EXHIBIT 10.7(a)

                                                                  EXECUTION COPY




                         MASTER TRUST ACCOUNT AGREEMENT

                                      among

                          UNION ACCEPTANCE CORPORATION,
                    individually and as Predecessor Servicer,

                         UAC SECURITIZATION CORPORATION,
                                   as Seller,

                     PERFORMANCE SECURITIZATION CORPORATION,
                                   as Seller,

                  OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF
                          UNION ACCEPTANCE CORPORATION,
                           as Creditor Representative

                           MBIA INSURANCE CORPORATION,

                           BNY MIDWEST TRUST COMPANY,
                        as Trustee and Indenture Trustee,

                              THE BANK OF NEW YORK,
                              as Indenture Trustee
                     SYSTEMS & SERVICES TECHNOLOGIES, INC.,
                             as Successor Servicer,
                              JPMORGAN CHASE BANK,
                          as Master Trust Paying Agent
                                       and

                            WILMINGTON TRUST COMPANY,
                                as Master Trustee


                           Dated as of April 17, 2003



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                                TABLE OF CONTENTS

ARTICLE I DEFINITIONS..........................................................3

         Section 1.01. General Definitions.....................................3

         Section 1.02. Generic Terms...........................................9

         Section 1.03. Computation of Time Periods.............................9

ARTICLE II THE MASTER TRUST ACCOUNT............................................9

         Section 2.01. Appointment of Master Trustee...........................9

         Section 2.02. Pledge of Security Interest.............................9

         Section 2.03. Establishment of Master Trust Account..................10

         Section 2.04. Investment of Funds in Master Trust Account............10

         Section 2.05. Deposit of Funds into Master Trust Account;
                Distribution of Funds on Deposit in Master Trust Account......10

         Section 2.06. Release of Funds on Deposit in the
                Master Trust Account..........................................12

         Section 2.07. Termination of Master Trust Account....................13

ARTICLE III MASTER TRUST TRIGGER EVENTS; TRANSACTION TRIGGER
        EVENTS AND TRANSACTION EVENTS OF DEFAULT..............................14

         Section 3.01. First Level Trigger Events.............................14

         Section 3.02. Second Level Trigger Events............................14

         Section 3.03. Duration of Master Trust Trigger Events................14

         Section 3.04.  Notification of Master Trust Trigger  Events,
                Transaction  Trigger Events and Transaction
                Events of Default.............................................15

ARTICLE IV THE MASTER TRUSTEE.................................................15

         Section 4.01. Duties of Master Trustee...............................15

         Section 4.02. Rights of Master Trustee...............................16

         Section 4.03. Compensation and Indemnity.............................17

         Section 4.04. Replacement of Master Trustee..........................18

         Section 4.05. Successor Master Trustee by Merger.....................19


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         Section 4.06. Eligibility............................................19

ARTICLE V Representations and Warranties......................................19

ARTICLE VI Master Trust Paying Agent..........................................20

         Section 6.01. Appointment of Master Trust Paying Agent...............20

         Section 6.02. Covenants of Master Trust Paying Agent.................20

         Section 6.03. Indemnity..............................................20

         Section 6.04. Removal of Master Trust Paying Agent...................21

         Section 6.05. Successor Master Trust Paying Agents...................21

ARTICLE VII MISCELLANEOUS PROVISIONS..........................................21

         Section 7.01. Amendments, Etc........................................21

         Section 7.02. Creditor Representative................................21

         Section 7.03. Indenture Trustees and Trustee.........................21

         Section 7.04. No Assignment..........................................22

         Section 7.05. Notices................................................22

         Section 7.06. No Waiver; Remedies and Severability...................24

         Section 7.07. Governing Law..........................................24

         Section 7.08. Counterparts...........................................24

         Section 7.09. Paragraph Headings, Etc................................24

         Section 7.10. Consent to Jurisdiction................................24

         Section 7.11. Jury Trial Waiver......................................25

         Section 7.12. Further Assurances.....................................25

         Section 7.13. Entire Agreement.......................................25

         Section 7.14. Nonpetition............................................26

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                         MASTER TRUST ACCOUNT AGREEMENT

     THIS MASTER TRUST ACCOUNT AGREEMENT (this  "Agreement") is made as of April
17, 2003 by and among UNION ACCEPTANCE CORPORATION ("UAC"),  individually and as
predecessor   servicer  (the   "Predecessor   Servicer"),   UAC   SECURITIZATION
CORPORATION ("UACSC") as seller, PERFORMANCE SECURITIZATION CORPORATION ("PSC"),
as seller and as  depositor,  BNY MIDWEST  TRUST  COMPANY,  as  successor to the
corporate  trust  administration  of Harris Trust and Savings Bank, as indenture
trustee  under the  various  Indentures  described  below  other than the 2000-B
Indenture (as defined below) (the "BNY  Indenture  Trustee") and as trustee (the
"Trustee") under the various Pooling and Servicing  Agreements  described below,
THE BANK OF NEW YORK, as indenture trustee under the 2000-B Indenture (the "BONY
Indenture Trustee" and, together with the BNY Indenture Trustee,  the "Indenture
Trustees" and, each  individually,  an "Indenture  Trustee"),  WILMINGTON  TRUST
COMPANY,   as  master  trustee  (the  "Master  Trustee"),   SYSTEMS  &  SERVICES
TECHNOLOGIES,  INC.,  ("SST"  and, in its  capacity  as  servicer  or  successor
servicer under the Servicing  Agreements,  "Servicer" or "Successor  Servicer"),
JPMORGAN  CHASE BANK,  as master trust  paying  agent (the "Master  Trust Paying
Agent"), MBIA INSURANCE CORPORATION,  as financial guaranty insurer ("MBIA") and
the CREDITOR REPRESENTATIVE (as defined herein).

                             PRELIMINARY STATEMENTS

     WHEREAS, UACSC, the Predecessor Servicer and the Trustee are parties to (a)
the  Pooling  and  Servicing  Agreement  dated as of March 1, 1998 (the  "1998-A
Servicing  Agreement")  with respect to the formation of UACSC 1998-A Auto Trust
(the "1998-A Transaction");  (b) the Pooling and Servicing Agreement dated as of
June 1, 1998 (the "1998-B Servicing Agreement") with respect to the formation of
UACSC  1998-B  Auto  Trust  (the  "1998-B  Transaction");  (c) the  Pooling  and
Servicing  Agreement  dated as of  September  1,  1998  (the  "1998-C  Servicing
Agreement")  with  respect  to the  formation  of UACSC  1998-C  Auto Trust (the
"1998-C  Transaction");  (d) the Pooling  and  Servicing  Agreement  dated as of
November  1,  1998  (the  "1998-D  Servicing  Agreement")  with  respect  to the
formation  of UACSC 1998-D Auto Trust (the  "1998-D  Transaction");  and (e) the
Pooling  and  Servicing  Agreement  dated as of  February  1, 1999 (the  "1999-A
Servicing  Agreement")  with respect to the formation of UACSC 1999-A Auto Trust
(the "1999-A  Transaction" and together with the 1998-A Transaction,  the 1998-B
Transaction,  the 1998-C Transaction,  and the 1998-D Transaction,  the "Grantor
Trust  Transactions")  (as the same may be amended,  restated,  supplemented  or
otherwise modified from time to time, the 1998-A Servicing Agreement, the 1998-B
Servicing  Agreement,  the 1998-C  Servicing  Agreement,  the  1998-D  Servicing
Agreement,  and the 1999-A Servicing Agreement,  each a "Grantor Trust Servicing
Agreement" and collectively the "Grantor Trust Servicing Agreements");

     WHEREAS,  PSC, the Predecessor  Servicer and the Trustee are parties to the
Pooling and  Servicing  Agreement  dated as of June 1, 1998 with  respect to the
formation of PSC 1998-1 Grantor Trust (the "PSC  Transaction")  (as the same may
be amended, restated,  supplemented or otherwise modified from time to time, the
"PSC Servicing Agreement");

     WHEREAS,  UACSC,  the  Predecessor  Servicer  and Wachovia  Trust  Company,
National Association,  formerly First Union Trust Company, National Association,
as owner  trustee  (the  "Owner  Trustee")  are  parties  to (a) the  Trust  and
Servicing Agreement dated as of May 1, 1999


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(the "1999-B Servicing Agreement");  (b) the Trust and Servicing Agreement dated
as of July 23, 1999 (the "1999 Master Trust and Servicing  Agreement");  (c) the
Trust and Servicing  Agreement dated as of August 1, 1999 (the "1999-C Servicing
Agreement");  (d) the Trust and Servicing Agreement dated as of November 1, 1999
(the "1999-D Servicing Agreement");  (e) the Trust and Servicing Agreement dated
as of February 1, 2000 (the  "2000-A  Servicing  Agreement");  (f) the Trust and
Servicing Agreement dated as of June 1, 2000 (the "2000-B Servicing Agreement");
(g) the Trust and Servicing Agreement dated as of November 17, 2000 (the "2000-D
Servicing  Agreement");  (h) the  Trust  and  Servicing  Agreement  dated  as of
February  24,  2001  (the  "2001-A  Servicing  Agreement");  (i) the  Trust  and
Servicing  Agreement  dated as of  September  25,  2001 (the  "2001-C  Servicing
Agreement");  and (j) the Trust and  Servicing  Agreement  dated as of March 18,
2002 (the "2002-A  Servicing  Agreement") (the 1999-B Servicing  Agreement,  the
1999 Master Trust and Servicing Agreement,  the 1999-C Servicing Agreement,  the
1999-D Servicing Agreement, the 2000-A Servicing Agreement, the 2000-B Servicing
Agreement,  the 2000-D Servicing Agreement,  the 2001-A Servicing Agreement, the
2001-C Servicing Agreement and the 2002-A Servicing Agreement,  as the same have
been or may hereafter be amended,  restated,  supplemented or otherwise modified
from time to time, each an "Owner Trust  Servicing  Agreement" and together with
the Grantor Trust  Servicing  Agreements  and the PSC Servicing  Agreement,  the
"Servicing Agreements"); and

     WHEREAS, the Owner Trustee, on behalf of the various trusts parties thereto
(each an  "Issuer"),  and the BNY  Indenture  Trustee,  are  parties  to (a) the
Indenture dated as of May 1, 1999 (the "1999-B  Indenture")  with respect to the
formation  of UACSC  1999-B  Owner  Trust (the  "1999-B  Transaction");  (b) the
Indenture  and  Security  Agreement  dated as of July 23, 1999 (the "1999 Master
Indenture and Security  Agreement")  with respect to the formation of UACSC 1999
Master  Owner  Trust  (the  "1999  Master  Owner  Trust  Transaction");  (c) the
Indenture  dated as of August 1, 1999 (the "1999-C  Indenture")  with respect to
the  formation of UACSC 1999-C Owner Trust (the "1999-C  Transaction");  (d) the
Indenture dated as of November 1, 1999 (the "1999-D  Indenture") with respect to
the  formation of UACSC 1999-D Owner Trust (the "1999-D  Transaction");  (e) the
Indenture dated as of February 1, 2000 (the "2000-A  Indenture") with respect to
the  formation of UACSC 2000-A Owner Trust (the "2000-A  Transaction");  (f) the
Indenture dated as of November 17, 2000 (the "2000-D Indenture") with respect to
the  formation of UACSC 2000-D Owner Trust (the "2000-D  Transaction");  (g) the
Indenture dated as of February 24, 2001 (the "2001-A Indenture") with respect to
the  formation of UACSC 2001-A Owner Trust (the "2001-A  Transaction");  (h) the
Indenture dated as of September 25, 2001 (the "2001-C  Indenture")  with respect
to the formation of UACSC 2001-C Owner Trust (the "2001-C Transaction"); and (i)
the Indenture dated as of March 18, 2002 (the "2002-A  Indenture")  with respect
to the formation of UACSC 2002-A Owner Trust (the "2002-A  Transaction") and the
Owner Trustee and the BONY Indenture  Trustee are parties to the Indenture dated
as of June 1, 2000 (the "2000-B  Indenture")  with  respect to the  formation of
UACSC 2000-B Owner Trust (the "2000-B  Transaction" and together with the 1999-B
Transaction,  the 1999 Master Owner Trust Transaction,  the 1999-C  Transaction,
the 1999-D  Transaction,  the 2000-A Transaction,  the 2000-D  Transaction,  the
2001-A  Transaction,  the 2001-C  Transaction  and the 2002-A  Transaction,  the
"Owner Trust  Transactions")  (the Owner Trust  Transactions  together  with the
Grantor Trust Transactions and the PSC Transaction,  the "Transactions") (as the
same may be amended,  restated,  supplemented or otherwise modified from time to
time, the 1999-B  Indenture,  the 1999 Master Indenture and Security  Agreement,
the 1999-C  Indenture,  the 1999-D Indenture,  the 2000-A Indenture,  the 2000-B
Indenture,  the 2000-D Indenture, the 2001-A Indenture, the


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2001-C Indenture and the 2002-A Indenture,  each an "Indenture" and collectively
the "Indentures"); and

     WHEREAS,  on October 31,  2002,  UAC filed a voluntary  petition for relief
(the "Bankruptcy Filing") under Chapter 11 of Title 11 of the United States Code
with the  Indianapolis  Division of the United States  Bankruptcy Court Southern
District of Indiana (the "Bankruptcy Court"); and

     WHEREAS,  on November 12, 2002, the Bankruptcy Court appointed the Creditor
Representative to represent the unsecured creditors of UAC; and

     WHEREAS,  on April 10, 2003,  the  Bankruptcy  Court  approved the sale and
transfer by UAC of its automobile consumer receivable  servicing platform assets
to SST; and

     WHEREAS,  on the date hereof and prior to the execution hereof, the parties
have  amended the  Servicing  Agreements,  the  Indentures  and certain  related
documents  to  modify  the  provisions  of  the  Servicing  Agreements  and  the
Indentures to provide for (i) the terms under which the Successor Servicer shall
become party thereto and carry out its responsibilities and (ii) augmentation of
the credit  enhancement  provisions of the  Transactions  and to curtail certain
obligations of UAC under the Servicing Agreements (the "Amendments"); and

     WHEREAS,  in  connection  with the  Amendments,  the parties have agreed to
establish  the Master  Trust  Account  (as  defined  herein)  and to provide for
certain other matters related thereto.

