.

     Section 6.8 Successor Deal Agent or Liquidity Agent.

     (a) The Deal Agent may, upon 5 Business  Days' written notice to the Issuer
and the Note  Purchasers,  resign as Deal Agent. If the Deal Agent shall resign,
then the Majority Noteholders during such 5-day period, shall appoint from among
the Note Purchasers a successor agent. If for any reason no successor Deal Agent
is  appointed  by the  Majority  Noteholders  during  such  5-day  period,  then
effective  upon the  termination  of such five day period,  the Note  Purchasers
shall perform all of the duties of the Deal Agent hereunder and the Issuer shall
make all  payments  in respect of the Notes and all other  amounts due under any
Transaction  Document or under any fee letter  directly to the  applicable  Note
Purchaser and for all purposes  shall deal  directly  with the Note  Purchasers.
After any  retiring  Deal  Agent's  resignation  hereunder  as Deal  Agent,  the
provisions of this Article VI and Article V shall inure to its benefit as to any
actions  taken or omitted  to be taken by it while it was Deal Agent  under this
Agreement.

     (b) The Liquidity  Agent may,  upon 5 days' notice to the Issuer,  the Deal
Agent and the Note Purchasers,  and the Liquidity Agent will, upon the direction
of all of the Note Purchasers (other than the Liquidity Agent, in its individual
capacity) resign as Liquidity  Agent. If the Liquidity Agent shall resign,  then
the Deal Agent and the  Majority  Noteholders  during  such 5-day  period  shall
appoint from among the Note Purchasers a successor  Liquidity  Agent. If for any
reason no  successor  Liquidity  Agent is  appointed  by the Deal Agent and such
Majority  Noteholders,  then  effective  upon the  termination  of such five day
period,  the Note  Purchasers  shall  perform all of the duties of the Liquidity
Agent  hereunder  and all payments in respect of the  principal and interest and
any amount due at any time  hereunder  or under any fee letter  directly  to the
applicable Note Purchaser and for all purposes shall deal directly with the Note
Purchasers.  After any  retiring  Liquidity  Agent's  resignation  hereunder  as
Liquidity  Agent, the provisions of this Article VI and Article V shall inure to
its  benefit as to any  actions  taken or omitted to be taken by it while it was
Liquidity Agent under this Agreement.

                                       14
<PAGE>

                                  Article VII

                           Assignments; Participations

     Section 7.1 Assignments and Participations.

     (a) Each Note  Purchaser may upon at least 30 days'  written  notice to the
Initial  Noteholders,  the Deal Agent and the  Liquidity  Agent assign to one or
more banks or other  entities  all or a portion  of its  rights and  obligations
under this Agreement;  provided however,  that (i) each such assignment shall be
of a  constant,  and  not a  varying  percentage  of all of the  assigning  Note
Purchaser's rights and obligations under this Agreement, (ii) the portion of the
Outstanding  Amount of the assigning Note Purchaser  being assigned  pursuant to
each such assignment (determined as of the date of the Assignment and Acceptance
with  respect to such  assignment)  shall in no event be less than the lesser of
(A)  $5,000,000  or an integral  multiple of $1,000,000 in excess of that amount
and (B) the full  Outstanding  Amount of the assigning  Note  Purchaser's  Note,
(iii) each such assignment shall be to an Eligible Assignee,  (iv) the assigning
Note  Purchaser  and the  assignee  with respect to each such  assignment  shall
execute and deliver to the Deal Agent,  for its  acceptance and recording in the
Register,  an  Assignment  and  Acceptance,   together  with  a  processing  and
recordation fee of $3,500 or such lesser amount as shall be approved by the Deal
Agent and (v) the parties to each such assignment shall have agreed to reimburse
the Deal Agent,  the Liquidity  Agent and VFCC for all fees,  costs and expenses
(including,  without limitation,  the reasonable fees and out-of-pocket expenses
of counsel for each of the Deal Agent, the Liquidity Agent and VFCC) incurred by
the Deal Agent, the Liquidity Agent and VFCC,  respectively,  in connection with
such  assignment,  and  provided  further that upon the  effective  date of such
assignment  the  provisions  of Section  3.03(f)  of the  Amended  and  Restated
Administration Agreement shall be satisfied.  Upon such execution,  delivery and
acceptance  by the Deal Agent and the  Liquidity  Agent and the recording by the
Deal Agent,  from and after the effective date specified in each  Assignment and
Acceptance,  which effective date shall be the date of acceptance thereof by the
Deal Agent and the Liquidity  Agent,  unless a later date is specified  therein,
(i) the  assignee  thereunder  shall be a party  hereto  and, to the extent that
rights and  obligations  hereunder  have been  assigned  to it  pursuant to such
Assignment and  Acceptance,  have the rights and obligations of a Note Purchaser
hereunder and (ii) the Note Purchaser  assignor  thereunder shall, to the extent
that rights and obligations  hereunder have been assigned by it pursuant to such
Assignment  and  Acceptance,  relinquish  its  rights and be  released  from its
obligations  under  this  Agreement  (and,  in the  case  of an  Assignment  and
Acceptance   covering  all  or  the  remaining  portion  of  an  assigning  Note
Purchaser's  rights and obligations  under this  Agreement,  such Note Purchaser
shall cease to be a party hereto).

