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    EXHIBIT
      10.3

    


    AMENDED
      AND RESTATED RECEIVABLES FINANCING AGREEMENT

     

    dated
      as
      of October 18, 2007

     

    among

     

    UPFC
      FUNDING CORP.,

    as
      Borrower 

     

    UNITED
      AUTO CREDIT CORPORATION,

    individually
      and as Seller, Servicer and Custodian,

     

    UNITED
      AUTO BUSINESS OPERATIONS, LLC

    individually
      and as Seller,

    


    UNITED
      PANAM FINANCIAL CORP.,

    as
      Guarantor,

     

    THE
      LENDERS PARTIES HERETO,

     

    DEUTSCHE
      BANK AG, NEW YORK BRANCH,

    as
      Agent,

     

    THE
      OTHER
      AGENTS PARTIES HERETO,

     

    CENTERONE
      FINANCIAL SERVICES LLC,

    as
      Backup
      Servicer

     

    and

     

    DEUTSCHE
      BANK TRUST COMPANY AMERICAS,

    as
      Administrative/Collateral Agent and Backup Custodian


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      
        
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        Table
          of Contents

        


        
          	 	 	
                  Page

                	 
	 	 	 	 
	
                  ARTICLE
                    I

                	 	 	
                  2

                	 
	
                  SECTION
                    1.1. Defined Terms

                	 	 	
                  2

                	 
	
                  SECTION
                    1.2. Other Definitional Provisions

                	 	 	
                  23

                	 
	
                  ARTICLE
                    II

                	 	 	
                  24

                	 
	
                  SECTION
                    2.1. Facility

                	 	 	
                  24

                	 
	
                  SECTION
                    2.2. Advance Procedures

                	 	 	
                  25

                	 
	
                  SECTION
                    2.3. Funding

                	 	 	
                  26

                	 
	
                  SECTION
                    2.4. Notes

                	 	 	
                  27

                	 
	
                  SECTION
                    2.5. Reductions of Commitments.

                	 	 	
                  27

                	 
	
                  SECTION
                    2.6. Repayments and Prepayments

                	 	 	
                  27

                	 
	
                  SECTION
                    2.7. Extension of Facility

                	 	 	
                  28

                	 
	
                  ARTICLE
                    III

                	 	 	
                  29

                	 
	
                  SECTION
                    3.1. Yield

                	 	 	
                  29

                	 
	
                  SECTION
                    3.2. Yield Payment Dates

                	 	 	
                  29

                	 
	
                  SECTION
                    3.3. Yield Calculation

                	 	 	
                  29

                	 
	
                  SECTION
                    3.4. Fees

                	 	 	
                  30

                	 
	
                  SECTION
                    3.5. Computation of Yield and Fees

                	 	 	
                  30

                	 
	
                  ARTICLE
                    IV

                	 	 	
                  31

                	 
	
                  SECTION
                    4.1. Guaranty of Payment and Performance

                	 	 	
                  31

                	 
	
                  SECTION
                    4.2. Agreement to Pay Expenses

                	 	 	
                  31

                	 
	
                  SECTION
                    4.3. Unenforceability of Guaranteed Obligations Against UACC,
                    the Sellers
                    or the Servicer

                	 	 	
                  31

                	 
	
                  SECTION
                    4.4. Waiver of Subrogation

                	 	 	
                  31

                	 
	
                  SECTION
                    4.5. Subordination

                	 	 	
                  32

                	 
	
                  SECTION
                    4.6. Waivers by Guarantor

                	 	 	
                  32

                	 
	
                  ARTICLE
                    V

                	 	 	
                  33

                	 
	
                  SECTION
                    5.1. Making of Payments; Taxes

                	 	 	
                  33

                	 
	
                  SECTION
                    5.2. Application of Certain Payments

                	 	 	
                  35

                	 
	
                  SECTION
                    5.3. Due Date Extension

                	 	 	
                  35

                	 
	
                  ARTICLE
                    VI

                	 	 	
                  36

                	 
	
                  SECTION
                    6.1. Increased Costs

                	 	 	
                  36

                	 
	
                  SECTION
                    6.2. Funding Losses

                	 	 	
                  36

                	 
	
                  SECTION
                    6.3. Replacement of Affected Person

                	 	 	
                  37

                	 
	
                  ARTICLE
                    VII

                	 	 	
                  37

                	 
	
                  SECTION
                    7.1. Effectiveness

                	 	 	
                  37

                	 
	
                  SECTION
                    7.3. Effectiveness of Amendment and Restatement

                	 	 	
                  41

                	 


        

        


        
          
            
              
              

            

            
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        Table
          of Contents

        (continued)

        


        
          	 	 	
                  Page

                	 
	 	 	 	 
	
                  ARTICLE
                    VIII

                	 	 	
                  42

                	 
	
                  SECTION
                    8.1. Duties of the Servicer

                	 	 	
                  42

                	 
	
                  SECTION
                    8.2. Representations and Warranties of the Servicer

                	 	 	
                  42

                	 
	
                  SECTION
                    8.3. Covenants of the Servicer

                	 	 	
                  44

                	 
	
                  SECTION
                    8.4. Servicing Fee; Payment of Certain Expenses by Servicer;
                    Backup
                    Servicer Fee

                	 	 	
                  44

                	 
	
                  SECTION
                    8.5. Distribution Date Statement

                	 	 	
                  45

                	 
	
                  SECTION
                    8.6. Annual Statement as to Compliance; Notice of Servicer
                    Default.

                	 	 	
                  45

                	 
	
                  SECTION
                    8.7. Annual Independent Accountants’ Report

                	 	 	
                  46

                	 
	
                  SECTION
                    8.8. Access to Certain Documentation and Information Regarding
                    Contracts.

                	 	 	
                  46

                	 
	
                  SECTION
                    8.9. Certain Duties of Backup Servicer.

                	 	 	
                  47

                	 
	
                  SECTION
                    8.10. Consequences of a Servicer Default

                	 	 	
                  48

                	 
	
                  SECTION
                    8.11. Appointment of Backup Servicer as Successor Servicer

                	 	 	
                  48

                	 
	
                  SECTION
                    8.12. Indemnification of Backup Servicer

                	 	 	
                  49

                	 
	
                  SECTION
                    8.13. Delegation of Duties

                	 	 	
                  50

                	 
	
                  ARTICLE
                    IX

                	 	 	
                  50

                	 
	
                  SECTION
                    9.1. Borrower Accounts.

                	 	 	
                  50

                	 
	
                  SECTION
                    9.2. Servicer Reimbursements

                	 	 	
                  51

                	 
	
                  SECTION
                    9.3. Application of Collections

                	 	 	
                  51

                	 
	
                  SECTION
                    9.4. Additional Deposits

                	 	 	
                  51

                	 
	
                  SECTION
                    9.5. Distributions.

                	 	 	
                  52

                	 
	
                  SECTION
                    9.6. Net Deposits

                	 	 	
                  54

                	 
	
                  SECTION
                    9.7. The Reserve Account.

                	 	 	
                  55

                	 
	
                  ARTICLE
                    X

                	 	 	
                  56

                	 
	
                  SECTION
                    10.1. Organization and Good Standing

                	 	 	
                  56

                	 
	
                  SECTION
                    10.2. Due Qualification

                	 	 	
                  56

                	 
	
                  SECTION
                    10.3. Power and Authority

                	 	 	
                  56

                	 
	
                  SECTION
                    10.4. Security Interest; Binding Obligations

                	 	 	
                  56

                	 
	
                  SECTION
                    10.5. No Violation

                	 	 	
                  57

                	 
	
                  SECTION
                    10.6. No Proceedings

                	 	 	
                  57

                	 
	
                  SECTION
                    10.7. No Consents

                	 	 	
                  57

                	 
	
                  SECTION
                    10.8. Solvency

                	 	 	
                  57

                	 
	
                  SECTION
                    10.9. Tax Treatment

                	 	 	
                  58

                	 
	
                  SECTION
                    10.10. Compliance With Laws

                	 	 	
                  58

                	 
	
                  SECTION
                    10.11. Taxes

                	 	 	
                  58

                	 
	
                  SECTION
                    10.12. Certificates

                	 	 	
                  58

                	 
	
                  SECTION
                    10.13. No Liens, Etc

                	 	 	
                  58

                	 
	
                  SECTION
                    10.14. Purchase and Sale

                	 	 	
                  59

                	 
	
                  SECTION
                    10.15. Information True and Correct

                	 	 	
                  59

                	 
	
                  SECTION
                    10.16. ERISA Compliance

                	 	 	
                  59

                	 


        

        


        
          
            
              
              

            

            
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                  Page

                	 
	 	 	 	 
	
                  SECTION
                    10.17. Financial or Other Condition

                	 	 	
                  59

                	 
	
                  SECTION
                    10.18. Investment Company Status

                	 	 	
                  59

                	 
	
                  SECTION
                    10.19. Eligible Contracts

                	 	 	
                  59

                	 
	
                  SECTION
                    10.20. Use of Proceeds

                	 	 	
                  59

                	 
	
                  SECTION
                    10.21. Separate Existence

                	 	 	
                  59

                	 
	
                  SECTION
                    10.22. Investments

                	 	 	
                  60

                	 
	
                  SECTION
                    10.23. Representation and Warranties True and Correct

                	 	 	
                  60

                	 
	
                  SECTION
                    10.24. Transaction Documents

                	 	 	
                  60

                	 
	
                  SECTION
                    10.25. Ownership of the Borrower

                	 	 	
                  60

                	 
	
                  ARTICLE
                    XI

                	 	 	
                  60

                	 
	
                  SECTION
                    11.1. Protection of Security Interest of the Secured
                    Parties.

                	 	 	
                  61

                	 
	
                  SECTION
                    11.2. Other Liens or Interests

                	 	 	
                  62

                	 
	
                  SECTION
                    11.3. Costs and Expenses

                	 	 	
                  62

                	 
	
                  SECTION
                    11.4. Reporting Requirements

                	 	 	
                  62

                	 
	
                  SECTION
                    11.5. Separate Existence.

                	 	 	
                  63

                	 
	
                  SECTION
                    11.6. Interest Rate Caps.

                	 	 	
                  64

                	 
	
                  SECTION
                    11.7. Tangible Net Worth

                	 	 	
                  67

                	 
	
                  SECTION
                    11.8. Stock, Merger, Consolidation, Etc

                	 	 	
                  67

                	 
	
                  SECTION
                    11.9. Change in Name

                	 	 	
                  68

                	 
	
                  SECTION
                    11.10. Indebtedness; Guarantees

                	 	 	
                  68

                	 
	
                  SECTION
                    11.11. Limitation on Transactions with Affiliates

                	 	 	
                  68

                	 
	
                  SECTION
                    11.12. Documents

                	 	 	
                  68

                	 
	
                  SECTION
                    11.13. Preservation of Existence

                	 	 	
                  68

                	 
	
                  SECTION
                    11.14. Keeping of Records and Books of Account

                	 	 	
                  68

                	 
	
                  SECTION
                    11.15. Accounting Treatment

                	 	 	
                  69

                	 
	
                  SECTION
                    11.16. Limitation on Investments

                	 	 	
                  69

                	 
	
                  SECTION
                    11.17. Distributions

                	 	 	
                  69

                	 
	
                  SECTION
                    11.18. Maintain Records of Transferred Contracts

                	 	 	
                  69

                	 
	
                  SECTION
                    11.19. Performance of Borrower Assigned Agreements

                	 	 	
                  69

                	 
	
                  SECTION
                    11.20. Notice of Material Adverse Claim

                	 	 	
                  70

                	 
	
                  SECTION
                    11.21. Further Assurances; Financing Statements.

                	 	 	
                  70

                	 
	
                  ARTICLE
                    XII

                	 	 	
                  70

                	 
	
                  SECTION
                    12.1. Liability of Servicer

                	 	 	
                  70

                	 
	
                  SECTION
                    12.2. Merger or Consolidation of, or Assumption of the Obligations
                    of, the
                    Servicer or Backup Servicer

                	 	 	
                  71

                	 
	
                  SECTION
                    12.3. Limitation on Liability of Backup Servicer.

                	 	 	
                  71

                	 
	
                  SECTION
                    12.4. Backup Servicer Not to Resign

                	 	 	
                  73

                	 
	
                  ARTICLE
                    XIII

                	 	 	
                  73

                	 
	
                  SECTION
                    13.1. Borrower’s Grant of Security Interest

                	 	 	
                  73

                	 


        

        


        
          
            
              
              

            

            
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                  Page

                	 
	 	 	 	 
	
                  SECTION
                    13.2. Delivery of Collateral

                	 	 	
                  74

                	 
	
                  SECTION
                    13.3. Borrower Remains Liable

                	 	 	
                  75

                	 
	
                  SECTION
                    13.4. Release of Borrower Collateral.

                	 	 	
                  75

                	 
	
                  SECTION
                    13.5. Expenses

                	 	 	
                  77

                	 
	
                  SECTION
                    13.6. Representations And Warranties Of the Administrative/Collateral
                    Agent

                	 	 	
                  77

                	 
	
                  SECTION
                    13.7. Indemnity

                	 	 	
                  77

                	 
	
                  SECTION
                    13.8. Certain Remedies.

                	 	 	
                  78

                	 
	
                  SECTION
                    13.9. Other Remedies

                	 	 	
                  79

                	 
	
                  SECTION
                    13.10. Limitation on Duty of Administrative/Collateral Agent
                    in Respect of
                    Collateral.

                	 	 	
                  80

                	 
	
                  ARTICLE
                    XIV

                	 	 	
                  81

                	 
	
                  SECTION
                    14.1. Facility Termination Events

                	 	 	
                  81

                	 
	
                  SECTION
                    14.2. Effect of Facility Termination Event.

                	 	 	
                  84

                	 
	
                  SECTION
                    14.3. Rights Upon Termination Event

                	 	 	
                  84

                	 
	
                  ARTICLE
                    XV

                	 	 	
                  84

                	 
	
                  SECTION
                    15.1. Appointment

                	 	 	
                  84

                	 
	
                  SECTION
                    15.2. Delegation of Duties

                	 	 	
                  85

                	 
	
                  SECTION
                    15.3. Exculpatory Provisions

                	 	 	
                  85

                	 
	
                  SECTION
                    15.4. Reliance by Agents

                	 	 	
                  85

                	 
	
                  SECTION
                    15.5. Notices

                	 	 	
                  86

                	 
	
                  SECTION
                    15.6. Non-Reliance on Agent

                	 	 	
                  86

                	 
	
                  SECTION
                    15.7. Indemnification

                	 	 	
                  87

                	 
	
                  SECTION
                    15.8. Successor Agent

                	 	 	
                  88

                	 
	
                  SECTION
                    15.9. Agents in their Individual Capacity

                	 	 	
                  88

                	 
	
                  ARTICLE
                    XVI

                	 	 	
                  89

                	 
	
                  SECTION
                    16.1. Restrictions on Assignments

                	 	 	
                  89

                	 
	
                  SECTION
                    16.2. Documentation

                	 	 	
                  89

                	 
	
                  SECTION
                    16.3. Rights of Assignee

                	 	 	
                  89

                	 
	
                  SECTION
                    16.4. Notice of Assignment

                	 	 	
                  89

                	 
	
                  SECTION
                    16.5. Registration; Registration of Transfer and Exchange.

                	 	 	
                  89

                	 
	
                  SECTION
                    16.6. Mutilated, Destroyed, Lost and Stolen Notes.

                	 	 	
                  91

                	 
	
                  SECTION
                    16.7. Persons Deemed Owners

                	 	 	
                  91

                	 
	
                  SECTION
                    16.8. Cancellation

                	 	 	
                  91

                	 
	
                  SECTION
                    16.9. Participations; Pledge.

                	 	 	
                  92

                	 
	
                  ARTICLE
                    XVII

                	 	 	
                  93

                	 
	
                  SECTION
                    17.1. General Indemnity

                	 	 	
                  93

                	 
	
                  SECTION
                    17.2. Contribution

                	 	 	
                  95

                	 
	
                  ARTICLE
                    XVIII

                	 	 	
                  95

                	 
	
                  SECTION
                    18.1. No Waiver; Remedies

                	 	 	
                  95

                	 


        

        


        
          
            
              
              

            

            
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                  Page

                	 
	 	 	 	 
	
                  SECTION
                    18.2. Amendments, Waivers.

                	 	 	
                  95

                	 
	
                  SECTION
                    18.3. Notices, Etc

                	 	 	
                  96

                	 
	
                  SECTION
                    18.4. Costs, Expenses and Taxes

                	 	 	
                  96

                	 
	
                  SECTION
                    18.5. Binding Effect; Survival

                	 	 	
                  97

                	 
	
                  SECTION
                    18.6. Captions and Cross References

                	 	 	
                  97

                	 
	
                  SECTION
                    18.7. Severability

                	 	 	
                  97

                	 
	
                  SECTION
                    18.8. GOVERNING LAW

                	 	 	
                  97

                	 
	
                  SECTION
                    18.9. Counterparts

                	 	 	
                  97

                	 
	
                  SECTION
                    18.10. WAIVER
                    OF JURY TRIAL

                	 	 	
                  98

                	 
	
                  SECTION
                    18.11. No Proceedings.

                	 	 	
                  98

                	 
	
                  SECTION
                    18.12. Limited Recourse to the Lenders

                	 	 	
                  98

                	 
	
                  SECTION
                    18.13. Custodian

                	 	 	
                  99

                	 
	
                  SECTION
                    18.14. ENTIRE
                    AGREEMENT

                	 	 	
                  99

                	 
	
                  SECTION
                    18.15. Confidentiality

                	 	 	
                  99

                	 


        

         

        
          
            

          

        

         

        
          	
                  EXHIBIT
                    A

                	
                  Form
                    of Advance Request

                
	
                  EXHIBIT
                    B

                	
                  Form
                    of Note

                
	
                  EXHIBIT
                    C

                	
                  Form
                    of Borrowing Base Confirmation

                
	
                  EXHIBIT
                    D

                	
                  Form
                    of Agreed Upon Procedures Letter

                


        

         

        
          
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    AMENDED
      AND RESTATED RECEIVABLES FINANCING AGREEMENT

     

    THIS
      AMENDED AND RESTATED RECEIVABLES FINANCING AGREEMENT is made and entered into
      as
      of October 18, 2007, among UPFC FUNDING CORP., a California corporation (the
      “Borrower”),
      UNITED AUTO CREDIT CORPORATION, a California corporation, in its individual
      capacity (“UACC”)
      and as
      seller (in such capacity, a “Seller”)
      and as
      servicer (in such capacity, the “Servicer”)
      and as
      custodian (in such capacity, the “Custodian”),
      UNITED AUTO BUSINESS OPERATIONS, LLC, a Texas limited liability company, in
      its
      individual capacity (“UABO”)
      and as
      seller (in such capacity, a “Seller”, and collectively with UACC, the
“Sellers”),
      UNITED PANAM FINANCIAL CORP., a California corporation, in its individual
      capacity (“UPFC”)
      and as
      guarantor (in such capacity, the “Guarantor”),
      each
      NONCOMMITTED LENDER (as hereinafter defined) FROM TIME TO TIME PARTY HERETO,
      each COMMITTED LENDER (as hereinafter defined) FROM TIME TO TIME PARTY HERETO,
      the AGENTS for the Lender Groups from time to time parties hereto (each such
      party, together with their respective successors in such capacity, an
“Agent”),
      CENTERONE FINANCIAL SERVICES LLC, as Backup Servicer, and DEUTSCHE BANK TRUST
      COMPANY AMERICAS, a New York banking corporation, as administrative/collateral
      agent (together with its successors in such capacity, the “Administrative/Collateral
      Agent”)
      and
      backup custodian (together with its successors in such capacity, the
“Backup
      Custodian”).

     

    BACKGROUND

     

    1. The
      Borrower desires that the Lenders extend financing to the Borrower on the terms
      and conditions set forth herein;

     

    2. The
      Lenders are willing to provide such financing on the terms and conditions set
      forth in this Agreement; 

     

    3. The
      Borrower, UACC, the Lenders, the Agents, the Backup Servicer, the Backup
      Custodian, and the Administrative/Collateral Agent are parties to the
      Receivables Financing Agreement dated as of September 23, 2004, as amended
      (the
“Existing
      Agreement”;
      and as
      amended and restated hereby, the “Agreement”);
      and

     

    3. The
      parties the parties wish to amend and restated the Existing Agreement as set
      forth herein, including for the purposes of adding UABO as an additional
      Seller.

     

    NOW,
      THEREFORE, in consideration of the premises and the mutual agreements herein
      contained, the parties hereto agree that the Existing Agreement is amended
      and
      restated as follows:

     

    ARTICLE
      I

     

    DEFINITIONS

     

    SECTION
      1.1. Defined
      Terms.
      As used
      in this Agreement, the following terms have the following meanings:

     

    “Accountants’
      Report”
has
      the
      meaning set forth in Section
      8.7.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

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    “Accounting
      Date”
means
      (a) the last day of a Collection Period and (b) with respect to a Distribution
      Date or Servicer Report Date, the last day of the Collection Period preceding
      such Distribution Date or Servicer Report Date (such date being referred to
      as
      the “related
      Accounting Date”
with
      respect to such Distribution Date or Servicer Report Date).

     

    “Accrual
      Period”
means,
      with respect to any Distribution Date, the period from and including the
      previous Distribution Date (or, in the case of the first Distribution Date,
      from
      and including the Effective Date) through and including the day preceding such
      Distribution Date. 

     

    “Additional
      Reserve Account Requirement”
means,
      on any date, the product of (a) the Aggregate Outstanding Principal Balance
      of Eligible Contracts which are Transferred Contracts on such date and
      (b) the Additional Reserve Account Percentage on such date.

     

    “Additional
      Reserve Account Percentage”
means,
      on any date, the sum of (i) the product of (a) [  *  ] and (b) the
      excess, if any, of the Walk-In Payment Ratio for the preceding Collection Period
      over [  *  ], (ii) any Initial Term Securitization Differential, (iii)
      any Subsequent Term Securitization Differential, (iv) the product of (a) [ 
*  ] and (b) the number, if any, of the following events which have
      occurred as of such date (and which have not been cured as described below):
      

     

    (1)
      the
      Net Loss Ratio exceeds [  *  ];

     

    (2)
      the
      Delinquency Ratio exceeds [  *  ];

     

    (3)
      the
      Portfolio Loss Ratio exceeds [  *  ]; and

     

    (4)
      the
      Portfolio Delinquency Ratio exceeds [  *  ].

     

    and
      (v)
      the product of (a) [  *  ] and (b) the number, if any, of the
      following events which have occurred as of such date (and which have not been
      cured as described below):

     

    (A)
      the
      Net Loss Ratio exceeds [  *  ];

     

    (B)
      the
      Delinquency Ratio exceeds [  *  ];

     

    (C)
      the
      Portfolio Loss Ratio exceeds [  *  ]; and

     

    (D)
      the
      Portfolio Delinquency Ratio exceeds [  *  ].

     

    If
      any
      event set forth in clauses (1) through (4) or (A) through (D) above shall occur,
      such event shall be deemed cured only if, subsequent thereto, for three
      consecutive Monthly Periods the related ratio shall comply with the requirements
      of such clause; provided,
      however,
      that
      Additional Reserve Account Percentage shall not be adjusted downward as
      specified above by more than one percentage point per Distribution Date for
      each
      such condition that has been satisfied for the three applicable Monthly Periods.
      If none of the events set forth in clauses (1) through (4) or (A) through (D)
      above shall have occurred, the amount included in the Additional Reserve Account
      Percentage pursuant to clauses (iv) and (v) shall be 0%.

     

    
      
        
        

      

      
        -
          3

        
          

        

      

      
        
        

      

    

    
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    “Adjusted
      Commitment Percentage”
means,
      for a Committed Lender with respect to a specific Noncommitted Lender, the
      Commitment of such Committed Lender as a percentage of the Maximum Loan Amount
      of such Noncommitted Lender.

     

    “Adjusted
      EBITDA”
means,
      with respect to any Person, for any period, the earnings of such Person and
      its
      subsidiaries, determined on a consolidated basis in accordance with GAAP, for
      such period before interest, taxes, depreciation and amortization, plus
      cash
      distributions from securitization trusts supported by Contracts originated
      by
      such Person or its Affiliates received by such Person and its subsidiaries
      during such period minus
      any
      non-cash gains on the sale of Contracts by such Person and its subsidiaries
      during such period.

     

    “Adjusted
      Eurodollar Rate”
means,
      for any Fixed Period, a rate per annum (rounded upwards, if necessary, to the
      nearest 1/100th of 1%) equivalent to the rate determined pursuant to the
      following formula:

     

    Adjusted
      Eurodollar Rate =              
               LIBOR
      Rate        

     
      1-LIBOR Reserve Percentage

     

    on
      the
      first day of such Fixed Period.

     

    “Administrative/Collateral
      Agent”
means
      Deutsche Bank Trust Company Americas solely in its capacity as
      Administrative/Collateral Agent, together with its permitted successors and
      assigns in such capacity.

     

    “Administrative/Collateral
      Agent Fee Letter”
means
      (a) that certain schedule of fees of Deutsche Bank Trust Company Americas,
      acknowledged by UACC and the Borrower, as the same may be amended, supplemented
      or otherwise modified by the parties thereto with the consent of the Required
      Lenders and (b) any letter agreement(s) or schedule of fees entered into by
      UACC and the Borrower, with the consent of the Required Lenders, with a
      substitute Administrative/Collateral Agent in replacement of the schedule of
      fees referred to in clause (a) above relating to fees payable to such
      substitute Administrative/Collateral Agent.

     

    “Administrative/Collateral
      Agent’s Account”
has
      the
      meaning set forth in Section
      5.1(a).

     

    “Advance”
means
      any amount disbursed by any Lender to the Borrower under this
      Agreement.

     

    “Adverse
      Claim”
means
      any claim of ownership or any Lien, security interest, title retention, trust
      or
      other charge or encumbrance, or other type of preferential arrangement having
      the effect or purpose of creating a Lien or security interest, other than the
      security interest created hereunder.

     

    “Affected
      Person”
has
      the
      meaning set forth in Section
      6.1.

     

    “Affiliate”
of
      any
      Person means any other Person that directly or indirectly controls, is
      controlled by or is under common control with such Person (excluding any trustee
      under, or any committee with responsibility for administering, any employee
      benefit plan). A Person shall be deemed to be “controlled by” any other Person
      if such other Person possesses, directly or indirectly, power

     

    
      
        
        

      

      
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        DOCUMENT]

    

     

     

    
      	 	
              (a)

            	
              to
                vote 10% or more of the securities (on a fully diluted basis) having
                ordinary voting power for the election of directors or managing partners;
                or

            


    

     

    
      	 	
              (b)

            	
              to
                direct or cause the direction of the management and policies of such
                Person whether by contract or
                otherwise.

            


    

     

    “Agent”
has
      the
      meaning set forth in the Preamble.

     

    “Aggregate
      Eligible Contracts Balance”
means,
      as of any date, the Aggregate Outstanding Principal Balance of all Transferred
      Contracts which are Eligible Contracts on such day of
      determination.

     

    “Aggregate
      Interest Rate Caps Notional Amount”
shall
      mean with respect to any date of determination an amount equal to the sum of
      the
      notional amounts or equivalent amounts of all outstanding Cap Agreements,
      Replacement Interest Rate Caps and Qualified Substitute Arrangements, each
      as of
      such date of determination.

     

    “Aggregate
      Outstanding Principal Balance”
means,
      with respect to any group of Contracts as of any date, the sum of the
      outstanding Principal Balances of all such Contracts as at 11:59 p.m. on the
      immediately preceding day.

     

    “Agreement”
shall
      mean this Receivables Financing Agreement (including the Fee Letter), as it
      may
      be amended, supplemented or otherwise modified from time to time.

     

    “Alternate
      Base Rate”
means
      a
      fluctuating rate per annum as shall be in effect from time to time, which rate
      shall be at all times equal to the higher of:

     

    
      	 	
              (a)

            	
              the
                rate of interest announced publicly by DBNY in New York, New York,
                from
                time to time as DBNY’s base commercial lending rate;
                and

            


    

     

    
      	 	
              (b)

            	
              1⁄2
                of one percent above the Federal Funds
                Rate.

            


    

     

    “Alternative
      Rate”
for
      any
      Advance means a rate per annum equal to [*] per annum above the Adjusted
      Eurodollar Rate for such Advance or portion thereof; provided,
      however,
      that in
      the case of

     

    (a) any
      Fixed
      Period on or after the first day on which a Committed Lender shall have notified
      the related Agent that the introduction of or any change in or in the
      interpretation of any law or regulation makes it unlawful, or any central bank
      or other governmental authority asserts that it is unlawful, for such Committed
      Lender to fund such Advance at the Alternative Rate set forth above (and such
      Committed Lender shall not have subsequently notified such Agent that such
      circumstances no longer exist),

     

    
      
        
        

      

      
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    (b) any
      Fixed
      Period of less than seven days,

     

    (c) any
      Fixed
      Period of seven to (and including) 29 days, in the event the Adjusted Eurodollar
      Rate is not reasonably available to any Agent for such a Fixed
      Period,

     

    (d) any
      Fixed
      Period as to which the related Advance will not be funded by issuance of
      commercial paper, as determined by the related Agent (on behalf of a
      Noncommitted Lender) later than 12:00 noon (New York City time) on the second
      Business Day preceding the first day of such Fixed Period, or

     

    (e) any
      Fixed
      Period for a Borrowing the principal amount of which allocated to the Committed
      Lenders in the aggregate is less than $1,000,000,

     

    the
      “Alternative
      Rate”
shall
      be a floating rate per annum equal to the Alternate Base Rate in effect on
      each
      day of such Fixed Period.

     

    “Amount
      Available”
      means,
      with respect to any Distribution Date, the sum of (a) the amount of Net
      Collections with respect to the related Collection Period and any amounts paid
      into the Collection Account under any Interest Rate Cap with respect to the
      Accrual Period ending on the day preceding such Distribution Date, plus
      (b) any investment income earned on amounts on deposit in the Collection
      Account, the Cap Funding Reserve Account and the Reserve Account since the
      prior
      Distribution Date (or the Effective Date in the case of the first Distribution
      Date), plus (c) any Repurchase Amounts deposited in the Collection Account
      since
      the last day of the related Collection Period, plus (d) any amounts deposited
      in
      the Collection Account pursuant to Section
      9.7(c)
      or
9.7(d)
      on such
      Distribution Date

     

    “Available
      Commitment Amount”
of
      a
      Noncommitted Lender means the aggregate of the unutilized Commitments of the
      Committed Lenders with respect to such Noncommitted Lender.

     

    “Backup
      Custodian”
means
      Deutsche Bank Trust Company Americas solely in its capacity as Backup Custodian,
      together with its permitted successors and assigns in such
      capacity.

     

    “Backup
      Servicer”
means
      CenterOne Financial Services LLC, a Delaware limited liability company, in
      its
      capacity as Backup Servicer, together with its permitted successors and assigns
      in such capacity.

     

    “Backup
      Servicer Fee”
means,
      for any Distribution Date, the amount payable to the Backup Servicer as its
      regular fee on such Distribution Date pursuant to the Backup Servicer Fee
      Letter.

     

    “Backup
      Servicer Fee Letter”
means
      (a) that certain schedule of fees of CenterOne Financial Services LLC,
      acknowledged by UACC and the Borrower, and consented to by the
      Administrative/Collateral Agent , as the same may be amended, supplemented
      or
      otherwise modified by the parties thereto with the consent of the Required
      Lenders and (b) any letter agreement(s)
      or schedule of fees entered into by UACC and the Borrower, with the consent
      of
      the Required Lenders, with a substitute Backup Servicer in replacement of the
      schedule of fees referred to in clause (a) above relating to fees payable
      to such substitute Backup Servicer.

     

    
      
        
        

      

      
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        DOCUMENT]

    

     

     

    “Bankruptcy
      Code”
means
      the Bankruptcy Code, 11 U.S.C. § 101, et seq.,
      as
      amended.

     

    “Borrower”
has
      the
      meaning set forth in the Preamble.

     

    “Borrower
      Account Collateral”
has
      the
      meaning set forth in Section
      13.1.

     

    “Borrower
      Accounts”
has
      the
      meaning set forth in Section
      9.1.

     

    “Borrower
      Assigned Agreements”
has
      the
      meaning set forth in Section
      13.1.

     

    “Borrower
      Collateral”
has
      the
      meaning set forth in Section
      13.1.

     

    “Borrowing
      Base Confirmation”
has
      the
      meaning set forth in Section 7.1.

     

    “Cap
      Agreements”
shall
      mean each interest rate cap agreement, between the Borrower and a Cap Provider,
      as amended from time to time, and any additional interest rate protection
      agreement or agreements, entered into between the Borrower and a Cap Provider,
      as the same may from time to time, with the prior written consent of the
      Required Lenders and the Rating Agencies, be amended, restated, modified and
      in
      effect.

     

    “Cap
      Funding Reserve Account”
means
      the account designated as the Cap Funding Reserve Account in, and which is
      established and maintained pursuant to, Section
      9.1(a).

     

    “Cap
      Funding Reserve Account Requirement”
shall
      mean, with respect to any Servicer Report Date, the amount required as of such
      date to purchase Interest Rate Caps meeting the requirements of Section
      11.6
      of this
      Agreement if they were required to be purchased on such date pursuant thereto;
      provided
      that the
      Servicer (or, if UACC shall not be the Servicer, DBNY) shall contact qualified
      Cap Providers to determine the Cap Funding Reserve Account Requirement and
      shall
      report such amount (i) in the first monthly Distribution Date Statement
      following the Effective Date and (ii) in each monthly Distribution Date
      Statement following the Servicer Report Date in which UACC and UPFC fail to
      satisfy the Minimum Liquidity Amount Test.

     

    “Cap
      Provider”
shall
      mean (a) a
      third
      party cap provider having a senior unsecured debt rating of at least “A” by
      Standard & Poor’s and “A2” by Moody’s and not on credit watch with negative
      implications (or a similar status), or (b) a
      third
      party cap provider approved by the Lenders.

     

    “Capped
      Fees/Expenses – Backup Servicer”
means,
      at any time, fees, costs and expenses due at such time (if any) to the Backup
      Servicer under the Transaction Documents such that the aggregate amount of
      such
      fees, costs and expenses paid to the Backup Servicer under the Transaction
      Documents in any calendar year do not exceed $45,000.

     

    
      
        
        

      

      
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      [**CONFIDENTIAL
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    “Capped
      Fees/Expenses – Administrative/Collateral Agent”
      means,
      at any time, fees, costs and expenses due at such time (if any) to the
      Administrative/Collateral Agent under the Transaction Documents such that the
      aggregate amount of such fees, costs and expenses paid to the
      Administrative/Collateral Agent under the Transaction Documents in any calendar
      year do not exceed $50,000.

     

    “Capped
      Fees/Expenses – Custodian”
      means,
      at any time, fees, costs and expenses due at such time (if any) to the Custodian
      under the Transaction Documents such that the aggregate amount of such fees,
      costs and expenses paid to the Custodian under the Transaction Documents in
      any
      calendar year do not exceed $100,000.

     

    “Capped
      Yield/Fee Amount”
means,
      with respect to any Distribution Date, the amount of Yield which would have
      accrued on the Advances during the Accrual Period with respect to such
      Distribution Date if all Advances bore interest at 4% per annum.

     

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

     

    “Collection
      Account”
means
      the account designated as the Collection Account in, and which is established
      and maintained pursuant to, Section
      9.1(a).

     

    “Collection
      Period”
means
      any calendar month and, with respect to a Servicer Report Date or a Distribution
      Date, the calendar month preceding the month in which such Servicer Report
      Date
      or Distribution Date occurs (such calendar month being referred to as the
“related” Collection Period with respect to such Servicer Report Date or
      Distribution Date) or, in the case of the initial Distribution Date and Servicer
      Report Date, the period commencing at the opening of business on the Effective
      Date and ending at the end of the calendar month in which the Effective Date
      occurs. Any amount stated “as of the close of business of the last day of a
      Collection Period” shall give effect to the following calculations as determined
      as of the end of the day on such last day: (i) all applications of
      collections on the Transferred Contracts and Repurchase Amounts, and
      (ii) all distributions.