     WHEREAS, for good and valuable  consideration,  the sufficiency of which is
hereby  acknowledged,  the  parties  hereto  mutually  desire to enter into this
Agreement as hereinafter set forth.

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


                                   ARTICLE I
                                  DEFINITIONS

General Definitions. The terms defined in this Article I shall have the meanings
provided herein for all purposes of this  Agreement,  unless the context clearly
requires   otherwise,   in  both  singular  and  plural  form,  as  appropriate.
Capitalized  terms used herein and not otherwise  defined  herein shall have the
meanings assigned to such terms in the Servicing  Agreements (or, if not defined
herein or therein, in the Indentures).

     "Adjusted Full Reserve  Amount" means an amount equal to the greater of (a)
15% of the aggregate Outstanding Balance and (b) the Required Reserve Floor.

     "Adjusted Minimum Collateral Percentage" means, with respect to any Payment
Date, the greater of (A) a fraction, expressed as a percentage, equal to (i) the
Total Cash  Collateral as of the immediately  preceding  Payment Date divided by
(ii) the aggregate  Outstanding Balance as of the immediately  preceding Payment
Date , in both cases, after giving effect to all distributions


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on  such  preceding  Payment  Date,  or  (B)  the  Adjusted  Minimum  Collateral
Percentage for the immediately preceding Payment Date.

     "Affected  Servicing  Agreement"  means each of the Grantor Trust Servicing
Agreements and the 1999-B and 1999-C Servicing Agreements.

     "Aggregate  Exposure  Amount" shall mean, as of any Payment Date, an amount
to be  determined by MBIA  (reasonably  acceptable to UACSC) and provided to the
Master Trustee equal to the sum of (i) 100% of the Outstanding  Balance plus 50%
of the projected interest to be paid on the Notes and the Investor  Certificates
for their  estimated  remaining  life, as  calculated  pursuant to a methodology
reasonably acceptable to MBIA and UACSC, plus (ii) any outstanding reimbursement
obligations  and fees and  expenses  owed to MBIA  pursuant  to the  Transaction
Documents plus (iii) the product of (x) the aggregate  dollar amount of Servicer
Fees,  Owner Trustee Fees,  Indenture  Trustee Fees,  Trustee Fees,  Transaction
Paying Agent Fees and  Administration  Fees or related  expenses  accrued and/or
paid  during the most  recent  calendar  month  times (y) the number of calendar
months  remaining until the latest legal final Payment Date for any Transaction,
plus (iv)  reasonably  estimated  indemnity  amounts  required to be paid to the
Administrator, Servicer, Trustee, Owner Trustee, or Indenture Trustees.

     "Amendment to Insurance  Agreements"  shall mean the Amendment to Insurance
and  Reimbursement  Agreements,  dated as of the date hereof,  among MBIA,  UAFC
Corporation, UAFC-1 Corporation, UAFC-2 Corporation, UACSC, UAC and PSC.

     "Applicable  Modification  Date" means,  with respect to any Grantor  Trust
Transaction,  the 1999-B Transaction or the 1999-C  Transaction,  the date as of
which the amendments to the Servicing  Agreement  related to such Transaction as
contemplated  in the Grantor Trust Omnibus  Amendment or the Owner Trust Omnibus
Amendment,  as  applicable,  become  effective  with  respect to such  Servicing
Agreement.

     "Available Excess Cash" shall mean $12,500,000.

     "Available  Spread  Amount"  shall  have  the  meaning  set  forth  in  the
respective Servicing Agreement and/or Indenture, as applicable, except that with
respect to the PSC Transaction,  the "Available Spread Amount" shall mean, as of
any date of calculation,  the sum of the "Available Cash Collateral  Amount" and
the  "Available  Deferral  Reserve  Amount" as such terms are defined in the PSC
Servicing Agreement.

     "Base  Reserve  Amount"  shall mean an amount equal to 8% of the  aggregate
Outstanding Balance.

     "Basic  Transaction  Collateral  Amount"  shall mean the  "Required  Spread
Amount" as such term is defined in the  respective  Servicing  Agreement  and/or
Indenture, as applicable,  except that with respect to the PSC Transaction,  the
"Basic Transaction Collateral Amount" shall mean, as of any date of calculation,
the sum of the "Required  Cash  Collateral  Amount" and the  "Required  Deferral
Reserve Amount" as such terms are defined in the PSC Servicing Agreement.

     "Collection  Account"  shall have the meaning  set forth in the  respective
Servicing Agreement and/or Indenture, as applicable, except that with respect to
the Grantor Trust


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Transactions and the PSC Transaction, the "Collection Account" shall mean and be
a reference  to the  "Certificate  Account"  (as such term is defined in the PSC
Servicing Agreement).

     "Creditor  Representative" shall mean initially,  the Official Committee of
Unsecured  Creditors (the "Committee")  appointed in connection with the Chapter
11  proceeding  in the United  States  Bankruptcy  Court,  Southern  District of
Indiana,  Indianapolis Division,  Case No. 02-19231-BHL-11 (the "Proceeding") or
any  successor  thereto  (including,  without  limitation,  any  plan  Committee
provided for in, or contemplated by, any plan of reorganization  approved by the
Bankruptcy Court in the Proceeding) or, in the absence of any successor,  one or
more  of  the  unsecured  creditors  authorized  to act on  behalf  of any  such
committee.  No change in the  identity of the Creditor  Representative  shall be
effective  unless and until the most recent Creditor  Representative  shall have
notified each of the parties hereto in writing of such change.

     "Excess  Cash"  shall mean the  aggregate  of all amounts on deposit in the
Spread  Accounts on the Servicing  Transfer Date or any subsequent  Payment Date
for   each   Transaction   available   to  be   distributed   to  the   Residual
Certificateholders  pursuant to (i)  Section  10.02(e)  and/or  10.02(f) of each
Grantor   Trust   Servicing   Agreement   with  respect  to  the  Grantor  Trust
Transactions,  (ii) Section 10.02(e) of each Indenture with respect to the Owner
Trust Transactions and (iii) any of Sections 10.01(e),  10.01(i),  10.02(h) and/
or 10.02(i) of the PSC Servicing Agreement with respect to the PSC Transaction.

     "Excess Cash Flow" shall mean, as of any Payment Date for all  Transactions
after making all required  distributions to the Trustee, the Indenture Trustees,
the  Transaction  Paying Agent,  the Owner Trustee,  the Servicer,  the Investor
Certificateholders,  the  Noteholders  and MBIA under the  applicable  Servicing
Agreements  and/or  Indentures,  the amount by which the Total  Cash  Collateral
exceeds the Total Cash Collateral as of the immediately preceding Payment Date.

     "First Level  Cumulative Net Loss Trigger" shall mean the amounts set forth
on Schedule A attached hereto.

     "First  Level Net Loss Ratio  Trigger"  shall mean the amounts set forth on
Schedule B attached hereto.

     "First Level  Trigger  Events"  shall have the meaning set forth in Section
3.01.

     "First Level  Triggers"  shall mean the First Level Net Loss Ratio  Trigger
and the First Level Cumulative Net Loss Trigger.

     "Full Reserve  Amount" shall mean an amount equal to the greater of (a) 12%
of the aggregate Outstanding Balance and (b) the Required Reserve Floor.

     "Grantor  Trust  Omnibus  Amendment"  shall mean the  Agreement and Omnibus
Amendments to Pooling and Servicing Agreements and Purchase Agreements, dated as
of the date hereof, among UAC, UACSC, the Trustee and MBIA.

     "Interim  Agreement" means the Interim Agreements and Stipulations  Pending
Effective Date In Respect of Grantor Trust Servicing Agreements and UACSC 1999-B
and 1999-C Owner


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Trust  Servicing  Agreements,  annexed as Exhibit A to the Grantor Trust Omnibus
Amendment and the Owner Trust Omnibus Amendment.

     "Investor  Certificateholders"  shall  mean  the  holders  of any  Investor
Certificates.

     "Investor  Certificates" shall mean the Certificates issued pursuant to the
PSC Servicing  Agreement  and any Class A  Certificates  issued  pursuant to the
Grantor Trust Servicing Agreements.

     "Master Trust Account" shall mean the trust account established pursuant to
Section 2.03.

     "Master Trustee" shall mean Wilmington Trust Company, and its successors in
such capacity.

     "Master Trust Paying  Agent" means  initially  JPMorgan  Chase Bank and its
successors  in such  capacity  or any other  Person  that meets the  eligibility
standards for the Master  Trustee  specified in Section 4.06 and is appointed by
UACSC with the written approval of MBIA to make the distributions required to be
made under this Agreement.

     "Master Trust Servicer  Certificate" shall mean a certificate completed and
executed by an officer of the Servicer in a form  acceptable to UACSC,  MBIA and
the Master Trustee,  which shall include all information  required by the Master
Trustee  and  the  Master  Trust  Paying  Agent  to  make  the  withdrawals  and
distributions  required  under  Section 2.05 and 2.06  hereof.  UAC shall render
assistance reasonably requested by SST in connection with the preparation of the
Master Trust Servicer Certificate.

     "Master Trust Trigger Events" shall mean the First Level Trigger Events and
the Second Level Trigger Events.

     "1998-A  Certificates" shall mean the Investor Certificates issued pursuant
to the 1998-A Servicing Agreement.

     "Noteholders"  shall mean the holders of any Notes  issued  pursuant to the
Indentures.

     "Outstanding  Balance"  shall  mean,  as of any  date of  calculation,  the
Outstanding  Note  Balance and the  Outstanding  Certificate  Balance as of such
date.

     "Outstanding   Certificate   Balance"   shall  mean,  as  of  any  date  of
calculation,  the aggregate of the then outstanding  Certificate Balances and/or
Certificate Principal Balances, as applicable, of the Investor Certificates.

     "Outstanding  Note Balance" shall mean, as of any date of calculation,  the
aggregate of the then  outstanding Note Balances of the Notes issued pursuant to
the Indentures.

     "Overfunded  Spread  Account"  shall have the  meaning set forth in Section
2.05(c).

     "Owner  Trust  Omnibus  Amendment"  shall mean the  Agreement  and  Omnibus
Amendments  to  Trust  and  Servicing  Agreements,   Administration  Agreements,
Purchase  Agreements and Supplemental  Indentures,  dated as of the date hereof,
among UAC, UACSC, the Owner Trustee, the Indenture Trustees and MBIA.