     (b) By executing and delivering an Assignment and Acceptance, the assigning
Note Purchaser  thereunder and the assignee thereunder confirm to and agree with
each other and the other parties  hereto as follows:  (i) other than as provided
in such  Assignment and  Acceptance,  such  assigning  Note  Purchaser  makes no
representation  or warranty  and assumes no  responsibility  with respect to any
statements,  warranties or  representations  made in or in connection  with this
Agreement or the execution,  legality,  validity,  enforceability,  genuineness,
sufficiency  or value of this  Agreement  or any other  instrument  or  document
furnished  pursuant  hereto;   (ii)  such  assigning  Note  Purchaser  makes  no
representation or warranty and assumes no


                                       15
<PAGE>

responsibility   with  respect  to  the  financial  condition  of  VFCC  or  the
performance or observance by VFCC of any of its obligations under this Agreement
or any other  instrument  or  document  furnished  pursuant  hereto;  (iii) such
assignee  confirms that it has received a copy of this Agreement,  together with
copies of such financial  statements and other  documents and  information as it
has deemed  appropriate  to make its own credit  analysis  and decision to enter
into such Assignment and Acceptance;  (iv) such assignee will, independently and
without reliance upon the Deal Agent or the Liquidity Agent, such assigning Note
Purchaser  or  any  other  Note  Purchaser  and  based  on  such  documents  and
information as it shall deem  appropriate at the time,  continue to make its own
credit  decisions in taking or not taking action under this Agreement;  (v) such
assigning  Note  Purchaser  and such  assignee  confirm that such assignee is an
Eligible  Assignee;  (vi) such assignee appoints and authorizes each of the Deal
Agent and the Liquidity  Agent to take such action as agent on its behalf and to
exercise such powers under this  Agreement as are delegated to such agent by the
terms hereof,  together with such powers as are reasonably  incidental  thereto;
and (vii) such  assignee  agrees that it will perform in  accordance  with their
terms all of the  obligations  which by the terms of this Agreement are required
to be performed by it as a Note Purchaser.

     (c) The Deal Agent shall maintain at its address  referred to herein a copy
of each Assignment and Acceptance delivered to and accepted by it and a register
for the  recordation  of the names and addresses of the Note  Purchasers and the
Outstanding  Amount of, and the amount of each Note of each Note  Purchaser from
time to time (the  "Register").  The entries in the Register shall be conclusive
and binding for all purposes as among the Note Purchasers. The Register shall be
available for inspection by VFCC,  the Liquidity  Agent or any Note Purchaser at
any reasonable time and from time to time upon reasonable prior notice.