     

    “Commercial
      Paper Rate”
for
      Advances means, to the extent a Noncommitted Lender funds such Advances by
      issuing commercial paper, the sum of (i) the weighted average of the rates
      at
      which commercial paper notes of such Noncommitted Lender issued to fund such
      Advances may be sold by any placement agent or commercial paper dealer selected
      by such Noncommitted Lender, as agreed in good faith between each such agent
      or
      dealer and such Noncommitted Lender; provided
      if the
      rate (or rates) as agreed between any such agent or dealer and such Noncommitted
      Lender for any Advance is a discount rate (or rates), then such rate shall
      be
      the rate (or if more than one rate, the weighted average of the rates) resulting
      from converting such discount rate (or rates) to an interest-bearing equivalent
      rate per annum plus
      (ii) .05% per annum plus
      (iii) any and all reasonable costs and expenses of any issuing and paying
      agent or other Person responsible for the administration of such Noncommitted
      Lender’s commercial paper program in connection with the preparation,
      completion, issuance, delivery or payment of commercial paper issued to fund
      the
      making or maintenance of any Advance. Each Noncommitted Lender shall notify
      the
      Administrative/Collateral Agent of its Commercial Paper Rate applicable to
      any
      Advance promptly after the determination thereof.

     

    
      
        
        

      

      
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          8

        
          

        

      

      
        
        

      

    

    
      [**CONFIDENTIAL
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    “Commitment”
means,
      for any Committed Lender, the maximum amount of such Committed Lender’s
      commitment to fund Advances hereunder, as set forth on the signatures pages
      hereof. In the event that a Committed Lender maintains a portion of its
      Commitment hereunder with respect to more than one Noncommitted Lender, such
      Committed Lender shall be deemed to hold separate Commitments hereunder in
      each
      such capacity.

     

    “Commitment
      Percentage”
means,
      for a Committed Lender, such Committed Lender’s Commitment as a percentage of
      the aggregate Commitments of all Committed Lenders.

     

    “Committed
      Lender”
means,
      with respect to a Noncommitted Lender, each financial institution party to
      this
      Agreement designated as a “Committed Lender” with respect to such Noncommitted
      Lender, and any assignee of such Committed Lender pursuant to Article XVI
      to the
      extent such assignee has assumed a portion of the Commitment of such Committed
      Lender.

     

    “Contract
      Collateral”
means
      the Transferred Contracts together with the Other Conveyed
      Property.

     

    “Custodial
      Receipt”
means
      a
      Custodian’s Acknowledgment in the form of Exhibit
      A
      to the
      Sale and Servicing Agreement.

     

    “Custodian”
means
      UACC solely in its capacity as Custodian, together with its permitted successors
      (which may include the Backup Custodian) and assigns in such
      capacity.

     

    “Custodian
      Fee Letter”
means,
      with respect to any successor Custodian, any letter agreement(s) or schedule
      of
      fees entered into by UACC and the Borrower, with the consent of the Required
      Lenders, with such Custodian relating to fees payable to such successor
      Custodian.

     

    “DBNY”
means
      Deutsche Bank AG, New York Branch.

     

    “Dealer
      Discount”
means,
      with respect to any Contract, the percentage discount from par at which UACC
      purchased such Contract from the related Dealer. 

     

    “Debt/Income
      Ratio”
means,
      with respect to any Contract, the percentage equivalent of a fraction the
      numerator of which is the aggregate outstanding Indebtedness of the Obligor
      under such Contract and denominator of which is the related Obligor’s gross
      income.

     

    “Default
      Rate”
means
      a
      rate per annum
      equal to
      2.00% plus the Alternate Base Rate (but not less than the Yield (if any) in
      effect for the related monetary obligation).

     

    “Delinquency
      Ratio”
means,
      on any day, the average of the Monthly Delinquency Ratios for the three most
      recently completed Collection Periods.

     

    “Distribution
      Date”
means
      the 15th day of each calendar month, or if such 15th day is not a Business
      Day,
      the next succeeding Business Day, commencing October 20, 2004.

     

    
      
        
        

      

      
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          9

        
          

        

      

      
        
        

      

    

    
      [**CONFIDENTIAL
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    “Dollar(s)”
and
      the
      sign “$”
mean
      lawful money of the United States of America.

     

    “Effective
      Date”
has
      the
      meaning set forth in Section
      7.1.

     

    “Effective
      Advance Rate”
means,
      on any day, the lesser of (i) the Initial Advance Rate and (ii) the percentage
      equivalent of a fraction the numerator of which is the
      then
      outstanding principal amount of all Advances and the denominator of which is
      the
      sum of (A) the
      Aggregate Eligible Contracts Balance as of such day less any Overconcentration
      Amount, plus
      (B) the
      amount on deposit in the Collection Account which represents principal
      collections on Transferred Contracts as of such day (other than, if such day
      is
      a Distribution Date, any such principal collections to be included in the Amount
      Available on such day).

     

    “Eligible
      Account”
means
      (i) a segregated trust account or (ii) a segregated direct deposit
      account, in each case, maintained with a depository institution or trust company
      organized under the laws of the United States of America, or any of the States
      thereof, or the District of Columbia, having a certificate of deposit, short
      term deposit or commercial paper rating of at least A-1+ by Standard &
Poor’s and P-1 by Moody’s. In either case, such depository institution or trust
      company shall have been approved by the Required Lenders, acting in their
      discretion, by written notice to the Servicer. Deutsche Bank Trust Company
      Americas and DBNY are each deemed to be an acceptable depository institution
      to
      the Required Lenders.

     

    “Eligible
      Assignee”
has
      the
      meaning set forth in Section
      16.1.

     

    “Eligible
      Contract”
means,
      as of any date, a Contract as to which the representations and warranties set
      forth in Section 3.01(b) of the Sale and Servicing Agreement are true and
      correct on such date.

     

    “Eligible
      Servicer”
means
      (a) UACC, (b) the Backup Servicer or (c) another Person which at the time of
      its
      appointment as Servicer (i) is servicing a portfolio of motor vehicle
      retail installment contracts and/or motor vehicle installment loans,
      (ii) is legally qualified and has the capacity to service the Transferred
      Contracts, (iii) has demonstrated the ability to service a portfolio of
      motor vehicle retail installment contracts and/or motor vehicle installment
      loans similar to the Transferred Contracts with reasonable skill and care,
      (iv) is qualified and entitled to use, pursuant to a license or other
      written agreement, and agrees to maintain the confidentiality of, the software
      which the Servicer uses in connection with performing its duties and
      responsibilities under this Agreement or otherwise has available software which
      is adequate to perform its duties and responsibilities under this Agreement,
      (v)
      has capital in excess of $75,000,000 and (vi) has been approved by the Required
      Lenders.

     

    “ERISA”
means
      the U.S. Employee Retirement Income Security Act of 1974, as amended from time
      to time.

     

    “Executive
      Officer”
means,
      with respect to any corporation, the President, Chief Financial Officer or
      any
      Vice President.

     

    “Existing
      Agreement”
has
      the
      meaning set forth in the Preamble.

     

    
      
        
        

      

      
        -
          10

        
          

        

      

      
        
        

      

    

    
      [**CONFIDENTIAL
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    “Facility”
has
      the
      meaning set forth in Section
      2.1.

     

    “Facility
      Limit”
means
      the Total Commitment.

     

    “Facility
      Termination Date”
means
      the earliest of (a) the Scheduled Facility Termination Date, (b) the Stated
      Facility Termination Date and (c) the effective date on which the Facility
      is
      terminated pursuant to Section
      14.2.

     

    “Facility
      Termination Event”
means
      any of the events described in Section
      14.1.

     

    “Federal
      Funds Rate”
means,
      for any period, a fluctuating rate per annum equal for each day during such
      period to the weighted average of the rates on overnight federal funds
      transactions with members of the Federal Reserve System arranged by federal
      funds brokers, as published for such day (or, if such day is not a Business
      Day,
      for the next preceding Business Day) by the Federal Reserve Bank of New York,
      or, if such rate is not so published for any day which is a Business Day, the
      average of the quotations for such day on such transactions received by the
      Administrative/Collateral Agent from three federal funds brokers of recognized
      standing selected by it.

     

    “Fee
      Letter”
has
      the
      meaning set forth in Section
      3.4.

     

    “Fees”
means
      all fees and other amounts payable by the Borrower to the
      Administrative/Collateral Agent, on behalf of itself, the Lenders and the
      Support Parties, pursuant to the Fee Letter.

     

    “Fixed
      Period”
means
      with respect to any Advance: 

     

    (a) the
      period commencing on the date of the initial funding of such Advance and ending
      on the succeeding Distribution Date; and

     

    (b) thereafter,
      each period commencing on the last day of the immediately preceding Fixed Period
      for such Advance and ending on the next succeeding Distribution
      Date.

     

    “GAAP”
means
      generally accepted accounting principles in the United States, which are
      applicable to the circumstances as of any date of determination.

     

    “Guarantor”
has
      the
      meaning set forth in the Preamble.

     

    “Increased
      Costs”
      means
      collectively, any increased cost, loss or liability owing to the
      Administrative/Collateral Agent and/or any other Affected Person under Article
      VI of this Agreement.

     

    
      
        
        

      

      
        -
          11

        
          

        

      

      
        
        

      

    

    
      [**CONFIDENTIAL
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        DOCUMENT]

    

     

     

    “Indebtedness”
means,
      with respect to any Person at any time, (a) indebtedness or liability of such
      Person for borrowed money whether or not evidenced by bonds, debentures, notes
      or other instruments, or for the deferred purchase price of property or services
      (including trade obligations); (b) obligations of such Person as lessee under
      leases which should have been or should be, in accordance with GAAP, recorded
      as
      capital leases; (c) current liabilities of such Person in respect of unfunded
      vested benefits under plans covered by Title IV of ERISA; (d) obligations issued
      for or liabilities incurred on the account of such Person; (e) obligations
      or
      liabilities of such Person arising under acceptance facilities; (f) obligations
      of such Person under any guarantees, endorsements (other than for collection
      or
      deposit in the ordinary course of business) and other contingent obligations
      to
      purchase, to provide funds for payment, to supply funds to invest in any Person
      or otherwise to assure a creditor against loss; (g) obligations of such Person
      secured by any lien on property or assets of such Person, whether or not the
      obligations have been assumed by such Person; or (h) obligations of such Person
      under any interest rate or currency exchange agreement.

     

    “Indemnified
      Amounts”
has
      the
      meaning set forth in Section
      17.1.

     

    “Indemnified
      Party”
has
      the
      meaning set forth in Section
      17.1.

     

    “Indemnity
      Amounts”
      means,
      collectively, all indemnity obligations and other amounts owing to the
      Administrative/Collateral Agent, any Agent, any Lender and/or any other
      Indemnified Party under Section 13.7, Article XVII or Section 18.4.

     

    “Independent
      Accountants”
has
      the
      meaning set forth in Section
      8.7.

     

    “Initial
      Advance Rate”
means,
      on any day, [*].

     

    “Initial
      Borrowing Base”
means,
      on any day, the sum of (a) the product of (1) the Initial Advance Rate and
      (2)
      the sum of (i) the Aggregate Outstanding Principal Balance of all Transferred
      Contracts, if any, which are Eligible Contracts which are being transferred
      to
      the Borrower on such day of determination less any Overconcentration Amount
      with
      respect to such Transferred Contracts, plus
      (ii) the
      amount on deposit in the Collection Account which represents principal
      collections on Transferred Contracts as of such day (other than, if such day
      is
      a Distribution Date, any such principal collections to be included in the Amount
      Available on such day) and (b) the product of (1) the Effective Advance Rate
      on
      such day (prior to giving effect to the transfer of Eligible Contracts to the
      Borrower on such day) and (2) the Aggregate Eligible Contracts Balance as of
      such day less any Overconcentration Amount (each determined prior to giving
      effect to the transfer of Eligible Contracts to the Borrower on such
      day).

     

    “Initial
      Term Securitization Differential”
means,
      if (x) UACC or any Affiliate of UACC or the Borrower enters into any asset
      securitization transaction of any sort secured, directly or indirectly, by
      any
      Contract and (y) the initial credit enhancement (stated as a percentage of
      the
      principal balance of the Contracts in such asset securitization transaction)
      for
      the related surety provider or financial guaranty issuer, whether in the form
      of
      subordinated securities, letters of credit, cash reserve or spread account
      or
      otherwise, required by such surety provider or financial guaranty issuer exceeds
      the sum of (i) 100% minus the Initial Advance Rate, (ii) the Minimum Reserve
      Account Percentage minus (iii) 2%, the amount (expressed as a percentage) of
      such excess.

     

    
      
        
        

      

      
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      [**CONFIDENTIAL
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        DOCUMENT]

    

     

     

    “Insolvency
      Event”
means,
      with respect to any Person, (a) the entry of a decree or order for relief
      by a court having jurisdiction in the premises in respect of such Person or
      any
      substantial part of its property in an involuntary case under any applicable
      federal or state bankruptcy, insolvency or other similar law now or hereafter
      in
      effect, or appointing a receiver, liquidator, assignee, custodian, trustee,
      sequestrator or similar official for such Person or for any substantial part
      of
      its property, or ordering the winding-up or liquidation of such Person’s
      affairs, or the commencement of an involuntary case under the federal bankruptcy
      laws, as now or hereinafter in effect, or another present or future federal
      or
      state bankruptcy, insolvency or similar law and such case is not dismissed
      within 60 days; or (b) the commencement by such Person of a voluntary case
      under
      any applicable federal or state bankruptcy, insolvency or other similar law
      now
      or hereafter in effect, or the consent by such Person to the entry of an order
      for relief in an involuntary case under any such law, or the consent by such
      Person to the appointment of or taking possession by a receiver, liquidator,
      assignee, custodian, trustee, sequestrator or similar official for such Person
      or for any substantial part of its property, or the making by such Person of
      any
      general assignment for the benefit of creditors, or the failure by such Person
      generally to pay its debts as such debts become due, or the taking of action
      by
      such Person in furtherance of any of the foregoing.

     

    “Interest
      Expense”
means,
      with respect to any Person, for any period, the amount of interest expense,
      both
      expensed and capitalized, of such Person and its subsidiaries, determined on
      a
      consolidated basis in accordance with GAAP, for such period.

     

    “Interest
      Rate Caps”
shall
      mean the interest rate caps provided pursuant to Cap Agreements by one or more
      Cap Providers to the Administrative/Collateral Agent pursuant to Section
      11.6 which
      shall entitle the Administrative/Collateral Agent to receive monthly payments
      equal to the product of (i) the positive difference, if any, between LIBOR
      Rate in effect for each applicable Interest Accrual Period and a rate per annum
      no greater than 9.0%, (ii) the notional amount of such interest rate cap
      and (iii) the actual number of days in the Interest Accrual Period divided
      by 360.

     

    “Interim
      Distribution Date”
means
      any Business Day, other than a Distribution Date, on which Advances
      are being paid or prepaid.

     

    “Investor”
means
      (i) all Lenders, (ii) all other owners by assignment or participation of an
      Advance and, to the extent of the undivided interests so assigned or
      participated, all Participants (in accordance with Section 16.9), and
      (iii) each Agent and any subsequent holder of a Note (in accordance with
      Section 16.5).

     

    “Lender”
means
      any Noncommitted Lender or Committed Lender, and “Lenders”
means,
      collectively, all Noncommitted Lenders and Committed Lenders.

     

    “LIBOR
      Rate”
shall
      mean, with respect to any Fixed Period, the rate per annum shown on the Reuters
      Screen LIBOR01 Page or any successor page as the rate for United States Dollar
      deposits for a one-month period as of 11:00 a.m., London time, two Business
      Days
      prior to the first day of such Fixed Period; provided
      that in
      the event no such rate is shown, the LIBOR Rate shall be a rate per annum at
      which deposits in Dollars are offered by the principal office of Deutsche Bank
      AG in London, England to prime banks in the London interbank market at 11:00
      A.M. (London time) two Business Days before the first day of such Fixed Period
      for delivery on such first day and for a period equal to such Fixed
      Period.

     

    
      
        
        

      

      
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        DOCUMENT]

    

     

     

    “LIBOR
      Reserve Percentage”
shall
      mean, with respect to any Fixed Period, a percentage (expressed as a decimal)
      equal to the weighted average of the percentages in effect during such Fixed
      Period, as prescribed by the Board of Governors of the Federal Reserve System
      (or any successor thereto) for determining the maximum reserve requirements
      applicable to “Eurocurrency liabilities” pursuant to Regulation D or any
      other applicable regulation of the Federal Reserve Board (or any successor
      thereto) which prescribes reserve requirements applicable to “Eurocurrency
      liabilities” as currently defined in Regulation D.

     

    “Lien”
means
      any security interest, lien, charge, pledge, preference, equity or encumbrance
      of any kind, including tax liens, mechanics’ liens and any liens that attach by
      operation of law.

     

    “Liquidity
      Amount”
shall
      mean, on any determination date, the sum of (a) cash or cash equivalents owned
      by UACC and UPFC and any of their respective subsidiaries on such determination
      date, (b) 80% of the unpledged securities or other obligations issued or
      guaranteed by any agency of the United States government owned by UACC and
      UPFC
      and any of their respective subsidiaries on such determination date and (c)
      the
      excess of the Initial Borrowing Base over the outstanding principal balance
      of
      the Advances on such determination date.

     

    “Maximum
      Loan Amount”
of
      a
      Noncommitted Lender means the aggregate Commitment of the Committed Lenders
      with
      respect to such Noncommitted Lender.

     

    “Minimum
      Liquidity Amount Test”
shall
      be met, on any determination date, if the Liquidity Amount is then, and is
      reasonably expected throughout the then following six-month period to continue
      to be, at least [*], and UACC shall have provided a certification to such effect
      to the Administrative/Collateral Agent, accompanied by a quarterly financial
      forecast for the following two-year period and a reasonably detailed calculation
      of the Liquidity Amount and of compliance with such test.

     

    “Minimum
      Reserve Account Requirement”
means,
      on any date, the greater of (a) the product of 0.25% and the Facility Limit
      on
      such date and (b) the product of the Minimum Reserve Account Percentage and
      the
      Aggregate Outstanding Principal Balance of Eligible Contracts which are
      Transferred Contracts on such date.

     

    “Minimum
      Reserve Account Percentage”
means,
      on any date, 2%

     

    “Monthly
      Delinquency Ratio”
means,
      as of any date, the percentage equivalent of a fraction (a) the numerator of
      which is the Aggregate Outstanding Principal Balance of all Transferred
      Contracts which are Delinquent Contracts (including Contracts with respect
      to
      which the related Financed Vehicle was repossessed) as of such date and (b)
      the
      denominator of which is the Aggregate Outstanding Principal Balance of all
      Transferred Contracts as of such date.

     

    
      
        
        

      

      
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      [**CONFIDENTIAL
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        DOCUMENT]

    

     

     

    “Monthly
      Extension Ratio”
means,
      for any Collection Period, the percentage equivalent of a fraction (a) the
      numerator of which is the Aggregate Outstanding Principal Balance of all
      Transferred Contracts whose payments were extended during the preceding
      Collection Period and (b) the denominator of which is the Aggregate Outstanding
      Principal Balance of all Transferred Contracts as of the last day of the
      preceding Collection Period.

     

    “Monthly
      Net Loss Ratio”
means,
      for any Collection Period, the percentage equivalent of a fraction (a) the
      numerator of which is the product of (i) the Aggregate Outstanding Principal
      Balance of all Transferred Contracts which became Liquidated Contracts during
      such Collection Period less Net Liquidation Proceeds during such Collection
      Period and (ii) 12 and (b) the denominator of which is the Aggregate Outstanding
      Principal Balance of all Transferred Contracts as of the last day of the
      preceding Collection Period.

     

    “Moody’s”
means
      Moody’s Investors Service, Inc., or any successor thereto.

     

    “Net
      Collections”
means
      (i) the sum of all amounts collected on or in respect of the Contracts,
      including Scheduled Contract Payment (whether received in whole or in part,
      whether related to a current, future or prior Due Date, whether paid voluntarily
      by an Obligor or received in connection with the realization of the amounts
      due
      and to become due under any Defaulted Contract or upon the sale of any property
      acquired in respect thereof), all partial prepayments, all full prepayments,
      Recoveries, net insurance proceeds, and the Repurchase Amount for Repurchased
      Contracts but excluding any amounts collected that the Servicer is entitled
      to
      retain.

     

    “Net
      Loss Ratio”
means,
      on any day, the average of the Monthly Net Loss Ratios for the three most
      recently completed Collection Periods.

     

    “Net
      Spread – All-In”
means,
      as of any date, the positive excess (rounded upward to the nearest 0.5%), if
      any, of (a) the product of the weighted average APR of the Eligible Contracts
      on
      such date (after giving effect to any reduction of the APR of any Eligible
      Contract pursuant to the provision of Section 4.01 of the Sale and Servicing
      Agreement) times
      the
      Performing Loan Factor on such date over
      (b) the
      sum of (i)  the Total Expense Percentage plus
      (ii) the
      weighted (on the basis of notional amounts) average strike prices for the
      Interest Rate Caps in effect on such date.

     

    “Net
      Spread — Senior”
means,
      as of any date, the positive excess (rounded upward to the nearest 0.5%), if
      any, of (a) the product of the weighted average APR of the Eligible Contracts
      on
      such date (after giving effect to any reduction of the APR of any Eligible
      Contract pursuant to the provision of Section 4.01 of the Sale and Servicing
      Agreement) times
      the
      Performing Loan Factor on such date over
      (b) the
      sum of (i)  the Total Expense Percentage plus
      (ii)
      3.15%. 

     

    “Noncommitted
      Lender”
means
      each Structured Lender which shall become a party hereto.

     

    “Noncommitted
      Lender Liquidity Arrangement”
means
      each liquidity, credit enhancement or “back-stop” purchase or loan facility for
      a Noncommitted Lender relating to this Agreement.

     

    “Noncommitted
      Percentage”
means,
      for a Noncommitted Lender, such Noncommitted Lender’s Maximum Loan Amount as a
      percentage of the Facility Limit.

     

    
      
        
        

      

      
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    “Note”
means
      the promissory grid note, in the form of Exhibit
      B,
      made
      payable to the order of an Agent, on behalf of the related
      Investors.

     

    “Note
      Register”
has
      the
      meaning set forth in Section
      16.5(a).

     

    “Note
      Registrar”
has
      the
      meaning set forth in Section
      16.5(a).

     

    “Obligations”
means
      all obligations (monetary or otherwise) of the Borrower to the Investors, the
      Agents, the Interest Rate Cap Counterparties, the Custodian, the Backup
      Servicer, CenterOne, the Administrative/Collateral Agent or any other Affected
      Person or Indemnified Party arising under or in connection with this Agreement,
      the Notes and each other Transaction Document.

     

    “Officer’s
      Certificate”
means
      a
      certificate signed by an Executive Officer.

     

    “Official
      Body”
means
      any government or political subdivision or any agency, authority, regulatory
      body, bureau, central bank, commission, department or instrumentality of any
      such government or political subdivision, or any court, tribunal, grand jury
      or
      arbitrator, in each case whether foreign or domestic.

     

    “Opinion
      of Counsel”
means
      a
      written opinion of independent counsel reasonably acceptable in form and
      substance and from counsel acceptable to the Required Lenders.

     

    “Other
      Conveyed Property”
means
      the items transferred to the Borrower pursuant to Section 2.01(a) of the Sale
      and Servicing Agreement other than the Transferred Contracts.

     

    “Overconcentration
      Amount”
means,
      as of any date, the sum, without duplication, of the following:

     

    (a)
      the
      amount, if any, by which the Aggregate Outstanding Principal Balance of all
      Transferred Contracts which are Eligible Contracts which were originated by
      any
      Dealer exceeds 1.00% of the Aggregate Eligible Contracts Balance;

     

    (b)
      the
      amount, if any, by which the Aggregate Outstanding Principal Balance of all
      Transferred Contracts which are Eligible Contracts which were originated by
      Obligors having an address in a particular state exceeds the percentage of
      the
      Aggregate Eligible Contracts Balance set forth opposite the name of such state
      below: 

     

    
      	
              State

            	 	
              Percentage

            	 
	
              California,
                Florida, Texas

            	 	 	
              25

            	
              %

            
	 	 	 	 	 
	
              Illinois,
                Arizona, New York, Ohio, North

            	 	 	
              10

            	
              %

            


    

     

    
      
        
        

      

      
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        DOCUMENT]

    

     

     

    
      	
              Carolina,
                Georgia, Virginia, Pennsylvania 

            	 	 	 	 
	 	 	 	 	 
	
              Indiana,
                Washington, Maryland, Missouri

            	 	 	
              7

            	
              %

            
	 	 	 	 	 
	
              All
                other states

            	 	 	
              5

            	
              %

            


    

     

    (c)
      the
      Aggregate Outstanding Principal Balance, if any, of Transferred Contracts with
      the highest Dealer Discounts which if removed from the Transferred Contracts
      would cause the weighted average Dealer Discount of all remaining Transferred
      Contracts which are Eligible Contracts to be less than 7.5%; 

     

    (d)
      the
      Aggregate Outstanding Principal Balance, if any, of Transferred Contracts with
      the highest Debt/Income Ratios which if removed from the Transferred Contracts
      would cause the weighted average Debt/Income Ratio of all remaining Transferred
      Contracts which are Eligible Contracts to be less than 35%; and

     

    (e)
      the
      Aggregate Outstanding Principal Balance, if any, of Transferred Contracts with
      the highest Payment/Income Ratios which if removed from the Transferred
      Contracts would cause the weighted average Payment/Income Ratio of all remaining
      Transferred Contracts which are Eligible Contracts to be less than 15%;
      and

     

    (f)
      the
      amount, if any, by which the Aggregate Outstanding Principal Balance of all
      Transferred Contracts which are Eligible Contracts which had an original term
      of
      61 months or more exceeds [*] of the Aggregate Eligible Contracts Balance;
      and

     

    (g)
      the
      amount, if any, by which the Aggregate Outstanding Principal Balance of all
      Transferred Contracts which are Eligible Contracts which were originated by
      UABO
      exceeds [*] of the Aggregate Eligible Contracts Balance. 

     

    “Participant”
has
      the
      meaning set forth in Section
      16.9.

     

    “Payment/Income
      Ratio”
means,
      with respect to any Contract, the percentage equivalent of a fraction the
      numerator of which is the aggregate monthly payment due under such Contract
      and
      denominator of which is the related Obligor’s gross income.

     

    “Performing
      Loan Factor”
means,
      on any day, 1 minus
      the most
      recently calculated Monthly Delinquency Ratio.

     

    “Permitted
      Investment”
means,
      at any time:

     

    (a) direct
      interest-bearing obligations of, and interest-bearing obligations guaranteed
      as
      to timely payment of principal and interest by, the United States or any agency
      or instrumentality of the United States, the obligations of which are backed
      by
      the full faith and credit of the United States;

     

    (b) demand
      or
      time deposits in, certificates of deposit of, demand notes of, or bankers’
acceptances issued by any depository institution or trust company organized
      under the laws of the United States or any State thereof (including any federal
      or state branch or agency of a foreign depository institution or trust company)
      and subject to supervision and examination by federal and/or state banking
      authorities (including, if applicable, the Administrative/Collateral Agent
      or
      any agent thereof acting in its commercial capacity); provided
      that the
      short-term unsecured debt obligations of such depository institution or trust
      company at the time of such investment, or contractual commitment providing
      for
      such investment, are rated at least “A-1+” by Standard & Poor’s and “P-1” by
      Moody’s;

     

    
      
        
        

      

      
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    (c) repurchase
      obligations pursuant to a written agreement (i) with respect to any obligation
      described in clause (a) above, where the Administrative/Collateral Agent has
      taken actual or constructive delivery of such obligation in accordance with
      Article IX of this Agreement, and (ii) entered into with (x) DBNY or
      (y) the corporate trust department of a depository institution or trust
      company organized under the laws of the United States or any State thereof,
      the
      deposits of which are insured by the Federal Deposit Insurance Corporation
      and
      the short-term unsecured debt obligations of which are rated at least “A-1+” by
      Standard & Poor’s and “P-1” by Moody’s (including, if applicable, the
      Administrative/Collateral Agent or any agent thereof acting in its commercial
      capacity);

     

    (d) securities
      bearing interest or sold at a discount issued by any corporation incorporated
      under the laws of the United States or any State whose long-term unsecured
      debt
      obligations are assigned one of the two highest long-term ratings by each Rating
      Agency at the time of such investment or contractual commitment providing for
      such investment; provided,
      however,
      that
      securities issued by any particular corporation will not be Permitted
      Investments to the extent that an investment therein will cause the then
      outstanding principal amount of securities issued by such corporation and held
      in the Collection Account, the Cap Funding Reserve Account and the Reserve
      Account to exceed 10% of the value of Permitted Investments held in such
      accounts (with Permitted Investments held in such accounts valued at
      par);

     

    (e) commercial
      paper that (i) is payable in United States dollars and (ii) is rated
      at least “A-1+” by Standard & Poor’s and “P-1” by Moody’s;

     

    (f) units
      of
      money market funds rated in the highest credit rating category by each Rating
      Agency; or

     

    (g) any
      other
      demand or time deposit, obligation, security or investment (including, without
      limitation, a hedging arrangement) as may be acceptable to the Required Lenders,
      as evidenced by a writing to that effect.

     

    Permitted
      Investments may be purchased by or through the Administrative/Collateral Agent
      or any of its Affiliates. All Permitted Investments shall be held in the name
      of
      the Administrative/Collateral Agent. No Permitted Investment shall have an
“r”
highlighter affixed to its Standard & Poor’s rating.

     

    
      
        
        

      

      
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        DOCUMENT]

    

     

     

    “Permitted
      Lien”
means
      (i) the Lien in favor of the Administrative/Collateral Agent for the benefit
      of
      the Secured Parties, (ii) the restrictions on transferability imposed by the
      Transaction Documents and (iii) inchoate Liens for taxes not yet payable and
      mechanics’ or suppliers’ liens for services or materials supplied the payment of
      which is not yet overdue.

     

    “Person”
means
      an individual, partnership, corporation (including a business trust), joint
      stock company, limited liability company, trust, unincorporated association,
      joint venture, government or any agency or political subdivision thereof or
      any
      other entity.

     

    “Portfolio
      Delinquency Ratio”
means,
      on any day, the average of the Portfolio Monthly Delinquency Ratios for the
      three most recently completed Collection Periods. 

     

    “Portfolio
      Monthly Delinquency Ratio”
means,
      for any Collection Period, the percentage equivalent of a fraction (a) the
      numerator of which is the aggregate outstanding Principal Balance of all
      Contracts serviced by the Servicer which became Delinquent Contracts or with
      respect to which the related Financed Vehicle was repossessed during such
      Collection Period and (b) the denominator of which is the aggregate outstanding
      Principal Balance of all Contracts serviced by the Servicer as of the last
      day
      of the preceding Collection Period. 

     

    “Portfolio
      Monthly Loss Ratio”
means,
      for any Collection Period, the percentage equivalent of a fraction (a) the
      numerator of which is the product of (i) the aggregate outstanding Principal
      Balance of all Contracts serviced by the Servicer which became Liquidated
      Contracts during such Collection Period less Net Liquidation Proceeds during
      such Collection Period and (ii) 12 and (b) the denominator of which is the
      aggregate outstanding Principal Balance of all Contracts serviced by the
      Servicer as of the last day of the preceding Collection Period. 

     

    “Portfolio
      Loss Ratio”
means,
      on any day, the average of the Portfolio Monthly Loss Ratios for the three
      most
      recently completed Collection Periods. 

     

    “Purchase
      Date”
means,
      with respect to a Transferred Contract, the date on which such Contract is
      sold
      or contributed to the Borrower pursuant to the Sale and Servicing
      Agreement.

     

    “Qualified
      Substitute Arrangement”
shall
      have the meaning specified in Section
      11.6(d)
      of this
      Agreement.

     

    “Rating
      Agencies”
means
      Standard & Poor’s and Moody’s.

     

    “Record
      Date”
means,
      with respect to any Servicer Report Date or Distribution Date, the last day
      of
      the immediately preceding calendar month.

     

    “Replacement
      Interest Rate Cap”
shall
      mean one or more Interest Rate Caps, which in combination with all other
      Interest Rate Caps then in effect, after giving effect to any planned
      cancellations of any presently outstanding Interest Rate Caps satisfy the
      Borrower’s covenant contained in Section
      11.6
      of this
      Agreement to maintain Interest Rate Caps.

     

    “Repurchased
      Contract”
means,
      with respect to any Collection Period, any Transferred Contract as to which
      the
      Repurchase Amount has been deposited in the Collection Account by or on behalf
      of the Borrower or the Servicer, as applicable, on or before the related
      Servicer Report Date and any Transferred Contract purchased by the Servicer,
      either Seller or UACC pursuant to the Sale and Servicing Agreement as to which
      the Repurchase Amount has been deposited in the Collection Account by or on
      behalf of the Servicer, either Seller or UACC, as the case may be.

     

    
      
        
        

      

      
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        DOCUMENT]

    

     

     

    “Required
      Interest Rate Caps Notional Amount”
shall
      mean, with respect to any date of determination, the outstanding principal
      amount of the Advances on such date of determination.

     

    “Required
      Lenders”
means,
      at any time, (a) Noncommitted Lenders holding Advances aggregating at least
      66-2/3% of all Advances then owing to Noncommitted Lenders, and
      (b) Committed Lenders having Commitments or, if no Commitments are in
      effect, Advances, aggregating at least 66-2/3% of the Total Commitment or
      Advances owing to Committed Lenders (as the case may be).

     

    “Required
      Reserve Account Amount”
means,
      on any date, the sum of (a) the Minimum Reserve Account Requirement and (b)
      the
      Additional Reserve Account Requirement.

     

    “Reserve
      Account”
means
      the account designated as the Reserve Account in, and which is established
      and
      maintained pursuant to, Section
      9.1(a).

     

    “Residual
      Financing Agreement”
means
      the Credit Agreement among the Borrower and UPFC Auto Receivables Corp., as
      Borrowers, UPFC and UACC, as Contingent Obligors, the Lenders parties thereto,
      Deutsche Bank Trust Company Americas, as Administrative Agent, Deutsche Bank
      AG,
      New York Branch, as Agent, and the other Agents parties thereto, as the same
      may
      from time to time amended, supplemented or otherwise modified.

     

    “Responsible
      Officer”
means,
      with respect to any Person that is not an individual, the President, any
      Vice-President or Assistant Vice-President or the Controller of such Person,
      or
      any other officer or employee having similar functions.

     

    “RF
      Debt”
means
      the Indebtedness outstanding under the Residual Financing
      Agreement.

     

    “Sale
      and Servicing Agreement”
means
      the Amended and Restated Sale and Servicing Agreement, dated as of October
      18,
      2007, by and among the Borrower, the Sellers, the Custodian and the
      Servicer.

     

    “Scheduled
      Facility Termination Date”
means
      October 16, 2008 or such later date to which the Scheduled Facility Termination
      Date may be extended, if extended, pursuant to Section 2.7. 

     

    “Secured
      Parties”
means,
      collectively, each Agent, each Lender, the Administrative/Collateral Agent,
      each
      other Affected Person and their respective successors and assigns.

     

    “Servicer”
means
      UACC or, as applicable, any successor servicer appointed pursuant to the Sale
      and Servicing Agreement.

     

    
      
        
        

      

      
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      [**CONFIDENTIAL
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        DOCUMENT]

    

     

     

    “Servicing
      Fee”
means,
      with respect to any Distribution Date, the fee payable to the Servicer for
      services rendered during the related Collection Period, which shall be equal
      to
      one-twelfth of the Servicing Fee Percentage multiplied by the average Aggregate
      Outstanding Principal Balance of Transferred Contracts for each day during
      the
      related Collection Period and, with respect to any successor Servicer, the
      greater of (i) $5,000 per Collection Period and (ii) the aggregate for each
      Contract of the greater of (a) 3.00% times the Outstanding Principal Balance
      of
      that Contract as of the opening of business on the first day of such Collection
      Period times one twelfth and (b) $15.00 plus all expenses reimbursable to such
      successor Servicer pursuant to the Backup Servicer Fee Letter or this Agreement.
      

     

    “Servicing
      Fee Percentage”
means
      3.0%, or, following a Servicer Default, such higher rate as may be payable
      at
      such time to a successor Servicer.

     

    “Settlement
      Date”
means,
      with respect to any Advance, (x) each Distribution Date or (y) the date on
      which
      the Borrower shall prepay such Advance pursuant to Section
      2.6
      hereof.

     

    “SL
      Affected Party”
has
      the
      meaning set forth in Section
      3.3(c).

     

    “Standard
      & Poor’s”
means
      Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies,
      Inc., or any successor thereto.