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<PAGE>

     "Payment   Date"  shall  mean  (i)  with  respect  to  the  Grantor   Trust
Transactions and the PSC Transaction,  the "Distribution  Date" (as such term is
defined  in the  Grantor  Trust  Servicing  Agreements  and  the  PSC  Servicing
Agreement) and (ii) with respect to the Owner Trust  Transactions,  the "Payment
Date"  (as such  term is  defined  in the  Indentures).  In the  event  that the
"Distribution  Date" for the 1998-A Transaction in any month is a date different
from the Payment  Date for all other  transactions:  (i) all  distributions  and
payments to be made on the 1998-A  Certificates on such Distribution Date shall,
for purposes of all calculations  hereunder,  be assumed to have occurred on the
Payment  Date for all  other  Transactions,  (except  that,  unless  the  1998-A
Transaction is amended to the contrary,  Excess Cash distributed from the 1998-A
Transaction  will be deposited  into the Master Trust Account only on the actual
Distribution Date for such Transaction); (ii) amounts to be distributed from the
Master Trust Account to the Spread Account for the 1998-A  Transaction  shall be
distributed  as if the  1998-A  Distribution  Date was the  same as every  other
Payment  Date;  and  (iii)  without  limiting  the  foregoing,  the  Outstanding
Certificate Balance, the Total Cash Collateral,  the Adjusted Minimum Collateral
Percentage,  the Full Reserve  Amount and the Adjusted Full Reserve Amount as of
any Payment Date shall give effect to all  distributions and payments to be made
on the 1998-A Transaction on the related "Distribution Date".

     "Plan  Confirmation  Date"  shall  mean  the date on  which  UAC's  plan of
reorganization is confirmed.

     "Plan  Consummation  Date"  shall  mean  the date on  which  UAC's  plan of
reorganization is consummated.

     "Required Reserve Floor" shall mean an amount equal to the lesser of (A) if
no First Level Triggers are then breached, the Aggregate Exposure Amount, or (B)
(i)  $27,000,000  until  the  aggregate  Outstanding  Balance  has been  paid to
$54,000,000;  (ii)  thereafter,  $22,000,000  until  the  aggregate  Outstanding
Balance has been reduced to $44,000,000; and (iii) thereafter, $17,000,000 until
the date on  which  the  Series  2001-A  Notes  have  been  paid in full and all
reimbursement  obligations  owed to MBIA in respect thereof have been satisfied;
and (iv) thereafter, $12,000,000 provided, however, that if either of the Second
Level Triggers are breached,  then the four sequential  floors described in this
clause (B) increase by $3,000,000 each or $30,000,000;  $25,000,000; $20,000,000
and $15,000,000  respectively;  provided,  further,  that once both Second Level
Triggers have been restored to compliance for three consecutive months, then the
four sequential floors shall be again reduced to their original levels.  For the
avoidance  of doubt,  if on any Payment  Date the First Level  Triggers are then
breached so that clause (A) above is  inapplicable,  then the  Required  Reserve
Floor shall be calculated solely by reference to clause (B) above.

     "Residual  Certificateholders"  shall  mean (i) with  respect  to the Owner
Trust  Transactions,  the  "Certificateholder"  (as such term is  defined in the
Owner Trust Servicing  Agreements),  each of which is currently UACSC, (ii) with
respect to the Grantor Trust Transactions,  the "Class IC Certificateholder" (as
such term is defined in the Grantor Trust Servicing  Agreements),  each of which
is  currently  UACSC,  and  (iii)  with  respect  to the  PSC  Transaction,  the
"Depositor" (as such term is defined in the PSC Servicing Agreement),  currently
PSC.

     "Second Level Cumulative Net Loss Trigger" shall mean the amounts set forth
on Schedule C attached hereto.

                                       7
<PAGE>

     "Second Level Net Loss Ratio  Trigger"  shall mean the amounts set forth on
Schedule D attached hereto.

     "Second Level  Trigger  Events" shall have the meaning set forth in Section
3.02.

     "Second Level  Triggers" shall mean the Second Level Net Loss Ratio Trigger
and the Second Level Cumulative Net Loss Trigger.

     "Secured Parties" shall have the meaning set forth in Section 2.03.

     "Servicing Transfer Agreement" shall mean the Servicing Transfer Agreement,
dated as of the date hereof, by and among the SST, UAC, UACSC, PSC and MBIA.

     "Servicing Transfer Date" shall mean April 18 2003.

     "Spread  Account"  shall  have the  meaning  set  forth  in the  respective
Servicing Agreement and/or Indenture, as applicable, except that with respect to
the PSC  Transaction,  the "Spread Account" shall mean and be a reference to the
"Cash Collateral Account" and/or the "Deferral Reserve Account" or both (as such
terms  are  defined  in the  PSC  Servicing  Agreement  and as the  context  may
require).

     "Successor  Servicer  Monthly  Compensation  Amount" means,  subject to the
Servicing Transfer Agreement, with respect to each Transaction, for each Payment
Date, a fee payable to the Successor Servicer with respect to each Receivable in
an amount  equal to the sum of $9.00 per  Active  Contract  (as  defined  in the
Servicing Transfer Agreement) per Collection Period; provided that the Successor
Servicer  Monthly  Compensation  Amount  shall  not be less than  $2,500.00  per
Transaction.

     "Total Cash Collateral" shall mean, as of any date of calculation,  the sum
of the aggregate  amounts then on deposit in the Spread Accounts for each of the
Transactions  together  with the amount  then on  deposit  in the  Master  Trust
Account.

     "Transaction  Documents"  shall mean (i) with respect to the Grantor  Trust
Transactions and the PSC Transaction,  the Pooling and Servicing Agreement,  the
Depository Agreement,  the Insurance Agreement and the Policy (as such terms are
defined  in the  Grantor  Trust  Servicing  Agreements  and  the  PSC  Servicing
Agreement,  as  applicable)  for  each  Grantor  Trust  Transaction  and the PSC
Transaction,  (ii) with  respect  to the  Owner  Trust  Transactions,  the Basic
Documents  (as such term is defined  in the  Indentures)  for each  Owner  Trust
Transaction,  (iii) the  Servicing  Transfer  Agreement,  (iv) the  Owner  Trust
Omnibus Amendment,  (v) the Grantor Trust Omnibus Amendment,  (vi) the Amendment
to Insurance Agreement, (vii) the PSC 1998-1 Amendment,  (viii) the Master Owner
Trust Amendment and (ix) this Agreement.

     "Transaction  Paying  Agent"  shall have the  meaning  ascribed to the term
"Paying  Agent" in the Grantor Trust  Servicing  Agreements  with respect to the
Grantor Trust  Transactions  and the PSC  Transaction and in the Indentures with
respect to the Owner Trust Transactions.

     "Transaction  Priority"  means,  initially,  the progressive  chronological
order of  Transactions  to which  payments are to be made or from which payments
are to be withdrawn,  respectively, by the Master Trustee under Section 2.05, or
such other order as may be  designated


                                       8
<PAGE>

by MBIA in  written  notice to the  Master  Trustee  from time to time (it being
understood  that Insurer shall not have  discretion to eliminate any Transaction
from any Transaction Priority, but merely to reorder such priorities).

     "Transaction  Events of  Default"  shall mean the Events of Default and the
Insurer Defaults under the Indentures.

     "Transaction Trigger Events" shall mean the Trigger Events set forth in the
Insurance and  Reimbursement  Agreement for each  Transaction as modified by the
Amendment to Insurance Agreements.

     "Transition  Costs" with respect to each Grantor Trust  Transaction,  means
any reasonable  fees and expenses of the Back-Up  Servicer,  provided,  however,
that in no event shall Transition Costs in the aggregate for the related Grantor
Trust  Servicing  Agreement  and all similar  servicing  agreements to which the
Seller and Servicer are parties, exceed the lesser of (i) $200,000 or such other
amount  approved by MBIA, or (ii) the sum of $50,000,  plus, for each Collection
Period during which the Back-Up  Servicer serves in such capacity the product of
(x)  0.0125%  times (y) the Pool  Balance  as of the  beginning  of the  related
Collection Period, divided by (z) twelve.

     "Underfunded  Spread  Account"  shall have the meaning set forth in Section
2.05(c).

     Section 1.02. Generic Terms. All words used herein shall be construed to be
of such  gender or  number as the  circumstances  require.  The words  "herein,"
"hereby,"  "hereof,"  "hereto,"  "hereinbefore"  and "hereinafter," and words of
similar  import,  refer  to  this  Agreement  in  its  entirety  and  not to any
particular paragraph, clause or other subdivision, unless otherwise specified.

     Section  1.03.  Computation  of  Time  Periods.  In  this  Agreement,   the
computation of periods of time from a specified date to a later  specified date,
the word "from" means "from and  including"  and the words "to" and "until" each
means "to and including". Periods of days referred to in this Agreement shall be
counted in calendar  days unless  Business  Days are  expressly  prescribed  and
periods of months and years  shall be counted in  calendar  months and  calendar
years unless otherwise specified.


                                   ARTICLE II
                            THE MASTER TRUST ACCOUNT

     Section 2.01.  Appointment of Master  Trustee.  UACSC,  PSC, SST, MBIA, the
Owner Trustee,  the Indenture Trustees and the Trustee hereby appoint Wilmington
Trust Company as the Master  Trustee  under this  Agreement to act in accordance
with the terms of this  Agreement.  Wilmington  Trust Company hereby accepts and
acknowledges its appointment as the Master Trustee.

     Section  2.02.  Pledge of Security  Interest.  Each of UACSC and PSC hereby
assigns,  sells,  conveys and transfers to the Master Trustee and its successors
and assigns, on behalf of the Noteholders,  the Certificateholders and MBIA, and
grants thereto a security  interest in, all of its right,  title and interest in
and to all  Excess  Cash  and  Excess  Cash  Flow,  to have  and to hold all

                                       9
<PAGE>



the aforesaid  property,  rights and  privileges  unto the Master  Trustee,  its
successors  and  assigns,  in trust for the benefit of the Master  Trustee,  the
Investor Certificateholders, the Noteholders under the Owner Trust Transactions,
the Successor  Servicer,  Indenture  Trustees,  Owner Trustee and/or Trustee, as
applicable,   under  each  Servicing   Agreement  and/or  Indenture,   and  MBIA
(collectively, the "Secured Parties") and to hold the aforesaid property, rights
and  privileges  for the benefit of the  Residual  Certificateholders,  as their
interests  may  appear,  subject to the terms and  provisions  set forth in this
Agreement.  The  Master  Trustee  and  the  Master  Trust  Paying  Agent  hereby
acknowledge such transfer and, upon receipt, the Master Trust Paying Agent shall
hold and distribute the Excess Cash and the Excess Cash Flow in accordance  with
the terms and provisions of this Agreement.

     Section 2.03.  Establishment  of Master Trust  Account.  On or prior to the
Servicing  Transfer  Date,  the Master  Trustee  shall  establish and maintain a
segregated  trust  account  with the Master  Trustee or in the  corporate  trust
department of another  Eligible Bank designated by UACSC and approved by MBIA to
be titled:  "UACSC  Master Trust  Account" and referred to herein as the "Master
Trust  Account." The Master Trust Account shall be maintained in the name of the
Master  Trustee.  The Master  Trust  Account and any amounts on deposit  therein
shall be part of the  collateral  pledged  herein for the benefit of the Secured
Parties, as their respective interests may appear herein.

     Section 2.04. Investment of Funds in Master Trust Account. Funds on deposit
in the Master Trust  Account  shall be invested in Eligible  Investments  in the
same  manner  and  subject  to the  same  requirements  and  limitations  as the
investment of funds in the  Collection  Account  pursuant to Section 9.01 of the
Servicing  Agreements and/or Indentures,  as applicable (subject to Section 9(a)
of the Servicing  Transfer  Agreement),  including the limitation  that Eligible
Investments mature not later than the Business Day (or in certain  circumstances
specified in Section 9.01 of the Servicing Agreements and/or the Indentures,  as
the case may be, the second Business Day) prior to the next  succeeding  Payment
Date. For purposes of determining  the  availability  of funds or the balance in
the Master  Trust  Account  for any  reason  under  this  Agreement,  investment
earnings on such funds shall be deemed to be available or on deposit only to the
extent  that the  aggregate  of such  amounts,  plus the funds on deposit in the
Master Trust Account, do not exceed the Full Reserve Amount or the Adjusted Full
Reserve Amount, as applicable.

     Section 2.05.  Deposit of Funds into Master Trust Account;  Distribution of
Funds on Deposit in Master Trust Account.

          (a) Within two  Business  Days prior to any  Payment  Date,  SST shall
     deliver the Master Trust Servicer  Certificate to the Master  Trustee,  the
     Indenture Trustees,  the Trustee,  UACSC, the Master Trust Paying Agent and
     MBIA.