     (d) Subject to the  provisions  of Section  7.1(a),  upon its receipt of an
Assignment  and  Acceptance  executed  by an  assigning  Note  Purchaser  and an
assignee,  the Deal Agent and the Liquidity Agent shall each, if such Assignment
and Acceptance has been completed and is in substantially  the form of Exhibit A
hereto, accept such Assignment and Acceptance, and the Deal Agent shall then (i)
record the  information  contained  therein in the Register and (ii) give prompt
notice thereof to VFCC.

     (e) Each Note  Purchaser  may sell  participations  to one or more banks or
other  entities  in or to all or a portion of its rights and  obligations  under
this  Agreement  (including,  without  limitation,  all  or  a  portion  of  the
Outstanding  Amount of its  Note);  provided,  however,  that (i) the Deal Agent
shall have  confirmed  that upon the effective  date of such  participation  the
provisions  of  Section  3.03(f)  of the  Amended  and  Restated  Administration
Agreement shall be satisfied and (ii) the Issuer shall have reasonably  approved
such  participant.   Notwithstanding  anything  herein  to  the  contrary,  each
participant  shall have the rights of a Note  Purchaser  (including any right to
receive payment) under Article IV. With respect to any  participation  described
in this Section 7.1, the  participant's  rights,  as set forth in the  agreement
between such  participant and the applicable  Note Purchaser,  to agree to or to
restrict such Note Purchaser's  ability to agree to any modification,  waiver or
release  of any of the  terms of this  Agreement  or any  other  document  or to
exercise  or  refrain  from  exercising  any  powers or rights  which  such Note
Purchaser may have under or in respect of this  Agreement or any other  document
shall be limited to the right  specifically given to participants in Section 7.1
of this Agreement.

                                       16
<PAGE>

     (f)  Each  Note  Purchaser  may,  in  connection  with  any  assignment  or
participation or proposed  assignment or participation  pursuant to this Section
7.1, disclose to the assignee or participant or proposed assignee or participant
any information  relating to the transactions  contemplated  hereby, the Issuer,
the  Servicer or VFCC  furnished  to such Note  Purchaser by or on behalf of the
Issuer or VFCC.

     (g) Nothing  herein shall  prohibit  any Note  Purchaser  from  pledging or
assigning as  collateral  any of its rights under this  Agreement to any Federal
Reserve Bank in accordance with applicable law and any such pledge or collateral
assignment may be made without compliance with Section 7.1(a) or Section 7.1(b).

                                  Article VIII

                                  Miscellaneous

     Section 8.1 Notices, Etc.

     All notices and other  communications  provided for hereunder shall, unless
otherwise  stated  herein,  be in writing  (including  telex  communication  and
communication by facsimile copy) and mailed, telexed,  transmitted or delivered,
as to each  party  hereto,  at its  address  set  forth  under  its  name on the
signature pages hereof or specified in such party's Assignment and Acceptance or
at such other address as shall be  designated by such party in a written  notice
to the other  parties  hereto.  All such  notices  and  communications  shall be
effective,  upon receipt,  or in the case of (a) notice by mail, five days after
being  deposited in the United States mails,  first class postage  prepaid,  (b)
notice by telex,  when telexed  against receipt of answer back, or (c) notice by
facsimile copy, when verbal  communication  of receipt is obtained,  except that
notices and  communications  pursuant to Article II shall not be effective until
received with respect to any notice sent by mail or telex.

     Section 8.2 Successors and Assigns.

     This Agreement shall be binding upon the Issuer and each Initial Noteholder
and their  respective  successors  and assigns and shall inure to the benefit of
the Issuer,  and the  Noteholders  and their  respective  successors and assigns
including the Liquidity Banks;  provided that the Issuer shall not assign any of
its rights or  obligations  hereunder  without the prior written  consent of the
Deal Agent.  The Issuer  hereby  acknowledges  that each VFCC has  assigned  and
granted a security  interest in all of its rights  hereunder and under the Notes
to the Liquidity Banks. In addition,  the Issuer hereby  acknowledges  that VFCC
may at any time and from  time to time  assign  all or a portion  of its  rights
hereunder to any Liquidity Bank.

     Section 8.3 Amendments.