     

    “Stated
      Facility Termination Date”
means
      March 31, 2010.

     

    “Structured
      Lender”
shall
      mean any Person whose principal business consists of issuing commercial paper,
      medium term notes or other securities to fund its acquisition and maintenance
      of
      receivables, accounts, instruments, chattel paper, general intangibles and
      other
      similar assets or interests therein and which is required by any nationally
      recognized statistical rating organization which is rating such securities
      to
      obtain from its principal debtors an agreement such as that set forth in
Section 18.11(a)
      of this
      Agreement in order to maintain such rating.

     

    “Subordinate
      Servicing Fee”
means,
      with respect to any Distribution Date and with respect to any successor
      Servicer, the excess, if any, of the Servicing Fee calculated using $20.00
      in
      clause (ii)(b) of the definition thereof over the Servicing Fee calculated
      using
      $15.00 in clause (ii)(b) thereof. 

     

    “Subsequent
      Term Securitization Differential”
means,
      if (x) UACC or any Affiliate of UACC or the Borrower enters into any asset
      securitization transaction of any sort secured, directly or indirectly, by
      any
      Contract and (y) in connection with agreeing to any waiver or amendment to
      the
      transaction documents relating to such asset securitization, the related surety
      provider or financial guaranty issuer receives any additional credit enhancement
      (stated as a percentage of the principal balance of the Contracts in such asset
      securitization transaction) whether in the form of subordinated securities,
      letters of credit, cash reserve or spread account or otherwise, the amount
      (expressed as a percentage) of such additional credit enhancement.

     

    
      
        
        

      

      
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    “Subsidiary”
means,
      with respect to any Person, a corporation of which such Person and/or its other
      Subsidiaries own, directly or indirectly, such number of outstanding shares
      as
      have more than 50% of the ordinary voting power for the election of
      directors.

     

    “Support
      Facility”
shall
      mean any liquidity or credit support agreement with a Noncommitted Lender which
      relates to this Agreement (including any agreement to purchase an assignment
      of
      or participation in Notes).

     

    “Support
      Party”
shall
      mean any other bank, insurance company or other financial institution extending
      or having a commitment to extend funds to or for the account of a Noncommitted
      Lender (including by agreement to purchase an assignment of or participation
      in
      Notes) under a Support Facility. Each Committed Lender for a Noncommitted Lender
      shall be deemed to be a Support Party for such Noncommitted Lender.

     

    “Tangible
      Net Worth”
means,
      with respect to any Person, the net worth of such Person calculated in
      accordance with GAAP after subtracting therefrom the aggregate amount of such
      Person’s intangible assets, including, without limitation, goodwill, franchises,
      licenses, patents, trademarks, tradenames, copyrights and service
      marks.

     

    “Take-Out
      Securitization”
means
      (i) a financing transaction of any sort undertaken by any Affiliate of UACC
      or
      the Borrower secured, directly or indirectly, by any Contract which was a
      Transferred Contract prior to such transaction or (ii) any UACC or other asset
      securitization, secured loans, whole loan sale or similar transactions involving
      any Contract which was a Transferred Contract prior to such transaction or
      any
      beneficial interest therein.

     

    “Target
      Advance Rate”
means,
      on any day, [*].

     

    “Target
      Borrowing Base”
means,
      on any day, the product of (1) the Target Advance Rate and (2) the sum of (i)
      the Aggregate Eligible Contracts Balance as of such day less any
      Overconcentration Amount, plus
      (ii) the
      amount on deposit in the Collection Account which represents principal
      collections on Transferred Contracts as of such day (other than, if such day
      is
      a Distribution Date, any such principal collections to be included in the Amount
      Available on such day).

     

    “Taxes”
has
      the
      meaning set forth in Section
      5.1(b).

     

    “Total
      Commitment”
means
      the aggregate of the Commitments of all Committed Lenders.

     

    “Total
      Expense Percentage”
means,
      as of any date, the sum of (a) the Servicing Fee Percentage plus
      (b) the
“Program Fee Rate” (as defined in the Fee Letter) plus
      (c) the
“Usage Fee Rate” (as defined in the Fee Letter) plus
      (d) to
      the extent that Custodian is not an Affiliate of the Borrower, the rate at
      which
      fees due to the Custodian under the Custodian Fee Letter accrue, (if calculated
      on the basis of the outstanding amount of Contracts) plus
      (e) the
      rate at which fees and expenses due to the Backup Servicer under the Backup
      Servicer Letter accrue (if calculated on the basis of the outstanding amount
      of
      Contracts) plus
      (f) the
      rate at which fees due to the Administrative/Collateral Agent under the
      Administrative/Collateral Agent Fee Letter accrue (if calculated on the basis
      of
      the outstanding amount of Contracts).

     

    
      
        
        

      

      
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    “Transaction
      Documents”
means
      this Agreement, the Notes, the Fee Letter, the Sale and Servicing Agreement,
      the
      Intercreditor Agreement, each Interest Rate Cap and the other documents to
      be
      executed and delivered in connection with this Agreement.

     

    “Transferred
      Contract”
means
      each Contract which appears on any Schedule of Contracts at any time hereafter
      submitted to the Borrower pursuant to the Sale and Servicing Agreement, whether
      purchased by the Borrower or contributed to the capital of the Borrower. Once
      a
      Contract appears on any such Schedule of Contracts it shall remain a Transferred
      Contract; provided,
      however,
      that
      any Contract that is released from the Lien granted to the
      Administrative/Collateral Agent for the benefit of the Secured Parties pursuant
      hereto shall not be a “Transferred
      Contract”
after
      such Contract is so released.

     

    “Transfer
      Request”
has
      the
      meaning set forth in Section
      13.4.

     

    “UACC”
has
      the
      meaning set forth in the Preamble.

     

    “UABO”
has
      the
      meaning set forth in the Preamble.

     

    “UCC”
means
      the Uniform Commercial Code as from time to time in effect in the applicable
      jurisdiction or jurisdictions.

     

    “Unmatured
      Facility Termination Event”
means
      any event that, if it continues uncured, will, with lapse of time or notice
      or
      lapse of time and notice, constitute a Facility Termination Event.

     

    “UPFC”
has
      the
      meaning set forth in the Preamble.

     

    “Walk-In
      Payment Percentage”
means,
      with respect to any Collection Period, the percentage equivalent of a fraction
      the numerator of which is the amount of Net Collections received in cash by
      the
      Servicer at its offices (as opposed to by mail) during such Collection Period
      and the denominator of which is the amount of Net Collections deposited in
      Collection Account by the Servicer during such Collection Period.

     

    “Walk-In
      Payment Ratio”
means,
      on any day, the average of the Walk-In Payment Percentages for the three most
      recently completed Collection Periods.

     

    “written”
or
      “in
      writing”
(and
      other variations thereof) means any form of written communication or a
      communication by means of telex, telecopier device, telegraph or
      cable.

     

    “Yield”
means,
      with respect to any period, the daily interest accrued on Advances during such
      period as provided for in Article III.

     

    SECTION
      1.2. Other
      Definitional Provisions.
      (a)  Unless otherwise specified therein, all terms defined in this
      Agreement have the meanings as so defined herein when used in the Notes or
      any
      other Transaction Document, certificate, report or other document made or
      delivered pursuant hereto.

     

    
      
        
        

      

      
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    (b) Each
      term
      defined in the singular form in Section 1.1
      or
      elsewhere in this Agreement shall mean the plural thereof when the plural form
      of such term is used in this Agreement, the Notes or any other Transaction
      Document, certificate, report or other document made or delivered pursuant
      hereto, and each term defined in the plural form in Section
      1.1
      shall
      mean the singular thereof when the singular form of such term is used herein
      or
      therein.

     

    (c) The
      words
“hereof,” “herein,” “hereunder” and similar terms when used in this Agreement
      shall refer to this agreement as a whole and not to any particular provision
      of
      this Agreement, and article, section, subsection, schedule and exhibit
      references herein are references to articles, sections, subsections, schedules
      and exhibits to this Agreement unless otherwise specified.

     

    (d) The
      following terms which are defined in the Uniform Commercial Code in effect
      in
      the State of New York on the date hereof are used herein as so defined:
      Accounts, Chattel Paper, Documents, Equipment, General Intangibles, Instruments,
      Inventory, Investment Property and Proceeds.

     

    (e) For
      the
      avoidance of doubt, on each date on which the Aggregate Eligible Contracts
      Balance, the Initial Borrowing Base or the Target Borrowing Base is required
      to
      be calculated by the Borrower, the Servicer, the Lenders or the Agents
      hereunder, the eligibility of each of the Transferred Contracts shall be
      redetermined as of such calculation date (i.e., each reference to a Closing
      Date
      in Section 3.01(b) of the Sale and Servicing Agreement shall be deemed to be
      a
      reference to the date of calculation) and, as a consequence thereof, Contracts
      that were Eligible Contracts on the related Closing Date may be excluded from
      the Aggregate Eligible Contracts Balance, the Initial Borrowing Base or the
      Target Borrowing Base (as the case may be) on the date of calculation.


     

    (f) Capitalized
      terms used herein but not otherwise defined shall have the meanings set forth
      in
      the Sale and Servicing Agreement. 

     

    ARTICLE
      II

     

    THE
      FACILITY, ADVANCE PROCEDURES AND NOTE

     

    SECTION
      2.1. Facility.
      On the
      terms and subject to the conditions set forth in this Agreement, each
      Noncommitted Lender may, in its sole discretion, make Advances (to the extent
      of
      its Available Commitment Amount) to the Borrower on a revolving basis from
      time
      to time during the period commencing on the Effective Date and ending on the
      Facility Termination Date, in each case in such amounts as may be requested
      by
      the Borrower pursuant to Section
      2.2.
      If on
      any day there shall be more than one Noncommitted Lender, any Advance requested
      by the Borrower on such day shall be allocated among the Noncommitted Lenders
      pro rata
      on the
      basis of their respective Noncommitted Percentages and each Noncommitted Lender
      may, in its sole and absolute discretion, determine whether to make an Advance
      in its allocated amount. If a Noncommitted
      Lender elects not to make a requested Advance, each of the Committed Lenders
      with respect to such Noncommitted Lender shall make Advances (in an aggregate
      amount equal to the requested Advance) to the Borrower (to the extent of the
      unutilized Commitment of each such Committed Lender and pro rata
      among
      such Committed Lenders in accordance with their respective Adjusted Commitment
      Percentages) on a revolving basis from time to time during the period commencing
      on the Effective Date and ending on the Facility Termination Date. The lending
      arrangement made available to the Borrower pursuant to the preceding sentences
      of this Section
      2.1
      is
      herein called the “Facility”.
      The
      aggregate principal amount of all Advances from time to time outstanding
      hereunder shall not exceed the lesser of (a) the Facility Limit and (b) the
      Initial Borrowing Base. In addition, under no circumstances shall any Lender
      make any Advance if after giving effect thereto the aggregate outstanding
      principal balance of all Advances owing to such Lender would exceed (i) if
      such
      Lender is a Noncommitted Lender, its Maximum Loan Amount or (ii) if such Lender
      is a Committed Lender, its applicable Commitment. Within the limits of the
      Facility, the Borrower may borrow, prepay and reborrow under this Section
      2.1.
      No
      additional Advances may be made if the Backup Servicer shall be acting as
      Servicer.

     

    
      
        
        

      

      
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    SECTION
      2.2. Advance
      Procedures.
      The
      Borrower may request an Advance hereunder by giving notice to the
      Administrative/Collateral Agent of a proposed Advance not later than 1:00 P.M.,
      New York time, three Business Days prior to the proposed date of such Advance.
      Each such notice (herein called an “Advance
      Request”)
      shall
      be in the form of Exhibit
      A
      and
      shall include the date and amount of such proposed Advance and the Schedule
      of
      Contracts setting forth the information required therein with respect to the
      Contracts, if any, to be acquired by the Borrower on the date such Advance
      is
      requested to be made. No more than two Advance Requests may be made in any
      calendar week. Any Advance Request given by the Borrower pursuant to this
Section
      2.2
      shall be
      irrevocable and binding on the Borrower. The Administrative/Collateral Agent
      shall promptly forward a copy of each Advance Request received by it to each
      Agent and each Lender. The Administrative/Collateral Agent shall have no
      obligation to lend funds hereunder.

     

    Each
      Noncommitted Lender shall notify the Agent for its Lender Group by 10:00 a.m.,
      New York City time, on the applicable requested date of Advance whether it
      has
      elected to make the Advance requested of it pursuant to the preceding paragraph.
      In the event that a Noncommitted Lender shall not have timely provided such
      notice, such Noncommitted Lender shall be deemed to have elected not to make
      such Advance. Such Agent shall notify each Committed Lender for such
      Noncommitted Lender on or prior to 11:00 a.m., New York City time, on the
      applicable requested date of Advance if such Noncommitted Lender has not elected
      to advance its entire Noncommitted Percentage of the Advance requested, which
      notice shall specify (i) the identity of such Noncommitted Lender, (ii) the
      portion of the Advance which such Noncommitted Lender has not elected to advance
      as provided above, and (iii) the respective Adjusted Commitment Percentages
      of
      such Committed Lenders on such requested date of Advance (as determined by
      such
      Agent in good faith; for purposes of such determination, such Agent shall be
      entitled to rely conclusively on the most recent information provided by such
      Noncommitted Lender or its agent or by the agent for its Support Parties).
      Subject to receiving such notice and to the satisfaction of the applicable
      conditions set forth in Article VI hereof, each of
      such
      Noncommitted Lender’s Committed Lenders shall make a loan on the applicable
      requested date of Advance in an amount equal to its Adjusted Commitment
      Percentage of the portion of the Advance which such Noncommitted Lender has
      not
      elected to advance, in an amount equal to its share of the Advance so
      loaned.

     

    
      
        
        

      

      
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    SECTION
      2.3. Funding.
      Subject
      to the satisfaction, in the determination of the Lenders, of the conditions
      precedent set forth in Article
      VII
      with
      respect to such Advance, each Lender’s portion of the requested Advance payable
      pursuant to Section 2.2 of this Agreement shall be made available to the
      Administrative/Collateral Agent at or prior to 2:00 p.m., New York City time,
      on
      the requested date of Advance, by deposit of immediately available funds to
      the
      Administrative/Collateral Agent’s Account. Subject to the satisfaction, in the
      determination of the Lenders, of the conditions precedent set forth in
Article
      VII
      with
      respect to such Advance (as evidenced by the advancing of such funds by the
      Lenders) and the Administrative/Collateral Agent’s receipt of such funds, the
      Administrative/Collateral Agent shall make the proceeds of such requested
      Advance available as follows: first,
      to the
      extent the amount on deposit in the Reserve Account is less than the Required
      Reserve Account Amount (computed by the Borrower (as set forth in the related
      Advance Request) after giving effect to the proposed Advance and to the transfer
      to the Borrower of any Contracts to be transferred to it by the Sellers on
      such
      date) on the proposed date of the Advance, an amount equal to such deficiency
      shall be deposited in the Reserve Account (by wire to account no. 01-419647
      maintained at Deutsche Bank Trust Company Americas (ABA #021-001-033),
      referencing UPFC Reserve Acct 43045, with telephone notice (including wire
      number) to Tara Richards/Peter Becker, telephone 212-250-5996); second,
      to the
      extent the amount on deposit in the Cap Funding Reserve Account is less than
      the
      Cap Funding Reserve Account Requirement (computed after giving effect to the
      proposed Advance and to the transfer to the Borrower of any Contracts to be
      transferred to it by the Sellers on such date) on the proposed date of the
      Advance, an amount equal to such deficiency shall be deposited in the Cap
      Funding Reserve Account (by wire to account no. 01-419647 maintained at
      Deutsche Bank Trust Company Americas (ABA #021-001-033), referencing UPFC Cap
      Funding Reserve Acct 43046, with telephone notice (including wire number) to
      Tara Richards/Peter Becker, telephone 212-250-5996); third,
      to pay
      any upfront cost of acquiring any Interest Rate Cap; fourth,
      to pay
      any fees and expenses due to the Lenders or the Agents on the date of such
      Advance; and fifth,
      all
      amounts of the proposed Advance in excess of the amounts distributed pursuant
      to
first,
      second,
      third
      and
fourth
      above
      shall be made available to the Borrower by deposit to such account as may be
      designated by the Borrower (in a written notice received by the
      Administrative/Collateral Agent at least one Business Day prior to the date
      of
      such Advance) in same day funds no later than 3:00 p.m., New York City time,
      on
      the date of such Advance.

     

    In
      the
      event that notwithstanding the fulfillment of the applicable conditions set
      forth in Article VII hereof with respect to an Advance, a Noncommitted
      Lender elected to make an Advance but failed to make its portion thereof
      available to the Administrative/Collateral Agent when required pursuant to
      the
      preceding paragraph, such Noncommitted Lender shall be deemed to have rescinded
      its election to make such advance, and neither the Borrower nor any other party
      shall have any claim against such Noncommitted Lender by reason of its failure
      to timely make such advance. In any such case, the Administrative/Collateral
      Agent shall give notice of such failure not later than 2:30 p.m., New York
      City time, on the requested date of Advance to each Committed Lender for
      such Noncommitted Lender and to the Agent for its Lender Group, the Borrower
      and
      the Servicer, which notice shall specify (i) the identity of such Noncommitted
      Lender, (ii) the amount of the advance which it had elected but failed to make
      and (iii) the respective Adjusted Commitment Percentages of such Committed
      Lenders on such date (as determined by the related Agent). Subject to receiving
      such notice, each of such Noncommitted Lender’s Committed Lenders shall lend a
      portion of the requested Advance in an amount equal to its Adjusted Commitment
      Percentage of the amount described in clause (ii) above at or before
      4:00 p.m., New York City time, on such date and otherwise in
      accordance with this Section 2.3. Subject to the Administrative/Collateral
      Agent’s receipt of such funds, the Administrative/Collateral Agent will not
      later than 5:00 p.m., New York City time, on such date make such funds
      available in accordance with the provisions of the preceding
      paragraph.

     

    
      
        
        

      

      
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    SECTION
      2.4. Notes.
      All
      Advances by the Lenders in a Lender Group shall be further evidenced by a Note,
      executed by the Borrower, with appropriate insertions, payable to the order
      of
      the Agent for such Lender Group. The Borrower hereby irrevocably authorizes
      each
      Agent to make (or cause to be made) appropriate notations on the grid attached
      to the Notes (or on any continuation of such grid, or at such Agent’s option, in
      its records), which notations, if made, shall evidence, inter alia,
      the
      date of the outstanding principal of the Advances evidenced thereby and each
      payment of principal thereon. Such notations shall be rebuttably presumptive
      evidence of the subject matter thereof absent manifest error; provided,
      however,
      that
      the failure to make any such notations shall not limit or otherwise affect
      any
      of the Obligations or any payment thereon.

     

    SECTION
      2.5. Reductions
      of Commitments.

     

    (a) At
      any
      time the Borrower may, upon at least five Business Days’ prior written notice to
      the Administrative/Collateral Agent, reduce the Total Commitment in whole or
      in
      part. Each partial reduction shall be in an aggregate amount of $25,000,000
      or
      integral multiples of $5,000,000 in excess thereof (or such other amount
      requested by the Borrower to which the Administrative/Collateral Agent
      consents). Reductions of the aggregate Commitments pursuant to this
      subsection 2.5(a) of this Agreement shall be allocated (i) to the Maximum
      Loan Amount of each Noncommitted Lender, pro rata
      based on
      the Noncommitted Percentage represented by such Maximum Loan Amount, and (ii)
      to
      the aggregate Commitments of Committed Lenders for each Noncommitted Lender
      pro rata
      based on
      their respective Adjusted Commitment Percentages. The Administrative/Collateral
      Agent shall promptly deliver a copy of any such notice to each Agent and each
      Lender. 

     

    (b) On
      the
      Facility Termination Date, the Commitment of each Lender shall be automatically
      reduced to zero. 

     

    SECTION
      2.6. Repayments
      and Prepayments.
      The
      Borrower shall repay in full the unpaid principal amount of each Advance on
      the
      Scheduled Facility Termination Date. Prior thereto, the Borrower:

     

    
      
        
        

      

      
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    (a) may,
      from
      time to time on any Business Day, make a prepayment, in whole or in part, of
      the
      outstanding principal amount of any Advance; provided,
      however,
      that

     

    (i) all
      such
      voluntary prepayments shall require at least three Business Days’ prior written
      notice to the Administrative/Collateral Agent; and

     

    (ii) all
      such
      voluntary partial prepayments shall be in a minimum amount of $5,000,000 and
      an
      integral multiple of $1,000,000;

     

    (b) shall,
      on
      each date when the outstanding amount of Advances exceeds the Initial Borrowing
      Base, make a prepayment of the Advances in an amount equal to such
      excess;

     

    (c) shall,
      immediately upon any acceleration of the maturity date of any Advance pursuant
      to Section
      14.2,
      repay
      all Advances, unless, pursuant to Section
      14.2(a),
      only a
      portion of all Advances is so accelerated, in which event the Borrower shall
      repay the accelerated portion of the Advances; and

     

    (d) shall,
      on
      the date the Borrower receives any net proceeds from any Take-Out
      Securitization, make a prepayment of the Advances in an amount substantially
      equal to such net proceeds or, if less, the total outstanding amount of
      Advances.

     

    Each
      such
      prepayment shall be subject to the payment of any amounts required by
Section
      6.2
      resulting from a prepayment or payment of an Advance prior to the end of the
      Fixed Period with respect thereto.

     

    SECTION
      2.7. Extension
      of Facility.
      On any
      day in January, May and September of each year (a “Renewal Request Date”),
      commencing January 2006, which is at least four months after the previous
      Renewal Request Date, the Borrower may request (in a written notice delivered
      to
      the Administrative/Collateral Agent) that the Lenders extend the Scheduled
      Facility Termination Date to the date set forth in that request to extend,
      provided however, no extension shall be to a date that is later than 364 days
      from the date of that request to extend. The Scheduled Facility Termination
      Date
      shall be extended accordingly if the Administrative/Collateral Agent (acting
      pursuant to the written instructions of all the Lenders, which instructions
      may
      be given or withheld in their sole and absolute discretion) notifies the
      Borrower (who shall notify the Backup Servicer) that the then-current Scheduled
      Facility Termination Date shall be so extended. If any Lender instructs the
      Administrative/Collateral Agent not to extend such date or fails to give the
      Administrative/Collateral Agent any instruction with respect to any such request
      within 10 Business Days after receipt of the related request, the
      Administrative/Collateral Agent shall notify the Borrower that the Lenders
      have
      declined the request of the Borrower and the Scheduled Facility Termination
      Date
      shall not be so extended. 

     

    
      
        
        

      

      
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    ARTICLE
      III

     

    YIELD,
      FEES, ETC.

     

    SECTION
      3.1. Yield.
      The
      Borrower hereby promises to pay Yield on the unpaid principal amount of each
      Advance (or each portion thereof) for the period commencing on the date of
      such
      Advance until such Advance is paid in full. No provision of this Agreement
      or
      the Notes shall require the payment or permit the collection of Yield in excess
      of the maximum permitted by applicable law.

     

    SECTION
      3.2. Yield
      Payment Dates.
      Yield
      accrued on each Advance shall be payable, without duplication:

     

    (a) on
      the
      Facility Termination Date;

     

    (b) on
      the
      date of any payment or prepayment, in whole or in part, of principal outstanding
      on such Advance; and

     

    (c) on
      each
      Distribution Date; provided
      that
      Yield relating to such Advance may also be payable, at the option of the
      Borrower, on an Interim Distribution Date selected (upon not less than two
      Business Days’ prior written notice to the Administrative/Collateral Agent) by
      the Borrower.

     

    SECTION
      3.3. Yield
      Calculation.
      (a)
      Interest shall accrue on the Advances during each Accrual Period at the
      following rates: 

     

    (i) Each
      Noncommitted Lender’s portion of each Advance shall bear interest on each day
      during each Accrual Period at a rate per annum equal to such Noncommitted
      Lender’s Commercial Paper Rate for such day, except as otherwise provided in
      clause (ii) below. 

     

    (ii) If
      and to
      the extent that, and only for so long as, a Noncommitted Lender at any time
      determines in good faith that it is unable to raise or is precluded or
      prohibited from raising, or that it is not advisable to raise, funds through
      the
      issuance of commercial paper notes in the commercial paper market of the United
      States to finance its making or maintenance of its portion of any Advance or
      any
      portion thereof (which determination may be based on any allocation method
      employed in good faith by such Noncommitted Lender), including by reason of
      market conditions or by reason of insufficient availability under any of its
      Support Facilities or the downgrading of any of its Support Parties, upon notice
      from such Noncommitted Lender to the Agent for its Lender Group and the
      Administrative/Collateral Agent, such Noncommitted Lender’s portion of such
      Advance shall bear interest at a rate per annum equal to the Alternative Rate,
      rather than as otherwise determined pursuant to clause (i) above. 

     

    (iii) Each
      Committed Lender’s portion of each Advance shall bear interest for each Accrual
      Period at a rate per annum equal to the Alternative Rate. 

     

    Notwithstanding
      clauses (i), (ii) and (iii) above, after the date any principal amount of any
      Advance is due and payable (whether on the Facility Termination Date, upon
      acceleration or otherwise) or after any other monetary obligation of the
      Borrower or the Servicer (only
      if
      UACC is the Servicer) arising under this Agreement shall become due and payable,
      the Borrower or the Servicer (only if UACC is the Servicer), as the case may
      be,
      shall pay (to the extent permitted by law, if in respect of any unpaid amounts
      representing Yield) Yield (after as well as before judgment) on such amounts,
      payable on demand, at a rate per annum
      equal to
      the Default Rate. 

     

    
      
        
        

      

      
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    (b) If
      (A)
      the consolidation of the assets and liabilities of a Noncommitted Lender which
      is a Structured Lender on the balance sheet of an administrator, manager, credit
      or liquidity enhancer or similar party with respect to such Lender or any
      Affiliate of such administrator, manager, credit or liquidity enhancer or
      similar party (each, an “SL
      Affected Party”)
      shall
      be required, or capital shall be required to be maintained with respect thereto
      under any capital requirements as if such assets were owned by such SL Affected
      Party, by the Securities and Exchange Commission, any banking regulatory
      authority or any other domestic or foreign governmental authority having
      jurisdiction over such SL Affected Party, or (B) the independent auditors for
      a
      SL Affected Party shall have advised such SL Affected Party in writing that
      in
      their opinion such consolidation is required under GAAP or applicable law,
      rule
      or regulations, then, upon notice by such Lender to the Borrower and the related
      Agent, such Lender’s Advances shall bear interest at a rate per annum equal to
      the Alternative Rate, rather than as otherwise determined pursuant to clause
      (a)
      above.

     

    SECTION
      3.4. Fees.
      The
      Borrower agrees to pay to the Administrative/Collateral Agent, on behalf of
      itself, the Agents, the Support Parties and the Lenders, certain fees in the
      amounts and on the dates set forth in the letter agreement among the
      Administrative/Collateral Agent, the Borrower and UACC, dated as of the date
      hereof (as the same may be amended, supplemented or otherwise modified, the
      “Fee
      Letter”).
      Fees
      accrued on each Advance shall be payable, without duplication, on the date
      of
      any payment or prepayment, in whole or in part, of principal outstanding on
      such
      Advance. If UACC is not acting as Custodian, the Borrower agrees to pay to
      the
      Custodian certain fees in the amounts and on the dates set forth in the
      Custodian Fee Letter. 

     

    SECTION
      3.5. Computation
      of Yield and Fees.
      All
      Yield and Fees shall be computed on the basis of the actual number of days
      (including the first day but excluding the last day) occurring during the period
      for which such Yield or fee is payable over a year comprised of 360 days (or,
      in
      the case of Yield on an Advance bearing Yield on the basis of the Alternate
      Base
      Rate, 365 days or, if appropriate, 366 days). The Agent for each Purchaser
      Group
      shall notify the Administrative/Collateral Agent, the Borrower and the Servicer
      of the Yield and Fees accrued one Business Day prior to each Distribution Date
      and from time to time upon request of the Administrative/Collateral Agent,
      the
      Borrower or Servicer.

     

    
      
        
        

      

      
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    ARTICLE
      IV

     

    GUARANTY

     

    SECTION
      4.1. Guaranty
      of Payment and Performance.
      The
      Guarantor hereby guarantees to the Administrative/Collateral Agent (on behalf
      of
      the Agents and the Lenders) the payment and performance, of all liabilities,
      agreements and other obligations of each of UACC, the Sellers and the Servicer
      to the Administrative/Collateral Agent, each Agent, and each of the Lenders
      under the Transaction Documents, whether direct or indirect, absolute or
      contingent, due or to become due, secured or unsecured, now existing or
      hereafter arising or acquired excluding, however, the payment of the Advances
      and Fees and Yield thereon (such non-excluded obligations, collectively, the
      “Guaranteed
      Obligations”).
      The
      guaranty provided hereunder is an absolute, unconditional and irrevocable
      guaranty of the full and punctual payment and performance of the Guaranteed
      Obligations and not of their collectibility only and is in no way conditioned
      upon any requirement that the Administrative/Collateral Agent, any Agent or
      any
      Lender first attempt to collect any of the Guaranteed Obligations from UACC,
      the
      Sellers or the Servicer or resort to any security or other means of obtaining
      their payment. Should UACC, a Seller or the Servicer default in the payment
      or
      performance of any of the Guaranteed Obligations, the obligations with respect
      to the payment or performance in default of the Guarantor hereunder shall become
      immediately due and payable to the Administrative/Collateral Agent (on behalf
      of
      the Agents and the Lenders), without demand or notice of any nature, all of
      which are expressly waived by the Guarantor. Payments by the Guarantor hereunder
      may be required by the Administrative/Collateral Agent (on behalf of the Agents
      and the Lenders), acting at the direction of the Required Lenders, on any number
      of occasions.

     

    SECTION
      4.2. Agreement
      to Pay Expenses.
      The
      Guarantor agrees, as the principal obligor and not as a guarantor only, to
      pay
      to the Administrative/Collateral Agent, on demand, all reasonable costs and
      expenses (including court costs and reasonable legal expenses) incurred or
      expended by the Administrative/Collateral Agent in connection with enforcement
      of the obligations of any of the Guarantor under this Article IV from the time
      such amounts become due until payment, at the rate per annum equal to 2% plus
      the Alternate Base Rate in effect from time to time; provided
      that, if
      such interest exceeds the maximum amount permitted to be paid under applicable
      law, then such interest shall be reduced to such maximum permitted
      amount.

     

    SECTION
      4.3. Unenforceability
      of Guaranteed Obligations Against UACC, the Sellers or the
      Servicer.
      If for
      any reason UACC, either Seller or the Servicer has no legal existence or is
      under no legal obligation to discharge any of the Guaranteed Obligations, or
      if
      any of the Guaranteed Obligations have become irrecoverable from UACC, either
      Seller or the Servicer by operation of law or for any other reason, the guaranty
      and the primary payment obligation provided under this Article
      IV
      shall
      nevertheless be binding on the Guarantor to the same extent as if the Guarantor
      at all times had been the principal obligor on all such Guaranteed Obligations.
      In the event that acceleration of the time for payment of the Guaranteed
      Obligations is stayed upon the insolvency, bankruptcy or reorganization of
      UACC,
      either Seller or the Servicer, or for any other reason, all such amounts
      otherwise subject to acceleration under the terms of any agreement evidencing,
      securing or otherwise executed in connection with any Guaranteed Obligation
      (including this Agreement) shall be immediately due and payable by the
      Guarantor.

     

    SECTION
      4.4. Waiver
      of Subrogation.
      Until
      the termination hereof and the payment and performance in full of all Guaranteed
      Obligations and payment in full of the principal of, and interest on, the
      Advances, the Guarantor shall not exercise any rights against UACC, the Sellers
      or the Servicer arising as a result of payment by the Guarantor under this
      Article
      IV,
      by way
      of subrogation or otherwise, and will not prove any claim in competition with
      the Administrative/Collateral
      Agent, the Agents or the Lenders in respect of any payment hereunder in
      bankruptcy or insolvency proceedings of any nature; the Guarantor will not
      claim
      any set-off or counterclaim against UACC, the Sellers or the Servicer in respect
      of any liability of the Guarantor to such Person; the Guarantor waives any
      benefit of and any right to participate in any collateral which may be held
      by
      the Administrative/Collateral Agent, the Agents or the Lenders; and
      notwithstanding any other provision to the contrary contained herein, the
      Guarantor hereby irrevocably waives any and all rights it may have at any time
      (whether arising directly or indirectly, by operation of law or by contract)
      to
      assert any claim against UACC, the Sellers or the Servicer on account of
      payments made under Article
      IV,
      including, without limitation, any and all rights of or claim for subrogation,
      contribution, reimbursement, exoneration and indemnity.

     

    
      
        
        

      

      
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    SECTION
      4.5. Subordination.
      The
      payment of any amounts due with respect to any Indebtedness of UACC, either
      Seller or the Servicer now or hereafter held by the Guarantor is hereby
      subordinated to the prior payment in full of the Guaranteed Obligations,
provided
      that
      so long
      as no default in the payment or performance of the Guaranteed Obligations has
      occurred and is continuing and no Facility Termination Event or Unmatured
      Facility Termination Event has occurred and is continuing, and no demand for
      payment of any of the Guaranteed Obligations has been made that remains
      unsatisfied, UACC, each Seller and the Servicer may make, and the Guarantor
      may
      demand and accept, any payments of principal of and interest on such
      subordinated Indebtedness in the amounts, at the rates and on the dates agreed
      by such Person and the Guarantor, and, if applicable, as specified in such
      instruments, securities or other writings as shall evidence such subordinated
      Indebtedness. The Guarantor agrees that after the occurrence of any default
      in
      the payment or performance of the Guaranteed Obligations or a Facility
      Termination Event or Unmatured Facility Termination Event with respect to
      payment of the principal of, and interest on, the Advances, the Guarantor will
      not demand, sue for or otherwise attempt to collect any such Indebtedness of
      UACC, either Seller or the Servicer to the Guarantor until the Guaranteed
      Obligations shall have been paid in full. If, notwithstanding the foregoing
      sentence, the Guarantor shall collect, enforce or receive any amounts in respect
      of such Indebtedness, such amounts shall be collected, enforced and received
      by
      the Guarantor as trustee for the Lenders and be paid over to the
      Administrative/Collateral Agent (for the benefit of the Lenders) on account
      of
      the Guaranteed Obligations without affecting in any manner the liability of
      the
      Guarantor under this Article
      IV.

     

    SECTION
      4.6. Waivers
      by Guarantor.
      The
      Guarantor agrees that the Guaranteed Obligations will be paid and performed
      strictly in accordance with their respective terms regardless of any law,
      regulation or order now or hereafter in effect in any jurisdiction affecting
      any
      of such terms or the rights of the Administrative/Collateral Agent, the Agents
      or the Lenders with respect thereto. The Guarantor waives presentment, demand,
      protest, notice of acceptance, notice of Guaranteed Obligations incurred and
      all
      other notices of any kind, all defenses which may be available by virtue of
      any
      valuation, stay, moratorium law or other similar law now or hereafter in effect,
      any right to require the marshaling of assets of UACC, either Seller or the
      Servicer, and all suretyship defenses generally. Without limiting the generality
      of the foregoing, the Guarantor agrees to the provisions of any instrument
      evidencing, securing or otherwise executed in connection with any of the
      Guaranteed Obligations and agrees that the Guaranteed Obligations
      shall not be released or discharged, in whole or in part, or otherwise affected
      by (i) the failure of the Administrative/Collateral Agent, any Agent or any
      of
      the Lenders to assert any claim or demand or to enforce any right or remedy
      against UACC, either Seller or the Servicer; (ii) any extensions or renewals
      of
      any of the Guaranteed Obligations; (iii) any rescissions, waivers, amendments
      or
      modifications of any of the terms or provisions of any agreement evidencing,
      securing or otherwise executed in connection with the Guaranteed Obligations,
      including, without limitation, the Transaction Documents; (iv) the substitution
      or release of any entity primarily or secondarily liable for any obligation
      of
      UACC, either Seller or the Servicer under this Agreement or the other
      Transaction Documents; (v) the adequacy of any rights the Agents, the Lenders
      or
      the Administrative/Collateral Agent may have against any collateral or other
      means of obtaining repayment of the Guaranteed Obligations; (vi) the impairment
      of any collateral securing the Guaranteed Obligations, including without
      limitation the failure to perfect or preserve any rights the
      Administrative/Collateral Agent, the Agents or the Lenders might have in such
      collateral or the substitution, exchange, surrender, release, loss or
      destruction of any such collateral; or (vii) any other act or omission which
      might in any manner or to any extent vary the risk of the Guarantor or otherwise
      operate as a release or discharge of the Guarantor, all of which may be done
      without notice to the Guarantor.