          (b)  On  the  Servicing  Transfer  Date  or  as  soon  as  practicable
     thereafter,  but no later than the May 2003 Payment  Date,  the Trustee and
     the  Indenture  Trustees  shall  withdraw all Excess Cash on deposit in the
     Spread  Accounts for each  Transaction  in excess of the Basic  Transaction
     Collateral  Amounts and transfer  such funds net of accrued and unpaid fees
     and expenses owed to MBIA pursuant to the Transaction Documents (subject to
     an accounting in reasonable detail) to the Master Trust Account.


                                       10
<PAGE>


          (c) On the Business Day preceding each Payment Date, provided that the
     Master Trustee Servicer  Certificate has been timely  received,  the Master
     Trustee shall make the following  distributions  out of funds  available in
     the Master Trust Account in the following priority:

                First:        to the  Master  Trustee,  all  accrued  and unpaid
                              amounts   payable  to  the  Master  Trustee  under
                              Section 4.03 hereof and not paid by SST;

                Second:       until  the  Applicable   Modification   Date  with
                              respect to any Affected  Servicing  Agreement,  to
                              the  Trustee,  the BNY  Indenture  Trustee and the
                              BONY  Indenture  Trustee,  all  accrued and unpaid
                              amounts payable to the Trustee,  the BNY Indenture
                              Trustee  and  the  BONY  Indenture  Trustee  under
                              Section 15.07 of the Affected Servicing Agreement,
                              pro rata;

                Third:        until  the  Applicable   Modification   Date  with
                              respect to any Affected  Servicing  Agreement,  to
                              MBIA (for the account of SST for services prior to
                              the  Servicing  Transfer  Date in its  capacity as
                              Back-up   Servicer),   all   accrued   and  unpaid
                              Transition  Costs,  if  any,  in  connection  with
                              Affected Servicing Agreement;

                Fourth:       to the Master Trust Paying Agent,  all accrued and
                              unpaid indemnity  amounts owed to the Master Trust
                              Paying  Agent  pursuant to Section 6.03 hereof and
                              not paid by SST;

                Fifth:        until  the  Applicable   Modification   Date  with
                              respect to any Affected  Servicing  Agreement,  to
                              the  Successor  Servicer,  the amount by which the
                              aggregate  accrued and unpaid  Successor  Servicer
                              Monthly  Compensation Amount for all such Affected
                              Servicing  Agreements exceeds the aggregate of the
                              Monthly   Servicing   Fees  (as   defined  in  the
                              applicable  Affected Servicing  Agreement) paid to
                              the   Successor   Servicer   under  such  Affected
                              Servicing Agreements;

                Sixth:        until  the  Applicable   Modification   Date  with
                              respect to any Affected  Servicing  Agreement,  to
                              the Successor Servicer, the amount of expenses the
                              Successor   Servicer  incurs  in  connection  with
                              extraordinary   re-titling  of  Financed  Vehicles
                              filing a  financing  statement  in  respect  of an
                              Obligor or legal fees and court costs  incurred in
                              pursuing  collection of  Receivables in bankruptcy
                              for  which  Successor   Servicer  is  entitled  to
                              reimbursement   in  accordance  with  the  Interim
                              Agreement  in respect of such  Affected  Servicing
                              Agreement;

                Seventh:      until  the  Applicable   Modification   Date  with
                              respect to any Affected  Servicing  Agreement,  to
                              the  Successor  Servicer,  all  accrued and unpaid
                              indemnity  amounts owed to the Successor  Servicer
                              by  UAC  under  the  Interim  Agreement  or  under
                              Section  11 of the  Servicing  Transfer  Agreement
                              (after  giving  effect  to  any  payment  of  such
                              indemnity   amounts  under  Section  9.04  of  the
                              Indentures), and (without duplication) to UAC, the
                              amount of any such  indemnity  payment  previously
                              paid by UAC to or for  the  account  of  Successor
                              Servicer;

                                       11
<PAGE>

                Eighth:       if the Master Trustee has received  written notice
                              from the Servicer,  MBIA, the Owner  Trustee,  the
                              Trustee or any  Indenture  Trustee that the sum of
                              Available  Funds and the  Available  Spread Amount
                              under any  Transaction is  insufficient  to pay in
                              full the amounts required to be distributed  under
                              the Applicable Servicing Agreement or Indenture on
                              such Payment Date (provided that the Trustee,  the
                              Indenture  Trustees  and the Owner  Trustee  shall
                              have  no  duty  to  provide  such  notice  and  no
                              responsibility  for  tracking  the amounts in such
                              accounts)    and   the    amount   of   any   such
                              insufficiency,   then  the  Master  Trustee  shall
                              deposit  to  the  Spread  Account  for  each  such
                              Transaction   (each  such   Spread   Account,   an
                              "Underfunded Spread Account"), in the order of the
                              Transaction   Priority  the  amount  of  any  such
                              insufficiency;

                Ninth:        to MBIA,  all accrued and unpaid fees and expenses
                              owed to MBIA pursuant to the Transaction Documents
                              (subject to an accounting in reasonable detail).

          To the extent that the  aggregate  amount  required to be  distributed
     pursuant to Priorities  First through Ninth above exceeds the funds then on
     deposit in the Master  Trust  Account and there are funds on deposit in any
     Spread  Accounts that are not needed to make  distributions  required under
     the applicable Servicing Agreement or Indenture for the related Transaction
     on such  Payment  Date (each such Spread  Account,  an  "Overfunded  Spread
     Account"),  the Master  Trustee,  at the written  direction of MBIA,  shall
     direct the BNY Indenture  Trustee and/or the BONY Indenture  Trustee and/or
     Trustee,  as  applicable,  in writing,  to the extent  permitted  under the
     related Indenture or Servicing  Agreement,  in the order of the Transaction
     Priority, to withdraw, acting through the related Transaction Paying Agent,
     such  excess  funds  from the  applicable  Overfunded  Spread  Accounts  as
     directed by MBIA in writing and transfer  such excess funds into the Master
     Trust Account for  distribution  by the Master  Trustee or the Master Trust
     Paying Agent,  as the case may be, in accordance  with the  priorities  set
     forth above.

          (d)  Provided  that the Master  Trust  Servicer  Certificate  has been
     timely  received,  on the Business Day preceding  each Payment Date,  after
     giving  effect to all  distributions  under  Section  2.05(c),  the  Master
     Trustee shall determine the amount of any required distributions to be made
     from the Master Trust  Account  under Section 2.06 below and, to the extent
     of any remaining  excess funds in any Overfunded  Spread Accounts which are
     permitted  to  be  withdrawn  under  the  related  Indenture  or  Servicing
     Agreement, shall direct the BNY Indenture Trustee and/or the BONY Indenture
     Trustee and/or Trustee, as applicable,  in writing, to the extent permitted
     under the related  Indenture or Servicing  Agreement,  to withdraw,  acting
     through  the  related   Transaction  Paying  Agent,  such  funds  from  the
     applicable  Overfunded  Spread  Accounts  in the  order of the  Transaction
     Priority and transfer  such excess funds into the Master Trust  Account for
     immediate distribution in accordance with Section 2.06.

                                       12
<PAGE>

          (e) After giving  effect to any  withdrawals  made pursuant to Section
     2.05 (b) and (c) above,  on each Payment Date after the Servicing  Transfer
     Date, the Trustee and the Indenture Trustees shall withdraw, acting through
     the related  Transaction  Paying  Agent,  all Excess Cash  available  to be
     distributed  from the Spread Accounts for each  Transaction on such Payment
     Date and transfer such funds in the Master Trust Account.

     Section  2.06.  Release of Funds on Deposit  in the Master  Trust  Account.
Until the Plan  Confirmation  Date,  no  releases  shall be made from the Master
Trust Account except as expressly  contemplated  under Sections 2.05(b) and (c).
Thereafter, the Master Trustee shall distribute amounts on deposit in the Master
Trust Account as follows:

          (a) Provided that the Master  Trustee  shall have timely  received the
     Master Trust Servicer Certificate,  on the first Payment Date following the
     Plan Consummation  Date, after giving effect to all  distributions  made on
     such Payment Date under Section 2.05 and under each Transaction, the Master
     Trustee shall distribute the following amounts:

          (i)  to UAC,  all accrued and unpaid  Servicer  Advances to the extent
               not  paid in full  pursuant  to the  funds  available  under  the
               Servicing Agreements and/or Indentures  (approximately $5,400,000
               as of the Servicing Transfer Date); and

          (ii) to the Residual Certificateholders, an amount equal to the lesser
     of (a)  Available  Excess  Cash and (b) an amount  that would not cause the
     Total Cash Collateral to be less than 5.0% of the then Outstanding  Balance
     on the Plan Confirmation Date;  provided that if the Plan Confirmation Date
     occurs in any month later than August,  2003,  the  foregoing  distribution
     shall   nevertheless   be  calculated  and  made  at  and  after  the  Plan
     Consummation Date as if the Plan Confirmation Date had occurred immediately
     prior to the September 2003 Payment Date.

          (b) Provided that the Master  Trustee  shall have timely  received the
     Master Trust Servicer Certificate,  commencing with the second Payment Date
     after the Plan Consummation  Date, after giving effect to all distributions
     made on such  Payment Date under  Section 2.05 and under each  Transaction,
     the Master Trustee shall make the following  distributions in the following
     order of priority:

        First:      (x) to the Residual  Certificateholders,  an amount equal to
                    the lesser of (i) the remaining  amount of Available  Excess
                    Cash, if any, not previously distributed pursuant to Section
                    2.06(a)(ii)  above or this Priority First and (ii) an amount
                    equal to 50% of the amount,  if any, by which the Total Cash
                    Collateral (before taking into effect any distribution under
                    this Priority First) exceeds the Adjusted Minimum Collateral
                    Percentage times the aggregate  Outstanding  Balance on such
                    Payment  Date and (y) the  remainder to remain on deposit in
                    the Master Trust Account  and/or the Spread  Accounts  until
                    the Total Cash Collateral equals the Base Reserve Amount;

                                       13
<PAGE>

        Second:     after the Total  Cash  Collateral  equals  the Base  Reserve
                    Amount, (x) to the Residual  Certificateholders,  so long as
                    no First Level  Trigger Event has occurred and is continuing
                    and to the extent that release of such funds would not cause
                    the Total Cash  Collateral  to be less than the Base Reserve
                    Amount,  an amount  equal to 50% of Excess Cash Flow on such
                    Payment Date and (y), the  remainder to remain on deposit in
                    the Master  Trust  Account  until the Total Cash  Collateral
                    equals the Full  Reserve  Amount;  provided  that if a First
                    Level Trigger Event has occurred and is continuing,  100% of
                    Excess Cash Flow shall remain on deposit in the Master Trust
                    Account  and/or  the  Spread  Accounts  until the Total Cash
                    Collateral equals the Adjusted Full Reserve Amount;

        Third:      to the Residual Certificateholders,  (i) so long as no First
                    Level  Trigger  Event has  occurred and is  continuing,  the
                    amount, if any, by which the Total Cash Collateral equals or
                    exceeds  the Full  Reserve  Amount or (ii) if a First  Level
                    Trigger Event has occurred and is continuing, the amount, if
                    any,  by which the Total Cash  Collateral  equals or exceeds
                    the Adjusted Full Reserve Amount.

          All amounts distributed to the Residual  Certificateholders under this
     Section 2.06 shall be distributed  to or at the written  direction of UACSC
     (or its designee) on behalf of the Residual Certificateholders.