     (a) Except as provided in this Section 8.3, no amendment or modification of
any provision of this Agreement shall be effective without the written agreement
of the  Issuer,  the  Insurer,  the Deal Agent and the Note  Purchasers,  and no
termination  or waiver of any  provision  of this  Agreement  or  consent to any
departure  therefrom  by the  Issuer  shall be  effective  without  the  written
concurrence  of the Deal  Agent  and the  Majority  Noteholders.  Any  waiver or
consent  shall be effective  only in the specific  instance and for the specific
purpose for which given.

                                       17
<PAGE>

     (b) No provision of this Agreement may be amended,  supplemented,  modified
or waived  except in writing in accordance  with the  provisions of this Section
8.3(b).  The Issuer,  with the consent of the Majority  Noteholders and with the
prior written consent of the Deal Agent and the Insurer,  may enter into written
modifications or waivers of any provisions of this Agreement, provided, however,
that no such modification or waiver shall:

          (i) without the consent of each  affected Note  Purchaser,  (A) extend
     the  Commitment  Termination  Date or the date of any payment or deposit of
     Collections  by the Issuer or the  Servicer,  (B) reduce any fee payable to
     the Deal Agent for the benefit of the Note Purchasers, (C) amend, modify or
     waive any provision of Section 8.3, (D) consent to or permit the assignment
     or transfer by the Issuer of any of its rights and  obligations  under this
     Agreement or (E) amend or modify any defined term (or any defined term used
     directly or  indirectly  in such defined  term) used in clauses (A) through
     (D)  above  in a  manner  which  would  circumvent  the  intention  of  the
     restrictions set forth in such clauses;

          (ii) without the written consent of the Deal Agent,  amend,  modify or
     waive any provision of this Agreement or any other Transaction  Document if
     the effect thereof is to affect the rights or duties of such Deal Agent; or

          (iii)  without  the written  consent of the  Liquidity  Agent,  amend,
     modify or waive any  provision of this  Agreement or any other  Transaction
     Document  if the  effect  thereof is to affect the rights or duties of such
     Liquidity Agent.

Notwithstanding the foregoing,  without the consent of the Note Purchasers,  the
Deal Agent may,  with the consent of the Issuer amend this  Agreement  solely to
add additional Persons as Note Purchasers hereunder.  Any modification or waiver
shall apply to each of the Note Purchasers equally and shall be binding upon the
Issuer, the Note Purchasers and the Deal Agent.

     Section 8.4 No Bankruptcy Petition Against VFCC.

     Each of the parties  hereto  (other than VFCC)  covenants  and agrees that,
prior to the date which is one year and one day after the payment in full of all
Commercial  Paper Notes issued by VFCC, it will not institute  against,  or join
any other Person in instituting  against,  VFCC any bankruptcy,  reorganization,
arrangement,  insolvency or liquidation proceedings,  or other proceedings under
any federal or state bankruptcy or similar law.

     Section 8.5 Other Costs and Expenses.

     In addition to the rights of indemnification granted to the Deal Agent, the
Note Purchasers and their respective Affiliates under Article V hereof, (subject
to the Non-Recourse Provisions) the Issuer agrees to pay on demand all costs and
expenses  of the  Note  Purchasers  and the Deal  Agent,  and  their  respective
Affiliates,  successors  or  assigns,  if  any  (including  Breakage  Costs  and
reasonable  counsel  fees  and  expenses),   incurred  in  connection  with  the
enforcement,   administration   (including  periodic  auditing),   amendment  or
modification  of, or any  waiver or  consent  issued in  connection  with,  this
Agreement,  the Notes, any other Transaction Document and the other documents to
be delivered  hereunder or  thereunder,  or in connection  herewith or therewith
("Other Costs and Expenses").

                                       18
<PAGE>

     Section 8.6 Setoff.

     The  Issuer  hereby  irrevocably  and  unconditionally  waives all right of
setoff that it may have under contract  (including  this Agreement and any other
Transaction Document),  applicable law or otherwise with respect to any funds or
monies of any Note  Purchaser  at any time held by or in the  possession  of the
Issuer.