     

    
      
        
        

      

      
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    ARTICLE
      V

     

    PAYMENTS;
      TAXES

     

    SECTION
      5.1. Making
      of Payments; Taxes.
      (a)
      Subject to, and in accordance with, the provisions hereof, all payments of
      principal of, or Yield on, the Advances and of all Fees and other amounts shall
      be made by the Borrower no later than 2:00 p.m., New York time, on the day
      when
      due in lawful money of the United States of America in immediately available
      funds to the Administrative/Collateral Agent, at its account (account number
      –014-196-47 (account name – Trust and Securities Services) maintained at the
      office of Deutsche Bank Trust Company Americas, New York, New York (ABA #
      021 001 033), reference: UPFC Funding Corp., with telephone notice (including
      wire number) to the Administrative/Collateral Agent (telephone number
      212-250-5996)), or such other account as the Administrative/Collateral Agent
      shall designate in writing to the Borrower (the “Administrative/Collateral
      Agent’s Account”).
      Payments received by the Administrative/Collateral Agent after 2:00 p.m., New
      York time, on any day will be deemed to have been received by the
      Administrative/Collateral Agent on its next following Business Day. The
      Administrative/Collateral Agent shall, upon receipt of such payments, promptly
      remit such payments (in the same type of funds received by the
      Administrative/Collateral Agent) to the Agent for each Lender Group and
pro rata
      among
      the Lender Groups on the basis of the respective amounts owing to such Lender
      Groups of the Obligations to which such payments relate. Each Agent shall
      allocate to the Lenders in its Lender Group each payment in respect of the
      Advances received by such Agent as provided herein. Payments in reduction of
      the
      principal amount of the Advances shall be allocated and applied to Lenders
      pro
      rata based on their respective portions of such Advances, or in any such case
      in
      such other proportions as each affected Lender may agree upon in writing from
      time to time with such Agent and the Borrower. Payments of Yield shall be
      allocated and applied to Lenders pro rata based upon the respective amounts
      of
      interest due and payable to them, determined
      as provided above in subsection 3.3(a). Payments of the “Usage Fee” (as
      defined in the Fee Letter) shall be allocated and paid to Lenders pro rata
      based
      upon their respective principal interests in the Advances for the applicable
      Accrual Period. Payments of the “Program Fee” (as defined in the Fee Letter)
      shall be allocated and paid to the Agent for each Lender Group pro rata based
      on
      the aggregate Commitments of the Lenders in such Lender Group. Each Lender
      in a
      Lender Group shall be entitled to receive the share of the Program Fee allocated
      to such Lender Group as may be agreed upon from time to time between such Lender
      and the Agent for such Lender Group.

     

    
      
        
        

      

      
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    (b) All
      payments described in Section
      5.1(a)
      and all
      other payments made by or on behalf of the Borrower, either Seller, UACC, the
      Guarantor, UPFC or the Servicer (so long as UACC is the Servicer) to the
      Administrative/Collateral Agent for the benefit of itself, the Agents or the
      Lenders or to any other Affected Person under this Agreement and any other
      Transaction Document shall be made free and clear of, and without deduction
      or
      withholding for or on account of, any present or future income, stamp or other
      taxes, levies, imposts, duties, charges, fees, deductions or withholdings,
      now
      or hereafter imposed, levied, collected, withheld or assessed by any Official
      Body (excluding
      (i)
      taxes imposed on the net income of the Administrative/Collateral Agent or such
      other Affected Person, however denominated, and (ii) franchise taxes imposed
      on
      the net income of the Administrative/Collateral Agent or such other Affected
      Person in each case imposed: (1) by the United States or any political
      subdivision or taxing authority thereof or therein; (2) by any jurisdiction
      under the laws of which the Administrative/Collateral Agent or such Affected
      Person or its applicable lending office is organized or located, managed or
      controlled or in which its principal office is located or any political
      subdivision or taxing authority thereof or therein; or (3) by reason of any
      connection between the jurisdiction imposing such tax and the
      Administrative/Collateral Agent, such Affected Person or such lending office
      other than a connection arising solely from this Agreement or any other
      Transaction Document or any transaction hereunder or thereunder) (all such
      non-excluded taxes, levies, imposts, duties, charges, fees, deductions or
      withholdings, collectively or individually, “Taxes”).
      If
      any such Taxes are required to be withheld from any amounts payable to the
      Administrative/Collateral Agent or any other Affected Person hereunder or under
      any other Transaction Document, the amounts so payable to the
      Administrative/Collateral Agent or such Affected Person shall be increased
      to
      the extent necessary to yield to the Administrative/Collateral Agent or such
      Affected Person (after payment of all Taxes) all amounts payable hereunder
      or
      thereunder at the rates or in the amounts specified in this Agreement and the
      other Transaction Documents. The Borrower (or the party required to “gross-up”
the applicable payment) and UPFC, jointly and severally, shall indemnify the
      Administrative/Collateral Agent or any such Affected Person for the full amount
      of any such Taxes on the Settlement Date occurring after the date of written
      demand therefor by the Administrative/Collateral Agent; provided
      that no
      Person shall be indemnified pursuant to this Section
      5.1(b)
      to the
      extent the reason for such indemnification relates to, or arises from, the
      failure by such Person to comply with the provisions of Section 5.1(c).

     

    (c) Each
      Affected Person that is not incorporated under the laws of the United States
      of
      America or a state thereof or the District of Columbia shall:

     

    
      
        
        

      

      
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    (i) prior
      to
      becoming a party to, or acquiring an interest in, any Transaction Document
      or
      Noncommitted Lender Liquidity Arrangement (if not a party to a Transaction
      Document), deliver to the Borrower and the Administrative/Collateral Agent
      (A) two duly completed copies of Form W-8ECI or Form W-8BEN, or successor
      applicable form, as the case may be, and (B) an IRS Form W-9, or successor
      applicable form, as the case may be; and

     

    (ii) deliver
      to the Borrower and the Administrative/Collateral Agent two (2) further copies
      of any such form or certification on or before the date that any such form
      or
      certification expires or becomes obsolete and after the occurrence of any event
      requiring a change in the most recent form previously delivered by it to the
      Borrower and the Administrative/Collateral Agent;

     

    unless,
      in any
      such case, an event (including, without limitation, any change in treaty, law
      or
      regulation) has occurred after the Effective Date and prior to the date on
      which
      any such delivery would otherwise be required which renders all such forms
      inapplicable or which would prevent such Affected Person from duly completing
      and delivering any such form with respect to it, and such Affected Person so
      advises the Borrower and the Administrative/Collateral Agent. Each such Affected
      Person so organized shall certify (i) in the case of a Form W-8ECI or Form
      W-8BEN, that it is entitled to receive payments under the this Agreement and
      the
      other Transaction Documents without deduction or withholding of any United
      States federal income taxes and (ii) in the case of an IRS Form W-9, that it
      is
      entitled to an exemption from United States backup withholding tax. Each Person
      that desires to become an additional party to a Noncommitted Lender Liquidity
      Arrangement, shall, prior to the effectiveness of such addition, be required
      to
      provide all of the forms and statements required pursuant to this Section 5.1(c)
      unless
      such Person has previously delivered such forms in its capacity as a party
      to a
      Transaction Document.

     

    SECTION
      5.2. Application
      of Certain Payments.
      Each
      payment of principal of the Advances shall be applied to such Advances as the
      Borrower shall direct or, in the absence of such direction or during the
      existence of a Facility Termination Event or after the Facility Termination
      Date, as the Required Lenders shall determine, in their discretion.

     

    SECTION
      5.3. Due
      Date Extension.
      If any
      payment of principal or Yield with respect to any Advance falls due on a day
      which is not a Business Day, then such due date shall be extended to the next
      following Business Day, and additional Yield shall accrue and be payable for
      the
      period of such extension at the rate applicable to such Advance.

     

    
      
        
        

      

      
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    ARTICLE
      VI

     

    INCREASED
      COSTS, ETC.

     

    SECTION
      6.1. Increased
      Costs.
      If due
      to the introduction of or any change in or in the interpretation of any law
      or
      regulation occurring or issued after the date hereof, any Agent, any Lender
      or
      other Investor, any Support Party, or any of their respective Affiliates (each
      an “Affected
      Person”)
      determines that compliance with any law or regulation or any guideline or
      request from any central bank or other Official Body (whether or not having
      the
      force of law) affects
      or would affect the amount of capital required or expected to be maintained
      by
      such Affected Person and such Affected Person determines that the amount of
      such
      capital is increased by or based upon the existence of its obligations or
      commitments hereunder or with respect hereto or to the funding thereof and
      other
      obligations or commitments of the same type (other than any increase in cost
      resulting solely from a consolidation event described in Section
      3.3(b)
      but only
      if the Borrower is liable for the payment of the increased rate of interest
      under such Section 3.3(b)),
      then,
      upon
      demand by such Affected Person (with a copy to the Administrative/Collateral
      Agent) (which demand shall be accompanied by a statement setting forth the
      basis
      for the calculations of the amount being claimed), the Borrower agrees to pay
      to
      the Administrative/Collateral Agent, for the account of such Affected Person
      (as
      a third-party beneficiary), on the Distribution Date following the date on
      which
      such Affected Person provides notice of such event to the Borrower and the
      Servicer (provided that such notice is delivered on or prior to the third
      Business Day prior to such Distribution Date and otherwise on the Distribution
      Date following such Distribution Date), subject to and in accordance with the
      priorities set forth in Section 9.5(a),
      additional amounts sufficient to compensate such Affected Person in the light
      of
      such circumstances, to the extent that such Affected Person reasonably
      determines such increase in capital to be allocable to the existence of any
      of
      such obligations, commitments or fundings. Such written statement shall, in
      the
      absence of manifest error, be rebuttably presumptive evidence of the subject
      matter thereof. Any Affected Person claiming any additional amounts payable
      pursuant to this Section
      6.1
      agrees
      to use reasonable efforts (consistent with legal and regulatory restrictions)
      to
      designate a different office or branch of such Affected Person as its lending
      office or take such other actions if the making of such a designation or taking
      of such other actions would avoid the need for, or reduce the amount of, any
      such additional amounts and would not, in the reasonable judgment of such
      Affected Person, be otherwise disadvantageous to such Affected
      Person.

     

    SECTION
      6.2. Funding
      Losses.
      The
      Borrower hereby agrees that upon demand by any Affected Person (which demand
      shall be accompanied by a statement setting forth the basis for the calculations
      of the amount being claimed) it will indemnify such Affected Person against
      any
      net loss or expense which such Affected Person may sustain or incur (including,
      without limitation, any net loss or expense incurred by reason of or resulting
      from interest to accrue on the related commercial paper after the date of any
      failed borrowing, payment or prepayment of an Advance or from the liquidation
      or
      reemployment of deposits or other funds acquired by such Affected Person to
      fund
      or maintain any Advance to the Borrower), as reasonably determined by such
      Affected Person, as a result of any failure by the Borrower to borrow an Advance
      on the date specified therefor in an Advance Request (other than due to a
      default by a Lender) or as a result of any payment or prepayment (including
      any
      mandatory prepayment) of any Advance on a date other than the last day of the
      Fixed Period for such Advance. Such written statement shall, in the absence
      of
      manifest error, be rebuttably presumptive evidence of the subject matter
      thereof.

     

    
      
        
        

      

      
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    SECTION
      6.3. Replacement
      of Affected Person.
      Upon
      the receipt by the Borrower of a claim for reimbursement or compensation under
      Section
      6.1
      hereof
      by an Affected Person, if payment thereof shall not be waived by such Affected
      Person, the Borrower may (a) request such Affected Person or the Lender that
      has
      assigned an interest in its Advances to such Affected Person
      to
      use reasonable efforts to assist the Borrower in its attempt to obtain a
      replacement bank, financial institution or Structured Lender, as applicable,
      satisfactory to the Borrower (in the case of a replacement Lender), to acquire
      and assume all or a ratable part of such Affected Person’s commitment to make
      Advances, Advances, or interests therein, or (b) request one or more of the
      other Lenders or Investors to acquire and assume all or a part of such Affected
      Person’s commitment to make Advances, Advances or interests therein. Upon notice
      from the Borrower, such Affected Person shall, or the Lender that has assigned
      an interest in its Advances to such Affected Person shall cause such Affected
      Person to, assign, without recourse, its commitment to make Advances, Advances
      or interests therein and its other rights and obligations (if any) hereunder,
      or
      a ratable share thereof, to the replacement bank, financial institution or
      Structured Lender designated by the Borrower and consented to by the
      Administrative/Collateral Agent for a purchase price equal to the sum of the
      principal amount of the Advances or interests therein so assigned, all accrued
      and unpaid Yield thereon and any other amounts (including Fees and any amounts
      owing under this Article VI)
      to
      which such Affected Person is entitled hereunder; provided,
      that
      the Borrower shall provide such Affected Person with an Officer’s Certificate of
      UACC stating that such replacement bank, financial institution or Structured
      Lender has advised the Borrower that it is not subject to, or has agreed not
      to
      seek, such increased amount.

     

    ARTICLE
      VII

     

    EFFECTIVENESS;
      CONDITIONS TO ADVANCES; CONDITIONS TO EFFECTIVENESS OF AMENDMENT AND
      RESTATEMENT

     

    SECTION
      7.1. Effectiveness.
      This
      Agreement became effective on the first day (the “Effective
      Date”)
      on
      which the Administrative/Collateral Agent, on behalf of the Lenders, received
      the following, each in form and substance satisfactory to each
      Agent:

     

    (a) Agreement.
      This
      Agreement executed by each party thereto;

     

    (b) Notes.
      For
      each Lender Group, a Note duly completed and executed by the Borrower and
      payable to the Agent for such Lender Group;

     

    (c) Fee
      Letter.
      The Fee
      Letter, duly executed and delivered by the parties thereto, and evidence that
      all amounts required to be paid on the Effective Date thereunder shall have
      been
      paid;

     

    (d) [reserved]

     

    (e) Transaction
      Documents.
      Executed counterparts of each of the other Transaction Documents, the Backup
      Servicer Fee Letter, the Administrative/Collateral Agent Fee Letter and the
      Custodian Fee Letter, duly executed by each of the parties thereto;


     

    (f) Resolutions.
      A copy
      of the resolutions of the Board of Directors (or similar items) of each of
      the
      Borrower, UPFC and UACC approving the Transaction Documents to be delivered
      by
      it hereunder and the transactions contemplated hereby, certified by its
      Secretary or Assistant Secretary;

     

    
      
        
        

      

      
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    (g) Charters.
      The
      Articles of Incorporation of each of the Borrower and UACC certified by the
      Secretary of State of its jurisdiction of organization; and a certified copy
      of
      the Borrower’s, UPFC’s and UACC’s by-laws or the equivalent;

     

    (h) Good
      Standing Certificates.
      Good
      Standing Certificates for each of the Borrower, UPFC and UACC issued by the
      applicable Official Body of its jurisdiction of organization;

     

    (i) Incumbency.
      A
      certificate of the Secretary or Assistant Secretary of each of the Borrower,
      UPFC and UACC certifying the names and true signatures of the officers
      authorized on its behalf to sign this Agreement and the other Transaction
      Documents to be delivered by it;

     

    (j) Filings.
      Acknowledgment copies of proper Financing Statements, as may be necessary or,
      in
      the opinion of the Required Lenders, desirable under the UCC of all appropriate
      jurisdictions or any comparable law to perfect the security interest of the
      Administrative/Collateral Agent on behalf of the Secured Parties in all Borrower
      Collateral in which an interest may be pledged hereunder;

     

    (k) Searches.
      Certified copies of Requests for Information or Copies (Form UCC-11) (or a
      similar search report certified by a party acceptable to each Agent), dated
      a
      date reasonably near to the date of the initial Advance, listing all effective
      financing statements which name the Borrower or UACC (under their respective
      present names and any previous names) as debtor and which are filed in the
      jurisdictions in which filings were made pursuant to Section 7.1(j),
      together with copies of such financing statements;

     

    (l) Opinions.
      Legal
      opinion(s) of Mitchell Silberberg & Knupp LLP, special counsel for the
      Borrower, UPFC and UACC, and of external counsel for the Custodian,
      Administrative/Collateral Agent and the Backup Servicer, each in form and
      substance satisfactory to each Agent covering such matters as any Agent may
      reasonably request;

     

    (m) [reserved]

     

    (n) Commercial
      Paper Ratings.
      Evidence satisfactory to each initial Lender which is a Structured Lender that
      its acquisition of Notes hereunder will not result in a reduction or withdrawal
      of the rating of its commercial paper notes by Moody’s, Standard & Poor’s or
      any other nationally recognized rating agency rating its commercial paper notes;
      

     

    (o) Term
      Securitization.
      Evidence that UACC shall have closed its initial public term securitization
      of
      Contracts;

     

    
      
        
        

      

      
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    (p) Accountants’
      Letter.
      A
      report of a firm of nationally recognized independent certified public
      accountants on the application of the agreed upon procedures in substantially
      the form of Exhibit D and in form and substance satisfactory to each Agent;
      and

     

    (q) Other.
      Such
      other approvals, documents, opinions, certificates and reports, including,
      without limitation, a review by an independent accountant of the Contract Files
      and the books and records of the Servicer and the Borrower, as any Agent may
      reasonably request.

     

    SECTION
      7.2 All
      Advances.
      The
      making of each Advance (including the initial Advance) is subject to the
      condition that the Effective Date shall have occurred and to the following
      further conditions precedent that:

     

    (a) No
      Facility Termination Event, etc.
      Each of
      the Transaction Documents shall be in full force and effect and (i) no Facility
      Termination Event or Unmatured Facility Termination Event has occurred and
      is
      continuing or will result from the making of such Advance, (ii) the
      representations and warranties of the Borrower, UPFC, the Servicer and the
      Sellers contained herein are true and correct as of the date of such requested
      Advance, with the same effect as though made on the date of (and after giving
      effect to) such Advance, (iii) after giving effect to such Advance, the
      aggregate outstanding principal balance of the Advances hereunder will not
      exceed the lesser of the Facility Limit and the Initial Borrowing Base and
      (iv)
      the Backup Servicer shall not have been appointed as successor
      Servicer;

     

    (b) Advance
      Request, etc.
      The
      Administrative/Collateral Agent shall have received the Advance Request for
      such
      Advance in accordance with Section
      2.2,
      together with all items required to be delivered in connection
      therewith;

     

    (c) Facility
      Termination Date.
      The
      Facility Termination Date shall not have occurred;

     

    (d) Minimum
      Advance Amount.
      The
      amount of such Advance is not less than $5,000,000;

     

    (e) Custodial
      Receipt.
      The
      Administrative/Collateral Agent shall have received a duly completed and
      executed Custodial Receipt in respect of each Transferred Contract identified
      in
      the related Schedule of Contracts or Schedule of Subsequent Contracts, as the
      case may be, if any, submitted with the Advance Request for such
      Advance;

     

    (f) Portfolio
      Review.
      The
      Administrative/Collateral Agent shall have received the results of the most
      recent review required to be made by the Independent Accountants pursuant to
      Section 8.7,
      which
      review shall contain no exceptions unacceptable to the Required Lenders in
      their
      reasonable discretion, any finding of unacceptability
      to be evidenced by written notice by the Required Lenders to the
      Administrative/Collateral Agent;

     

    
      
        
        

      

      
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    (g) Borrowing
      Base Confirmation.
      The
      Administrative/Collateral Agent shall have received a duly completed and
      executed certificate regarding the Initial Borrowing Base in the form attached
      hereto as Exhibit C
      (a
“Borrowing
      Base Confirmation”),
      computed as of the date of such Advance and after giving effect thereto and
      to
      the purchase by the Borrower of any Contracts to be purchased by it under the
      Sale and Servicing Agreement on such date, demonstrating that the aggregate
      principal amount of all Advances shall not exceed the Initial Borrowing
      Base;

     

    (h) Interest
      Rate Caps; Cap Funding Reserve Account.
      The
      Administrative/Collateral Agent shall have received evidence, in form and
      substance satisfactory to the Required Lenders, that the Borrower has arranged
      for the Administrative/Collateral Agent to enter into Interest Rate Caps to
      the
      extent required by, and satisfying the requirements of, Section
      11.6,
      and
      after giving effect to the Advance, to the transfer of Contracts from the
      respective Seller to the Borrower on the date of such Advance and the
      application of the proceeds thereof in accordance with Section 2.3,
      the
      amount on deposit in the Cap Funding Reserve Account is not less than the Cap
      Funding Reserve Account Requirement, if any;

     

    (i) Reserve
      Account.
      The
      Administrative/Collateral Agent shall have received evidence, in form and
      substance satisfactory to the Required Lenders, that, after giving effect to
      the
      Advance on the Effective Date, to the transfer of Contracts from a Seller to
      the
      Borrower on such date and the application of the proceeds thereof in accordance
      with Section 2.3,
      the
      amount on deposit in the Reserve Account is not less than the Required Reserve
      Account Amount and that all amounts required to be deposited in the Borrower
      Accounts pursuant to the Sale and Servicing Agreement and this Agreement on
      such
      date have been so deposited; 

     

    (j) Ratings.
      The
      Notes shall remain rated at least BBB by Standard & Poor’s and Baa2 by
      Moody’s; 

     

    (k) Net
      Spread.
      The Net
      Spread — Senior for the Eligible Contracts which are Transferred Contracts shall
      not be less than 13.5% and the Net Spread – All-In for the Eligible Contracts
      which are Transferred Contracts shall not be less than 0%; 

     

    (l) Cash
      Collection Rate.
      The
      average of the Cash Collection Rates for the three most recently completed
      Collection Periods shall not be less than 20.75%. As used herein, “Cash
      Collection Rate”
means,
      with respect to any Collection Period, the ratio of (i) the product of (A)
      12
      and (B) the amount deposited during such Collection Period in the Collection
      Account which represented interest collections on Transferred Contracts to
      (ii)
      the average Initial Borrowing Base during such Collection Period;

     

    (m) Support
      Facilities.
      In the
      case of any Lender which is a Structured Lender, such Lender’s Support
      Facilities shall be in full force and effect; 

     

    
      
        
        

      

      
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    (n) Borrower’s
      Certification.
      The
      Borrower shall have delivered to the Administrative/Collateral Agent an
      Officer’s Certificate dated the date of such requested Advance certifying that
      the conditions described in subsections 7.2(a) through 7.2(l) have been
      satisfied; and

     

    (o) Other.
      The
      Administrative/Collateral Agent shall have received such other approvals,
      documents, opinions, certificates and reports as it may reasonably request
      at
      the direction of the Required Lenders.

     

    SECTION
      7.3. Effectiveness
      of Amendment and Restatement.
      The
      amendment and restatement of the Existing Agreement shall become effective
      on
      the first day (the “Amendment
      Effective Date”)
      on
      which the Administrative/Collateral Agent, on behalf of the Lenders, shall
      have
      received the following, each in form and substance satisfactory to each
      Agent:

     

    (a) Agreement.
      This
      Agreement executed by each party thereto;

     

    (b) Amendment
      to Fee Letter.
      An
      amendment to the Fee Letter, duly executed and delivered by the parties thereto,
      in form and substance satisfactory to each Agent;

     

    (c) Amendment
      to Sale and Servicing Agreement.
      An
      amendment and restatement of the Sale and Servicing Agreement, duly executed
      and
      delivered by the parties thereto, in form and substance satisfactory to each
      Agent;

     

    (d) Resolutions.
      A copy
      of the resolutions of the Board of Directors (or similar items) of UABO
      approving the Transaction Documents to be delivered by it hereunder and the
      transactions contemplated hereby, certified by its Secretary or Assistant
      Secretary;

     

    (e) Charter.
      The
      Certificate of Formation of UABO certified by the Secretary of State of its
      jurisdiction of organization; and a certified copy of UABO’s limited liability
      company agreement or the equivalent;

     

    (f) Good
      Standing Certificate.
      Good
      Standing Certificate for UABO issued by the applicable Official Body of its
      jurisdiction of organization;

     

    (g) Incumbency.
      A
      certificate of the Secretary or Assistant Secretary of UABO certifying the
      names
      and true signatures of the officers authorized on its behalf to sign this
      Agreement and the other Transaction Documents to be delivered by
      it;

     

    (h) Filings.
      Acknowledgment copies of proper Financing Statements, as may be necessary or,
      in
      the opinion of the Required Lenders, desirable under the UCC of all appropriate
      jurisdictions or any comparable law to perfect the security interest of the
      Administrative/Collateral Agent on behalf of the Secured Parties in all Borrower
      Collateral in which an interest may be pledged hereunder;

     

    
      
        
        

      

      
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    (i) Searches.
      Certified copies of Requests for Information or Copies (Form UCC-11) (or a
      similar search report certified by a party acceptable to each Agent), dated
      a
      date reasonably near to the date of the initial Advance, listing all effective
      financing statements which name UABO (under its present name and any previous
      name) as debtor and which are filed in the jurisdictions in which filings were
      made pursuant to Section 7.3(h),
      together with copies of such financing statements;

     

    (j) Opinions.
      Legal
      opinion(s) of Mitchell Silberberg & Knupp LLP, special counsel for UABO,
      each in form and substance satisfactory to each Agent covering such matters
      as
      any Agent may reasonably request;

     

    (k) Ratings.
      The
      Notes shall remain rated at least BBB by Standard & Poor’s and Baa2 by
      Moody’s; 

     

    (l) Commercial
      Paper Ratings.
      Evidence satisfactory to each initial Lender which is a Structured Lender that
      its acquisition of Notes hereunder will not result in a reduction or withdrawal
      of the rating of its commercial
      paper notes by Moody’s, Standard & Poor’s or any other nationally recognized
      rating agency rating its commercial paper notes; and

     

    (m) Other.
      Such
      other approvals, documents, opinions, certificates and reports as any Agent
      may
      reasonably request.

     

    The
      Administrative/Collateral Agent may deem the delivery of an Agent’s signature
      pages to this amendment and restatement as evidence that the documents required
      to be received pursuant to this Section 7.3 are in form and substance
      satisfactory to such Agent.

     

    ARTICLE
      VIII

     

    ADMINISTRATION
      AND SERVICING OF RECEIVABLES

     

    SECTION
      8.1. Duties
      of the Servicer.
      The
      Servicer shall manage, service, administer and make collections on the
      Transferred Contracts and perform the other actions required by the Servicer
      under the terms and provisions of the Sale and Servicing Agreement and this
      Agreement. 

     

    SECTION
      8.2. Representations
      and Warranties of the Servicer.
      The
      Servicer represents, warrants and covenants as of the Effective Date and as
      of
      the date of each Advance as to itself: 

     

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

     

    
      
        
        

      

      
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    (b) Due
      Qualification.
      It is
      duly qualified to do business as a foreign corporation in good standing and
      has
      obtained all necessary licenses and approvals in all jurisdictions where the
      failure to do so would have a material adverse effect on its ability to perform
      its obligations under its Transaction Documents and its ability to enforce
      the
      Transferred Contracts and the other Borrower Collateral; 

     

    (c) Power
      and Authority.
      It has
      the power and authority to execute and deliver this Agreement and the
      Transaction Documents to which it is a party (in any capacity) and to carry
      out
      its terms and their terms; and the execution, delivery and performance of this
      Agreement and the Transaction Documents to which it is a party (in any capacity)
      have been duly authorized by the Servicer by all necessary corporate action;
      

     

    (d) Binding
      Obligation.
      This
      Agreement and the Transaction Documents to which it is a party (in any capacity)
      have been executed and delivered by the Servicer and constitute its legal,
      valid
      and binding obligations enforceable in accordance with their respective terms,
      except as enforceability may be limited by bankruptcy, insolvency,
      reorganization, or other similar laws affecting the enforcement of creditors’
rights generally and by equitable limitations on the availability of specific
      remedies, regardless of whether such enforceability is considered in a
      proceeding in equity or at law; 

     

    (e) No
      Violation.
      The
      execution, delivery and performance of this Agreement and the Transaction
      Documents to which it is a party (in any capacity), the consummation of the
      transactions contemplated thereby and the fulfillment of the terms thereof
      do
      not (A) conflict with, result in any breach of any of the terms and provisions
      of, or constitute (with or without notice or lapse of time) a default under,
      its
      certificate of incorporation or bylaws, or any indenture, agreement, mortgage,
      deed of trust or other instrument to which it is a party or by which it or
      its
      properties are bound, (B) result in the creation or imposition of any Lien
      upon
      any of its properties pursuant to the terms of any such indenture, agreement,
      mortgage, deed of trust or other instrument, other than this Agreement and
      the
      other Transaction Documents, or (c) violate any law, order, rule or regulation
      applicable to it of any Official Body having jurisdiction over it or any of
      its
      properties; 

     

    (f) No
      Proceedings.
      There
      are no proceedings or investigations pending or, to the best of its knowledge,
      threatened against it, before any Official Body having jurisdiction over it
      or
      its properties (A) asserting the invalidity of any of the Transaction Documents,
      (B) seeking to prevent the issuance of the Notes or the consummation of any
      of
      the transactions contemplated by the Transaction Documents, (C) seeking any
      determination or ruling that would have a material adverse effect on the
      performance by it of its obligations under, or the validity or enforceability
      of, any of the Transaction Documents or (D) that could have a material adverse
      effect on the Contracts Collateral or (E) seeking to materially and adversely
      affect the federal income tax or other federal, state or local tax attributes
      of
      the Notes or seeking to impose any excise, franchise, transfer or similar tax
      upon the Notes or the sale and assignment of the Transferred Contracts
      hereunder; 

     

    
      
        
        

      

      
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    (g) No
      Consents.
      No
      consent, license, approval, authorization or order of, or registration,
      declaration or filing with, any Official Body or other Person is required to
      be
      made in connection with the execution, delivery or performance of this Agreement
      and the Transaction Documents to which it is a party (in any capacity) or the
      consummation of the transactions contemplated thereby, except such as have
      been
      duly made, effected or obtained; 

     

    (h) Taxes;
      ERISA.
      The
      Servicer has filed on a timely basis all tax returns (including, without
      limitation, foreign, federal, state, local and otherwise) required to be filed,
      is not liable for taxes payable by any other Person and has paid or made
      adequate provisions for the payment of all taxes, assessments and other
      governmental charges due from the Servicer. No tax lien or similar adverse
      claim
      has been filed, and no claim is being asserted, with respect to any such tax,
      assessment or other governmental charge. Any taxes, fees and other governmental
      charges payable by the Servicer in connection with the execution and delivery
      of
      this Agreement and the other Transaction Documents and the transactions
      contemplated hereby or thereby have been paid or shall have been paid if and
      when due at or prior to the relevant Purchase Date. Each benefit plan, if any,
      of the Servicer that is a “defined benefit” plan as defined in Section 3(35) of
      ERISA is in compliance in all material respects with ERISA and there is no
      Lien
      of the Pension Benefit Guaranty Corporation on any of the Contracts Collateral;
      

     

    (i) Investment
      Company Status.
      It is
      not an “investment company” within the meaning of the Investment Company Act of
      1940, as amended, or is exempt from all provisions of such Act; 

     

    (j) Information
      True and Correct.
      All
      information heretofore or hereafter furnished by or on behalf of the Servicer
      in
      writing to the Borrower, any Lender, any Agent or the Administrative/Collateral
      Agent in connection with this Agreement or any transaction contemplated hereby
      is and will be true and complete in all material respects and does not and
      will
      not omit to state a material fact necessary to make the statements contained
      therein not misleading; and

     

    (k) Other
      Documents.
      The
      representations and warranties made by it (in any capacity) in each of the
      other
      Transaction Documents to which it is a party are true and correct in all
      material respects as of the date(s) made. 

     

    SECTION
      8.3. Covenants
      of the Servicer.
      The
      Servicer covenants and agrees to comply with covenants made by it (in any
      capacity) in each of the other Transaction Documents to which it is a
      party.

     

    SECTION
      8.4. Servicing
      Fee; Payment of Certain Expenses by Servicer; Backup Servicer
      Fee.
      On each
      Distribution Date, the Servicer shall be entitled to receive out of the
      Collection Account the Servicing Fee for the related Collection Period pursuant
      to Section 9.5.
      The
      Servicer shall be required to pay all expenses incurred by it in connection
      with
      its activities under this Agreement and the Sale and Servicing Agreement;
provided,
      however,
      that if
      the Backup Servicer shall have become the successor Servicer, the Servicer
      shall
      be entitled to reimbursement of its expenses as specified in the Backup Servicer
      Fee Letter and Section
      9.5.
      On each
      Distribution Date, the Backup Servicer shall be entitled to receive out of
      the
      Collection Account the Backup Servicer Fee for the related Collection Period
      pursuant to Section
      9.5.

     

    
      
        
        

      

      
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    SECTION
      8.5. Distribution
      Date Statement.
      No
      later than 2:00 p.m., New York City time, on each Servicer Report Date, the
      Servicer shall deliver to the Administrative/Collateral Agent and the Backup
      Servicer a Distribution Date Statement executed by a Responsible Officer of
      the
      Servicer. The parties hereto acknowledge that the basis for calculating Yield
      on
      the Advances may change between the date the Servicer delivers a Distribution
      Date Statement and the related Distribution Date and that the amount the
      Servicer sets forth in a Distribution Date Statement as Yield accrued on the
      Advances as of the related Distribution Date is its good faith estimate of
      such
      Yield; in the event of any change in calculating Yield during such period of
      time, the parties agree to use reasonable efforts to revise the Distribution
      Date Statement on or prior to such Distribution Date to reflect such changes,
      provided
      that if
      such revisions are not made by such time, then appropriate corrections shall
      be
      made on the next Distribution Date.

     

    SECTION
      8.6. Annual
      Statement as to Compliance; Notice of Servicer Default.

     

    (a) The
      Servicer shall deliver to Administrative/Collateral Agent and the Backup
      Servicer on or before April 30 (or 120 days after the end of the Servicer’s
      fiscal year, if other than December 31) of each year, beginning on
      April 30, 2005, an officer’s certificate signed by any Responsible Officer
      of the Servicer, dated as of the preceding December 31 (or other applicable
      date), stating that (i) a review of the activities of the Servicer during the
      preceding 12-month period (or such other period as shall have elapsed from
      the
      Effective Date to the date of the first such certificate) and of its performance
      under this Agreement has been made under such officer’s supervision, and (ii) to
      such officer’s knowledge, based on such review, the Servicer has fulfilled all
      its obligations under this Agreement throughout such period, or, if there has
      been a default in the fulfillment of any such obligation, specifying each such
      default known to such officer and the nature and status thereof.

     

    (b) The
      Servicer shall deliver to Administrative/Collateral Agent, the Custodian and
      the
      Backup Servicer, promptly after having obtained knowledge thereof, but in no
      event later than two Business Days thereafter, written notice in an Officers’
Certificate of any event that, with the giving of notice or lapse of time,
      would
      become a Servicer Default or a Facility Termination Event under Section 14.1.