     Section 2.07.  Termination of Master Trust Account.  Ninety-one  days after
the payment in full to the Investor  Certificateholders  and the  Noteholders of
all  amounts  payable  with  respect  to the  Notes and  Investor  Certificates,
respectively,  and the payment in full of all amounts payable to MBIA under this
Agreement  and the  Insurance  Agreements,  and the payment in full of all other
amounts owed to the Secured  Parties under the applicable  Servicing  Agreements
and/or  Indentures,  MBIA shall direct that any amounts  remaining in the Master
Trust  Account  shall be  released  to  Residual  Certificateholders;  provided,
however, that, if any Insolvency Event occurs with respect to any of the Trusts,
the Issuers,  UACSC or PSC (collectively,  the "Potential  Preference  Parties")
during the ninety-one day period described above, then all funds shall remain on
deposit  in the  Master  Trust  Account  until  the  date  that  all  applicable
limitation periods with respect to all applicable preferential transfer or other
payment avoidance  statutes relating to any of the Potential  Preference Parties
have expired and if no  proceeding  at law or in equity is commenced  during any
such period based upon any such statute,  all such amounts  remaining on deposit
in the Master Trust  Account shall be released at the end of all such periods to
the Residual  Certificateholders;  provided,  further, however, that if any such
proceeding is commenced during any applicable  limitation  period,  all funds on
deposit in the Master Trust  Account  shall remain on deposit  therein until the
date  on  which  there  is  a  final  determination  by  a  court  of  competent
jurisdiction  as to whether any payment or payments  made pursuant to any of the
Transaction  Documents  relating  to  the  Transactions  or  this  Agreement  is
recoverable  from MBIA,  the  Noteholders or the  Certificateholders.  If such a
court  determines that a payment is so recoverable,  all funds on deposit in the
Master Trust  Account  shall  remain on deposit in the Master Trust  Account and
shall be applied  to the  payment  of any and all such  claims  that MBIA may be
required  to  pay.  If  such  a  court  determines  that  such  payment  is  not
recoverable,  all funds on deposit in the Master Trust Account shall be released
to the Residual Certificateholders.


                                       14
<PAGE>

                                  ARTICLE III

          MASTER TRUST TRIGGER EVENTS; TRANSACTION TRIGGER EVENTS AND
                         TRANSACTION EVENTS OF DEFAULT

     Section 3.01.  First Level Trigger  Events.  The First Level Trigger Events
(the "First Level Trigger Events" shall be the following:

          (a) First Level Net Loss Ratio Trigger Event: the actual  twelve-month
     rolling  average of the monthly  annualized net loss ratio in aggregate for
     all  Transactions  at the end of any calendar  month shall exceed the First
     Level Net Loss Ratio Trigger for such month; and

          (b) First Level Cumulative Net Loss Trigger Event: the actual historic
     cumulative  net losses in aggregate for all  Transactions  commencing  from
     April,  2002  through the end of a calendar  month  shall  exceed the First
     Level Cumulative Net Loss Trigger for such month.

     Section 3.02. Second Level Trigger Events.  The Second Level Trigger Events
(the "Second Level Trigger Events" shall be the following:

          (a) Second Level Net Loss Ratio Trigger Event: the actual twelve-month
     rolling  average of the monthly  annualized net loss ratio in aggregate for
     all  Transactions  at the end of any calendar month shall exceed the Second
     Level Net Loss Ratio Trigger for such month; and

          (b)  Second  Level  Cumulative  Net Loss  Trigger  Event:  the  actual
     historic cumulative net losses in aggregate for all Transactions commencing
     from  April,  2002  through the end of a calendar  month  shall  exceed the
     Second Level Cumulative Net Loss Trigger for such month.

     Section 3.03.  Duration of Master Trust Trigger  Events.  Each of the First
Level Trigger  Events and the Second Level Trigger  Events shall be deemed to be
continuing  until the related  Master Trust  Trigger  Event has been restored to
compliance for three  consecutive  months;  provided  that,  with respect to the
First Level Trigger Events, if a breach of a First Level Trigger occurs in 2003,
such breach  shall be deemed to be  continuing  until the first  Payment Date on
which such First Level Trigger has been restored to compliance.

     Section  3.04.  Notification  of Master Trust Trigger  Events,  Transaction
Trigger Events and Transaction Events of Default.  MBIA shall provide the Master
Trustee and all other parties  hereto  written  notice of the  occurrence of any
Master Trust Trigger Event,  Transaction  Trigger Event or Transaction  Event of
Default.  In  addition,  MBIA shall  provide  the Master  Trustee  and all other
parties  hereto  written  notice of the  conclusion of such Master Trust Trigger
Event,  Transaction  Trigger Event or Transaction  Event of Default at such time
the event is no longer deemed to be  continuing in accordance  with Section 3.03
above (with respect to any Master Trust Trigger Event) or in accordance with the
Insurance  Agreements  and the  Indentures  for the  related  Transaction  (with
respect to any Transaction Trigger Event or Transaction Event of Default).


                                       15
<PAGE>

                                   ARTICLE IV
                               THE MASTER TRUSTEE

     Section 4.01 Duties of Master Trustee.

          (a) The Master  Trustee shall exercise the rights and powers vested in
     it by this  Agreement  and with the same  degree  of care and  skill in its
     exercise as a prudent person would exercise or use under the  circumstances
     in the conduct of such person's own affairs.

          (b) The Master  Trustee may not be relieved from liability for its own
     negligent  action,  its own  negligent  failure  to act or its own  willful
     misconduct, except that:

               (i) the  Master  Trustee  shall  not be  liable  for any error of
          judgment  made in good  faith by a  Responsible  Officer  unless it is
          proved  that the Master  Trustee was  negligent  in  ascertaining  the
          pertinent facts;

               (ii) the Master  Trustee  shall not be liable with respect to any
          action it takes or omits to take in good  faith in  accordance  with a
          direction received by it pursuant to Section 2.05(c),  Section 2.05(e)
          or Section 2.07; and

               (iii)  this  paragraph  does not  limit the  effect  of  Sections
          4.01(c), (f), (g), (h), (i) or 4.02.

          (c) No provision of this Agreement shall require the Master Trustee to
     expend or risk its own funds or otherwise incur financial  liability in the
     performance of any of its duties hereunder or in the exercise of any of its
     rights or powers,  if it shall  have  reasonable  grounds  to believe  that
     repayments  of such  funds  or  adequate  indemnity  against  such  risk or
     liability is not reasonably assured to it.

          (d) Every provision of this Master Trust Account Agreement relating to
     the conduct or affecting  the  liability of or affording  protection to the
     Master  Trustee  shall be subject to the  provisions  of this  Section  and
     Section 4.02

          (e) The Master Trustee  shall,  and hereby agrees that it will perform
     all of the  obligations  and duties  required of it under this Master Trust
     Account Agreement.

          (f) The  Master  Trustee  shall have no duties  other than  performing
     those  ministerial acts set forth in this Master Trust Account Agreement to
     accomplish  the purposes set forth in this Master Trust  Account  Agreement
     and no covenants or obligations shall be implied in this Agreement that are
     not specifically set forth herein.

          (g) The Master Trustee shall not be liable in its individual  capacity
     with respect to any action taken,  suffered or omitted to be taken by it in
     good faith in accordance with this Master Trust Account Agreement or at the
     direction of MBIA,



                                       16
<PAGE>

     relating to the time, method and place of conducting any Proceeding for any
     remedy  available  to the Master  Trustee,  or  exercising  or  omitting to
     exercise any trust or power conferred upon the Master  Trustee,  under this
     Master Trust Account Agreement.

          (h)  Subject to the other  provisions  of this  Master  Trust  Account
     Agreement,  the  Master  Trustee  shall  have  no  duty  (i)  to see to any
     recording,  filing, or depositing of this Master Trust Account Agreement or
     any  agreement  referred  to  herein  or any  UCC  financing  statement  or
     continuation  statement  evidencing a security  interest,  or to see to the
     maintenance  of any  such  recording  or  filing  or  depositing  or to any
     rerecording,  refiling or  redepositing of any thereof or any other matters
     with respect to the perfection, maintenance or continuation of any security
     interest,  (ii) to see to any  insurance,  (iii) to see to the  payment  or
     discharge of any tax, assessment,  or other governmental charge or any lien
     or  encumbrance  of any kind  owing with  respect  to,  assessed  or levied
     against,  any part of the Excess Cash or other  monies on deposit  with the
     Master  Trustee or the Master  Trust  Paying  Agent,  or (iv) to confirm or
     verify the  contents of any  reports,  certificates  or other  materials or
     information  delivered to the Master Trustee  pursuant to this Master Trust
     Account Agreement  believed by the Master Trustee to be genuine and to have
     been signed or presented by the proper party or parties.

          (i)  Anything in this Master Trust  Account  Agreement to the contrary
     notwithstanding,  in no event  shall  the  Master  Trustee  be  liable  for
     special,  indirect or  consequential  loss or damage of any kind whatsoever
     (including but not limited to lost profits), even if the Master Trustee has
     been advised of the  likelihood  of such loss or damage,  regardless of the
     form of action.

          (j) The Master  Trustee shall have no liability on account of any loss
     of principal in connection  with any investment of funds held in the Master
     Trust Account that are invested in Eligible Investments.

     Section 4.02. Rights of Master Trustee.

          (a) Except as otherwise  provided in the second  succeeding  sentence,
     the Master Trustee may  conclusively  rely and shall be protected in acting
     upon or refraining from acting upon any resolution, certificate, statement,
     instrument,   opinion,  report,  notice,  request,  consent,  order,  note,
     direction, demand, election or other paper or document believed by it to be
     genuine  and to have been signed or  presented  by the proper  person.  The
     Master  Trustee  need not  investigate  any fact or  matter  stated  in the
     document.  Notwithstanding the foregoing,  the Master Trustee, upon receipt
     of all resolutions, certificates, statements, opinions, reports, documents,
     orders or other  instruments  furnished to the Master Trustee that shall be
     specifically  required to be  furnished  pursuant to any  provision of this
     Master Trust Account  Agreement,  shall  examine them to determine  whether
     they comply as to form to the  requirements  of this Master  Trust  Account
     Agreement,  but shall not be required to  investigate  or verify any of the
     contents thereof.

          (b) Before the Master  Trustee acts or refrains  from  acting,  it may
     require an Officer's  Certificate  (with respect to factual  matters) or an
     Opinion of Counsel,  as applicable.  The Master Trustee shall not be liable
     for any action it takes or omits to take in good faith in  reliance  on the
     Officer's Certificate or Opinion of Counsel.

                                       17
<PAGE>

          (c) The  Master  Trustee  may  execute  any of the  trusts  or  powers
     hereunder or perform any duties  hereunder either directly or by or through
     agents or attorneys or a custodian or nominee and the Master  Trustee shall
     not be responsible for any misconduct or negligence on the part of any such
     agent, attorney,  custodian or nominee appointed by the Master Trustee with
     due care.

          (d) The Master  Trustee shall not be liable for any action it takes or
     omits to take in good faith which it believes  to be  authorized  or within
     its rights or powers; provided,  however, that the Master Trustee's conduct
     does not constitute willful misconduct, negligence or bad faith.

          (e) The Master  Trustee may consult  with  counsel,  and the advice or
     opinion of counsel  with respect to legal  matters  relating to this Master
     Trust  Account  Agreement  shall be full  and  complete  authorization  and
     protection  from  liability  in  respect to any  action  taken,  omitted or
     suffered by it hereunder in good faith and in accordance with the advice or
     opinion of such counsel.

          (f) The Master Trustee shall be under no obligation to exercise any of
     the trusts or powers vested in it by this Master Trust Account Agreement or
     to  institute,  conduct or defend any  litigation  hereunder or in relation
     hereto at the  request,  order or  direction  of any of the parties to this
     Master Trust Account  Agreement,  pursuant to the provisions of this Master
     Trust Account Agreement, unless the requesting, ordering or directing party
     shall have offered to the Master Trustee  security or indemnity  reasonably
     satisfactory to it against the costs, expenses and liabilities which may be
     incurred therein or thereby.

          (g) The Master  Trustee  shall not be bound to make any  investigation
     into the facts or matters stated in any resolution, certificate, statement,
     instrument,  opinion,  report, notice,  request,  consent, order, approval,
     bond or other paper or  document,  unless  requested in writing to do so by
     MBIA;  provided,  however,  that if the payment within a reasonable time to
     the Master  Trustee  of the costs,  expenses  or  liabilities  likely to be
     incurred  by it in the making of such  investigation  is, in the opinion of
     the Master  Trustee,  not  reasonably  assured to the Master Trustee by the
     security  afforded  to it  by  the  terms  of  this  Master  Trust  Account
     Agreement, the Master Trustee may require indemnity reasonably satisfactory
     to it against such cost,  expense or liability as a condition to taking any
     such action.

          (h) The right of the Master Trustee to perform any  discretionary  act
     enumerated in this Master Trust Account Agreement shall not be construed as
     a duty,  and the Master  Trustee shall not be answerable for other than its
     willful misconduct, negligence or bad faith in the performance of such act.

          (i) The Master Trustee makes no  representation  as to the validity or
     adequacy of any of the Transaction  Documents or any documents delivered in
     connection   therewith,   including,   without  limitation,   the  Investor
     Certificates  and the Notes,  and is not  accountable to any person for the
     use or  application  by any party to this  Agreement  or the  Master  Trust
     Paying Agent of any funds received or disbursed hereunder, and it shall not
     be responsible for any statement in any of the Transaction Documents or any
     documents


                                       18
<PAGE>

     executed  in  connection  therewith  (other  than its  representations  and
     warranties set forth in this Agreement).