     Section 8.7 Recourse Against Certain Parties.

     (a) No  recourse  under or with  respect  to any  obligation,  covenant  or
agreement (including,  without limitation,  the payment of any fees or any other
obligations)  of any Secured  Party as contained in this  Agreement or any other
agreement,  instrument  or document  entered  into by it  pursuant  hereto or in
connection herewith shall be had against any administrator of such Secured Party
or any incorporator,  affiliate,  stockholder,  officer, employee or director of
such Secured Party or of any such administrator,  as such, by the enforcement of
any assessment or by any legal or equitable proceeding, by virtue of any statute
or otherwise;  it being  expressly  agreed and understood that the agreements of
such Secured Party contained in this Agreement and all of the other  agreements,
instruments  and documents  entered into by it pursuant  hereto or in connection
herewith  are, in each case,  solely the corporate  obligations  of such Secured
Party, and that no personal liability  whatsoever shall attach to or be incurred
by any  administrator  of such Secured Party or any  incorporator,  stockholder,
affiliate,  officer,  employee or director of such Secured  Party or of any such
administrator,  as such, or any other of them,  under or by reason of any of the
obligations,  covenants or agreements  of such Secured  Party  contained in this
Agreement or in any other such instruments, documents or agreements, or that are
implied  therefrom,  and  that any and all  personal  liability  of  every  such
administrator  of  such  Secured  Party  and  each  incorporator,   stockholder,
affiliate,  officer,  employee or director of such Secured  Party or of any such
administrator,  or any of them,  for breaches by such Secured  Party of any such
obligations, covenants or agreements, which liability may arise either at common
law or at equity, by statute or constitution,  or otherwise, is hereby expressly
waived  as a  condition  of and in  consideration  for  the  execution  of  this
Agreement.  The provisions of this Section 8.7 shall survive the  termination of
this Agreement.

     (b) Notwithstanding  anything in this Agreement to the contrary, VFCC shall
not have any obligation to pay any amount required to be paid by it hereunder in
excess of any amount  available to VFCC after paying or making provision for the
payment of its Commercial Paper Notes. All payment obligations of VFCC hereunder
are contingent on the  availability of funds in excess of the amounts  necessary
to pay its  Commercial  Paper Notes and each of the other parties  hereto agrees
that it will not have a claim under Section 101(5) of the Bankruptcy Code if and
to the extent that any such  payment  obligation  owed to it by VFCC exceeds the
amount available to VFCC to pay such amount after paying or making provision for
the payment of its Commercial Paper Notes.

     Section 8.8 Further Assurances.

     The Issuer  agrees to do such  further  acts and things and to execute  and
deliver to the Indenture Trustee such additional assignments, agreements, powers
and  instruments as are required by the Deal Agent,  the Liquidity  Agent or any
Note  Purchaser  to carry into  effect the


                                       19
<PAGE>

purposes of this Agreement or the Indenture and related Series  Supplement or to
better assure and confirm unto the Deal Agent,  the Liquidity  Agent or any Note
Purchaser  its  rights,  powers  and  remedies  hereunder  or  under  any  other
Transaction Document.

     Section 8.9 Governing Law; Consent to Jurisdiction;  Waiver of Objection to
Venue.

     THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE  WITH, THE
LAWS OF THE STATE OF NEW YORK. EACH OF THE PARTIES HERETO AND EACH SECURED PARTY
HEREBY (A) AGREES TO THE NON-EXCLUSIVE JURISDICTION OF ANY FEDERAL COURT LOCATED
WITHIN THE STATE OF NEW YORK, NEW YORK COUNTY; (B) WAIVES ANY OBJECTION BASED ON
FORUM  NON  CONVENIENS,  AND ANY  OBJECTION  TO VENUE OF ANY  ACTION  INSTITUTED
HEREUNDER IN ANY OF THE  AFOREMENTIONED  COURTS AND (C) CONSENTS TO THE GRANTING
OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT.

     Section 8.10 Waiver of Jury Trial.