     

    
      
        
        

      

      
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        DOCUMENT]

    

     

     

    SECTION
      8.7. Annual
      Independent Accountants’ Report.
      The
      Servicer shall cause a firm of nationally recognized independent certified
      public accountants (the “Independent
      Accountants”),
      who
      may also render other services to UPFC, UACC, the Servicer or the Sellers,
      to
      deliver to the Administrative/Collateral Agent, the Backup Servicer, the Agents
      and each Rating Agency, on or before March 31 (or 91 days after the end of
      the
      Servicer’s fiscal year, if other than December 31) of each year, beginning on
      March 31, 2005, with respect to the twelve months ended the immediately
      preceding December 31 (or other applicable date) (or such other period as shall
      have elapsed from the Effective Date to the date of such certificate), a
      statement (the “Accountants’
      Report”)
      addressed to the Administrative/Collateral Agent, the Backup Servicer and the
      Agents, to the effect that such firm has audited the consolidated financial
      statements of UPFC and issued its report thereon and that (1) such audit was
      made in accordance with generally accepted auditing standards, and accordingly
      included such tests of the accounting records and such other auditing procedures
      as such firm considered necessary in the circumstances; (2) the firm is
      independent of UPFC, UACC, the Sellers and the Servicer within the meaning
      of
      the Code of Professional Ethics of the American Institute of Certified Public
      Accountants, and (3) includes a report on the application of agreed upon
      procedures acceptable to the Required Lenders (such procedures to be
      substantially similar to those set forth in the letter attached as Exhibit
      D
      hereto) to (A) three randomly selected Distribution Date Statements including
      the delinquency, default and loss statistics required to be specified therein
      noting whether any exceptions or errors in the Distribution Date Statements
      were
      found and (B) a statistically significant number of randomly selected Contract
      Files. In the event that such Independent Accountants require the
      Administrative/Collateral Agent or the Backup Servicer to agree to the
      procedures to be performed by such firm in any of the reports required to be
      prepared pursuant to this Section 8.7, the Agents shall direct the
      Administrative/Collateral Agent or the Backup Servicer in writing to so agree;
      it being understood and agreed that the Administrative/Collateral Agent or
      the
      Backup Servicer will deliver such letter of agreement in conclusive reliance
      upon the written direction of the Agents, and the Administrative/Collateral
      Agent or the Backup Servicer has not made any independent inquiry or
      investigation as to, and shall have no obligation or liability in respect of,
      the sufficiency, validity or correctness of such procedures. Notwithstanding
      the
      foregoing, if CenterOne shall become the successor Servicer, such report (A)
      shall relate only to the Contracts and CenterOne’s servicing of the Contracts,
      (B) the fees and expenses of CenterOne associated therewith shall be
      reimbursable, and (C) the independence of the accountants shall be only with
      respect to CenterOne and its affiliates

     

    The
      Servicer shall promptly deliver to each Agent a copy of the accountants letter
      delivered in connection with each Take-Out Securitization.

     

    SECTION
      8.8. Access
      to Certain Documentation and Information Regarding Contracts. 

     

    (a) Each
      of
      the Borrower, the Sellers and the Servicer shall permit representatives of
      the
      Administrative/Collateral Agent, each Agent, the Backup Servicer and the
      Custodian at any time and from time to time during normal business hours as
      the
      Administrative/Collateral Agent, such Agent, the Backup Servicer and the
      Custodian shall reasonably request, (a) to inspect and make copies of and
      abstracts from its records relating to the Transferred Contracts, and
      (b) to visit its properties in connection with the collection, processing,
      custody or servicing of the Transferred Contracts for the purpose of examining
      such records, and to discuss matters relating to the Transferred Contracts
      or
      such Person’s performance under this Agreement and the other Transaction
      Documents with any officer or employee of such Person having knowledge of such
      matters. In each case, such access shall be afforded without charge; provided,
      however, if the Servicer is not UACC, access on any more than two occasions
      in
      any calendar year will bear a charge of $5,000 per occasion. In connection
      with
      any inspection, the Administrative/Collateral Agent, any Agent and the Custodian
      may institute procedures to permit it to confirm the Obligor balances in respect
      of any Transferred Contracts. Each of the Borrower, the Sellers and the Servicer
      agrees to render to the Administrative/Collateral
      Agent, each Agent and the Custodian such clerical and other assistance as may
      be
      reasonably requested with regard to the foregoing. Nothing in this
      Section 8.8 shall derogate from the obligation of the Borrower, each Seller
      and the Servicer to observe any applicable law prohibiting disclosure of
      information regarding the Obligors, and the failure of the Servicer to provide
      access as a result of such obligation shall not constitute a breach of this
      Section 8.8.

     

    
      
        
        

      

      
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    (b) The
      Servicer shall make arrangements for the prompt and safe transfer of, and the
      Servicer shall provide to the Backup Servicer, all necessary servicing files
      and
      records, including (as deemed necessary by the Backup Servicer at such time):
      (A) account documentation, (B) servicing system tapes (in a format acceptable
      to
      the Backup Servicer), (C) account payment history, (D) collections history
      and
      (E) the trial balances, in each case reflecting all applicable loan information,
      as of the following dates: (1) on an annual basis commencing April 1, 2005,
      (2) following a Facility Termination Event under section 14.1, monthly, (3)
      on
      the close of business on the day immediately preceding the day on which the
      Backup Servicer becomes the successor and (4) on any other day requested by
      the
      Required Lenders. 

     

    SECTION
      8.9. Certain
      Duties of Backup Servicer.

     

    (a) On
      or
      before each Servicer Report Date, the Servicer shall deliver to the
      Administrative/Collateral Agent and the Backup Servicer a computer tape or
      a
      diskette or any other electronic transmission in a format acceptable to the
      Administrative/Collateral Agent and the Backup Servicer containing the
      information with respect to the Transferred Contracts as of the related
      Accounting Date necessary for preparation of the Distribution Date Statement
      relating to such Servicer Report Date.

     

    (b) Prior
      to
      each such Distribution Date, the Backup Servicer shall use such tape or diskette
      (or other means of electronic transmission acceptable to the
      Administrative/Collateral Agent and the Backup Servicer) and review the related
      Distribution Date Statement in order to perform the following:

     

    
      	 	
              (i)

            	
              confirm
                that the Distribution Date Statement is complete on its face or note
                any
                discrepancies;

            


    

     

    
      	 	
              (ii)

            	
              review
                the Aggregate Outstanding Principal Balance of the Transferred Contracts,
                all Monthly P&I collected on or in respect of the Contracts, the
                Delinquency Ratio, and the Net Loss Ratio;
                and

            


    

     

    
      	 	
              (iii)

            	
              verify
                the mathematical accuracy of any calculations on the face of the
                Distribution Date Statement or note any
                discrepancies.

            


    

     

    (c) In
      the
      event of any discrepancy between the information set forth in (ii) or (iii)
      in
      clause (b) above as calculated by the Servicer from that determined or
      calculated by the Backup Servicer, the Backup Servicer shall promptly report
      such discrepancy to the Servicer and the Administrative/Collateral Agent. In
      the
      event of a discrepancy as described in the preceding sentence, the Servicer
      and
      the Backup Servicer shall attempt to reconcile such discrepancies prior to
      the
      related Distribution Date, but in the absence of a reconciliation, distributions
      on the related Distribution Date shall be made by the Administrative/Collateral
      Agent consistent with the information provided by the Servicer and the Servicer
      and the Backup Servicer shall attempt to reconcile such discrepancies prior
      to
      the next Servicer Report Date. If the Backup Servicer and the Servicer are
      unable to reconcile discrepancies with respect to such Distribution Date
      Statement by the next Servicer Report Date, the Servicer shall cause the
      Independent Accountants, at the Servicer’s expense, to examine the Distribution
      Date Statement and attempt to reconcile the discrepancies at the earliest
      possible date. The effect, if any, of such reconciliation shall be reflected
      in
      the Distribution Date Statement for such next succeeding Servicer Report
      Date.

     

    
      
        
        

      

      
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    (d) Other
      than the duties specifically set forth in this Agreement, the Backup Servicer
      shall have no obligations hereunder, including to supervise, verify, monitor
      or
      administer the performance of the Servicer. The Backup Servicer shall have
      no
      liability for any actions taken or omitted by the Servicer, except for the
      express duties of the Backup Servicer set forth herein. The Backup Servicer
      shall have no liability for any obligation of the Service or for any error
      contained in any certificate, notice or data prepared by the Servicer (whether
      or not verified by the Backup Servicer), such obligations being solely the
      obligations of the Servicer.

     

    (e) Upon
      appointment of the Backup Servicer as the successor Servicer, its obligations
      as
      Backup Servicer shall terminate.

     

    SECTION
      8.10. Consequences
      of a Servicer Default.
      If a
      Servicer Default shall occur and be continuing, the Administrative/Collateral
      Agent, acting at the direction of the Required Lenders, by written notice given
      to the Servicer, may terminate all of the rights and obligations of the Servicer
      pursuant to the terms of the Sale and Servicing Agreement and appoint a
      successor pursuant to the terms thereof. In addition, upon the occurrence of
      a
      Servicer Default, the Servicer shall, if so requested by the
      Administrative/Collateral Agent, acting at the direction of the Required
      Lenders, deliver to the Backup Servicer its Monthly Records within two days
      after demand therefor and a computer tape or diskette (or any other means of
      electronic transmission acceptable to the Backup Servicer) containing as of
      the
      close of business on the date of demand all of the data maintained by the
      Servicer in computer format in connection with servicing the Transferred
      Contracts. 

     

    SECTION
      8.11. Appointment
      of Backup Servicer as Successor Servicer.
      On and
      after the termination of the Servicer pursuant to Section 8.10, the Backup
      Servicer (or any other successor Servicer appointed by the
      Administrative/Collateral Agent) shall be the successor in all respects to
      the
      Servicer in its capacity as Servicer under this Agreement and the Sale and
      Servicing Agreement and the transactions set forth or provided for in this
      Agreement and the Sale and Servicing Agreement and shall be subject to all
      the
      rights, responsibilities, restrictions, duties, liabilities and termination
      provisions relating thereto placed on the Servicer by the terms and provisions
      of this Agreement and the Sale and Servicing Agreement.

     

    
      
        
        

      

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

     

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

     

    The
      level
      of servicing performance provided by CenterOne as successor Servicer is based
      on
      and subject to (i) CenterOne maintaining an average of not more than
      approximately 375 Contracts per dedicated full-time equivalent servicing
      associate, together with attendant supervisory personnel ratios in accordance
      with CenterOne’s customary servicing policies, (ii) centralization of the
      Contract Files, and (iii) the Obligors’ having been directed to make payments to
      a lockbox. In the event that any person desires to decrease the minimum average
      number of accounts per dedicated full-time equivalent servicing associate,
      the
      Servicing Fee and other compensation to CenterOne will be adjusted by mutual
      consent.

     

    In
      the
      event that CenterOne is appointed successor Servicer, (a) if CenterOne is later
      removed as Servicer other than due to a Servicer Default with respect to
      CenterOne that has occurred and is continuing or (b) all or substantially all
      of
      the Contracts are sold in connection with Facility Termination Event, CenterOne
      shall be entitled to a termination fee, immediately payable in cash as part
      of
      the Servicing Fee, in an amount equal to six times the average monthly fees
      of
      CenterOne over the preceding four Collection Periods.

     

    SECTION
      8.12.  Indemnification
      of Backup Servicer.
      Without
      limiting any other rights which the Backup Servicer may have hereunder or under
      applicable law, UPFC agrees to indemnify the Backup Servicer, including in
      its
      capacity as successor Servicer, and each of its successors, transferees,
      participants and assigns and all officers, directors, shareholders, controlling
      persons, employees and agents of any of the foregoing, forthwith on demand,
      from
      and against any and all damages, losses, claims, liabilities and related costs
      and expenses, including reasonable attorneys’ fees and disbursements awarded
      against or incurred by any of them arising out of or relating to any Transaction
      Document or the transactions contemplated thereby or the use of proceeds
      therefrom by the Borrower, a Seller or UACC, except (a) damages, losses, claims,
      liabilities, costs and expenses payable to such Person to the extent determined
      by a court of competent jurisdiction to have resulted from gross negligence
      or
      willful misconduct on the part of any such person or its agent or subcontractor
      and (b)any tax upon or measured by net income on any such Person. 

     

    
      
        
        

      

      
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    SECTION
      8.13. Delegation
      of Duties.
      The
      Servicer, including the Backup Servicer as successor Servicer, may at any time
      appoint a subservicer or subcontractor to perform all or any portion of its
      obligations as Servicer hereunder; provided that the Servicer shall obligated
      and be liable for the performance of such obligations in accordance with the
      provisions of this Agreement without diminution of such obligations by virtue
      of
      the appointment of such subservicer or subcontractor to the same extent as
      if
      the Servicer were alone performing such obligations. 

     

    ARTICLE
      IX

     

    ACCOUNTS;
      PAYMENTS

     

    SECTION
      9.1. Borrower
      Accounts.

     

    (a) On
      or
      prior to the Effective Date, the Servicer shall establish the Collection
      Account, the Reserve Account and the Cap Funding Reserve Account each in the
      name of the Administrative/Collateral Agent for the benefit of the Secured
      Parties. The Collection Account, the Reserve Account and the Cap Funding Reserve
      Account shall each be an Eligible Account which is a segregated trust account
      initially established with the Administrative/Collateral Agent. If at any time
      the Collection Account, the Cap Funding Reserve Account or the Reserve Account
      ceases to be an Eligible Account, the Administrative/Collateral Agent shall
      transfer such account to another institution such that such account shall meet
      the requirements of an Eligible Account.

     

    (b) All
      amounts held in the Collection Account, the Cap Funding Reserve Account and
      the
      Reserve Account (collectively, the “Borrower
      Accounts”),
      shall, to the extent permitted by applicable laws, rules and regulations, be
      invested by the Administrative/Collateral Agent, as directed by the Servicer
      (so
      long as UACC is the Servicer) in writing (or, if the Servicer or UACC fails
      to
      provide such direction, amounts in the Collection Account shall be invested
      in
      investments described in clause
      (f)
      of the
      definition of Permitted Investments), in Permitted Investments that mature
      not
      later than one Business Day prior to the Distribution Date for the Collection
      Period to which such amounts relate. Any such written direction shall certify
      that any such investment is authorized by this Section 9.1.
      Investments in Permitted Investments shall be made in the name of the
      Administrative/Collateral Agent on behalf of the Secured Parties, and, except
      as
      specifically required below, such investments shall not be sold or disposed
      of
      prior to their maturity. The taxpayer identification number associated with
      each
      Borrower Account shall be that of the Borrower and the Borrower shall report
      for
      Federal, state and local income tax purposes, the income, if any, represented
      by
      each Borrower Account. If any amounts are needed for disbursement from the
      Collection Account, the Cap Funding Reserve Account or the Reserve Account
      and
      sufficient uninvested funds are not available therein to make such disbursement,
      the Administrative/Collateral Agent shall cause to be sold or otherwise
      converted to cash a sufficient amount of the investments in such account to
      make
      such disbursement upon the direction of the Servicer (so long as UACC is the
      Servicer) or, if the Servicer or UACC shall fail to give such direction, DBNY.
      

     

    
      
        
        

      

      
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    Subject
      to the other provisions hereof, the Administrative/Collateral Agent shall have
      sole control over each such investment and the income thereon, and any
      certificate or other instrument evidencing any such investment, if any, shall
      be
      delivered directly to the Administrative/Collateral Agent or its agent, together
      with each document of transfer, if any, necessary to transfer title to such
      investment to the Administrative/Collateral Agent in a manner that complies
      with
      this Section 9.1.
      All
      interest, dividends, gains upon sale and other income from, or earnings on,
      investments of funds in the Collection Account shall be deposited in the
      Collection Account and distributed pursuant to Section 9.5.
      All
      interest, dividends, gains upon sale and other income from or earnings on,
      investments of funds in the Reserve Account shall be deposited in the Reserve
      Account and distributed pursuant to Section
      9.7.
      All
      interest, dividends, gains upon sale and other income from or earnings on,
      investments of funds in the Cap Funding Reserve Account shall be deposited
      in
      the Collection Account and distributed pursuant to Section 9.5.
      If the
      Administrative/Collateral Agent is given instructions to invest funds in any
      of
      the Borrower Accounts in investments other than investments of the type
      described in
      clause (f)
      of the
      definition of “Permitted Investments”, the Person giving such instructions
      agrees to assist the Administrative/Collateral Agent in complying with the
      requirements herein with respect to such investments.

     

    SECTION
      9.2. Servicer
      Reimbursements.
      The
      Servicer shall be entitled to be reimbursed from amounts on deposit in, or
      to be
      deposited in, the Collection Account with respect to a Collection Period for
      amounts previously deposited in the Collection Account but later determined
      by
      the Servicer to have resulted from mistaken deposits or postings or checks
      returned for insufficient funds. The amount to be reimbursed hereunder shall
      be
      paid to the Servicer on the related Distribution Date pursuant to Section 9.5(a)(iv).
      Upon
      the request of the Administrative/Collateral Agent or any Agent, the Servicer
      shall certify any amount to be reimbursed hereunder and shall supply such other
      information as may be necessary in the opinion of the Administrative/Collateral
      Agent to verify the accuracy of such certification. The
      Administrative/Collateral Agent shall not be under any obligation to make the
      request described in the immediately preceding sentence.

     

    SECTION
      9.3. Application
      of Collections.
      With
      respect to each Transferred Contract, payments by or on behalf of the Obligor
      shall be applied to interest and principal thereof to reduce the balance thereof
      in accordance with the terms of such Transferred Contract and Section 5.02
      of the Sale and Servicing Agreement.

     

    SECTION
      9.4. Additional
      Deposits.
      On or
      before each Servicer Report Date, the Servicer (so long as UACC is the Servicer)
      or the Borrower shall deposit into the Collection Account the aggregate
      Repurchase Amounts with respect to Repurchased Contracts. All such deposits
      of
      Repurchase Amounts shall be made in immediately available funds. On each
      Distribution Date, the Administrative/Collateral Agent shall withdraw from
      the
      Reserve Account such amounts as required to be applied by Section 9.7
      and
      apply such amounts as set forth in such Section. Upon receipt, the
      Administrative/Collateral Agent shall remit to the Collection Account any
      amounts paid by a counterparty under any Interest Rate Cap.

     

    
      
        
        

      

      
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    SECTION
      9.5. Distributions.

     

    
      	
            	(a)	
              On
                each Distribution Date, the Administrative/Collateral Agent shall
                distribute from the Collection Account, in accordance with the applicable
                Distribution Date Statement provided by the Servicer, the Amount
                Available
                for such Distribution Date in the following order of
                priority:

            


    

     

    
      	 	
              (i)

            	
              FIRST,
                from the Amount Available, to the extent not previously paid by UACC
                or
                otherwise by or on behalf of the Borrower, to the Custodian, if other
                than
                UACC, any accrued and unpaid fees and expenses (including those of
                its
                legal counsel) for the related Collection Period pursuant to the
                Custodian
                Fee Letter, which expenses shall not exceed the amount of the Capped
                Fees/Expenses – Custodian;

            


    

     

    
      	 	
              (ii)

            	
              SECOND,
                from the remaining Amount Available, to the extent not previously
                paid by
                UACC or otherwise by or on behalf of the Borrower, to the
                Administrative/Collateral Agent, any accrued and unpaid fees and
                expenses
                (including those of its legal counsel) for the related Collection
                Period
                pursuant to the Administrative/Collateral Agent Fee Letter, which
                expenses
                shall not exceed the amount of the Capped Fees/Expenses
                –Administrative/Collateral Agent;

            


    

     

    
      	 	
              (iii)

            	
              THIRD,
                from the remaining Amount Available, to the extent not previously
                paid by
                UACC or otherwise by or on behalf of the Borrower, to the Backup
                Servicer,
                any accrued and unpaid fees and expenses pursuant to the Backup Servicer
                Fee Letter, which expenses shall not exceed the amount of the Capped
                Fees/Expenses – Backup Servicer;

            


    

     

    
      	 	
              (iv)

            	
              FOURTH,
                from the remaining Amount Available, to the Servicer, any accrued
                and
                unpaid Servicing Fees, any transition expenses payable to a successor
                Servicer pursuant to the Sale and Servicing Agreement to the extent
                not
                paid by the predecessor Servicer, provided,
                that such transition expenses, including travel, boarding fees, mailing
                costs, obligor letters (welcome and goodbye) and document packaging
                and
                shipping, shall not exceed $200,000 in the aggregate (nor shall the
                boarding fee exceed $5.00 per contract) and the amounts specified
                in
                Section
                9.2
                to
                the extent the Servicer has not reimbursed itself in respect of such
                amounts pursuant to Section
                9.6;

            


    

     

    
      
        
        

      

      
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              (v)

            	
              FIFTH,
                from the remaining Amount Available, to the Administrative/Collateral
                Agent, on behalf of the Lenders, an amount equal to the lesser of
                (A)
                Yield on the Advances accrued during the Accrual Period with respect
                to
                such Distribution Date (and any Yield with respect to any prior Accrual
                Period to the extent not paid on a prior Distribution Date), and
                the Fees
                payable on such Distribution Date pursuant to the Fee Letter (and
                any Fees
                due and not paid on a prior Distribution Date) and (B) the Capped
                Yield/Fee Amount with respect to such Distribution
                Date;

            


    

     

    
      	 	
              (vi)

            	
              SIXTH,
                from the remaining Amount Available, to the Administrative/Collateral
                Agent, on behalf of the Lenders, to repay pursuant to Section
                2.6(b)
                the principal amount of Advances in an amount equal to the excess,
                if any,
                of the then outstanding principal amount of all Advances over the
                Target
                Borrowing Base with respect to such Distribution
                Date;

            


    

     

    
      	 	
              (vii)

            	
              SEVENTH,
                from the remaining Amount Available, if no Facility Termination Event
                shall have occurred and be continuing, to the Reserve Account, until
                the
                amount on deposit therein is equal to the Required Reserve Account
                Amount;

            


    

     

    
      	 	
              (viii)

            	
              EIGHTH,
                from the remaining Amount Available, if a Facility Termination Event
                shall
                have occurred and be continuing, to the Administrative/Collateral
                Agent,
                on behalf of the Lenders, the principal amount of outstanding Advances
                until such Advances are paid in
                full;

            


    

     

    
      	 	
              (ix)

            	
              NINTH,
                from the remaining Amount Available, to the extent not previously
                paid
                pursuant to clause FIFTH above, to the Administrative/Collateral
                Agent, on
                behalf of the Lenders, an amount equal to Yield on the Advances accrued
                during the Accrual Period with respect to such Distribution Date
                (and any
                Yield with respect to any prior Accrual Period to the extent not
                paid on a
                prior Distribution Date), and the Fees payable on such Distribution
                Date
                pursuant to the Fee Letter (and any Fees due and not paid on a prior
                Distribution Date);

            


    

     

    
      	 	
              (x)

            	
              TENTH,
                from the remaining Amount Available, to the Administrative/Collateral
                Agent, for the benefit of Affected Persons, any Increased Costs then
                due
                and owing;

            


    

     

    
      	 	
              (xi)

            	
              ELEVENTH,
                from
                the remaining Amount Available, to the extent not previously paid
                by or on
                behalf of the Borrower, to each Indemnified Party, any Indemnity
                Amounts
                then due and owing to each such Indemnified
                Party;

            


    

     

    
      
        
        

      

      
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        DOCUMENT]

    

     

     

    
      	 	
              (xii)

            	
              TWELFTH,
                from the remaining Amount Available, to the Servicer the accrued
                and
                unpaid Subordinate Servicing Fee;

            


    

     

    
      	 	
              (xiii)

            	
              THIRTEENTH,
                from the remaining Amount Available, to the extent not previously
                paid
                pursuant to clause FIRST, SECOND or THIRD above, pro
                rata to
                the Backup Servicer, the Custodian (if other than UACC ) and the
                Administrative/Collateral Agent, any costs and expenses due to the
                Backup
                Servicer, the Custodian and the Administrative/Collateral Agent under
                the
                Transaction Documents; and

            


    

     

    
      	 	
              (xiv)

            	
              FOURTEENTH,
                from the remaining Amount Available, to the
                Borrower.

            


    

     

    (b) On
      each
      Interim Distribution Date, the Administrative/Collateral Agent shall, at the
      written direction of the Servicer (so
      long
      as UACC is the Servicer),
      withdraw from the Collection Account and distribute the following amounts in
      the
      following order of priority:

     

    
      	 	
              (i)

            	
              FIRST,
                to the Administrative/Collateral Agent, on behalf of the Lenders,
                Yield
                and Fees accrued in respect of the Advances being paid or prepaid
                on such
                date; and

            


    

     

    
      	 	
              (ii)

            	
              SECOND,
                to the Administrative/Collateral Agent, on behalf of the Lenders,
                an
                amount equal to the Advances being paid or prepaid on such
                date.

            


    

     

    (c) Amounts
      withdrawn from the Reserve Account pursuant to Section
      9.7(a),
      (b)
      or
(c)
      shall be
      applied solely to the payments specified in such Section
      9.7(a),
      (b)
      or
(c),
      as the
      case may be (notwithstanding any deficiency in amounts available to make
      payments of higher priority as set forth in Section
      9.5(a)),
      but
      only to the extent that the Amount Available with respect to such Distribution
      Date or Interim Distribution Date (as the case may be), after application as
      provided above, was insufficient to make such payment.

     

    SECTION
      9.6. Net
      Deposits.
      So long
      as no Servicer Default has occurred and is continuing, the Servicer may make
      the
      remittances to be made by it pursuant to Sections
      9.3
      and
9.4
      net of
      amounts (which amounts may be netted prior to any such remittance for a
      Collection Period) to be distributed to it pursuant to Section
      9.2
      or
9.5(a)(iv);
      provided,
      however,
      that
      the Servicer shall account for all of such amounts in the related Distribution
      Date Statement as if such amounts were deposited and distributed separately;
      and
provided,
      further,
      that if
      an error is made by the Servicer in calculating the amount to be deposited
      or
      retained by it, with the result that an amount less than required is deposited
      in the Collection Account, the Servicer shall make a payment of the deficiency
      to the Collection Account immediately upon becoming aware, or receiving notice
      from the Administrative/Collateral Agent or any Agent, of such
      error.

     

    
      
        
        

      

      
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      [**CONFIDENTIAL
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        DOCUMENT]

    

     

     

    SECTION
      9.7. The
      Reserve Account.

     

    (a) If,
      on
      any Distribution Date prior to the Facility Termination Date, the Amount
      Available is less than the aggregate amount required to be distributed pursuant
      to clauses (i), (ii), (iii), (iv), (v), (vi) and (ix) of Section
      9.5(a),
      the
      Administrative/Collateral Agent shall withdraw (or, if the Reserve Account
      shall
      not at such time be maintained by the Administrative/Collateral Agent, the
      Administrative/Collateral Agent shall direct the holder of the Reserve Account
      to withdraw) the amount of such deficiency (but not in excess of the amount
      required to be distributed pursuant to clauses (v), (vi) and (ix) of
Section
      9.5(a)),
      up to
      the amount available in the Reserve Account, from the Reserve Account and shall
      apply such amount directly (and solely) to any unpaid amounts described in
      clauses (v), (vi) (but only to the extent the then outstanding principal amount
      of all Advances exceeds the Initial Borrowing Base) and (ix) of Section
      9.5(a)
      in the
      order of priority and in the manner set forth in such clauses of Section 9.5(a). 

     

    (b) If,
      on
      any Interim Distribution Date prior to the Facility Termination Date, the amount
      withdrawn from the Collection Account is less than the aggregate amount required
      to be distributed pursuant to clauses (i) and (ii) of Section
      9.5(b),
      the
      Administrative/Collateral Agent shall withdraw (or, if the Reserve Account
      shall
      not at such time be maintained by the Administrative/Collateral Agent, the
      Administrative/Collateral Agent shall direct the holder of the Reserve Account
      to withdraw) the amount of such deficiency, up to the amount available in the
      Reserve Account, from the Reserve Account and apply such amount to any unpaid
      amounts described in clauses (i) and (ii) of Section
      9.5(b)
      in the
      order of priority and in the manner set forth in such clauses of Section 9.5(b). 

     

    (c) If,
      on
      the Facility Termination Date, the Amount Available is less than the aggregate
      amount required to be distributed pursuant to clauses (i), (ii), (iii), (iv),
      (v), (vi), (viii) and (ix) of Section
      9.5(a),
      the
      Administrative/Collateral Agent shall withdraw (or, if the Reserve Account
      shall
      not at such time be maintained by the Administrative/Collateral Agent, the
      Administrative/Collateral Agent shall direct the holder of the Reserve Account
      to withdraw) the amount of such deficiency (but not in excess of the amount
      required to be distributed pursuant to clauses (v), (vi), (viii) and (ix) of
      Section
      9.5(a)),
      up to
      the amount available in the Reserve Account, from the Reserve Account and shall
      apply such amount directly (and solely) to any unpaid amounts described in
      clauses (v), (vi), (viii) and (ix) of Section
      9.5(a)
      in the
      order of priority and in the manner set forth in such clauses of Section
      9.5(a).
      After
      making the withdrawal required by this Section
      9.5(c),
      the
      Reserve Account shall be closed and any remaining funds in the Reserve Account
      shall be deposited in the Collection Account to be applied as part of the Amount
      Available on such Facility Termination Date. 

     

    (d) On
      each
      Distribution Date prior to the Facility Termination Date and based solely on
      the
      Distribution Date Statement for such Distribution Date, the
      Administrative/Collateral Agent shall withdraw from the Reserve Account the
      amount on deposit in the Reserve Account in excess of the Required Reserve
      Account Amount (after giving effect to all distributions to be made on such
      Distribution Date pursuant to Section
      9.5(a),
      and any
      withdrawals to be made from the Reserve Account pursuant to Section
      9.7(a))
      and
      deposit such amount in the Collection Account (and such amount shall constitute
      a part of the Amount Available with respect to such Distribution
      Date). 

     

    
      
        
        

      

      
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      [**CONFIDENTIAL
        TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS OF THIS
        DOCUMENT]

    

     

     

    ARTICLE
      X

     

    REPRESENTATIONS
      AND WARRANTIES

     

    In
      order
      to induce the other parties hereto to enter into this Agreement and, in the
      case
      of the Lenders, to make Advances hereunder, each of the Borrower, the Guarantor
      and the Sellers hereby represents and warrants to the Administrative/Collateral
      Agent, the Backup Servicer and the Investors as to itself, as of the Effective
      Date and the date of each Advance (unless otherwise indicated), as
      follows:

     

    SECTION
      10.1. Organization
      and Good Standing.
      It has
      been duly organized and is validly existing under the laws of the jurisdiction
      of its organization, with power and authority to own its properties and to
      conduct its business as such properties are currently owned and such business
      is
      currently conducted. It had at all relevant times and now has, power, authority
      and legal right (x) in the case of the Borrower, to acquire and own the
      Transferred Contracts and the Other Conveyed Property, and to grant to the
      Administrative/Collateral Agent a security interest in the Transferred
      Contracts, the Other Conveyed Property and the other Borrower Collateral and
      (y)
      in the case of the Borrower, the Guarantor and the Sellers, to enter into and
      perform its obligations under this Agreement and the other Transaction Documents
      to which it is a party.

     

    SECTION
      10.2. Due
      Qualification.
      It is
      duly qualified to do business and has obtained all necessary licenses and
      approvals in all jurisdictions where the failure to do so would have a material
      adverse effect on (i) its ability to perform its obligations under this
      Agreement, (ii) the validity or enforceability of the Contracts and the Other
      Conveyed Property or (iii) its ability to perform its obligations hereunder
      and
      under its Transaction Documents.

     

    SECTION
      10.3. Power
      and Authority.
      It has
      the power and authority to execute and deliver this Agreement and the other
      Transaction Documents to which it is a party and to carry out its terms and
      their terms, respectively; the Borrower has full power and authority to grant
      to
      the Administrative/Collateral Agent, for the benefit of the Secured Parties,
      a
      perfected first priority security interest in the Transferred Contracts and
      the
      other Borrower Collateral and has duly authorized such grant by all necessary
      corporate action; and the execution, delivery and performance of this Agreement
      and the other Transaction Documents to which it is a party have been duly
      authorized by each such Person by all necessary corporate action.

     

    SECTION
      10.4. Security
      Interest; Binding Obligations.
      This
      Agreement and the Transaction Documents to which it is a party have been duly
      executed and delivered; this Agreement (together with the filing of any required
      financing statements) shall create a valid first priority perfected security
      interest (except, as to priority, for any Permitted Liens that may arise after
      the Effective Date, to the extent granted priority under applicable law) in
      the
      Borrower Collateral in favor of the Administrative/Collateral Agent, for the
      benefit of the Secured Parties, enforceable against the Borrower and creditors
      of the Borrower and any Affiliate thereof (including
      UACC), to the extent (as to perfection and priority) that a security interest
      in
      said Borrower Collateral may be perfected under the applicable UCC; and this
      Agreement and the other Transaction Documents to which it is a party shall
      constitute legal, valid and binding obligations of each such Person enforceable
      in accordance with their respective terms, except as enforceability may be
      limited by bankruptcy, insolvency, reorganization or other similar laws
      affecting the enforcement of creditors’ rights generally and by equitable
      limitations on the availability of specific remedies, regardless of whether
      such
      enforceability is considered in a proceeding in equity or at law.

     

    
      
        
        

      

      
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        DOCUMENT]

    

     

     

    SECTION
      10.5. No
      Violation.
      The
      consummation of the transactions contemplated by this Agreement and the other
      Transaction Documents to which it is a party, and the fulfillment of the terms
      of this Agreement and the other Transaction Documents to which it is a party,
      shall not conflict with, result in any breach of any of the terms and provisions
      of, or constitute (with or without notice or lapse of time) a default under,
      the
      articles of incorporation or bylaws or the equivalent of such Person, or any
      indenture, agreement, mortgage, deed of trust or other instrument to which
      such
      Person is a party or by which it is bound or any of its properties are subject,
      or result in the creation or imposition of any Lien (other than Permitted Liens)
      upon any of its properties pursuant to the terms of any such indenture,
      agreement, mortgage, deed of trust or other instrument, other than this
      Agreement, or violate any law, order, rule or regulation applicable to such
      Person of any Official Body having jurisdiction over such Person or any of
      its
      properties, or in any way materially adversely affect such Person’s ability to
      perform its obligations under this Agreement or the other Transaction Documents
      to which it is a party.

     

    SECTION
      10.6. No
      Proceedings.
      There
      are no proceedings or investigations pending or, to the knowledge of such
      Person, threatened against such Person, before any court or Official Body having
      jurisdiction over it or its properties (A) asserting the invalidity of this
      Agreement or any of the other Transaction Documents, (B) seeking to prevent
      the consummation of any of the transactions contemplated by this Agreement
      or
      any of the other Transaction Documents, (C) seeking any determination or
      ruling that might materially and adversely affect the performance by such Person
      of its obligations under, or the validity or enforceability of, this Agreement
      or any of the other Transaction Documents, (D) that could have a material
      adverse effect on the Transferred Contracts or other Borrower Collateral or
      (E)
      seeking to materially and adversely affect the federal income tax or other
      federal, state or local tax attributes of the Notes or seeking to impose any
      excise, franchise, transfer or similar tax upon the Notes or the sale and
      assignment of the Contracts and the other Borrower Collateral
      hereunder.

     

    SECTION
      10.7. No
      Consents.
      It is
      not required to obtain the consent of any other party or any approval,
      authorization, consent, license, approval or authorization, or registration
      or
      declaration with, any Official Body or other Person in connection with the
      execution, delivery, performance, validity or enforceability of this Agreement
      or the other Transaction Documents to which it is a party, except such as have
      been duly made, effected or obtained.

     

    SECTION
      10.8. Solvency.
      It is
      solvent and will not become insolvent after giving effect to the transactions
      contemplated by this Agreement and the Transaction Documents. The Borrower
      has
      no Indebtedness to any Person other than pursuant to this Agreement and the
      other Transaction Documents except such Indebtedness to the Sellers as has
      been
      subordinated to the Borrower’s obligations under this Agreement. After giving
      effect to the transactions contemplated by this Agreement and the other
      Transaction Documents, it will have an adequate amount of capital to conduct
      its
      business in the foreseeable future.

     

    
      
        
        

      

      
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      [**CONFIDENTIAL
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        DOCUMENT]

    

     

     

    SECTION
      10.9. Tax
      Treatment.
      For
      federal income tax purposes, the Borrower or UACC will be treated as the owner
      of the Transferred Contracts and Other Conveyed Property, the Borrower or UACC
      will be treated as the borrower under this Agreement, and the Advances made
      under this Agreement will be treated as the Indebtedness of the Borrower or
      UACC. For legal purposes, the Sellers and the Borrower will treat the purchase
      or absolute assignment of the Transferred Contracts and Other Conveyed Property
      pursuant to the Sale and Servicing Agreement as a purchase or absolute
      assignment of the Sellers’ full right, title and ownership interest in such
      Transferred Contracts and Other Conveyed Property. For avoidance of doubt,
      UACC
      may consolidate the Borrower and/or its properties and other assets for
      accounting purposes.

     

    SECTION
      10.10. Compliance
      With Laws.
      It has
      complied and will comply in all material respects with all applicable laws,
      rules, regulations, judgments, agreements, decrees and orders with respect
      to
      its business and properties and all Borrower Collateral.

     

    SECTION
      10.11. Taxes.
      It has
      filed on a timely basis all tax returns (including, without limitation, foreign,
      federal, state, local and otherwise) required to be filed, is not liable for
      taxes payable by any other Person and has paid or made adequate provisions
      for
      the payment of all taxes, assessments and other governmental charges due from
      such Person. No tax lien or similar adverse claim has been filed, and no claim
      is being asserted, with respect to any such tax, assessment or other
      governmental charge. Any taxes, fees and other governmental charges payable
      by
      such Person in connection with the execution and delivery of this Agreement
      and
      the other Transaction Documents and the transactions contemplated hereby or
      thereby including the transfer of each Transferred Contract and Other Conveyed
      Property to such Person have been paid or shall have been paid if and when
      due
      at or prior to the Effective Date and the relevant Purchase Date, as the case
      may be.