     Section 4.03. Compensation and Indemnity.

          (a) The  Master  Trustee  from  time  to time  shall  be  entitled  to
     reasonable  compensation  for its  services,  as agreed  among  the  Master
     Trustee, SST, UACSC and MBIA in writing. The Master Trustee's  compensation
     shall not be limited by any law on  compensation of a trustee of an express
     trust.  The Master  Trustee  shall be  entitled  to be  reimbursed  for all
     reasonable  out-of-pocket  expenses incurred or made by it, including costs
     of  collection,  in addition to the  compensation  for its  services.  Such
     expenses  shall  include  the  reasonable  compensation  and  expenses  and
     disbursements  and  advances  of  the  Master  Trustee's  agents,  counsel,
     accountants  and experts.  The Master Trustee and its officers,  directors,
     attorneys-in-fact and agents shall be indemnified and held harmless against
     any and all loss,  liability  or  expense  (including  attorneys'  fees and
     expenses)  arising  out  of  or  incurred  by  it in  connection  with  the
     administration  of this trust and the performance of its duties  hereunder,
     including,  without  limitation,  the  reasonable  costs  and  expenses  of
     enforcing  this  Agreement  and of defending  themselves  against any claim
     (whether  asserted  by any party  hereto or any other  person or entity) or
     liability in connection  with the exercise or  performance  of any of their
     rights,  powers or duties  hereunder.  The Master Trustee shall notify SST,
     MBIA and UACSC  promptly  of any  claim  for  which it may seek  indemnity.
     Failure by the Master  Trustee to so provide  such notice  shall not impair
     its rights to indemnity hereunder,  except to the extent material prejudice
     results  from such  failure.  The Master  Trustee  shall not be entitled to
     reimbursement  of any expense or indemnity  against any loss,  liability or
     expense  incurred by the Master  Trustee  through the Master  Trustee's own
     willful   misconduct,   negligence   or  bad   faith.   All   compensation,
     reimbursement and indemnity amounts to which the Master Trustee is entitled
     hereunder  shall be paid by SST and, to the extent unpaid,  from the Master
     Trust Account in accordance with Section 2.05(c).

          (b) To secure the payment  obligations  under this Section  4.03,  the
     Master  Trustee  shall have a lien on all assets or money held or collected
     by the Master  Trustee or the Master Trust Paying Agent in the Master Trust
     Account or any similar account  maintained by the Master Trust Paying Agent
     with the rights of priority set forth in Section  2.05(c).  When the Master
     Trustee incurs expenses or renders  services after the  commencement of any
     bankruptcy,  insolvency or similar proceeding occurs, such expenses and the
     compensation  for such  services  are  intended to  constitute  expenses of
     administration under any bankruptcy, insolvency or similar law.

          (c) The rights of the Master  Trustee  pursuant to this Section  shall
     survive  the  resignation  or removal  of the  Master  Trustee or any other
     termination of this Agreement including without limitation, any termination
     or rejection of this  Agreement in any  bankruptcy  or other  insolvency or
     similar proceeding.

     Section 4.04. Replacement of Master Trustee.

          (a) The Master  Trustee may resign at any time by so notifying  UACSC,
     PSC, the Indenture Trustees, the Trustee and MBIA. UACSC and PSC, may, with
     the  written


                                       19
<PAGE>

     consent  of MBIA,  and at the  written  request of MBIA  shall,  remove the
     Master Trustee for any reason or for no reason.

          (b) If the Master Trustee resigns or is removed or if a vacancy exists
     in the office of Master  Trustee for any reason (the Master Trustee in such
     event being referred to herein as the retiring Master Trustee), UACSC shall
     promptly appoint a successor Master Trustee acceptable to MBIA.

          (c) A successor  Master Trustee shall deliver a written  acceptance of
     its appointment to the retiring Master Trustee and to the Issuer. Thereupon
     the  resignation  or removal of the retiring  Master  Trustee  shall become
     effective,  and the  successor  Master  Trustee  shall have all the rights,
     powers and duties of the Master Trustee under this Agreement.  The retiring
     Master  Trustee shall  promptly  transfer all property held by it as Master
     Trustee to the successor Master Trustee.

          (d) If a successor  Master  Trustee shall not have taken office within
     30 days  after the  retiring  Master  Trustee  resigns or is  removed,  the
     retiring  Master  Trustee,  UACSC,  PSC or MBIA,  at the  expense of UACSC,
     petition  any court of  competent  jurisdiction  for the  appointment  of a
     successor Master Trustee.

          (e) Any  resignation or removal of the Master Trustee and  appointment
     of a successor  Master  Trustee  pursuant to the provisions of this Section
     shall not become effective until acceptance of appointment by the successor
     Master  Trustee  pursuant  to this  Section  and  payment  of all  fees and
     expenses  owed  to  the  retiring  Master  Trustee.   Notwithstanding   the
     replacement  of the Master Trustee  pursuant to this Section,  the retiring
     Master  Trustee  shall be  entitled  to  payment or  reimbursement  of such
     amounts as such Person is entitled pursuant to Section 4.03.

     Section 4.05.  Successor  Master  Trustee by Merger.  If the Master Trustee
consolidates  with,  merges or converts into, or transfers all or  substantially
all of its corporate trust business or assets to, another corporation or banking
association,  the  resulting,  surviving or transferee  corporation  without any
further  act  shall  be  the  successor  Master  Trustee;  provided,  that  such
corporation  or banking  association  shall be otherwise  qualified and eligible
under Section 4.06. The Master Trustee shall provide UACSC,  PSC and MBIA prompt
notice after the closing of any such transaction.

     Section 4.06. Eligibility.  The Master Trustee hereunder shall at all times
be a financial  institution  organized and doing  business under the laws of the
United  States of America or any state,  authorized  under such laws to exercise
corporate trust powers, whose long term unsecured debt is rated at least Baa3 by
Moody's and shall have a combined capital and surplus of at least $50,000,000 or
shall be a member of a bank holding  system the aggregate  combined  capital and
surplus of which is  $50,000,000  and subject to  supervision  or examination by
federal or state  authority.  If such Person  publishes  reports of condition at
least  annually,  pursuant to law or to the  requirements  of a  supervising  or
examining  authority,  then for the purposes of this Section 4.06,  the combined
capital and surplus of such Person  shall be deemed to be its  combined  capital
and surplus as set forth in its most recent report of condition so published. In
case at any time the Master  Trustee  shall cease to be  eligible in  accordance
with the  provisions  of this  Section  4.06,  the Master  Trustee  shall resign
immediately in the manner and with the effect specified in Section 4.04.


                                       20
<PAGE>

                                   ARTICLE V
                         REPRESENTATIONS AND WARRANTIES

     Each of the parties hereto hereby makes the following  representations  and
warranties  on which the other  parties  hereto shall rely:

          (a) it is a corporation  duly organized,  validly existing and in good
     standing under the laws of its place of incorporation;

          (b) it 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; and

          (c) this  Agreement  has been duly  executed  and  delivered by it and
     constitutes  the legal,  valid,  and binding  agreement of it,  enforceable
     against it in accordance with its terms,  except as such enforceability may
     be  limited by (i)  bankruptcy,  insolvency,  liquidation,  reorganization,
     moratorium,  conservatorship,  receivership  or other  similar  laws now or
     hereinafter in effect relating to the  enforcement of creditors'  rights in
     general,  as such  laws  apply in the  event of a  bankruptcy,  insolvency,
     liquidation, reorganization,  moratorium, conservatorship,  receivership or
     similar  occurrence  affecting  it, and (ii) general  principles  of equity
     (regardless of whether such enforceability is considered in a proceeding in
     equity or at law) as well as  concepts  of  reasonableness,  good faith and
     fair dealing.


                                   ARTICLE IV
                           MASTER TRUST PAYING AGENT

     Section 6.01.  Appointment of Master Trust Paying Agent.  UACSC,  PSC, SST,
MBIA, the Owner Trustee,  the Indenture  Trustees and the Trustee hereby appoint
JPMorgan Chase Bank as the Master Trust Paying Agent under this Agreement to act
in  accordance  with the terms of this  Agreement.  JPMorgan  Chase Bank  hereby
accepts and  acknowledges  its  appointment as the Master Trust Paying Agent. To
the extent  that the Master  Trust  Paying  Agent acts as a  Transaction  Paying
Agent, the Master Trust Paying Agent shall be entitled to the privileges of this
Article VI in performing such function.

     Section  6.02.  Covenants of Master Trust  Paying  Agent.  The Master Trust
Paying Agent hereby agrees that it shall:

          (a) hold all sums  held by it for the  payment  of  amounts  due under
     Sections  2.05 and 2.06 in trust for the  benefit of the  Persons  entitled
     thereto  until such sums shall be paid to such  Persons by the Master Trust
     Paying Agent or otherwise disposed of as herein provided;

          (b) immediately  resign as Master Trust Paying Agent and forthwith pay
     to the  Master  Trustee  all sums  held by it in trust for the  payment  of
     amounts  due under  Section  2.05 and 2.06 if at any time it ceases to meet
     the standards required to be met by a Master Trust Paying Agent at the time
     of its appointment; and

                                       21
<PAGE>

          (c)  comply  with all  requirements  of the Code with  respect  to the
     withholding  from  any  payments  made by it  hereunder  of any  applicable
     withholding  taxes  imposed  thereon  and with  respect  to any  applicable
     reporting requirements in connection therewith.

     Section  6.03.  Indemnity.  The Master Trust Paying Agent and its officers,
directors,  attorneys-in-fact  and agents shall be indemnified and held harmless
against any and all loss,  liability or expense  (including  attorneys' fees and
expenses) arising out of or incurred by it in connection with the performance of
its duties hereunder,  including,  without limitation,  the reasonable costs and
expenses of  defending  themselves  against any claim  (whether  asserted by any
party hereto or any other person or entity) or liability in connection  with the
exercise or performance of any of their rights, powers or duties hereunder.  The
Master Trust Paying Agent shall notify SST, MBIA and UACSC promptly of any claim
for which it may seek indemnity.  Failure by the Master Trust Paying Agent to so
provide such notice shall not impair its rights to indemnity  hereunder,  except
to the extent  material  prejudice  results from such failure.  The Master Trust
Paying Agent shall not be entitled to  reimbursement of any expense or indemnity
against any loss, liability or expense incurred by the Master Trust Paying Agent
through the Master Trust Paying  Agent's own willful  misconduct,  negligence or
bad faith.  All  indemnity  amounts to which the Master  Trust  Paying  Agent is
entitled  hereunder  shall be paid by SST and,  to the extent  unpaid,  from the
Master Trust Account in accordance with Section 2.05(c).

     Section 6.04.  Removal of Master Trust Paying Agent.  UACSC may at any time
with the consent of MBIA,  by  Officer's  Certificate,  direct the Master  Trust
Paying  Agent to pay to the Master  Trustee all sums held in trust by the Master
Trust  Paying  Agent,  such sums to be held by the Master  Trustee upon the same
trusts as those upon which the sums were held by the Master Trust Paying  Agent;
and upon such payment by the Master  Trust  Paying Agent to the Master  Trustee,
the Master Trust Paying Agent shall be released from all further  liability with
respect to such sums.

     Section 6.05.  Successor  Master Trust Paying  Agents.  Upon the removal or
resignation  of the Master Trust Paying  Agent,  UACSC shall appoint a successor
Master  Trust  Paying  Agent with the  approval  of MBIA.  UACSC will cause each
Master Trust  Paying Agent other than the Master  Trustee to execute and deliver
to UACSC for the benefit of the Master  Trustee and MBIA an  instrument in which
such Master Trust  Paying Agent shall agree with the Master  Trustee (and if the
Master Trustee acts as the Master Trust Paying Agent, it hereby so agrees), that
it shall comply with the covenants set forth in Section 6.02.

                                       22
<PAGE>


                                  ARTICLE VII
                            MISCELLANEOUS PROVISIONS

     Section 7.01.  Amendments,  Etc. No amendment or waiver of any provision of
this Agreement,  nor consent to any departure  therefrom,  shall in any event be
effective  unless in  writing  and signed by all of the  parties  hereto and the
Creditor Representative  (provided that the consent of PSC shall not be required
following  the  termination  of the PSC 1998-1  Transaction);  provided that any
waiver so granted  shall  extend only to the  specific  event of  occurrence  so
waived and not to any other similar event or occurrence which occurs  subsequent
to the date of such  waiver.  No act or  course  of  dealing  shall be deemed to
constitute an amendment, modification or termination hereof.