     TO THE EXTENT  PERMITTED BY APPLICABLE  LAW, EACH OF THE PARTIES HERETO AND
EACH SECURED PARTY WAIVES ANY RIGHT TO HAVE A JURY  PARTICIPATE IN RESOLVING ANY
DISPUTE,  WHETHER SOUNDING IN CONTRACT,  TORT, OR OTHERWISE  BETWEEN THE PARTIES
HERETO  ARISING  OUT OF,  CONNECTED  WITH,  RELATED  TO,  OR  INCIDENTAL  TO THE
RELATIONSHIP  BETWEEN  ANY OF THEM IN  CONNECTION  WITH  THIS  AGREEMENT  OR THE
TRANSACTIONS  CONTEMPLATED  HEREBY.  INSTEAD, ANY SUCH DISPUTE RESOLVED IN COURT
WILL BE RESOLVED IN A BENCH TRIAL WITHOUT A JURY.

     Section 8.11 Execution in Counterparts; Severability; Integration.

     This  Agreement  may be  executed  in any  number  of  counterparts  and by
different  parties  hereto  in  separate  counterparts,  each of  which  when so
executed  shall be deemed to be an original and all of which when taken together
shall constitute one and the same agreement. Delivery of an executed counterpart
of a  signature  page to this  Agreement  by  facsimile  shall be  effective  as
delivery  of a manually  executed  counterpart  of this  Agreement.  In case any
provision in or obligation  under this  Agreement  shall be invalid,  illegal or
unenforceable in any jurisdiction,  the validity, legality and enforceability of
the remaining  provisions or obligations,  or of such provision or obligation in
any other  jurisdiction,  shall not in any way be affected or impaired  thereby.
This Agreement  together with the other Transaction  Documents contain the final
and complete  integration  of all prior  expressions  by the parties hereto with
respect to the subject matter hereof and shall  constitute the entire  agreement
among the parties hereto with respect to the subject matter hereof,  superseding
all prior oral or written understandings.

     Section 8.12 Headings.

     Section  headings used in this  Agreement are for  convenience of reference
only and shall not affect the construction or interpretation of this Agreement.



                                       20
<PAGE>

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

THE ISSUER:                           UAC SECURITIZATION CORPORATION
                                       as Issuer

                                       By: /s/ Treg Bauchert
                                          --------------------------------------
                                       Name:   Treg Bauchert
                                       Title:  President

                                       UAC Securitization Corporation
                                       250 North Shadeland Avenue, Suite 001
                                       Indianapolis, Indiana 46219
                                           Attention: President
                                           Telephone: (317) 231-7935


THE DEAL AGENT:                        WACHOVIA CAPITAL MARKETS, LLC


                                       By: /s/ Steven J. Ellis
                                          --------------------------------------
                                       Name:  Steven J. Ellis
                                       Title: Director

                                       Wachovia Capital Markets, LLC
                                       One Wachovia Center, TW-10
                                       Charlotte, North Carolina  28288
                                           Attention:
                                           Facsimile: (704)
                                           Telephone: (704)


<PAGE>




INITIAL NOTE PURCHASER:                VARIABLE FUNDING CAPITAL CORPORATION

                                       By Wachovia Capital Markets, LLC,
                                       as attorney-in-fact


                                       By: /s/ Doug Wilson
                                          --------------------------------------
                                       Name:   Doug Wilson
                                       Title:  Vice President

                                       Variable Funding Capital Corporation
                                       c/o Wachovia Capital Markets, LLC
                                       One Wachovia Center, TW-10
                                           Attention: Conduit Administration
                                           Facsimile: (704) 383-6036
                                           Telephone: (704) 383-9343



THE LIQUIDITY AGENT:                   WACHOVIA BANK, NATIONAL ASSOCIATION


                                       By: /s/ Randy Robertson
                                          --------------------------------------
                                       Name:   Randy Robertson
                                       Title:  Senior Vice President

                                       Wachovia Bank, National Association
                                       One Wachovia Center, TW-10
                                       Charlotte, North Carolina  28288
                                           Attention:
                                           Facsimile: (704)
                                           Telephone: (704)