     

    SECTION
      10.12. Certificates.
      Each
      Distribution Date Statement, Advance Request and Borrowing Base Confirmation
      is
      accurate in all material respects as of the date thereof.

     

    SECTION
      10.13. No
      Liens, Etc.
      The
      Borrower Collateral and each part thereof is owned by the Borrower free and
      clear of any Adverse Claim or restrictions on transferability and the Borrower
      has the full right, corporate power and lawful authority to assign, transfer
      and
      pledge the same and interests therein, and upon the making of each Advance,
      the
      Administrative/Collateral Agent, for the benefit of the Secured Parties, will
      have acquired a perfected, first priority and valid security interest (except,
      as to priority, for any Permitted Liens that may arise after the Effective
      Date
      to the extent granted priority under applicable law) in such Borrower
      Collateral, free and clear of any Adverse Claim or restrictions on
      transferability, to the extent (as to perfection and priority) that a security
      interest in said Borrower Collateral may be perfected under the applicable
      UCC.
      No effective financing statement or other instrument similar in effect covering
      all or any part of the Borrower Collateral is on file in any recording office,
      except such as will be released on the Effective Date or as may have been filed
      in favor of the Administrative/Collateral Agent as “Secured Party” pursuant
      hereto or as necessary or advisable to effect the sales contemplated by the
      Sale
      and Servicing Agreement.

     

    
      
        
        

      

      
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        DOCUMENT]

    

     

     

    SECTION
      10.14. Purchase
      and Sale.
      After
      giving effect to the making of the Advances and the application of the proceeds
      thereof on each Purchase Date, the Contracts Collateral will have been purchased
      by or contributed to the Borrower on such Purchase Date pursuant to the Sale
      and
      Servicing Agreement and all amounts owing to the respective Seller as
      consideration therefor will be paid in full (other than amounts due under the
      Promissory Notes).

     

    SECTION
      10.15. Information
      True and Correct.
      All
      information heretofore or hereafter furnished by or on behalf of such Person
      in
      writing to any Lender, any Agent or the Administrative/Collateral Agent in
      connection with this Agreement or any transaction contemplated hereby is and
      will be true and complete in all material respects and does not and will not
      omit to state a material fact necessary to make the statements contained therein
      not misleading.

     

    SECTION
      10.16. ERISA
      Compliance.
      Such
      Person has no benefit plans subject to ERISA.

     

    SECTION
      10.17. Financial
      or Other Condition.
      There
      has been no material adverse change in its condition (financial or otherwise),
      business, operations, results of operations, or properties since its date of
      organization.

     

    SECTION
      10.18. Investment
      Company Status.
      It is
      not an “investment company” or an “affiliated person” of, or “promoter” or
“principal underwriter” for, an “investment company,” as such terms are defined
      in the Investment Company Act of 1940, as amended.

     

    SECTION
      10.19. Eligible
      Contracts.
      All
      Contracts included in the Initial Borrowing Base as of the most recently
      delivered Distribution Date Statement or Borrowing Base Confirmation are
      Eligible Contracts. 

     

    SECTION
      10.20. Use
      of
      Proceeds.
      Neither
      Borrower, the individual Sellers nor UACC is engaged in the business of
      extending credit for the purpose of purchasing or carrying margin stock (as
      defined in Regulation U (12 CFR Part 221) of the Board of Governors of the
      Federal Reserve System) and none of the proceeds of the Advances will be used,
      directly or indirectly, for a purpose that violates Regulation T, Regulation
      U,
      Regulation X or any other regulation promulgated by the Board of Governors
      of
      the Federal Reserve System from time to time.

     

    SECTION
      10.21. Separate
      Existence.
      The
      Borrower is operated as an entity with assets and liabilities distinct from
      those of UPFC, UACC and any other Affiliates of the Borrower, UPFC or UACC,
      and
      the Borrower hereby acknowledges that the Administrative/Collateral Agent,
      each
      of the Agents and each of the Lenders are entering into the transactions
      contemplated by this Agreement in reliance upon the Borrower’s identity as a
      separate legal entity from UACC and each such Affiliate. Since its formation,
      the Borrower has been (and will be) operated in such a manner as to comply
      with
      the covenants set forth in Section 11.5.

     

    
      
        
        

      

      
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        DOCUMENT]

    

     

     

    There
      is
      not now, nor will there be at any time in the future, any agreement or
      understanding between UACC and the Borrower (other than as expressly set forth
      herein) providing for the allocation or sharing of obligations to make payments
      or otherwise in respect of any taxes, fees, assessments or other governmental
      charges.

     

    SECTION
      10.22. Investments.
      The
      Borrower does not own or hold, directly or indirectly, any capital stock or
      equity security of, or any equity interest in, any Person, other than, in the
      case of the Borrower, the Permitted Investments in the Borrower
      Accounts.

     

    SECTION
      10.23. Representation
      and Warranties True and Correct.
      Each of
      the representations and warranties of such Person contained in this Agreement
      and the other Transaction Documents is true and correct in all material respects
      and such Person hereby makes each such representation and warranty to, and
      for
      the benefit of, the Administrative/Collateral Agent and the other Secured
      Parties as if the same were set forth in full herein.

     

    SECTION
      10.24. Transaction
      Documents.
      The
      Sale and Servicing Agreement is the only agreement pursuant to which the
      Borrower purchases and receives contributions of Contracts, and the Transaction
      Documents delivered to the Administrative/Collateral Agent represent all
      material agreements between the Sellers, on the one hand, and the Borrower,
      on
      the other. It has furnished to the Administrative/Collateral Agent and each
      Agent true, correct and complete copies of each Transaction Document to which
      it
      is a party, each of which is in full force and effect. Neither the Borrower,
      either Seller nor any Affiliate party thereto is in default of any of its
      obligations thereunder in any material respect. Upon the purchase and/or
      contribution of each Transferred Contract pursuant to the Sale and Servicing
      Agreement, the Borrower shall be the lawful owner of, and have good title to,
      such Transferred Contract and all assets relating thereto, free and clear of
      any
      Liens. All such assets are transferred to the Borrower without recourse to
      the
      related Seller except as described in the Sale and Servicing Agreement. The
      purchases of such assets by the Borrower constitute valid and true sales for
      consideration (and not merely a pledge of such assets for security purposes)
      and
      the contributions of such assets received by the Borrower constitute valid
      and
      true transfers for consideration, each enforceable against creditors of the
      related Seller, and no such assets shall constitute property of that
      Seller.

     

    SECTION
      10.25. Ownership
      of the Borrower.
      One
      hundred percent (100%) of the outstanding capital stock of the Borrower is
      and
      will be directly owned (both beneficially and of record) by UACC. All such
      stock
      is and will be validly issued, and there are no options, warrants or other
      rights to acquire shares or other equity rights in the Borrower.

     

    ARTICLE
      XI

     

    COVENANTS

     

    From
      the
      date hereof until the first day following the Facility Termination Date on
      which
      all Obligations shall have been finally and fully paid and performed, each
      of
      the Borrower, the Guarantor, the Servicer (so long as UACC is the Servicer)
      and
      each Seller (unless otherwise indicated) hereby covenants and agrees with the
      Investors, the Custodian and the Administrative/Collateral Agent
      that:

     

    
      
        
        

      

      
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      [**CONFIDENTIAL
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    SECTION
      11.1. Protection
      of Security Interest of the Secured Parties.

     

    (a) At
      or
      prior to the Effective Date, the Borrower shall have filed or caused to be
      filed
      a UCC-1 financing statement, naming the Borrower as debtor, naming the
      Administrative/Collateral Agent (for the benefit of the Secured Parties) as
      secured party and describing the Borrower Collateral, with the office of the
      Secretary of State of the State of California. From time to time thereafter,
      the
      Borrower shall file such financing statements and cause to be executed and
      filed
      such continuation statements, all in such manner and in such places as may
      be
      required by law fully to preserve, maintain and protect the interest of the
      Secured Parties under this Agreement in the Borrower Collateral and in the
      proceeds thereof. The Borrower shall deliver (or cause to be delivered) to
      the
      Administrative/Collateral Agent file-stamped copies of, or filing receipts
      for,
      any document filed as provided above, as soon as available following such
      filing. In the event that the Borrower fails to perform its obligations under
      this subsection, the Administrative/Collateral Agent at the direction of the
      Required Lenders may do so, in each case at the expense of the
      Borrower.

     

    (b) The
      Borrower shall not change its name, identity or corporate structure in any
      manner that would, make any financing statement or continuation statement filed
      by the Borrower (or by the Administrative/Collateral Agent on behalf of the
      Borrower) in accordance with paragraph (a) above seriously misleading or change
      its jurisdiction of organization, unless the Borrower shall have given the
      Administrative/Collateral Agent at least 30 days prior written notice thereof,
      and shall promptly file appropriate amendments to all previously filed financing
      statements and continuation statements.

     

    (c) The
      Borrower shall maintain its computer systems, if any, so that, from and after
      the time of the first Advance under this Agreement, the Borrower’s master
      computer records (including archives) that shall refer to the Borrower
      Collateral indicate clearly that such Borrower Collateral is subject to first
      priority security interest in favor of the Administrative/Collateral Agent,
      for
      the benefit of the Secured Parties. Indication of the Administrative/Collateral
      Agent’s (for the benefit of the Secured Parties) security interest shall be
      deleted from or modified on the Borrower’s computer systems when, and only when,
      the Borrower Collateral in question shall have been paid in full, the security
      interest under this Agreement has been released in accordance with its terms,
      with respect to any Transferred Contract, upon such Transferred Contract
      becoming a Repurchased Contract or otherwise as expressly permitted by the
      Sale
      and Servicing Agreement or by this Agreement.

     

    (d) Without
      limiting any of the other provisions hereof, if at any time the Borrower shall
      propose to sell, grant a security interest in, or otherwise transfer any
      interest in motor vehicle receivables to any prospective lender or other
      transferee, the Borrower shall give to such prospective lender or other
      transferee computer tapes, records, or print-outs (including any restored from
      archives) that, if they shall refer in any manner whatsoever to any Borrower
      Collateral shall indicate clearly that such Borrower Collateral is subject
      to a
      first priority security interest in favor of the Administrative/Collateral
      Agent, for the benefit of the Secured Parties.


    
      
        
        

      

      
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    SECTION
      11.2. Other
      Liens or Interests.
      Except
      for the security interest granted hereunder and the second priority security
      interest granted under the Residual Financing Agreement, the Borrower will
      not
      sell, pledge, assign or transfer to any other Person, or grant, create, incur,
      assume or suffer to exist any Lien on the Borrower Collateral or any interest
      therein (other than Permitted Liens), and the Borrower shall defend the right,
      title, and interest of the Administrative/Collateral Agent (for the benefit
      of
      the Secured Parties) and the Investors in and to the Borrower Collateral against
      all claims of third parties claiming through or under the Borrower.

     

    SECTION
      11.3. Costs
      and Expenses.
      The
      Borrower shall pay all of its reasonable costs and disbursements in connection
      with the performance of its obligations hereunder and under the Transaction
      Documents.

     

    SECTION
      11.4. Reporting
      Requirements.
      The
      Borrower shall furnish, or cause to be furnished, to the
      Administrative/Collateral Agent:

     

    (a) as
      soon
      as available and in any event within 120 days (or next succeeding Business
      Day
      if the last day of such period is not a Business Day) after the end of each
      fiscal year, a copy of the audited consolidated financial statements for such
      year for UPFC and its consolidated Subsidiaries, certified without qualification
      by Independent Accountants acceptable to the Required Lenders, and a copy of
      the
      unaudited consolidated financial statements for such year for UACC and its
      consolidated Subsidiaries, and a copy of the unaudited consolidated financial
      statements for such year for UABO and its consolidated Subsidiaries, and each
      other report or statement sent to shareholders or publicly filed by UACC, UPFC,
      UABO either Seller or the Borrower, to the extent not previously furnished
      to
      the Administrative/Collateral Agent;  

     

    (b) as
      soon
      as available and in any event within 45 days (or next succeeding Business Day
      if
      the last day of such period is not a Business Day) after the end of each of
      the
      first three quarters of each fiscal year of UACC, UABO and UPFC, an unaudited
      consolidated balance sheet of each of UPFC and its consolidated Subsidiaries,
      UACC and its consolidated Subsidiaries and UABO and its consolidated
      Subsidiaries as of the end of such quarter and including the prior comparable
      period, and unaudited consolidated statements of income and retained earnings,
      of each of UPFC and its consolidated Subsidiaries, UACC and its consolidated
      Subsidiaries and UABO and its consolidated Subsidiaries for such quarter and
      for
      the period commencing at the end of the previous fiscal year and ending with
      the
      end of such quarter, certified by the chief financial officer or chief
      accounting officer of UPFC, UACC and UABO, respectively, identifying such
      documents as being the documents described in this paragraph (b) and stating
      that the information set forth therein fairly presents the financial condition
      of UPFC and its consolidated Subsidiaries, UACC and its consolidated
      Subsidiaries or UABO and its consolidated Subsidiaries, as the case may be,
      as
      of and for the periods then ended, subject to year-end adjustments and
      confirming that UPFC, UACC, or UABO as the case may be, is in compliance with
      all financial covenants in the Transaction Documents;


    
      
        
        

      

      
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    (a) as
      soon
      as possible and in any event within five days after the occurrence of a Facility
      Termination Event or Unmatured Facility Termination Event, the statement of
      an
      Executive Officer of the Borrower or UACC or UABO setting forth complete details
      of such Facility Termination Event or Unmatured Facility Termination Event
      and
      the action which the Borrower has taken, is taking and proposes to take with
      respect thereto; and

     

    (b) promptly,
      from time to time, such other information, documents, records or reports
      respecting the Transferred Contracts, the Other Conveyed Property related
      thereto or the Financed Vehicles related thereto, the other Borrower Collateral
      or the condition or operations, financial or otherwise, of the Borrower, either
      Seller, UPFC, UACC or UABO or any of its Subsidiaries, as any Agent may, from
      time to time, reasonably request.

     

    SECTION
      11.5. Separate
      Existence.

     

    (a) The
      Borrower shall conduct its business solely in its own name through its duly
      authorized officers or agents so as not to mislead others as to the identity
      of
      the entity with which such persons are concerned, and shall use its best efforts
      to avoid the appearance that it is conducting business on behalf of any
      Affiliate thereof or that the assets of the Borrower are available to pay the
      creditors of UACC or any Affiliate thereof (other than as expressly provided
      herein).

     

    (b) It
      shall
      maintain corporate records and books of account separate from those of UACC
      and
      any other Affiliate thereof.

     

    (c) It
      shall
      obtain proper authorization for all corporate action requiring such
      authorization.

     

    (d) It
      shall
      pay its own operating expenses and liabilities from its own funds.

     

    (e) It
      will
      insure that the annual financial statements of UACC shall disclose the effects
      of the transactions contemplated hereby in accordance with GAAP.

     

    (f) The
      resolutions, agreements and other instruments of the Borrower underlying the
      transactions described in the Transaction Documents shall be continuously
      maintained by the Borrower as official records of the Borrower.

     

    (g) It
      shall
      maintain an arm’s-length relationship with UACC and its other Affiliates, and
      shall not hold itself out as being liable for the debts of UACC or any of its
      other Affiliates.


    
      
        
        

      

      
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    (h) It
      shall
      keep its assets and liabilities separate from those of all other entities other
      than as permitted by the Transaction Documents.

     

    (i) The
      books
      and records of the Borrower shall be maintained at the address designated herein
      for receipt of notices, unless the Borrower shall otherwise advise the parties
      hereto in writing.

     

    (j) It
      shall
      not maintain bank accounts or other depository accounts to which any Affiliate
      is an account party, into which any Affiliate makes deposits or from which
      any
      Affiliate has the power to make withdrawals, except as otherwise permitted
      by
      the Transaction Documents.

     

    (k) It
      shall
      insure that any consolidated financial statements of UACC have notes to the
      effect that the Borrower is a separate entity whose creditors have a claim
      on
      its assets prior to those assets becoming available to its equity
      holders.

     

    (l) It
      shall
      not amend, supplement or otherwise modify (i) its organization documents, except
      in accordance therewith and with the prior written consent of the Required
      Lenders (which consent shall not be unreasonably withheld) or (ii) its bylaws
      except in accordance therewith.

     

    SECTION
      11.6. Interest
      Rate Caps. 

     

    (a) The
      Borrower hereby covenants and agrees that in the event the LIBOR Rate is greater
      than [*] at any time, it shall, within two Business Days, obtain and deliver
      to
      the Administrative/Collateral Agent one or more Interest Rate Caps from
      qualified Cap Providers in favor of the Administrative/Collateral Agent for
      the
      benefit of the Secured Parties having, singly or in the aggregate, an Aggregate
      Interest Rate Caps Notional Amount not less than the Required Interest Rate
      Caps
      Notional Amount, which (1) each shall have a notional principal amount
      equal to or greater than $5,000,000, (2) may provide for reductions of the
      Aggregate Interest Rate Caps Notional Amount on each Distribution Date on an
      amortization schedule for such Aggregate Interest Rate Caps Notional Amount
      assuming a 0.0 ABS prepayment speed (or such other ABS prepayment speed as
      may
      be approved in writing by the Required Lenders and the Rating Agencies) and
      zero
      losses, and (3) shall have other terms and conditions and be represented by
      Cap
      Agreements otherwise acceptable to the Required Lenders and the Rating Agencies.
      The Borrower agrees that each Interest Rate Cap shall provide for payments
      to
      the Administrative/Collateral Agent and that such payments shall be deposited
      into the Collection Account.


    
      
        
        

      

      
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    (b) On
      any
      Servicer Report Date on which the Minimum Liquidity Amount Test has not been
      satisfied, the Borrower shall be required to deposit an amount equal to the
      Cap
      Funding Reserve Account Requirement into the Cap Funding Reserve Account on
      such
      Servicer Report Date; provided,
      however, that
      if
      the Minimum Liquidity Amount Test is subsequently satisfied for any three
      consecutive Servicer Report Dates following the Servicer Report Date on which
      the Minimum Liquidity Amount Test failed to be satisfied, all funds then on
      deposit in the Cap Funding Reserve Account shall be released to the Borrower
      on
      the third such Servicer Report Date; provided
      further,
      that if
      the Cap Funding Reserve Account Requirement shall increase on any applicable
      Servicer Report Date as a result of an increase in the estimated cost of
      purchasing Interest Rate Caps from qualified Cap Providers, the Borrower shall
      be required to deposit an amount equal to such additional cost into the Cap
      Funding Reserve Account on such Servicer Report Date; provided
      further,
      that if
      the Cap Funding Reserve Account Requirement shall decrease on any applicable
      Servicer Report Date as a result of a decrease in the estimated cost of
      purchasing Interest Rate Caps from qualified Cap Providers, the excess of the
      amount on deposit in the Cap Funding Reserve Account over the adjusted Cap
      Funding Reserve Account Requirement shall be withdrawn from the Cap Funding
      Reserve Account and released to the Borrower on such Servicer Report Date.
      As
      specified in Section 11.6(a) above, in the event the LIBOR Rate is greater
      than
      [*] at any time, the Borrower may use the funds in the Cap Funding Reserve
      Account to purchase one or more Interest Rate Caps. If the Borrower defaults
      on
      its obligations under Section 11.6(a), the Administrative/Collateral Agent,
      at
      the direction of the Required Lenders, may use the funds in the Cap Funding
      Reserve Account to purchase the Interest Rate Caps; provided,
      however,
      that
      such action by the Administrative/Collateral Agent shall not release the
      Borrower from its obligations under this Section 11.6; provided
      further,
      that
      the Servicer shall provide the Administrative/Collateral Agent with all
      information necessary to purchase such Interest Rate Caps; provided
      further,
      that if
      the amount on deposit in the Cap Funding Reserve Account is insufficient to
      purchase any required Interest Rate Caps, the Borrower shall be responsible
      for
      any such shortfall; provided
      further,
      that if
      the Borrower defaults on its obligation with respect to such Cap Funding Reserve
      Account shortfall, the Administrative/Collateral Agent shall follow the
      instructions provided by the Required Lenders with respect to the satisfaction
      of any such shortfall or the purchase of any Interest Rate Caps. Funds retained
      in the Cap Funding Reserve Account following application as set forth above
      shall be invested at the direction of the Servicer in Permitted Investments
      with
      maturities not later than the next succeeding Business Day. Any earnings on
      such
      invested funds shall be deposited and held in the Cap Funding Reserve Account
      and applied in the same manner and priority as payments pursuant to the Interest
      Rate Caps. 

     

    (c) In
      the
      event that any Cap Provider defaults in its obligation to make a payment to
      the
      Administrative/Collateral Agent under one or more Cap Agreements on any date
      on
      which payments are due pursuant to a Cap Agreement, the
      Administrative/Collateral Agent shall make a demand on such Cap Provider, or
      any
      guarantor, if applicable, demanding payment by 12:30 p.m., New York City time,
      on such date. The Administrative/Collateral Agent shall give notice to the
      Lenders and the Rating Agencies upon the continuing failure by any Cap Provider
      to perform its obligations during the two Business Days following a demand
      made
      by the Administrative/Collateral Agent on such Cap Provider, and shall take
      such
      action with respect to such continuing failure as may be directed by the
      Required Lenders.


    
      
        
        

      

      
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    (d) In
      the
      event that any Cap Provider no longer maintains the ratings specified in the
      definition of “Cap Provider,” then within 30 days after receiving notice of such
      decline in the creditworthiness of such Cap Provider as determined by any Rating
      Agency, either (x) such Cap Provider, upon the receipt of the consent of
      the Required Lenders and with the prior written confirmation of each Rating
      Agency that such arrangement will not result in the reduction or withdrawal
      of
      the rating of the Notes, will enter into an arrangement the purpose of which
      shall be to assure performance by the Cap Provider of its obligations under
      the
      Interest Rate Cap; or (y) the Borrower shall at its option either (i) upon
      the receipt of the consent of the Required Lenders, and with the prior written
      confirmation of each Rating Agency that such arrangement will not result in
      the
      reduction or withdrawal of the rating of the Notes, cause such Cap Provider
      to
      pledge securities in the manner provided by applicable law which shall be held
      by the Administrative/Collateral Agent free and clear of the Lien of any third
      party, in a manner conferring on the Administrative/Collateral Agent a perfected
      first Lien in such securities securing such Cap Provider’s performance of its
      obligations under the applicable Interest Rate Cap, (ii) provided that a
      Replacement Interest Rate Cap or Qualified Substitute Arrangement meeting the
      requirements of Section 11.6(e) has been obtained, (A) provide written
      notice to such Cap Provider (with a copy to the Administrative/Collateral Agent)
      of its intention to terminate the applicable Interest Rate Cap within such
      30-day period and (B) terminate the applicable Interest Rate Cap within
      such 30-day period, request the payment to it of all amounts due to the
      Administrative/Collateral Agent under the applicable Interest Rate Cap through
      the termination date and deposit any such amounts so received, on the day of
      receipt, to the Collection Account, or (iii) establish any other
      arrangement (including an arrangement or arrangements in addition to or in
      substitution for any prior arrangement made in accordance with the provisions
      of
      this Section 11.6(d)) which (A) satisfy the Required Lenders and (B) are subject
      to the condition that each Rating Agency shall have confirmed in writing that
      such arrangement will not result in the reduction or withdrawal of the rating
      of
      the Notes (a “Qualified
      Substitute Arrangement”);
      provided,
      however,
      that in
      the event at any time any alternative arrangement established pursuant to clause
      (x) or (y)(i) or (y)(iii) above shall cease to be satisfactory to the Required
      Lenders, then the provisions of this Section 11.6(d) shall again be applied
      and
      in connection therewith the 30-day period referred to above shall commence
      on
      the date the Borrower receives notice of such cessation or termination, as
      the
      case may be.

     

    (e) Unless
      an
      alternative arrangement pursuant to clause (x) or (y)(i) or (y)(iii) of Section
      11.6(d) is being established, the Borrower shall use its best efforts to obtain
      a Replacement Interest Rate Cap or Qualified Substitute Arrangement meeting
      the
      requirements of this Section 11.6(e) during the 30-day period referred to in
      Section 11.6(d). Neither the Borrower nor the Administrative/Collateral Agent
      shall terminate the Interest Rate Cap unless, prior to the expiration of the
      30-day period referred to in said Section 11.6(d), the Borrower delivers to
      the
      Administrative/Collateral Agent (i) a Replacement Interest Rate Cap or
      Qualified Substitute Arrangement, (ii) to the extent applicable, an Opinion
      of Counsel as to the due authorization, execution and delivery and validity
      and
      enforceability of such Replacement Interest Rate Cap or Qualified Substitute
      Arrangement, as the case may be, (iii) evidence that the Required Lenders
      have consented to the termination of the Interest Rate Cap and its replacement
      with such Replacement Interest Rate Cap or Qualified Substitute Arrangement
      and
      (iv) a letter from each Rating Agency confirming that such termination and
      replacement will not adversely affect its rating of the Notes.

     

    (f) The
      Servicer or the Borrower shall notify the Administrative/Collateral Agent within
      five Business Days after obtaining actual knowledge that the senior unsecured
      debt rating of the Cap Provider has been withdrawn or reduced by any Rating
      Agency.


    
      
        
        

      

      
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    (g) Notwithstanding
      the foregoing, the Borrower may at any time obtain a Replacement Interest Rate
      Cap, provided that the Borrower delivers to the Administrative/Collateral Agent
      evidence of the receipt of the consent of the Required Lenders to the
      termination of the then-current Interest Rate Cap and its replacement with
      such
      Replacement Interest Rate Cap and a letter from each Rating Agency confirming
      that such termination and replacement will not adversely affect its rating
      of
      the Notes.

     

    (h) The
      Borrower shall not agree to any amendment to any Interest Rate Cap unless (i)
      the Borrower shall have received evidence of the consent of the Required Lenders
      to such amendment to such Interest Rate Cap and (ii) it shall have received
      a
      letter from each Rating Agency confirming that such amendment will not adversely
      affect its rating of the Notes.

     

    (i) The
      Borrower shall notify each Rating Agency and the Lenders after obtaining actual
      knowledge of the transfer by the related Cap Provider of any Interest Rate
      Cap,
      or any interest or obligation thereunder.

     

    (j) The
      Administrative/Collateral Agent, with the consent of the Required Lenders,
      upon
      notification from the Borrower, shall sell all or a portion of the Interest
      Rate
      Caps subject to the following conditions having been met:

     

    (x) the
      Aggregate Interest Rate Caps Notional Amount after giving effect to such sale
      shall equal or exceed the Required Interest Rate Caps Notional Amount as of
      the
      date of such sale after giving effect to all payments and allocations made
      pursuant to this Agreement; 

     

    (y) such
      sale
      will not result in a downgrading or withdrawal of the then-current rating on
      the
      Notes by any Rating Agency; and

     

    (z) the
      minimum notional amount denomination of any Interest Rate Cap to be sold is
      $1,000,000.

     

    The
      Borrower shall have the duty of obtaining a fair market value price for the
      sale
      of the Administrative/Collateral Agent’s rights under any Interest Rate Cap,
      notifying the Administrative/Collateral Agent of prospective purchasers and
      bids, and selecting the purchaser of such Interest Rate Cap. The
      Administrative/Collateral Agent upon receipt of the purchase price in the
      Collection Account shall execute all documentation necessary to effect the
      transfer of the Administrative/Collateral Agent’s rights under such Interest
      Rate Cap and to release the Lien of the Administrative/Collateral Agent on
      such
      Interest Rate Cap and proceeds thereof.

     

    SECTION
      11.7. Tangible
      Net Worth.
      The
      Borrower shall maintain at all times a positive Tangible Net Worth.

     

    SECTION
      11.8. Stock,
      Merger, Consolidation, Etc.
      The
      Borrower shall not merge or consolidate with any other Person or permit any
      other Person to become the successor to all or substantially all of its business
      or assets without the prior written consent of the Required
      Lenders.


    
      
        
        

      

      
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    SECTION
      11.9. Change
      in Name.
      It
      shall not make any change to its name or use any trade names, fictitious names,
      assumed names or “doing business as” names.

     

    SECTION
      11.10.  Indebtedness;
      Guarantees.
      The
      Borrower shall not create, incur, assume or suffer to exist any indebtedness
      other than indebtedness permitted under the Transaction Documents and
      indebtedness incurred under the Residual Financing Agreement. The Borrower
      shall
      incur no additional borrowed money indebtedness secured by the Borrower
      Collateral other than the Advances and indebtedness incurred under the Residual
      Financing Agreement. Except pursuant to the Residual Financing Agreement, the
      Borrower shall not assume, guarantee, endorse or otherwise be or become directly
      or contingently liable for the obligations of any Person by, among other things,
      agreeing to purchase any obligation of another Person, agreeing to advance
      funds
      to such Person or causing or assisting such Person to maintain any amount of
      capital.

     

    SECTION
      11.11. Limitation
      on Transactions with Affiliates.
      The
      Borrower shall not enter into, or be a party to any transaction with any
      Affiliate of the Borrower, except for (a) the transactions contemplated by
      the Transaction Documents and (b) to the extent not otherwise prohibited
      under this Agreement, other transactions in the nature of employment contracts
      and directors’ fees, upon fair and reasonable terms materially no less favorable
      to the Borrower than would be obtained in a comparable arm’s-length transaction
      with a Person not an Affiliate.

     

    SECTION
      11.12. Documents.
      Except
      as other wise expressly permitted herein (including, without limitation, in
      Section 11.6 regarding Interest Rate Caps), it shall not cancel or terminate
      any
      of the Transaction Documents to which it is party (in any capacity), or consent
      to or accept any cancellation or termination of any of such agreements, or
      amend
      or otherwise modify any term or condition of any of the Transaction Documents
      to
      which it is party (in any capacity) or give any consent, waiver or approval
      under any such agreement, or waive any default under or breach of any of the
      Transaction Documents to which it is party (in any capacity) or take any other
      action under any such agreement not required by the terms thereof, unless (in
      each case) the Required Lenders shall have consented thereto (which consent
      shall not unreasonably be withheld to the extent set forth in such Transaction
      Document).

     

    SECTION
      11.13. Preservation
      of Existence.
      It
      shall observe all procedures required by its organizational documents and
      preserve and maintain its existence, rights, franchises and privileges in the
      jurisdiction of its formation and qualify and remain qualified in good standing
      in each jurisdiction where the failure to preserve and maintain such existence,
      rights, franchises, privileges and qualifications would materially adversely
      affect (1) the interests hereunder of the Required Lenders or any Secured
      Party, (2) the collectibility of any Transferred Contract or (3) its
      ability to perform its obligations hereunder or under any of the other
      Transaction Documents.

     

    SECTION
      11.14. Keeping
      of Records and Books of Account.
      The
      Servicer shall maintain and implement administrative and operating procedures
      (including, without limitation, an ability to recreate records evidencing the
      Contracts in the event of the destruction of the originals thereof) and keep
      and
      maintain, all documents, books, records and other information reasonably
      necessary or advisable for the collection of all Transferred Contracts
      (including, without limitation, records adequate to permit the daily
      identification of all collections of and adjustments to each Transferred
      Contract).


    
      
        
        

      

      
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    SECTION
      11.15. Accounting
      Treatment.
      The
      Borrower shall not prepare any financial statements or other statements
      (including any tax filings which are not consolidated with those of UACC) which
      shall account for the transactions contemplated by the Sale and Servicing
      Agreement in any manner other than as the sale of, or a capital contribution
      of,
      the Transferred Contracts and the related assets by the Sellers to the Borrower.
      For avoidance of doubt, UACC may consolidate the Borrower and/or its properties
      and other assets for accounting purposes.

     

    SECTION
      11.16. Limitation
      on Investments.
      The
      Borrower shall not form, or cause to be formed, any Subsidiaries; or make or
      suffer to exist any loans or advances to, or extend any credit to, or make
      any
      investments (by way of transfer of property, contributions to capital, purchase
      of stock or securities or evidences of indebtedness, acquisition of the business
      or assets, or otherwise) in, any Affiliate or any other Person except as
      otherwise permitted herein and pursuant to the other Transaction
      Documents.

     

    SECTION
      11.17. Distributions.
      The
      Borrower shall not declare or make (a) payment of any distribution on or in
      respect of any shares of its capital stock, or (b) any payment on account
      of the purchase, redemption, retirement or acquisition of any option, warrant
      or
      other right to acquire such shares unless (in each case) at the time of such
      declaration or payment (and after giving effect thereto) no Facility Termination
      Event under Section 14.1 or Unmatured Facility Termination Event under Section
      14.1 shall occur or be continuing and no amount payable by the Borrower under
      any Transaction Document is then due and owing but unpaid.

     

    SECTION
      11.18. Maintain
      Records of Transferred Contracts.
      The
      Servicer shall, at its own cost and expense, maintain satisfactory and complete
      records of the Contract Collateral, including a record of all payments received
      and all credits granted with respect to the Contract Collateral and all other
      dealings with the Contract Collateral. The Servicer shall maintain its computer
      systems so that, from and after the time of sale under the Sale and Servicing
      Agreement of the Contracts to the Borrower, the Servicer’s master computer
      records (including any back-up archives) that refer to a Transferred Contract
      shall indicate the interest of the Borrower and the Administrative/Collateral
      Agent in such Transferred Contract and that such Transferred Contract is owned
      by the Borrower and has been pledged to the Administrative/Collateral Agent
      for
      the benefit of the Secured Parties pursuant to this Agreement.

     

    SECTION
      11.19. Performance
      of Borrower Assigned Agreements.
      The
      Borrower shall (i) perform and observe all the terms and provisions of the
      Transaction Documents (including, without limitation, each of the Borrower
      Assigned Agreements) to which it is a party to be performed or observed by
      it,
      maintain such Transaction Documents in full force and effect, enforce such
      Transaction Documents in accordance with their terms and take all such action
      to
      such end as may be from time to time requested by any Agent, and (ii) upon
      request of any Agent, make to any other party to such Transaction Documents
      such
      demands and requests for information and reports or for action as the Borrower
      is entitled to make thereunder.


    
      
        
        

      

      
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    SECTION
      11.20. Notice
      of Material Adverse Claim.
      It
      shall advise the Administrative/Collateral Agent promptly, in reasonable detail,
      (i) of any material Adverse Claim, other than a Permitted Lien, known to it
      made or asserted against any of the Borrower Collateral, and (ii) of the
      occurrence of any event which would have a material adverse effect on the
      aggregate value of the Borrower Collateral or on the assignments and security
      interests granted by the Borrower in this Agreement. 

     

    SECTION
      11.21. Further
      Assurances; Financing Statements. 

     

    (a) The
      Borrower agrees that at any time and from time to time, at its expense, it
      shall
      promptly execute and deliver all further instruments and documents, and take
      all
      reasonable further action, that may be necessary or desirable or that the
      Required Lenders may request to perfect and protect the assignments and security
      interests granted or purported to be granted by this Agreement or to enable
      the
      Administrative/Collateral Agent or any of the Secured Parties to exercise and
      enforce its rights and remedies under this Agreement with respect to any
      Borrower Collateral. Without limiting the generality of the foregoing, the
      Borrower shall execute and file such financing or continuation statements,
      or
      amendments thereto, and such other instruments or notices as may be necessary
      or
      desirable or that the Required Lenders may reasonably request to protect and
      preserve the assignments and security interests granted by this Agreement.
      

     

    (b) The
      Borrower and each Secured Party hereby severally authorize the
      Administrative/Collateral Agent, upon receipt of written direction from the
      Required Lenders (if the Borrower has failed to fulfill its duties under Section
      11.21(a)), to file one or more financing or continuation statements, and
      amendments thereto, relating to all or any part of the Borrower Collateral.
      

     

    (c) It
      shall
      furnish to the Administrative/Collateral Agent from time to time such statements
      and schedules further identifying and describing the Contract Collateral and
      such other reports in connection with the Borrower Collateral as the Required
      Lenders may reasonably request, all in reasonable detail. 