     Section  7.02.  Creditor  Representative.  Any  consent,  approval or other
determination under this Agreement which contemplates participation by UAC (or a
subsidiary  thereof) shall apply with equal force to, and also shall require the
consent,   approval  and   determination,   as   applicable,   of  the  Creditor
Representative.  Any  requirement to provide  reports,  access to records and/or
notice to UAC (or a subsidiary thereof) shall also be imposed as to the Creditor
Representative.

     Section 7.03.  Indenture  Trustees and Trustee.  The Indenture Trustees and
the Trustee  shall be afforded  the same  rights,  protections,  immunities  and
indemnities  provided  each of them in each  respective  Indenture and Servicing
Agreement as if the same were specifically set forth herein.  The parties hereto
agree that the  Indenture  Trustees and the Trustee  shall in no event be liable
for the acts or omissions of the Master Trustee or the Master Paying Agent.

     Section  7.04.  No  Assignment.   This  Agreement  shall  be  a  continuing
obligation  of the  parties  hereto and shall be  binding  upon and inure to the
benefit of the parties  hereto and their  respective  successors  and  permitted
assigns.  None of the Master Trustee, the Trustee, or the Indenture Trustees may
assign its rights under this Agreement, or delegate any of its duties hereunder,
without the prior  written  consent of the MBIA.  UACSC or PSC may assign  their
rights hereunder in any manner and to any person that does not impair, in MBIA's
reasonable determination,  the status of UACSC, PSC or the proposed assignee, as
a bankruptcy  remote business  entity.  Any assignment made in violation of this
Agreement shall be null and void.

     Section 7.05.  Notices.  Except to the extent otherwise  expressly provided
herein,  all notices,  requests,  directions,  orders and demands to or upon the
respective  parties  hereto to be effective  shall be in writing (and if sent by
mail,   certified  or  registered,   return  receipt   requested)  or  facsimile
transmission and, unless otherwise expressly provided herein, shall be deemed to
have been duly given or made when  delivered by hand, or three (3) Business Days
after being deposited in the mail, postage prepaid, or, in the case of facsimile
transmission,  when sent,  addressed  as  follows  or to such  other  address or
facsimile  number as set forth in a written notice  delivered by a party to each
other party hereto:

                                       23
<PAGE>

                  If to UAC:

                  250 North Shadeland Avenue
                  Indianapolis, Indiana 46219
                  Attention:  President
                  Facsimile:  (317) 231-7926

                  If to UACSC:

                  UAC Securitization Corporation
                  9240 Bonita Beach Road, Suite 1109-A
                  Bonita Springs, Florida 34135
                  Facsimile:  (941) 948-1855

                  If to PSC:

                  Performance Securitization Corporation
                  9240 Bonita Beach Road, Suite 1109-B
                  Bonita Springs, Florida 34135
                  Facsimile:  (941) 948-1855

                  If to the BNY Indenture Trustee or the Trustee:

                  BNY Midwest Trust Company
                  2 North LaSalle Street, 10th Floor
                  Chicago, Illinois 60602
                  Attention:  Corporate Trust Administration
                  Facsimile:  (312) 827-8562

                  If to the BONY Indenture Trustee:

                  The Bank of New York
                  2 North LaSalle Street, 10th Floor
                  Chicago, Illinois 60602
                  Attention:  Corporate Trust Administration
                  Facsimile:  (312) 827-8562

                  If to SST, the Servicer or the Successor Servicer:
                  Systems & Services Technologies, Inc.
                  4315 Pickett Road
                  St. Joseph, Missouri 64503
                  Attention:  John J. Campbell and Joseph D. Booz
                  Facsimile:  (816) 671-2029


                                       24
<PAGE>

                  If to the Master Trust Paying Agent:

                  JPMorgan Chase Bank
                  Structured Finance Admin
                  4 New York Plaza, 6th Floor
                  Attention:  UAC - Master Trust Paying Agent
                  Facsimile:  (212) 623-5932

                  If to the Master Trustee:

                  Wilmington Trust Company
                  Rodney Square North
                  1100 North Market Street
                  Wilmington, Delaware 19890
                  Attention:  Corporate Trust Administration
                  Facsimile:  (302) 636-4140

                  If to MBIA:

                  MBIA Insurance Corporation
                  113 King Street
                  Armonk, New York 10504
                  Attention:  Cathleen Murray
                  Facsimile:  (914) 765-3131

     Copies of all notices,  reports or other  correspondence  sent to any party
hereto   pursuant  to  this  Agreement  shall  also  be  sent  to  the  Creditor
Representative  c/o Peter D. Schellie,  Esq.,  Bingham  McCutchen LLP, 1120 20th
Street,  NW, Suite 800,  Washington,  DC 20036,  or to such other address as the
Creditor  Representative  may designate from time to time in a written notice to
each of the parties hereto.

     Section 7.06. No Waiver; Remedies and Severability.  No failure on the part
of any party to exercise, and no delay in exercising,  any right hereunder shall
operate as a waiver  thereof;  nor shall any single or partial  exercise  of any
such right preclude any other or further exercise thereof or the exercise of any
other right.  The remedies  herein  provided are cumulative and not exclusive of
any remedies  provided by law. The parties further agree that the holding by any
court of competent  jurisdiction that any remedy pursued by a party hereunder is
unavailable  or  unenforceable  shall not affect in any way the  ability of such
party to pursue any other remedy  available to it. In the event any provision of
this Agreement shall be held invalid or  unenforceable by any court of competent
jurisdiction, the parties hereto agree that such holding shall not invalidate or
render unenforceable any other provision hereof.

     Section 7.07.  Governing  Law. THIS AGREEMENT  SHALL BE CONSTRUED,  AND THE
OBLIGATIONS,  RIGHTS AND REMEDIES OF THE PARTIES  HEREUNDER SHALL BE DETERMINED,
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW


                                       25
<PAGE>

YORK  INCLUDING  SECTION  5-1401 OF THE GENERAL  OBLIGATIONS  LAW BUT  OTHERWISE
WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES.

     Sectio 7.08.  Counterparts.  This Agreement may be executed in counterparts
by the parties hereto, and each such counterpart shall be considered an original
and all such counterparts shall constitute one and the same instrument.

     Section 7.09. Paragraph Headings, Etc. The headings of paragraphs contained
in this  Agreement are provided for  convenience  only.  They form in no part of
this Agreement and shall not affect its construction or interpretation.

     Section  7.10.   Consent  to   Jurisdiction.   THE  PARTIES  HERETO  HEREBY
IRREVOCABLY  SUBMIT TO THE  JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR
THE SOUTHERN DISTRICT OF NEW YORK AND ANY COURT IN THE STATE OF NEW YORK LOCATED
IN THE CITY AND COUNTY OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN
ANY ACTION,  SUIT OR PROCEEDING  BROUGHT AGAINST IT AND TO OR IN CONNECTION WITH
ANY OF THE TRANSACTION DOCUMENTS OR THE TRANSACTIONS  CONTEMPLATED THEREUNDER OR
FOR  RECOGNITION OR  ENFORCEMENT OF ANY JUDGMENT,  AND THE PARTIES HERETO HEREBY
IRREVOCABLY  AND  UNCONDITIONALLY  AGREE  THAT ALL CLAIMS IN RESPECT OF ANY SUCH
ACTION OR PROCEEDING MAY BE HEARD OR DETERMINED IN SUCH NEW YORK STATE COURT OR,
TO THE EXTENT  PERMITTED BY LAW, IN SUCH FEDERAL COURT. THE PARTIES HERETO AGREE
THAT A FINAL JUDGMENT IN ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE CONCLUSIVE
AND MAY BE ENFORCED  IN OTHER  JURISDICTIONS  BY SUIT ON THE  JUDGMENT OR IN ANY
OTHER MANNER  PROVIDED BY LAW. TO THE EXTENT  PERMITTED BY  APPLICABLE  LAW, THE
PARTIES  HERETO  HEREBY  WAIVE AND AGREE  NOT TO ASSERT BY WAY OF  MOTION,  AS A
DEFENSE OR OTHERWISE IN ANY SUCH SUIT,  ACTION OR PROCEEDING,  ANY CLAIM THAT IT
IS NOT PERSONALLY  SUBJECT TO THE  JURISDICTION  OF SUCH COURTS,  THAT THE SUIT,
ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT  FORUM, THAT THE VENUE OF THE
SUIT, ACTION OR PROCEEDING IS IMPROPER OR THAT THE TRANSACTION  DOCUMENTS OR THE
SUBJECT MATTER THEREOF MAY NOT BE LITIGATED IN OR BY SUCH COURTS.

     Section 7.11.  Jury Trial Waiver.  EACH PARTY HERETO HEREBY WAIVES,  TO THE
FULLEST EXTENT  PERMITTED BY LAW, ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION  ARISING  DIRECTLY OR INDIRECTLY OUT OF, UNDER OR IN CONNECTION  WITH
ANY OF THE  TRANSACTION  DOCUMENTS  OR  ANY  OF  THE  TRANSACTIONS  CONTEMPLATED
THEREUNDER.  EACH PARTY HERETO (A) CERTIFIES  THAT NO  REPRESENTATIVE,  AGENT OR
ATTORNEY OF ANY PARTY HERETO HAS  REPRESENTED,  EXPRESSLY OR OTHERWISE,  THAT IT
WOULD NOT, IN THE EVENT OF LITIGATION,  SEEK TO ENFORCE THE FOREGOING WAIVER AND
(B)  ACKNOWLEDGES  THAT IT HAS  BEEN  INDUCED  TO  ENTER  INTO  THE  TRANSACTION
DOCUMENTS TO WHICH IT IS A PARTY BY, AMONG OTHER THINGS, THIS WAIVER.

     Section 7.12. Further Assurances.  UACSC or PSC, as the case may be, shall,
at all times on and after the date hereof, at its expense and in such manner and
form as the Master Trustee or


                                       26
<PAGE>

MBIA may  reasonably  require,  execute,  deliver,  file and  record  any  other
statement,  continuation  statement,  specific assignment or other instrument or
document  and  take  any  other  action  that  may be  necessary  or  reasonably
desirable, or that the Master Trustee or MBIA, or their respective successors or
permitted assigns or their respective agents or representatives,  may reasonably
request,  to create,  evidence,  preserve,  perfect  or  validate  the  security
interests  created  hereunder  or to enable the Master  Trustee to exercise  and
enforce its rights  hereunder for the benefit of the Secured  Parties or perform
its  obligations  hereunder.  Without  limiting the generality of the foregoing,
UACSC or PSC, as the case may be, shall,  upon the request of the Master Trustee
or MBIA,  execute and file such UCC  financing or  continuation  statements,  or
amendments  thereto  or  assignments  thereof,  and such  other  instruments  or
notices,  as may be  necessary  or  appropriate  to evidence  the liens  created
hereby.  UACSC  hereby  authorizes  MBIA to file  one or more UCC  financing  or
continuation  statements,   and  amendments  thereto  and  assignments  thereof,
relative to all or any of the collateral pledged hereunder, whether now existing
or hereafter arising, without the signature of UACSC or PSC, as the case may be.
If UACSC or PSC, as the case may be, fails to perform any of its  agreements  or
obligations  under this paragraph,  then MBIA may (but shall not be required to)
itself perform,  or cause performance of, such agreement or obligation,  and the
reasonable expenses of MBIA incurred in connection therewith shall be payable in
accordance with the provisions of Section 2.05.

     Section 7.13.  Entire  Agreement.  Subject to the terms of the  Transaction
Documents,  this Agreement sets forth the entire  agreement  between the parties
with respect to the subject  matter hereof,  and this  Agreement  supersedes and
replaces  any  agreement  or  understanding  that may have  existed  between the
parties prior to the date hereof in respect of any such subject matter.

     Section  7.14.  Nonpetition.  None of the  parties  hereto  shall  file any
involuntary  petition or otherwise  institute  any  bankruptcy,  reorganization,
arrangement,  insolvency or  liquidation  proceeding  under any federal or state
bankruptcy or similar law against PSC or UACSC.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                       27
<PAGE>

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement, all as
of the day and year first above mentioned.

                                      UNION ACCEPTANCE CORPORATION,
                                      individually and as Predecessor
                                      Servicer under each Servicing Agreement

                                      By:  /s/ Lee Ervin
                                         ---------------------------------------
                                          Name:   Lee Ervin
                                          Title:  President and CEO

                                      UAC SECURITIZATION CORPORATION,
                                      as Seller under each Grantor  Trust
                                      Servicing  Agreement and Owner Trust
                                      Servicing Agreement and Certificateholder

                                      By:  /s/ Leeanne W. Graziani
                                         ---------------------------------------
                                          Name:   Leeanne W. Graziani
                                          Title:  President

                                      PERFORMANCE SECURITIZATION CORPORATION,
                                      as  Seller  under  the  PSC
                                      Servicing Agreement and Certificateholder

                                      By:  /s/ Leeanne W. Graziani
                                         ---------------------------------------
                                          Name:   Leeanne W. Graziani
                                          Title:  President

                                      WILMINGTON TRUST COMPANY,
                                      as Master Trustee

                                      By:  /s/ James D. Neaci
                                         ---------------------------------------
                                          Name:   James D. Neaci
                                          Title:  Authorized Signer

                                      BNY MIDWEST TRUST COMPANY, not in its
                                      individual capacity but solely as
                                      Indenture Trustee under the various
                                      Indentures other than the 2000-B
                                      Indenture described above
                                      and as Trustee under the various
                                      Pooling and Servicing Agreements
                                      described above

                                      By:  /s/ Sally Tokich
                                         ---------------------------------------
                                          Name:   Sally Tokich
                                          Title:  Assistant Treasurer

                                       27
<PAGE>

                                      THE BANK OF NEW YORK, not in its
                                      individual capacity but solely as
                                      Indenture Trustee under the 2000-B
                                      Indenture described above

                                      By:  /s/ Cassandra D. Shedd
                                         ---------------------------------------
                                          Name:   Cassandra D. Shedd
                                          Title:  Assistant Vice President

                                      SYSTEMS & SERVICES TECHNOLOGIES,  INC.,
                                      as Servicer or Successor Servicer
                                      under the Servicing Agreements


                                      By:  /s/ John Chappell
                                         ---------------------------------------
                                          Name:   John Chappell
                                          Title:  President


                                      JPMORGAN CHASE BANK,
                                      as Master Trust Paying Agent

                                      By:  /s/ Craig M. Kantor
                                         ---------------------------------------
                                          Name:   Craig M. Kantor
                                          Title:  Vice President

                                      MBIA INSURANCE CORPORATION

                                      By:  /s/ Rosemary Kelley
                                         ---------------------------------------
                                          Name:   Rosemary Kelley
                                          Title:  Director

                                      CREDITOR REPRESENTATIVE

                                      By:  Official Committee of the Unsecured
                                           Creditors of Union  Acceptance
                                           Corporation

                                      By:  Bingham McCutchen LLP

                                      By:  /s/ Peter D. Schellie
                                         ---------------------------------------
                                           Name:  Peter D. Schellie






<PAGE>


                                   SCHEDULE A
                 First Level Cumulative Net Loss Trigger Amounts


              Apr-03                 149,301,495
              May-03                 157,003,878
              Jun-03                 164,520,053
              Jul-03                 171,843,294
              Aug-03                 178,968,576
              Sep-03                 184,690,719
              Oct-03                 190,241,638
              Nov-03                 195,619,860
              Dec-03                 200,825,245
              Jan-04                 205,858,245
              Feb-04                 210,719,419
              Mar-04                 215,409,966
              Apr-04                 219,932,785
              May-04                 224,290,075
              Jun-04                 228,484,225
              Jul-04                 232,518,352
              Aug-04                 236,396,299
              Sep-04                 240,121,951
              Oct-04                 243,698,934
              Nov-04                 247,131,410
              Dec-04                 250,422,787
              Jan-05                 253,565,918
              Feb-05                 256,567,172
              Mar-05                 259,424,100
              Apr-05                 262,147,933
              May-05                 264,739,809
              Jun-05                 267,192,435
              Jul-05                 269,521,293
              Aug-05                 271,730,497
              Sep-05                 273,808,282
              Oct-05                 275,764,039
              Nov-05                 277,607,706
              Dec-05                 279,347,506
              Jan-06                 280,989,009
              Feb-06                 282,541,449
              Mar-06                 284,015,626
              Apr-06                 285,422,121
              May-06                 286,759,409
              Jun-06                 288,034,457
              Jul-06                 289,251,356
              Aug-06                 290,409,950

<PAGE>

              Sep-06                 291,514,734
              Oct-06                 292,568,743
              Nov-06                 293,573,266
              Dec-06                 294,535,069
              Jan-07                 295,461,342
              Feb-07                 296,340,752
              Mar-07                 297,169,069
              Apr-07                 297,949,852
              May-07                 298,685,706
              Jun-07                 299,373,348
              Jul-07                 300,010,525
              Aug-07                 300,595,606
              Sep-07                 301,095,365
              Oct-07                 301,510,596
              Nov-07                 301,861,569
              Dec-07                 302,164,659
              Jan-08                 302,413,394
              Feb-08                 302,613,042
              Mar-08                 302,806,175
              Apr-08                 302,995,237
              May-08                 303,168,929
              Jun-08                 303,315,327
              Jul-08                 303,445,558
              Aug-08                 303,555,286
              Sep-08                 303,634,126
              Oct-08                 303,705,254
              Nov-08                 303,756,967
              Dec-08                 303,792,677
              Jan-09                 303,819,546
              Feb-09                 303,840,179
              Mar-09                 303,849,670


<PAGE>

                                   SCHEDULE B
                   First Level Net Loss Ratio Trigger Amounts


                Apr-03                  6.96%
                May-03                  7.09%
                Jun-03                  7.25%
                Jul-03                  7.35%
                Aug-03                  7.42%
                Sep-03                  7.34%
                Oct-03                  7.14%
                Nov-03                  7.04%
                Dec-03                  6.80%
                Jan-04                  6.62%
                Feb-04                  6.59%
                Mar-04                  6.51%
                Apr-04                  5.70%
                May-04                  5.69%
                Jun-04                  5.68%
                Jul-04                  5.66%
                Aug-04                  5.64%
                Sep-04                  5.72%
                Oct-04                  5.79%
                Nov-04                  5.87%
                Dec-04                  5.95%
                Jan-05                  6.03%
                Feb-05                  6.11%
                Mar-05                  6.20%
                Apr-05                  6.28%
                May-05                  6.37%
                Jun-05                  6.45%
                Jul-05                  6.54%
                Aug-05                  6.63%
                Sep-05                  6.72%
                Oct-05                  6.81%
                Nov-05                  6.90%
                Dec-05                  6.99%
                Jan-06                  7.09%
                Feb-06                  7.20%
                Mar-06                  7.32%
                Apr-06                  7.46%
                May-06                  7.61%
                Jun-06                  7.79%
                Jul-06                  8.00%
                Aug-06                  8.24%

<PAGE>

                Sep-06                  8.52%
                Oct-06                  8.84%
                Nov-06                  9.21%
                Dec-06                  9.63%
                Jan-07                 10.13%
                Feb-07                 10.69%
                Mar-07                 11.31%
                Apr-07                 12.00%
                May-07                 12.78%
                Jun-07                 13.64%
                Jul-07                 14.58%
                Aug-07                 15.62%
                Sep-07                 16.63%
                Oct-07                 17.55%
                Nov-07                 18.44%
                Dec-07                 19.32%
                Jan-08                 20.12%
                Feb-08                 20.79%
                Mar-08                 21.75%
                Apr-08                 23.11%
                May-08                 24.82%
                Jun-08                 26.72%
                Jul-08                 29.13%
                Aug-08                 32.06%
                Sep-08                 35.08%
                Oct-08                 39.73%
                Nov-08                 45.29%
                Dec-08                 51.85%
                Jan-09                 61.19%
                Feb-09                 75.48%
                Mar-09                 87.51%


<PAGE>

                                   SCHEDULE C
                Second Level Cumulative Net Loss Trigger Amounts


               Apr-03              156,087,927
               May-03              164,140,418
               Jun-03              171,998,237
               Jul-03              179,654,353
               Aug-03              187,103,511
               Sep-03              193,085,751
               Oct-03              198,888,985
               Nov-03              204,511,672
               Dec-03              209,953,665
               Jan-04              215,215,438
               Feb-04              220,297,574
               Mar-04              225,201,328
               Apr-04              229,929,729
               May-04              234,485,079
               Jun-04              238,869,872
               Jul-04              243,087,368
               Aug-04              247,141,586
               Sep-04              251,036,585
               Oct-04              254,776,158
               Nov-04              258,364,656
               Dec-04              261,805,641
               Jan-05              265,091,641
               Feb-05              268,229,316
               Mar-05              271,216,105
               Apr-05              274,063,748
               May-05              276,773,436
               Jun-05              279,337,546
               Jul-05              281,772,261
               Aug-05              284,081,883
               Sep-05              286,254,113
               Oct-05              288,298,768
               Nov-05              290,226,238
               Dec-05              292,045,119
               Jan-06              293,761,237
               Feb-06              295,384,242
               Mar-06              296,925,427
               Apr-06              298,395,854
               May-06              299,793,927
               Jun-06              301,126,933
               Jul-06              302,399,145
               Aug-06              303,610,403
               Sep-06              304,765,404
<PAGE>

               Oct-06              305,867,323
               Nov-06              306,917,505
               Dec-06              307,923,027
               Jan-07              308,891,403
               Feb-07              309,810,786
               Mar-07              310,676,754
               Apr-07              311,493,027
               May-07              312,262,329
               Jun-07              312,981,227
               Jul-07              313,647,367
               Aug-07              314,259,042
               Sep-07              314,781,518
               Oct-07              315,215,624
               Nov-07              315,582,549
               Dec-07              315,899,416
               Jan-08              316,159,457
               Feb-08              316,368,180
               Mar-08              316,570,092
               Apr-08              316,767,747
               May-08              316,949,335
               Jun-08              317,102,388
               Jul-08              317,238,538
               Aug-08              317,353,254
               Sep-08              317,435,677
               Oct-08              317,510,038
               Nov-08              317,564,102
               Dec-08              317,601,435
               Jan-09              317,629,525
               Feb-09              317,651,096
               Mar-09              317,661,019


<PAGE>


                                   SCHEDULE D
                   Second Level Net Loss Ratio Trigger Amounts

                Apr-03                  7.28%
                May-03                  7.41%
                Jun-03                  7.58%
                Jul-03                  7.68%
                Aug-03                  7.76%
                Sep-03                  7.67%
                Oct-03                  7.47%
                Nov-03                  7.36%
                Dec-03                  7.11%
                Jan-04                  6.92%
                Feb-04                  6.89%
                Mar-04                  6.81%
                Apr-04                  5.95%
                May-04                  5.95%
                Jun-04                  5.93%
                Jul-04                  5.92%
                Aug-04                  5.90%
                Sep-04                  5.98%
                Oct-04                  6.06%
                Nov-04                  6.14%
                Dec-04                  6.22%
                Jan-05                  6.31%
                Feb-05                  6.39%
                Mar-05                  6.48%
                Apr-05                  6.57%
                May-05                  6.66%
                Jun-05                  6.75%
                Jul-05                  6.84%
                Aug-05                  6.93%
                Sep-05                  7.03%
                Oct-05                  7.12%
                Nov-05                  7.21%
                Dec-05                  7.31%
                Jan-06                  7.41%
                Feb-06                  7.52%
                Mar-06                  7.65%
                Apr-06                  7.79%
                May-06                  7.96%
                Jun-06                  8.15%
                Jul-06                  8.37%
                Aug-06                  8.62%
                Sep-06                  8.91%
<PAGE>

                Oct-06                  9.24%
                Nov-06                  9.63%
                Dec-06                 10.07%
                Jan-07                 10.59%
                Feb-07                 11.18%
                Mar-07                 11.83%
                Apr-07                 12.55%
                May-07                 13.36%
                Jun-07                 14.26%
                Jul-07                 15.25%
                Aug-07                 16.33%
                Sep-07                 17.38%
                Oct-07                 18.35%
                Nov-07                 19.27%
                Dec-07                 20.20%
                Jan-08                 21.03%
                Feb-08                 21.74%
                Mar-08                 22.74%
                Apr-08                 24.17%
                May-08                 25.95%
                Jun-08                 27.93%
                Jul-08                 30.45%
                Aug-08                 33.52%
                Sep-08                 36.67%
                Oct-08                 41.54%
                Nov-08                 47.35%
                Dec-08                 54.20%
                Jan-09                 63.97%
                Feb-09                 78.91%
                Mar-09                 91.49%