     

    SECTION
      11.22. Ratings
      Reaffirmations.
      On
      September 1 of each year or within 30 days thereafter, the Borrower shall obtain
      from Standard & Poor’s and Moody’s written reaffirmations that the Notes
      remain rated at least BBB by Standard & Poor’s and Baa2 by Moody’s and shall
      distribute copies thereof to the Administrative/Collateral Agent and the Agents
      promptly
      upon receipt of the reaffirmations.

     

    ARTICLE
      XII

     

    THE
      SERVICER; THE BACKUP SERVICER

     

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


    
      
        
        

      

      
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    SECTION
      12.2. Merger
      or Consolidation of, or Assumption of the Obligations of, the Servicer or Backup
      Servicer.
      The
      Servicer shall not merge or consolidate with any other Person, convey, transfer
      or lease all or substantially all its assets as an entirety to another Person,
      or permit any other Person to become the successor to all or substantially
      all
      of its business or assets, unless after the merger, consolidation, conveyance,
      transfer, lease or succession, the successor or surviving entity shall be an
      Eligible Servicer and shall be capable of fulfilling the duties of the Servicer
      contained in this Agreement. Any Person (i) into which the Servicer may be
      merged or consolidated, (ii) resulting from any merger or consolidation to
      which the Servicer shall be a party, (iii) which acquires by conveyance,
      transfer, or lease substantially all of the assets of the Servicer, or
      (iv) succeeding to the business of the Servicer, in any of the foregoing
      cases shall execute an agreement of assumption to perform every obligation
      of
      the Servicer under this Agreement and the other Transaction Documents to which
      the Servicer is a party and, whether or not such assumption agreement is
      executed, shall be the successor to the Servicer under this Agreement without
      the execution or filing of any paper or any further act on the part of any
      of
      the parties to this Agreement, anything in this Agreement to the contrary
      notwithstanding; provided, however, that nothing contained herein shall be
      deemed to release the Servicer from any obligation hereunder. The Servicer
      shall
      provide notice of any merger, consolidation or succession pursuant to this
      Section 12.2(a) to the Required Lenders and the Backup Servicer and the Required
      Lenders shall have consented thereto. Notwithstanding the foregoing, as a
      condition to the consummation of the transactions referred to in clauses (i),
      (ii), (iii) and (iv) above, (x) immediately after giving effect to such
      transaction, no representation or warranty made pursuant to Section 8.2 shall
      have been breached in any material respect (for purposes hereof, such
      representations and warranties shall speak as of the date of the consummation
      of
      such transaction) and no event that after notice or lapse of time would become
      a
      Facility Termination Event pursuant to Section 14.1 shall have occurred and
      be
      continuing, (y) the Servicer shall have delivered to the
      Administrative/Collateral Agent an Officer’s Certificate and an Opinion of
      Counsel each stating that such consolidation, merger or succession and such
      agreement of assumption comply with this Section 12.2(a), and (z) the
      Servicer shall have delivered to the Administrative/Collateral Agent an Opinion
      of Counsel, stating, in the opinion of such counsel, either (A) all
      financing statements and continuation statements and amendments thereto have
      been executed and filed that are necessary to preserve and protect the security
      interest of the Administrative/Collateral Agent (for the benefit of the Secured
      Parties) in the Transferred Contracts and reciting the details of the filings,
      if any, or (B) no such action shall be necessary to preserve and protect
      such interest.

     

    SECTION
      12.3. Limitation
      on Liability of Backup Servicer.

     

    (a) Neither
      the Backup Servicer nor any of the directors or officers or employees or agents
      of the Backup Servicer shall be under any liability to the Borrower, the
      Investors or the Administrative/Collateral Agent, except as provided in this
      Agreement, for any action taken or for refraining from the taking of any action
      pursuant to this Agreement; provided, however, that this provision shall not
      protect the Backup Servicer or any such Person against any liability that would
      otherwise be imposed by reason of a breach of this Agreement or willful
      misfeasance, bad faith or negligence in the performance of its duties. The
      Backup Servicer and any director, officer, employee or agent of the Backup
      Servicer may rely in good faith on the written advice of counsel or on any
      document of any kind prima
      facie
      properly
      executed and submitted by any Person respecting any matters arising under this
      Agreement.


    
      
        
        

      

      
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    (b) Unless
      acting as Servicer hereunder, the Backup Servicer shall not be liable for any
      obligation of the Servicer contained in this Agreement, and the Administrative/Collateral
      Agent, the Borrower and the Investors shall look only to the Servicer to perform
      such obligations.

     

    (c) The
      Backup Servicer shall have no responsibility and shall not be in default
      hereunder nor incur any liability for any failure, error, malfunction or any
      delay in carrying out any of its duties under this Agreement if any such failure
      or delay results from the Backup Servicer acting in accordance with information
      prepared or supplied by a Person other than the Backup Servicer or the failure
      of any such Person to prepare or provide such information. The Backup Servicer
      shall have no responsibility, shall not be in default and shall incur no
      liability (i) for any act or failure to act by any third party, including the
      Servicer or the Administrative/Collateral Agent or for any inaccuracy or
      omission in a notice or communication received by the Backup Servicer from
      any
      third party or (ii) that is due to or results from the invalidity,
      unenforceability of any Transferred Contract under applicable law or the breach
      or the inaccuracy of any representation or warranty made with respect to any
      Transferred Contract.

     

    (d) Notwithstanding
      anything in this Agreement to the contrary, a delay in or a failure to perform
      by the Backup Servicer, including in its capacity as successor Servicer, under
      this Agreement for a period of no more than 60 days shall not constitute a
      breach under this Agreement or a Servicer Default if such delay or failure
      could
      not be prevented by the exercise of reasonable diligence by the Servicer and
      such delay or failure was caused by an act of God or the public enemy, acts
      of
      declared or undeclared war, public disorder, rebellion or sabotage, epidemics,
      landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes;
      provided, however, that the foregoing shall not relieve the Servicer from using
      reasonable efforts to perform its obligations in a timely manner in accordance
      with the terms of this Agreement.

     

    SECTION
      12.4. Backup
      Servicer Not to Resign.
      Subject
      to the provisions of Section
      12.2,
      the
      Backup Servicer shall not resign from the obligations and duties imposed on
      it
      by this Agreement as Backup Servicer except upon a determination that by reason
      of a change in legal requirements the performance of its duties under this
      Agreement would cause it to be in violation of such legal requirements and
      the
      Administrative/Collateral Agent does not elect to waive the obligations of
      the
      Backup Servicer to perform the duties which render it legally unable to act
      or
      to delegate those duties to another Person. Any such determination permitting
      the resignation of Backup Servicer shall be evidenced by an Opinion of Counsel
      to such effect delivered and acceptable to the Required Lenders. No resignation
      of the Backup Servicer shall become effective until an entity acceptable to
      the
      Required Lenders shall have assumed the responsibilities and obligations of
      the
      Backup Servicer; provided,
      however,
      that in
      the event a successor Backup Servicer is not appointed within 60 days after
      the
      Backup Servicer has given notice of its resignation as permitted by this
Section 12.4,
      the
      resignation of the Backup Servicer shall become effective. Notwithstanding
      the
      foregoing, the Backup Servicer may resign for any reason, provided an entity
      acceptable to the Required Lenders shall have assumed the responsibilities
      and
      obligations of the Backup Servicer prior to the effectiveness of any such
      resignation.


    
      
        
        

      

      
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    ARTICLE
      XIII


    GRANT
      OF
      SECURITY INTEREST

     

    SECTION
      13.1. Borrower’s
      Grant of Security Interest.
      As
      security for the prompt payment or performance in full when due, whether at
      stated maturity, by acceleration or otherwise, of all Obligations (including,
      without limitation, Advances, Yield and other amounts at any time owing
      hereunder), the Borrower hereby assigns and pledges to the
      Administrative/Collateral Agent, for the benefit of the Secured Parties, and
      grants to the Administrative/Collateral Agent, for the benefit of the Secured
      Parties, a security interest in and lien upon, all of the Borrower’s right,
      title and interest in and to the following, in each case whether now or
      hereafter existing or in which Borrower now has or hereafter acquires an
      interest and wherever the same may be located (collectively, the “Borrower
      Collateral”):

     

    (a) all
      Contract Collateral;

     

    (b) the
      Sale
      and Servicing Agreement and all other documents now or hereafter in effect
      to
      the extent they relate to the purchase, servicing or processing of Transferred
      Contracts (collectively, the “Borrower
      Assigned Agreements”),
      including (i) all rights of the Borrower to receive moneys due and to
      become due under or pursuant to the Borrower Assigned Agreements, (ii) all
      rights of the Borrower to receive proceeds of any insurance, indemnity, warranty
      or guaranty with respect to the Borrower Assigned Agreements, (iii) the
      Borrower’s right of foreclosure as lienholder of the vehicles underlying the
      Contracts, (iv) claims of the Borrower for damages arising out of or for
      breach of or default under the Borrower Assigned Agreements, and (v) the
      right of the Borrower to amend, waive or terminate the Borrower Assigned
      Agreements, to perform under the Borrower Assigned Agreements and to compel
      performance and otherwise exercise all remedies and rights under the Borrower
      Assigned Agreements;

     

    (c) all
      of
      the following (the “Borrower
      Account Collateral”):

     

    
      	 	
              (i)

            	
              the
                Collection Account, all funds held in the Collection Account, and
                all
                certificates and instruments, if any, from time to time representing
                or
                evidencing the Collection Account or such
                funds,

            


    

     

    
      	 	
              (ii)

            	
              the
                Reserve Account, all funds held in the Reserve Account, and all
                certificates and instruments, if any, from time to time representing
                or
                evidencing the Reserve Account or such
                funds,

            


    

     

    
      	 	
              (iii)

            	
              the
                Cap Funding Reserve Account, all funds held in the Cap Funding Reserve
                Account, and all certificates and instruments, if any, from time
                to time
                representing or evidencing the Cap Funding Reserve Account or such
                funds,

            


    


    
      
        
        

      

      
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              (iv)

            	
              all
                investments from time to time of amounts in the Collection Account,
                Reserve Account and Cap Funding Reserve Account, and all certificates
                and
                instruments, if any, from time to time representing or evidencing
                such
                investments,

            


    

     

    
      	 	
              (v)

            	
              all
                notes, certificates of deposit and other instruments from time to
                time
                delivered to or otherwise possessed by the Administrative/Collateral
                Agent
                or any Secured Party or any assignee or agent on behalf of the
                Administrative/Collateral Agent or any Secured Party in substitution
                for
                or in addition to any of the then existing Borrower Account Collateral,
                and

            


    

     

    
      	 	
              (vi)

            	
              all
                interest, dividends, cash, instruments and other property from time
                to
                time received, receivable or otherwise distributed in respect of
                or in
                exchange for any and all of the then existing Borrower Account
                Collateral;

            


    

     

    (d) each
      Interest Rate Cap including all rights of the Borrower to receive moneys due
      and
      to become due thereunder;

     

    (e) all
      additional property that may from time to time hereafter be granted and pledged
      by the Borrower or by anyone on its behalf under this Agreement, including
      the
      deposit with the Administrative/Collateral Agent of additional moneys by the
      Borrower;

     

    (f) all
      Accounts, all Chattel Paper, all Documents, all Equipment, all General
      Intangibles, all Instruments, all Investment Property and all Inventory of
      the
      Borrower;

     

    (g) all
      Proceeds, accessions, substitutions, rents and profits of any and all of the
      foregoing Borrower Collateral (including proceeds that constitute property
      of
      the types described in paragraphs
      (a)
      through
(f) above)
      and, to the extent not otherwise included, all payments under insurance (whether
      or not the Administrative/Collateral Agent or a Secured Party or any assignee
      or
      agent on behalf of the Administrative/Collateral Agent or a Secured Party is
      the
      loss payee thereof) or any indemnity, warranty or guaranty payable by
      reason of loss or damage to or otherwise with respect to any of the foregoing
      Borrower Collateral.

     

    SECTION
      13.2. Delivery
      of Collateral.
      All
      documents in the Contracts File shall be delivered to and held by or on behalf
      of the Custodian pursuant to the Sale and Servicing Agreement, and shall be
      in
      suitable form for transfer by delivery.


    
      
        
        

      

      
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    SECTION
      13.3. Borrower
      Remains Liable.
      Notwithstanding anything in this Agreement, (a) except to the extent of the
      Servicer’s duties under this Agreement, the Borrower shall remain liable under
      the Transferred Contracts, Borrower Assigned Agreements and other agreements
      (including each Interest Rate Cap) included in the Borrower Collateral to
      perform all of its duties and obligations thereunder to the same extent as
      if
      this Agreement had not been executed, (b) the exercise by a Secured Party
      or the Administrative/Collateral Agent of any of its rights under this Agreement
      shall not release the Borrower, UACC, the Guarantor, UPFC, either Seller or
      the
      Servicer from any of their respective duties or obligations under the
      Transferred Contracts, Borrower Assigned Agreements or other agreements included
      in the Borrower Collateral, (c) the Agents, the Secured Parties, the
      Administrative/Collateral Agent and the Custodian shall not have any obligation
      or liability under the Transferred Contracts, Borrower Assigned Agreements
      or
      other agreements included in the Borrower Collateral by reason of this
      Agreement, and (d) neither the Agent, the Administrative/Collateral Agent,
      the Custodian nor any of the Secured Parties shall be obligated to perform
      any
      of the obligations or duties of the Borrower, UACC, the Guarantor, UPFC, either
      Seller or the Servicer under the Transferred Contracts, Borrower Assigned
      Agreements or other agreements included in the Borrower Collateral or to take
      any action to collect or enforce any claim for payment assigned under this
      Agreement.

     

    SECTION
      13.4. Release
      of Borrower Collateral.

     

    (a) Generally.
      To the
      extent that (i) the Initial Borrowing Base equals or exceeds the aggregate
      outstanding principal amount of Advances, (ii) all Advances, Yield thereon
      and
      other amounts then due under the Receivables Financing Agreement have been
      paid
      in full, and (iii) there is no Facility Termination Event or Unmatured Facility
      Termination Event under Section 14.1, in connection with the sale or transfer
      of
      Contracts pursuant to a Take-Out Securitization, in connection with the purchase
      by the Servicer or a Seller of a Transferred Contract pursuant to the Sale
      and
      Servicing Agreement, in connection with the purchase by a Seller from the
      Borrower of a Contract which is not an Eligible Contract or in connection with
      the payment in full of the Advances and other Obligations hereunder, the
      Borrower, upon providing to the Administrative/Collateral Agent an officer’s
      certificate certifying that the conditions set forth in clauses (i), (ii) and
      (iii) above have been satisfied, may from time to time obtain releases of the
      Administrative/Collateral Agent’s (for the benefit of the Secured Parties)
      security interest in all or any part of the Contract Collateral (with the
      matters set forth in the foregoing clauses (i), (ii) and (iii) being determined
      immediately after giving effect to any requested release and any payments made
      on the date thereof, including, without limitation, any repayment of Advances
      and payment of Yield thereon on such date) and may sell the portion of the
      Contract Collateral so released to a Seller or the Servicer or the party to
      the
      Take-Out Securitization, as the case may be. (The Borrower shall have no
      obligation to sell to a Seller any Contract which is not an Eligible Contract.
      If the Borrower shall, in its sole discretion, agree to sell any such Contract,
      the purchase price to be paid by a Seller to the Borrower for such Contract
      shall be an arm’s length price to be mutually agreed by that Seller and the
      Borrower.)

     

    (b) Transfers.
      With
      respect to each Transfer Request that is received by the
      Administrative/Collateral Agent by 12:00 noon, New York time on a Business
      Day,
      the Administrative/Collateral Agent shall use due diligence and reasonable
      efforts to review such Transfer Requests and instruct the Custodian to prepare
      the files, identified in each Transfer Request, for shipment by 12:00 noon,
      New
      York time on the fourth succeeding Business Day or, with respect to shipping
      out
      more than 1000 files on any one Business Day, as mutually agreed between the
      Custodian and the Borrower.


    
      
        
        

      

      
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    (c) Continuation
      of Lien.
      Unless
      released in writing by the Administrative/Collateral Agent, as herein provided,
      the security interest in favor of the Administrative/Collateral Agent, for
      the
      benefit of the Secured Parties, in all Borrower Collateral
      shall continue in effect until such time as the Administrative/Collateral Agent
      shall have received payment in full of the proceeds from the sale or transfer
      of
      such Borrower Collateral to third parties in accordance with this Section 13.4.

     

    (d) Application
      of Proceeds; No Duty.
      Neither
      the Administrative/Collateral Agent nor any Secured Party shall be under any
      duty at any time to credit Borrower for any amount due from any third party
      in
      respect of any purchase of any Contract Collateral contemplated above, until
      the
      Administrative/Collateral Agent has actually received such amount in immediately
      available funds for deposit to the Collection Account. Neither any Secured
      Party
      nor the Administrative/Collateral Agent shall be under any duty at any time
      to
      collect any amounts or otherwise enforce any obligations due from any third
      party in respect of any such purchase of Contracts covered by the release of
      such portion of Contract Collateral or in respect of a securitization or
      financing thereof with a third party.

     

    (e) Representation
      in Connection with Releases, Sales and Transfers.
      The
      Borrower represents and warrants that each request for any release or transfer
      in connection with any Take-Out Securitizations pursuant to Section
      13.4(a)
      shall
      automatically constitute a representation and warranty to the Secured Parties
      and the Administrative/Collateral Agent to the effect that immediately before
      and after giving effect to such release or Transfer Request, there is no
      Facility Termination Event or Unmatured Facility Termination Event under Section
      14.1 and each of the other conditions set forth in Section 13.4 have been
      satisfied.

     

    (f) Release
      of Security Interest.
      Upon
      receipt of a Transfer Request or, in connection with the purchase by the
      Servicer, UACC or a Seller of a Transferred Contract pursuant to the Sale and
      Servicing Agreement, upon the Servicer’s written request, and, in each case upon
      receipt in the Collection Account of proceeds from the sale or transfer
      (including, without limitation, in connection with the purchase by the Servicer,
      UACC or a Seller of a Transferred Contract pursuant to the Sale and Servicing
      Agreement, the related Repurchase Amount), the Administrative/Collateral Agent
      at the written direction of the Required Lenders shall promptly release, at
      the
      Borrower’s expense, such part of the Contract Collateral covered in connection
      with the Transfer Request or such Servicer’s request and shall deliver, at the
      Borrower’s expense, and without recourse, representation or warranty of any
      kind, the Contracts Files on the released portion of Contract Collateral to
      the
      trustee or such similar entity in connection with the applicable Take-Out
      Securitization or, in connection with the purchase by the Servicer, UACC or
      a
      Seller of a Transferred Contract pursuant to the Sale and Servicing Agreement,
      the Servicer; provided
      that the
      trustee or such similar entity in connection with the third party securitization
      (including any Take-Out Securitization) or the Servicer or the Borrower, as
      the
      case may be, acknowledges and agrees (i) that all proceeds thereof that it
      receives from such sale are held in trust for the Secured Parties and (ii)
      that
      it shall transfer such funds to the Administrative/Collateral Agent for deposit
      in the Collection Account. The foregoing notwithstanding, upon the deposit
      into
      the Collection Account of all amounts required to effect a full payment or
      prepayment by an Obligor of a Transferred Contract, the security interest of
      the
      Administrative/Collateral Agent in that Receivable shall be automatically deemed
      released.


    
      
        
        

      

      
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    SECTION
      13.5. Expenses.
      It is
      understood that the Administrative/Collateral Agent shall be entitled to receive
      reimbursement for costs and expenses and such reimbursement obligation shall
      be
      payable by the Borrower to the extent funds are available therefor under
      Section 9.5(a) hereof and otherwise by UACC.

     

    SECTION
      13.6. Representations
      And Warranties Of the Administrative/Collateral Agent.
      The
      Administrative/Collateral Agent represents and warrants as of the date hereof
      that:

     

    (a) It
      is a
      trust company, validly existing and in good standing under the laws of New
      York;

     

    (b) It
      has
      full power, authority and legal right to execute, deliver and perform this
      Agreement and the Sale and Servicing Agreement and has taken all necessary
      action to authorize the execution, delivery and performance by it of this
      Agreement and the Sale and Servicing Agreement; and

     

    (c) This
      Agreement and the Sale and Servicing Agreement have been duly executed and
      delivered by it and each constitutes its legal, valid and binding agreement,
      enforceable in accordance with its terms, except as enforceability may be
      limited by bankruptcy, insolvency reorganization or other similar laws affecting
      the enforcement of creditors’ rights generally and by general principles of
      equity.

     

    SECTION
      13.7. Indemnity.
      The
      Borrower (to the extent of funds available therefor under Section 9.5 of
      this Agreement) and UACC agree, jointly and severally, to indemnify and hold
      harmless the Administrative/Collateral Agent and the Custodian and their
      respective directors, officers, agents and employees against any and all claims,
      damages, losses, liabilities or expenses (including, but not limited to,
      reasonable attorneys’ fees, court costs and costs of investigation) of any kind
      or nature whatsoever arising out of or in connection with this Agreement and
      the
      Transaction Documents that may be imposed upon, incurred by or asserted against
      the Administrative/Collateral Agent or the Custodian; provided,
      however, that this Section 13.7
      shall
      not relieve the Administrative/Collateral Agent or the Custodian from liability
      for its willful misconduct or gross negligence (and neither the Borrower nor
      UACC shall have any obligation to indemnify any such person for any liabilities
      arising therefrom). The provisions of this Section
      13.7
      shall
      survive the resignation or removal of the Administrative/Collateral Agent or
      the
      Custodian or any successor Administrative/Collateral Agent or Custodian and
      the
      termination of this Agreement.


    
      
        
        

      

      
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    SECTION
      13.8. Certain
      Remedies.

     

    (a) The
      Administrative/Collateral Agent may, in its discretion (with the consent of
      the
      Required Lenders), and shall, at the written direction of the Required Lenders,
      proceed to protect and enforce its rights and the rights of the Secured Parties
      by such appropriate proceedings as the Required Lenders shall deem necessary
      to
      protect and enforce any such rights, whether for the specific enforcement of
      any
      covenant or agreement in any Transaction Document or in and of the exercise
      of
      any power granted herein, or to enforce any other proper remedy or legal or
      equitable right vested in the Administrative/Collateral Agent by any Transaction
      Document or by law.

     

    (b) In
      case
      there shall be pending, relative to the Borrower or any other obligor upon
      the
      Notes or any Person having or claiming an ownership interest in the Borrower
      Collateral, proceedings under the Bankruptcy Code or any other applicable
      federal or state bankruptcy, insolvency or other similar law, or in case a
      receiver, assignee or trustee in bankruptcy or reorganization, liquidator,
      sequestrator or similar official shall have been appointed for or taken
      possession of the Borrower or its property or such other obligor or Person,
      or
      in case of any other comparable judicial proceedings relative to the Borrower
      or
      other obligor upon the Note, or to the creditors of property of the Borrower
      or
      such other obligor, the Administrative/Collateral Agent, irrespective of whether
      the principal of the Notes shall then be due and payable as therein expressed
      or
      by declaration or otherwise and irrespective of whether the
      Administrative/Collateral Agent shall have made any demand pursuant to the
      provisions of this Section, shall be entitled and empowered but without any
      obligation, subject to Section 13.8(a), by intervention in such proceedings
      or
      otherwise:

     

    
      	 	
              (i)

            	
              to
                file and prove a claim or claims for the whole amount of principal
                and
                Yield owing and unpaid in respect of the Note, all other amounts
                owing to
                the Investors and to file such other papers or documents as may be
                necessary or advisable in order to have the claims of the
                Administrative/Collateral Agent (including any claim for reimbursement
                of
                all expenses (including the fees and expenses of counsel) and liabilities
                incurred, and all advances, if any, made, by the Administrative/Collateral
                Agent and each predecessor Administrative/Collateral Agent, except
                as
                determined to have been caused by its own gross negligence or willful
                misconduct) and of each of the other Secured Parties allowed in such
                proceedings;

            


    

     

    
      	 	
              (ii)

            	
              unless
                prohibited by applicable law and regulations, to vote (with the consent
                of
                the Agent) on behalf of the holders of the Notes in any election
                of a
                trustee, a standby trustee or person performing similar functions
                in any
                such proceedings;

            


    

     

    
      	 	
              (iii)

            	
              to
                collect and receive any moneys or other property payable or deliverable
                on
                any such claims and to distribute all amounts received with respect
                to the
                claims of the Secured Parties on their behalf;
                and

            


    


    
      
        
        

      

      
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              (iv)

            	
              to
                file such proofs of claim and other papers or documents as may be
                necessary or advisable in order to have the claims of the
                Administrative/Collateral Agent or the Secured Parties allowed in
                any
                judicial proceedings relative to the Borrower, its creditors and
                its
                property;

            


    

     

    and
      any
      trustee, receiver, liquidator, custodian or other similar official in any such
      proceeding is hereby authorized by each of such Secured Parties to make payments
      to the Administrative/Collateral Agent, and, in the event that the
      Administrative/Collateral Agent shall consent, to the making of payments
      directly to such Secured Parties, to pay to the Administrative/Collateral Agent
      such amounts as shall be sufficient to cover all reasonable expenses and
      liabilities incurred, and all advances made, by the Administrative/Collateral
      Agent and each predecessor Administrative/Collateral Agent except as determined
      to have been caused by its own gross negligence or willful
      misconduct.

     

    (c) Nothing
      herein contained shall be deemed to authorize the Administrative/Collateral
      Agent to authorize or consent to or vote for or accept or adopt on behalf of
      any
      Lender or other Secured Party any plan of reorganization, arrangement,
      adjustment or composition affecting the Notes or the rights of any holder
      thereof or to authorize the Administrative/Collateral Agent to vote in respect
      of the claim of any Secured Party in any such proceeding except, pursuant to
      Section 13.8(b)(ii), to vote for the election of a trustee in bankruptcy or
      similar person.

     

    (d) All
      rights of action and of asserting claims under the Transaction Documents, may
      be
      enforced by the Administrative/Collateral Agent without the possession of the
      Notes or the production thereof in any trial or other proceedings relative
      thereto, and any such action or proceedings instituted by the
      Administrative/Collateral Agent shall be brought in its own name as
      Administrative/Collateral Agent, and any recovery of judgment, subject to the
      payment of the reasonable expenses, disbursements and compensation of the
      Administrative/Collateral Agent, each predecessor Administrative/Collateral
      Agent and their respective agents and attorneys, shall be for the ratable
      benefit of the holders of the Notes and other Secured Parties.

     

    (e) In
      any
      proceedings brought by the Administrative/Collateral Agent to enforce the Liens
      under the Transaction Documents (and also any proceedings involving the
      interpretation of any provision of any Transaction Document), the
      Administrative/Collateral Agent shall be held to represent all the Secured
      Parties, and it shall not be necessary to make any Secured Party a party to
      any
      such proceedings.

     

    SECTION
      13.9. Other
      Remedies.
      Following a Facility Termination Event, the Administrative/Collateral Agent
      may
      (with the consent of the Required Lenders) but shall have no obligation, or
      the
      Administrative/Collateral Agent shall, at the written direction of the Required
      Lenders, also do one or more of the following (subject to Section 13.8):


    
      
        
        

      

      
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    (a) institute
      proceedings in its own name and on behalf of the Secured Parties as
      Administrative/Collateral Agent for the collection of all amounts then payable
      on the Notes or hereunder and Fee Letter with respect thereto, whether by
      declaration or otherwise, enforce any judgment obtained, and collect from the
      Borrower and any other obligor upon the Notes moneys adjudged due;

     

    (b) institute
      proceedings from time to time for the complete or partial foreclosure upon
      the
      Borrower Collateral;

     

    (c) exercise
      any remedies of a secured party under the UCC and take any other appropriate
      action to protect and enforce the right and remedies of the
      Administrative/Collateral Agent and the Secured Parties; and

     

    (d) sell
      the
      Borrower Collateral or any portion thereof or rights or interest therein, at
      one
      or more public or private sales called and conducted in any manner permitted
      by
      law.

     

    SECTION
      13.10. Limitation
      on Duty of Administrative/Collateral Agent in Respect of
      Collateral.

     

    (a) Beyond
      the exercise of reasonable care in the custody thereof, the
      Administrative/Collateral Agent shall have no duty as to any Borrower Collateral
      in its possession or control or in the possession or control of any agent or
      bailee or any income thereon or as to preservation of rights against prior
      parties or any other rights pertaining thereto and the Administrative/Collateral
      Agent shall not be responsible for filing any financing or continuation
      statements or recording any documents or instruments in any public office at
      any
      time or times or otherwise perfecting or maintaining the perfection of any
      security interest in the Borrower Collateral. The Administrative/Collateral
      Agent shall be deemed to have exercised reasonable care in the custody of the
      Borrower Collateral in its possession if the Borrower Collateral is accorded
      treatment substantially equal to that which it accords its own property and
      shall not be liable or responsible for any loss or diminution in the value
      of
      any of the Borrower Collateral, by reason of the act or omission of any carrier,
      forwarding agency or other agent or bailee selected by the
      Administrative/Collateral Agent in good faith. 

     

    (b) The
      Administrative/Collateral Agent shall not be responsible for the existence,
      genuineness or value of any of the Borrower Collateral or for the validity,
      perfection, priority or enforceability of the Liens in any of the Borrower
      Collateral, whether impaired by operation of law or by reason of any action
      or
      omission to act on its part hereunder, except to the extent such action or
      omission constitutes gross negligence or willful misconduct on the part of
      the
      Administrative/Collateral Agent, for the validity or sufficiency of the Borrower
      Collateral or any agreement or assignment contained therein, for the validity
      of
      the title of the Borrower to the Borrower Collateral, for insuring the Borrower
      Collateral or for the payment of taxes, charges, assessments or Liens upon
      the
      Borrower Collateral or otherwise as to the maintenance of the Borrower
      Collateral. 


    
      
        
        

      

      
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    (c) The
      Administrative/Collateral Agent shall have no duty to act outside of the United
      States in respect of any Borrower Collateral located in any jurisdiction other
      than the United States. 

     

    (d) The
      Administrative/Collateral Agent may act through its agents or attorneys and
      shall not be liable for any misconduct or negligence of any such agents or
      attorneys appointed with due care by it hereunder. 

     

    (e) In
      no
      event shall Administrative/Collateral Agent be liable for special, punitive
      or
      consequential damages. 

     

    ARTICLE
      XIV

     

    FACILITY
      TERMINATION EVENTS

     

    SECTION
      14.1. Facility
      Termination Events.
      Each of
      the following shall constitute a Facility Termination Event under this
      Agreement:

     

    (a) Default
      in the payment when due of any principal of any Advance, which default shall
      continue unremedied for one Business Day, or default in the payment of any
      other
      amount payable by the Borrower or UACC (in any capacity) hereunder, including,
      without limitation, any Yield on any Advance or any Fees which default shall
      continue for two Business Days;

     

    (b) The
      Borrower, either Seller, the Servicer, the Guarantor, UPFC (in any capacity)
      or
      UACC (in any capacity) shall fail to perform or observe any other term, covenant
      or agreement contained in this Agreement, or any other Transaction Document
      on
      its part to be performed or observed and, except in the case of the covenants
      and agreements contained in Sections
      11.6, 11.7
      and
11.8,
      as to
      each of which no grace period shall apply, any such failure shall remain
      unremedied for 30 days after knowledge thereof or after written notice thereof
      shall have been given by the Administrative/Collateral Agent to the Borrower,
      the related Seller, the Servicer, the Guarantor, UPFC or UACC;

     

    (c) Any
      representation or warranty of the Borrower, either Seller, the Servicer, the
      Guarantor, UPFC or UACC (in any capacity) made or deemed to have been made
      hereunder or in any other Transaction Document or any other writing or
      certificate furnished by or on behalf of the Borrower, such Seller, the
      Servicer, the Guarantor, UPFC or UACC (in any capacity) to the
      Administrative/Collateral Agent for purposes of or in connection with this
      Agreement or any other Transaction Document (including any Distribution Date
      Statement or Borrowing Base Confirmation) shall prove to have been false or
      incorrect in any material respect when made or deemed to have been made;
      provided that no breach shall be deemed to occur hereunder in respect of any
      representation or warranty relating to the “eligibility” of any Transferred
      Contract if such Transferred Contract shall have been purchased or repurchased
      by the Servicer, a Seller or the Borrower;


    
      
        
        

      

      
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    (d) An
      Insolvency Event shall have occurred and be continuing with respect to the
      Borrower, the Sellers, the Servicer, the Guarantor, UPFC or UACC;

     

    (e) The
      aggregate principal amount of all Advances outstanding hereunder exceeds the
      Initial Borrowing Base and such condition continues unremedied for one Business
      Day;

     

    (f) The
      Internal Revenue Service shall file notice of a lien pursuant to Section 6323
      of
      the Internal Revenue Code with regard to any of the assets of the Borrower
      or a
      Seller and such lien shall not have been released within 30 days, or the Pension
      Benefit Guaranty Corporation shall file notice of a lien pursuant to Section
      4068 of ERISA with regard to any of the assets of the Borrower or a Seller
      and
      such lien shall not have been released within 30 days;

     

    (g) (i)
      Any
      Transaction Document or any lien or security interest granted thereunder by
      the
      Borrower, shall (except in accordance with its terms), in whole or in part,
      terminate, cease to be effective or cease to be the legally valid, binding
      and
      enforceable obligation of the Borrower; or (ii) the Borrower, a Seller, the
      Servicer, the Guarantor, UPFC or UACC or any other party shall, directly or
      indirectly, contest in any manner the effectiveness, validity, binding nature
      or
      enforceability of any Transaction Document; or (iii) any security interest
      securing any Obligation shall, in whole or in part, cease to be a perfected
      first priority security interest (except, as to priority, for Permitted Liens
      that may arise after the applicable Purchase Date) against the
      Borrower;

     

    (h) A
      Servicer Default shall have occurred and be continuing;

     

    (i) the
      Delinquency Ratio exceeds [  *  ];

     

    (j) the
      Net
      Loss Ratio exceeds [  *  ];

     

    (k) UACC
      fails to own directly or indirectly 100% of the outstanding equity in the
      Borrower or UPFC fails to own directly or indirectly 100% of the outstanding
      equity in UACC or UACC fails to own directly or indirectly 100% of the
      outstanding equity in UABO; 

     

    (l) The
      Borrower, either Seller, the Servicer, the Guarantor, UPFC or UACC or any
      Subsidiary of any of the foregoing shall fail to pay any principal of or premium
      or interest on RF Debt or any Indebtedness having a principal amount of
      $10,000,000 (or, in the case of the Borrower, $50,000) or greater, when the
      same
      becomes due and payable (whether by scheduled maturity, required prepayment,
      acceleration, demand or otherwise) and such failure shall continue after the
      applicable grace period, if any, specified in the agreement or instrument
      relating to such Indebtedness; or any other default under any agreement or
      instrument relating to any such Indebtedness of the Borrower, a Seller, the
      Servicer, the Guarantor, UPFC or UACC or any such Subsidiary, as applicable;
      or
      any other event, shall occur and shall continue after the applicable grace
      period, if any, specified in such agreement or instrument if the effect of
      such
      default or event is to accelerate, or to permit the acceleration of, the
      maturity of such Indebtedness; or any such Indebtedness shall be declared to
      be
      due and payable or required to be prepaid (other than by a regularly scheduled
      required prepayment), redeemed, purchased or defeased, or an offer to prepay,
      redeem, purchase or defease such Indebtedness shall be required to be made,
      in
      each case, prior to the stated maturity thereof; or any early amortization
      event, pay out event or other similar event shall continue after the applicable
      grace period, if any, specified in the agreement or instrument relating to
      any
      such Indebtedness if the effect of such event is to cause the principal of
      such
      Indebtedness to be amortized on an accelerated basis;


    
      
        
        

      

      
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    (m) UACC
      and/or UABO does not engage in at least two Take-Out Securitizations in each
      calendar year each of which includes 95% or more of the aggregate principal
      balance of Eligible Contracts at the “cut-off date” for such Take-Out
      Securitization, provided that such cut-off date is not more than 30 days prior
      to the closing date of such Take-Out Securitization, or UACC and/or UABO does
      not engage in such a Take-Out Securitization within 210 days after the later
      of
      (i) the last such Take-Out Securitization and (ii) the Effective
      Date;

     

    (n) On
      any
      Distribution Date, after giving effect to all deposits and withdrawals on such
      date, the amount on deposit in the Reserve Account is less than the Required
      Reserve Account Amount; 

     

    (o) On
      any
      Distribution Date, after giving effect to all deposits and withdrawals on such
      date, the amount on deposit in the Cap Funding Reserve Account is less than
      the
      Cap Funding Reserve Account Requirement; 

     

    (p) The
      report of the auditors with respect to annual financial statements of the
      Servicer delivered pursuant to Section 11.4(a) is qualified in any manner;
      or

     

    (q) Ray
      Thousand shall cease to be CEO of UACC and the replacement CEO has not been
      approved by the Required Lenders;

     

    (r) the
      average Monthly Extension Ratio exceeds (x) for any three months which include
      either of the two months following the closing date of a Take-Out
      Securitization, [*], (y) except for any period as to which clause (x) is
      applicable, for any three months which include any of December, January or
      February of any year, [*] or (z) for any other three months, [*];

     

    (s) the
      ratio
      of the all assets (as determined in accordance with GAAP) of  UPFC
      to
      the Tangible Net Worth of UPFC shall exceed [*]; or

     

    (t) the
      ratio
      of Adjusted EBITDA of UPFC for the two most recently ended  fiscal
      quarters of UPFC to the Interest Expense of UPFC for such two quarters shall
      be
 less
      than
      (I) any period ending on or prior to June 30, 2007, [*] and (II) thereafter,
       [*].
      


    
      
        
        

      

      
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    SECTION
      14.2. Effect
      of Facility Termination Event.

     

    (a) Optional
      Termination.
      Upon
      notice by the Administrative/Collateral Agent that a Facility Termination Event
      (other than a Facility Termination Event described in Section
      14.1(d))
      has
      occurred, the Required Lenders may declare all or any portion of the outstanding
      principal amount of the Advances and other Obligations to be due and payable,
      whereupon the full unpaid amount of such Advances and other Obligations which
      shall be so declared due and payable shall be and become immediately due and
      payable, without further notice, demand or presentment and the Facility
      Termination Date shall be deemed to have occurred.

     

    (b) Automatic
      Termination.
      Upon
      the occurrence of a Facility Termination Event described in Section
      14.1(d),
      the
      Facility Termination Date shall be deemed to have occurred automatically, and
      all outstanding Advances under this Agreement and all other Obligations under
      this Agreement shall become immediately and automatically due and payable,
      all
      without presentment, demand, protest or notice of any kind.

     

    SECTION
      14.3. Rights
      Upon Termination Event.
      If a
      Facility Termination Event shall have occurred and be continuing, the Required
      Lenders may direct the Administrative/Collateral Agent to exercise any of the
      remedies specified herein in respect of the Borrower Collateral.

     

    ARTICLE
      XV

     

    THE
      AGENTS

     

    SECTION
      15.1. Appointment.
      Each
      Lender and each Agent hereunder hereby irrevocably designates and appoints
      Deutsche Bank Trust Company Americas as Administrative/Collateral Agent
      hereunder and under the other Transaction Documents, and authorizes the
      Administrative/Collateral Agent to take such action on its behalf under the
      provisions of this Agreement and the other Transaction Documents and to exercise
      such powers and perform such duties as are expressly delegated to the
      Administrative/Collateral Agent by the terms of this Agreement and the other
      Transaction Documents, together with such other powers as are reasonably
      incidental thereto. Each Lender in each Lender Group hereby irrevocably
      designates and appoints the Agent for such Lender Group as the agent of such
      Lender under this Agreement, and each such Lender irrevocably authorizes such
      Agent, as the agent for such Lender, to take such action on its behalf under
      the
      provisions of this Agreement and the other Transaction Documents and to exercise
      such powers and perform such duties thereunder as are expressly delegated to
      such Agent by the terms of this Agreement and the other Transaction Documents,
      together with such other powers as are reasonably incidental thereto. The
      Administrative/Collateral Agent shall promptly deliver, but in any event no
      later than the following Business Day, a copy of any notice, certificate, report
      or other documents received by it in its capacity as Administrative/Collateral
      Agent to each Agent. Notwithstanding any provision to the contrary elsewhere
      in
      this Agreement, neither the Administrative/Collateral Agent nor any Agent
(the
      Administrative/Collateral Agent and each Agent being referred to in this Article
      as a “Note
      Agent”)
      shall
      have any duties or responsibilities, except those expressly set forth herein,
      or
      any fiduciary relationship with any Lender, and no implied covenants, functions,
      responsibilities, duties, obligations or liabilities shall be read into this
      Agreement or otherwise exist against any Note Agent.


    
      
        
        

      

      
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    SECTION
      15.2. Delegation
      of Duties.
      Each
      Note Agent may execute any of its duties under this Agreement and the other
      Transaction Documents by or through its subsidiaries, affiliates, agents or
      attorneys-in-fact and shall be entitled to advice of counsel concerning all
      matters pertaining to such duties. No Note Agent shall not be responsible for
      the negligence or misconduct of any agents or attorneys-in-fact selected by
      it
      with reasonable care.

     

    SECTION
      15.3. Exculpatory
      Provisions.
      Neither
      any Note Agent (acting in such capacity) nor any of its directors, officers,
      agents or employees shall be (a) liable for any action lawfully taken or omitted
      to be taken by it or them or any Person described in Section
      15.2
      under or
      in connection with this Agreement or the other Transaction Documents (except
      for
      its, their or such Person’s own gross negligence or willful misconduct), or (b)
      responsible in any manner to any Person for any recitals, statements,
      representations or warranties of any Person (other than itself) contained in
      the
      Transaction Documents or in any certificate, report, statement or other document
      referred to or provided for in, or received under or in connection with, the
      Transaction Documents or for the value, validity, effectiveness, genuineness,
      enforceability or sufficiency of the Transaction Documents or any other document
      furnished in connection therewith or herewith, or for any failure of any Person
      (other than itself or its directors, officers, agents or employees) to perform
      its obligations under any Transaction Document or for the satisfaction of any
      condition specified in a Transaction Document. Except as otherwise expressly
      provided in this Agreement, no Note Agent shall be under any obligation to
      any
      Person to ascertain or to inquire as to the observance or performance of any
      of
      the agreements or covenants contained in, or conditions of, the Transaction
      Documents, or to inspect the properties, books or records of the Borrower,
      either Seller, UACC, the Guarantor, UPFC or the Servicer.

     

    SECTION
      15.4. Reliance
      by Agents.
      Each
      Note Agent shall in all cases be entitled to rely, and shall be fully protected
      in relying, upon any note, writing, resolution, notice, consent, certificate,
      affidavit, letter, cablegram, telegram, telecopy, telex or teletype message,
      statement, order or other document or conversation believed by it to be genuine
      and correct and to have been signed, sent or made by the proper Person or
      Persons and upon advice and statements of legal counsel (including, without
      limitation, counsel to each of the Lenders), independent accountants and other
      experts selected by such Note Agent. Each Note Agent shall in all cases be
      fully
      justified in failing or refusing to take any action under this Agreement, any
      other Transaction Document or any other document furnished in connection
      herewith or therewith unless it shall first receive such advice or concurrence
      of the Lenders, as it deems appropriate, or it shall first be indemnified to
      its
      satisfaction (i) in the case of the Administrative/Collateral Agent, by the
      Lenders or (ii) in the case of an Agent, by the Lenders in its Lender Group,
      against any and all liability, cost and expense which may be incurred by it
      by
      reason of taking or continuing to take any such action. The
      Administrative/Collateral Agent shall in all cases be fully protected in acting,
      or in refraining from acting, under this Agreement, the other Transaction
      Documents or any other document furnished in connection herewith or therewith
      in
      accordance with a request of the Required Lenders, and such request and any
      action taken or failure to act pursuant thereto shall be binding upon all the
      Lenders. Each Agent shall in all cases be fully protected in acting, or in
      refraining from acting, under this Agreement, the other Transaction Documents
      or
      any other document furnished in connection herewith or therewith in accordance
      with a request of the Lenders in its Lender Group holding greater than 50%
      of
      the outstanding Advances held by such Lender Group, and such request and any
      action taken or failure to act pursuant thereto shall be binding upon all the
      Lenders in such Lender Group.


    
      
        
        

      

      
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    SECTION
      15.5. Notices.
      No Note
      Agent shall be deemed to have knowledge or notice of the occurrence of any
      breach of this Agreement or the occurrence of any Facility Termination Event
      unless such Note Agent has received notice from the Servicer, the Borrower
      or
      any Lender, referring to this Agreement and describing such event. In the event
      that the Administrative/Collateral Agent receives such a notice, it shall
      promptly give notice thereof to each Agent, and in the event any Agent receives
      such a notice, it shall promptly give notice thereof to the Lenders in its
      Lender Group. The Administrative/Collateral Agent shall take such action with
      respect to such event as shall be reasonably directed by the Required Lenders,
      and each Agent shall take such action with respect to such event as shall be
      reasonably directed by (i) Lenders in its Lender holding greater than 50% of
      the
      outstanding Advances held by such Lender Group; provided
      that
      unless and until such Note Agent shall have received such directions, such
      Note
      Agent may (but shall not be obligated to) take such action, or refrain from
      taking such action, with respect to such event as it shall deem advisable in
      the
      best interests of the Lenders or of the Lenders in its Lender Group, as
      applicable.

     

    SECTION
      15.6. Non-Reliance
      on Agent.
      The
      Lenders expressly acknowledge that neither any Note Agent, nor any of its
      officers, directors, employees, agents, attorneys-in-fact or affiliates has
      made
      any representations or warranties to it and that no act by a Note Agent
      hereafter taken, including, without limitation, any review of the affairs of
      the
      Borrower, the Borrower, the Sellers, UACC, the Guarantor, UPFC, the Servicer
      or
      the Backup Servicer, shall be deemed to constitute any representation or
      warranty by such Note Agent to any Lender. Each Lender represents to each Note
      Agent that it has, independently and without reliance upon any Agent or any
      other Lender, and based on such documents and information as it has deemed
      appropriate, made its own appraisal of and investigation into the business,
      operations, property, financial and other condition and creditworthiness of
      the
      Borrower, the Borrower, each Seller, UACC, the Guarantor, UPFC, the Servicer,
      the Backup Servicer, and the Contracts and made its own decision to purchase
      its
      interest in the Notes hereunder and enter into this Agreement. Each Lender
      also
      represents that it will, independently and without reliance upon any Note Agent
      or any other Lender, and based on such documents and information as it shall
      deem appropriate at the time, continue to make its own analysis, appraisals
      and
      decisions in taking or not taking action under any of the Transaction Documents,
      and to make such investigation as it deems necessary to inform itself as to
      the
      business, operations, property, financial and other condition and
      creditworthiness of the Borrower, each Seller, UACC, the Guarantor, UPFC, the
      Servicer, the Backup Servicer, and the Contracts. Except as expressly provided
      herein, no Note Agent shall have any duty or responsibility to provide any
      Lender with any credit or other information concerning the Borrower Collateral
      or the business, operations, property, prospects, financial and other condition
      or creditworthiness of the Borrower, each Seller, UACC, the Guarantor, UPFC,
      the
      Borrower, the Servicer, the Lenders or the Backup Servicer which may come into
      the possession of such Note Agent or any of its officers, directors, employees,
      agents, attorneys-in-fact or affiliates.


    
      
        
        

      

      
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    In
      no
      event shall the Administrative/Collateral Agent or the Custodian be liable
      for
      any indirect, special, punitive or consequential loss or damage of any kind
      whatsoever, including, but not limited to, lost profits, even if the
      Administrative/Collateral Agent or the Custodian has been advised of the
      likelihood of such loss or damage and regardless of the form of action. In
      no
      event shall the Administrative/Collateral Agent be liable for any failure or
      delay in the performance of its obligations hereunder because of circumstances
      beyond its control, including, but not limited to, acts of God, flood, war
      (whether declared or undeclared), terrorism, fire, riot, embargo, government
      action, including any laws, ordinances, regulations, governmental action or
      the
      like which delay, restrict or prohibit the providing of the services
      contemplated by this Agreement.

     

    SECTION
      15.7. Indemnification.
      (i) The
      Committed Lenders agree to indemnify the Administrative/Collateral Agent and
      its
      officers, directors, employees, representatives and agents (to the extent not
      reimbursed by the Borrower, the Sellers, the Guarantor, UPFC, the Servicer
      or
      UACC under the Transaction Documents, and without limiting the obligation of
      such Persons to do so in accordance with the terms of the Transaction
      Documents), ratably according to their Commitment Percentages and (ii) the
      Committed Lenders in each Lender Group agree to indemnify the Agent for such
      Lender Group in its capacity as such (without limiting the obligation (if any)
      of the Borrower, the Sellers, the Guarantor, UPFC, the Servicer or UACC under
      the Transaction Documents to reimburse such Agent for any such amounts), ratably
      according to their respective Commitments, in each case, from and against any
      and all liabilities, obligations, losses, damages, penalties, actions,
      judgments, suits, costs, expenses or disbursements of any kind or nature
      whatsoever (including, without limitation, the reasonable fees and disbursements
      of counsel for such Note Agent or the affected Person in connection with any
      investigative, or judicial proceeding commenced or threatened, whether or not
      such Note Agent or such affected Person shall be designated a party thereto)
      that may at any time be imposed on, incurred by or asserted against such Note
      Agent or such affected Person as a result of, or arising out of, or in any
      way
      related to or by reason of, any of the transactions contemplated hereunder
      or
      under the Transaction Documents or any other document furnished in connection
      herewith or therewith (but excluding any such liabilities, obligations, losses,
      damages, penalties, actions, judgments, suits, costs, expenses or disbursements
      resulting solely from the gross negligence or willful misconduct of such Note
      Agent or such affected Person). The provisions of this Section 15.7 shall
      survive the termination of the Transaction Documents and the resignation or
      removal of the Administrative/Collateral Agent or any other Note
      Agent.


    
      
        
        

      

      
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    SECTION
      15.8. Successor
      Agent.
      The
      Administrative/Collateral Agent may, upon five (5) days’ notice to the Lenders
      (with a copy to the Borrower), resign as Administrative/Collateral Agent;
provided,
      in
      either case, that an Agent or a Lender agrees to become the successor
      Administrative/Collateral Agent hereunder in accordance with the next sentence.
      If the Administrative/Collateral Agent shall resign as Administrative/Collateral
      Agent under this Agreement, then the Required Lenders during such period shall
      appoint from among the Agents and the Committed Lenders a successor agent,
      whereupon such successor agent shall succeed to the rights, powers and duties
      of
      the Administrative/Collateral Agent, and the term “Administrative/Collateral
      Agent” shall mean such successor agent, effective upon its acceptance of such
      appointment, and the former Administrative/Collateral Agent’s rights, powers and
      duties as Administrative/Collateral Agent shall be terminated, without any
      other
      or further act or deed on the part of such former Agent or any of the parties
      to
      this Agreement. In
      the
      event of any such resignation of the Administrative/Collateral Agent, the
      Administrative/Collateral Agent shall promptly transfer (upon its receipt of
      any
      outstanding fees, expenses and indemnities due and owing to it) to the successor
      Administrative/Collateral Agent, as directed in writing by the Required Lenders,
      all accounts, funds and investments being administered under this Agreement
      and
      shall cooperate with the Required Lenders, UACC and the successor
      administrative/collateral agent to facilitate the continued perfection and
      priority of the Lien granted for the benefit of the Secured Parties in the
      Borrower Collateral. Any
      Agent
      may resign as Agent upon ten days’ notice to the Lenders in its Lender Group,
      the Administrative/Collateral Agent and each other Agent, the
      Administrative/Collateral Agent, the Sellers and the Servicer with such
      resignation becoming effective upon a successor agent succeeding to the rights,
      powers and duties of the Agent pursuant to this Section 15.8. If an Agent
      shall resign as Agent under this Agreement, then Lenders in its Lender Group
      holding greater than 50% of the outstanding Advances held by such Lender Group
      shall appoint from among the Committed Lenders in such Lender Group a successor
      agent for such Lender Group. After any retiring Note Agent’s resignation
      hereunder as Note Agent, the provisions of this Article
      XV
      shall
      inure to its benefit as to any actions taken or omitted to be taken by it while
      it was Note Agent under this Agreement. No resignation of any Note Agent shall
      become effective until a successor Note Agent shall have assumed the
      responsibilities and obligations of such Note Agent; provided,
      however,
      that in
      the event a successor note Agent is not appointed within 60 days after such
      Note
      Agent has given notice of its resignation as permitted by this Section 15.8,
      such
      Note Agent may petition a court for its removal.

     

    SECTION
      15.9. Agents
      in their Individual Capacity.
      Each
      Note Agent and its Affiliates may make loans to, accept deposits from and
      generally engage in any kind of business with the Borrower, either Seller,
      UACC,
      the Guarantor, UPFC, the Servicer, the Backup Servicer or the
      Administrative/Collateral Agent as though such Note Agent were not an agent
      hereunder. In addition, the Lenders acknowledges that one or more Persons which
      are Note Agents may act (i) as administrator, sponsor or agent for one or more
      Noncommitted Lenders and in such capacity acts and may continue to act on behalf
      of each such Noncommitted Lender in connection with its business, and (ii)
      as
      the agent for certain financial institutions under the liquidity and credit
      enhancement agreements relating to this Agreement to which any one or more
      Noncommitted Lenders is party and in various other capacities relating to the
      business of any such Noncommitted Lender under various agreements. Any such
      Person, in its capacity as Note Agent, shall not, by virtue of its acting in
      any
      such other capacities, be deemed to have duties or responsibilities hereunder
      or
      be held to a standard of care in connection with the performance of its duties
      as a Note Agent other than as expressly provided in this Agreement. Any Person
      which is a Note Agent may act as a Note Agent without regard to and without
      additional duties or liabilities arising from its role as such administrator
      or
      agent or arising from its acting in any such other capacity.


    
      
        
        

      

      
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    ARTICLE
      XVI

     

    ASSIGNMENTS

     

    SECTION
      16.1. Restrictions
      on Assignments.
      Except
      as specifically provided herein (with respect to the Servicer and the Backup
      Servicer), neither Borrower, either Seller, the Guarantor, UPFC, the Servicer,
      UACC, the Administrative/Collateral Agent, the Custodian nor Backup Servicer
      may
      assign any of their respective rights or obligations hereunder or any interest
      herein without the prior written consent of the Administrative/Collateral Agent
      and the Required Lenders. No Noncommitted Lender shall assign any of its
      Advances or rights hereunder without the consent of its Committed Lenders;
      and
      no Committed Lender may assign any of its Advances or rights or commitments
      hereunder without the consent of the related Noncommitted Lenders.

     

    SECTION
      16.2. Documentation.
      Each
      Lender shall deliver to each assignee an assignment, in such form as such Lender
      and the related assignee may agree, duly executed by such Lender assigning
      any
      such rights, obligations, Advance or Note to the assignee; and such Lender
      shall
      promptly execute and deliver all further instruments and documents, and take
      all
      further action, that the assignee may reasonably request, in order to perfect,
      protect or more fully evidence the assignee’s right, title and interest in and
      to the items assigned, and to enable the assignee to exercise or enforce any
      rights hereunder or under the Notes evidencing such Advance.

     

    SECTION
      16.3. Rights
      of Assignee.
      Upon
      the foreclosure of any assignment of any Advances made for security purposes,
      or
      upon any other assignment of any Advance from any Lender pursuant to this
Article
      XVI,
      the
      respective assignee receiving such assignment shall have all of the rights
      of
      such Lender hereunder with respect to such Advances and all references to the
      Lender or Investors in Section
      6.1
      shall be
      deemed to apply to such assignee.

     

    SECTION
      16.4. Notice
      of Assignment.
      Each
      Lender shall provide notice to the Borrower of any assignment hereunder by
      such
      Lender to any assignee. Each Lender authorizes the related Agent to, and such
      Agent agrees that it shall, endorse the Notes to reflect any assignments made
      pursuant to this Article
      XVI
      or
      otherwise.

     

    SECTION
      16.5. Registration;
      Registration of Transfer and Exchange.

     

    (a) The
      Administrative/Collateral Agent shall keep a register (the “Note
      Register”)
      in
      which, subject to such reasonable regulations as it may prescribe, the
      Administrative/Collateral Agent shall provide for the registration of the Notes
      and of transfer of interests in the Notes. The Administrative/Collateral Agent
      is hereby appointed “Note
      Registrar”
for
      the
      purpose of registering the Notes and transfers of the Notes as herein
      provided.

     

    (b) Each
      person who has or who acquired an interest in a Note shall be deemed by such
      acquisition to have agreed to be bound by the provisions of this Section
      16.5.
      A Note
      may be exchanged (in accordance with Section 16.5(c))
      and
      transferred to the holders (or their agents or nominees) of the Advances and
      to
      any assignee (in accordance with Section 16.1)
      (or its
      agent or nominee) of all or a portion of the Advances. The
      Administrative/Collateral Agent shall not register (or cause to be registered)
      the transfer of such Note, unless the proposed transferee shall have delivered
      to the Administrative/Collateral Agent (i) either (x) evidence satisfactory
      to it that the transfer of such Note is exempt from registration or
      qualification under the Securities Act of 1933, as amended, and all applicable
      state securities laws and that the transfer does not constitute a “prohibited
      transaction” under ERISA or (y) an express agreement by the proposed
      transferee to be bound by and to abide by the provisions of this Section
      16.5,
      the
      restrictions noted on the face of such Note and (ii) a properly executed Form
      W-9 and, in the case of a transferee who is a foreign person (within the meaning
      of Section 7701(a)(5) of the Code), a properly executed Form W-8ECI or Form
      W-8BEN.


    
      
        
        

      

      
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    (c) At
      the
      option of the holder thereof, a Note may be exchanged for one or more new Notes
      of any authorized denominations and of a like class and aggregate principal
      amount at an office or agency of the Borrower. Whenever any Note is so
      surrendered for exchange, the Borrower shall execute and deliver (through the
      Administrative/Collateral Agent) the new Note which the holder making the
      exchange is entitled to receive.

     

    (d) Upon
      surrender for registration of transfer of any Note at an office or agency of
      the
      Borrower, the Borrower shall execute and deliver (through the
      Administrative/Collateral Agent), in the name of the designated transferee
      or
      transferees, one or more new Notes of any authorized denominations and of a
      like
      class and aggregate principal amount.

     

    (e) All
      Notes
      issued upon any registration of transfer or exchange of any Note in accordance
      with the provisions of this Agreement shall be the valid obligations of the
      Borrower, evidencing the same debt, and entitled to the same benefits under
      this
      Agreement, as the Note(s) surrendered upon such registration of transfer or
      exchange.

     

    (f) Every
      Note presented or surrendered for registration of transfer or for exchange
      shall
      (if so required by the Borrower or the Administrative/Collateral Agent) be
      fully
      endorsed, or be accompanied by a written instrument of transfer in form
      satisfactory to the Note Registrar, duly executed by the holder thereof or
      his
      attorney duly authorized in writing. Each such Note shall be accompanied by
      a
      statement providing the name of the transferee and indicating whether the
      transferee is subject to income tax backup withholding requirements and whether
      the transferee is the sole beneficial owner of such Notes.

     

    (g) No
      service charge shall be made for any registration of transfer or exchange of
      a
      Note, but the Borrower may require payment from the transferee holder of a
      sum
      sufficient to cover any tax or other governmental charge that may be imposed
      in
      connection with any registration of transfer of exchange of a Note, other than
      exchanges pursuant to this Section 16.5.

     

    (h) The
      holders of the Notes shall be bound by the terms and conditions of this
      Agreement.


    
      
        
        

      

      
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    SECTION
      16.6. Mutilated,
      Destroyed, Lost and Stolen Notes.

     

    (a) If
      any
      mutilated Note is surrendered to the Administrative/Collateral Agent, the
      Borrower shall execute and deliver (through the Administrative/Collateral Agent)
      in exchange therefor a new Note of like class and tenor and principal amount
      and
      bearing a number not contemporaneously outstanding.

     

    (b) If
      there
      shall be delivered to the Borrower and the Administrative/Collateral Agent
      prior
      to the payment of the Notes (i) evidence to their satisfaction of the
      destruction, loss or theft of any Note and (ii) such security or indemnity
      as may be required by them to save each of them and any agent of either of
      them
      harmless, then, in the absence of notice to the Borrower or the
      Administrative/Collateral Agent that such Note has been acquired by a
bona
      fide
      Lender,
      the Borrower shall execute and deliver (through the Administrative/Collateral
      Agent), in lieu of any such destroyed, lost or stolen Note, a new Note of like
      class, tenor and principal amount and bearing a number not contemporaneously
      outstanding.

     

    (c) Upon
      the
      issuance of any new Note under this Section 16.6,
      the
      Borrower may require the payment from the transferor holder of a sum sufficient
      to cover any tax or other governmental charge that may be imposed in relation
      thereto and any other expenses connected therewith.

     

    (d) Every
      new
      Note issued pursuant to this Section 16.6
      and in
      accordance with the provisions of this Agreement, in lieu of any destroyed,
      lost
      or stolen Note shall constitute an original additional contractual obligation
      of
      the Borrower, whether or not the destroyed, lost or stolen Note shall be at
      any
      time enforceable by anyone, and shall be entitled to all the benefits of this
      Agreement equally and proportionately with any and all other Notes duly issued
      hereunder.

     

    (e) The
      provisions of this Section 16.6
      are
      exclusive and shall preclude (to the extent lawful) all other rights and
      remedies with respect to the replacement or payment of a mutilated, destroyed,
      lost or stolen Note.

     

    SECTION
      16.7. Persons
      Deemed Owners.
      The
      Borrower, the Servicer, the Sellers, the Agents, the Administrative/Collateral
      Agent and any agent for any of the foregoing may treat the holder of any Note
      as
      the owner of such Note for all purposes whatsoever, whether or not such Note
      may
      be overdue, and none of Borrower, either Seller, the Guarantor, UPFC, the
      Servicer, the Agents, the Administrative/Collateral Agent and any such agent
      shall be affected by notice to the contrary.

     

    SECTION
      16.8. Cancellation.
      All
      Notes surrendered for payment or registration of transfer or exchange shall
      be
      promptly canceled. The Borrower shall promptly cancel and deliver to the
      Administrative/Collateral Agent any Notes previously authenticated and delivered
      hereunder which the Borrower may have acquired in any manner whatsoever, and
      all
      Notes so delivered shall be promptly canceled by the Borrower. No Notes shall
      be
      authenticated in lieu of or in exchange for any Notes canceled as provided
      in
      this Section 16.8,
      except
      as expressly permitted by this Agreement.


    
      
        
        

      

      
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    SECTION
      16.9. Participations;
      Pledge.

     

    (a) At
      any
      time and from time to time, each Lender may, in accordance with applicable
      law,
      at any time grant participations in all or a portion of its Commitment and/or
      its interest in the Advances and other payments due to it under this Agreement
      to any Person (each, a “Participant”);
      provided,
      however,
      that no
      participation shall be granted to any Person unless and until the
      Administrative/Collateral Agent shall have consented thereto (which consent
      shall not be unreasonably withheld or delayed). Each Lender hereby acknowledges
      and agrees that (A) any such participation will not alter or affect such
      Lender’s direct obligations hereunder, and (B) neither Borrower, either
      Seller, the Guarantor, UPFC, Administrative/Collateral Agent, any Agent, the
      Backup Servicer nor the Servicer shall have any obligation to have any
      communication or relationship with any Participant. Each Participant shall
      comply with the provisions of Section
      5.1(c).
      No
      Participant (i) which is other than an Eligible Assignee shall be entitled
      to receive additional amounts under Section 6.1
      in
      excess of the additional amounts its lead Lender would have been entitled to
      receive had such participation not been granted unless such Participant was
      consented to by the Borrower or (ii) shall be entitled to transfer all or
      any portion of its participation without the prior written consent of the
      Administrative/Collateral Agent.

     

    (b) Each
      Lender may pledge its interest in the Advances and the Notes to any Federal
      Reserve Bank as collateral in accordance with applicable law.

     

    (c) Each
      Lender may enter into repurchase transactions with respect to its outstanding
      interest in the Advances and the Notes with any Person. Notwithstanding any
      such
      repurchase transaction, such Lender shall retain its Commitment, if any, to
      fund
      Advances pursuant to the terms of this Agreement. Each Lender hereby
      acknowledges and agrees that any such repurchase transaction will not alter
      or
      affect such Lender’s direct obligations hereunder. Each Lender shall be
      permitted to disclose to any repurchase agreement counterparty or transferee
      and
      any prospective repurchase agreement counterparty or transferee any and all
      financial information in the Lender's possession concerning the Borrower, either
      Seller, UACC, the Guarantor, UPFC or the Servicer which has been delivered
      to
      the Administrative/Collateral Agent, the related Agent or such Lender pursuant
      to the Transaction Documents (including information obtained pursuant to rights
      of inspection granted hereunder) or which has been delivered to such Lender
      by
      or on behalf of the Borrower, either Seller, UACC, the Guarantor, UPFC or the
      Servicer in connection with such Lender's credit evaluation of the Borrower,
      either Seller, UACC, the Guarantor, UPFC or the Servicer prior to becoming
      a
      party to, or purchasing an interest in, the Advances or the Notes; provided
      that
      prior to any such disclosure, such repurchase agreement counterparty or
      transferee or prospective repurchase agreement counterparty or transferee shall
      have executed an agreement agreeing to be bound by the provisions of Section
      18.17 hereof.


    
      
        
        

      

      
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    ARTICLE
      XVII

     

    INDEMNIFICATION

     

    SECTION
      17.1. General
      Indemnity.
      Without
      limiting any other rights which any such Person may have hereunder or under
      applicable law, UPFC agrees to indemnify the Administrative/Collateral Agent,
      the Investors, the Agents, the Custodian and each Eligible Assignee and each
      of
      their Affiliates, and each of their respective successors, transferees,
      participants and assigns and all officers, directors, shareholders, controlling
      persons, employees and agents of any of the foregoing (each of the foregoing
      Persons being individually called an “Indemnified
      Party”),
      forthwith on demand, from and against any and all damages, losses, claims,
      liabilities and related costs and expenses, including reasonable attorneys’ fees
      and disbursements (all of the foregoing being collectively called “Indemnified
      Amounts”)
      awarded against or incurred by any of them arising out of or relating to any
      Transaction Document or the transactions contemplated thereby or the use of
      proceeds therefrom by the Borrower, either Seller or UACC, including (without
      limitation) in respect of the funding of any Advance or in respect of any
      Transferred Contract, excluding,
      however,
      (a)
      Indemnified Amounts payable to an Indemnified Party to the extent determined
      by
      a court of competent jurisdiction to have resulted from gross negligence or
      willful misconduct on the part of any Indemnified Party or its agent or
      subcontractor, (b) except as otherwise provided herein, non-payment by any
      Obligor of an amount due and payable with respect to a Transferred Contract,
      (c)
      any loss in value of any Financed Vehicle or Permitted Investment due to changes
      in market conditions or for other reasons beyond the control of the Borrower,
      the Sellers or the Servicer or (d) any tax upon or measured by net income on
      any
      Indemnified Party. Without limiting the foregoing, but subject to the exclusions
      (a) through (d) above, UPFC agrees to indemnify each Indemnified Party for
      Indemnified Amounts arising out of or relating to:

     

    
      	 	
              (i)

            	
              the
                breach of any representation or warranty made by the Borrower, a
                Seller or
                UACC (or any of their respective officers) under or in connection
                with
                this Agreement or the other Transaction Documents, any Distribution
                Date
                Statement, Borrowing Base Confirmation or any other information,
                report or
                certificate delivered by the Borrower, a Seller or Servicer pursuant
                hereto or thereto, which shall have been false or incorrect in any
                material respect when made or deemed made, provided
                that a breach of a representation or warranty with respect to the
                eligibility of any Transferred Contract will not result in liability
                hereunder once either (A) such Transferred Contract is repurchased
                by UACC
                pursuant to the Contracts Purchase or (B) such Transferred Contract
                is no
                longer included in the Initial Borrowing Base and the outstanding
                principal amount of Advances is less than or equal to the Initial
                Borrowing Base;

            


    

     

    
      	 	
              (ii)

            	
              any
                claim arising out of the failure by the Borrower, a Seller or UACC
                to
                comply in any material way with any applicable law, rule or regulation
                with respect to any Transferred Contract or any Financed Vehicle,
                or the
                nonconformity of any Transferred Contract with any such applicable
                law,
                rule or regulation;

            


    


    
      
        
        

      

      
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              (iii)

            	
              any
                claim arising out of any failure of UACC or an Affiliate of the Borrower,
                as Servicer, to perform its duties or obligations in accordance with
                the
                provisions of Article VIII
                or
                any provision contained in any Transaction
                Document;

            


    

     

    
      	 	
              (iv)

            	
              any
                claim involving products liability that arises out of or relates
                to
                merchandise or services that are the subject of any Transferred Contract
                or strict liability claim in connection with any Financed Vehicle
                related
                to a Transferred Contract;

            


    

     

    
      	 	
              (v)

            	
              any
                tax or governmental fee or charge (but not including taxes upon or
                measured by net income), all interest and penalties thereon or with
                respect thereto, and all out-of-pocket costs and expenses, including
                the
                reasonable fees and expenses of counsel in defending against the
                same,
                which may arise by reason of the making, maintenance or funding,
                directly
                or indirectly, of any Advance, or any other interest in the Borrower
                Collateral;

            


    

     

    
      	 	
              (vi)

            	
              the
                offering or effectuation of any Take-Out
                Securitization;

            


    

     

    
      	 	
              (vii)

            	
              the
                use, ownership or operation, if any, by UACC or any Affiliate thereof
                of a
                Financed Vehicle;

            


    

     

    
      	 	
              (viii)

            	
              negligence,
                misfeasance or bad faith of UACC in the performance of its duties
                under
                the Transaction Documents (including any violation of law);
                

            


    

     

    
      	 	
              (ix)

            	
              the
                commingling of the proceeds of Borrower Collateral at any time with
                other
                funds; or

            


    

     

    
      	 	
              (x)

            	
              any
                payments from time to time to Interest Rate Cap Counterparties pursuant
                to
                Section 9.5(a) resulting from any mismatch between the aggregate
                notional
                amount of the Interest Rate Caps and the aggregate outstanding principal
                amount of the Advances.

            


    

     

    Indemnification
      under this Section
      17.1 shall
      survive the termination of this Agreement and the resignation or removal of
      any
      Indemnified Party and shall include reasonable fees and expenses of counsel
      and
      expenses of litigation. If UPFC has made any indemnity payments pursuant to
      this
Section
      17.1
      and the
      recipient thereafter collects any of such amounts from others, the recipient
      shall promptly repay such amounts collected to such Person, without
      interest.


    
      
        
        

      

      
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    SECTION
      17.2. Contribution.
      If for
      any reason (other than the exclusions (a) through (d) set forth in the first
      paragraph of Section 17.1)
      the
      indemnification provided above in Section
      17.1
      is
      unavailable to an Indemnified Party or is insufficient to hold an Indemnified
      Party harmless, then UPFC agrees to contribute to the amount paid or payable
      by
      such Indemnified Party as a result of such loss, claim, damage or liability
      in
      such proportion as is appropriate to reflect not only the relative benefits
      received by such Indemnified Party, on the one hand, and UPFC, UACC, the
      Borrower, the Sellers and their respective Affiliates, on the other hand, but
      also the relative fault of such Indemnified Party, on the one hand, and UPFC,
      UACC, the Borrower, the Sellers and their respective Affiliates, on the other
      hand, as well as any other relevant equitable considerations.

     

    ARTICLE
      XVIII

     

    MISCELLANEOUS

     

    SECTION
      18.1. No
      Waiver; Remedies.
      No
      failure on the part of any Investor, any Agent, Administrative/Collateral Agent
      any Indemnified Party or any Affected Person to exercise, and no delay in
      exercising, any right, power or remedy hereunder shall operate as a waiver
      thereof; nor shall any single or partial exercise by any of them of any right,
      power or remedy hereunder preclude any other or further exercise thereof, or
      the
      exercise of any other right, power or remedy. The remedies herein provided
      are
      cumulative and not exclusive of any remedies provided by law. Without limiting
      the foregoing, each Investor and Participant is hereby authorized by the
      Borrower, the Sellers and UACC at any time and from time to time, to the fullest
      extent permitted by law, to set off and apply any and all deposits (general
      or
      special, time or demand, provisional or final) at any time held and other
      indebtedness at any time owing by it to or for the credit or the account of
      the
      Borrower, each Seller or UACC (as the case may be) to the amounts owed by the
      Borrower, each Seller or UACC, respectively, under this Agreement, to the
      Administrative/Collateral Agent, the Agents, any Affected Person, any
      Indemnified Party or any Investor or their respective successors and
      assigns.

     

    SECTION
      18.2. Amendments,
      Waivers.
      This
      Agreement may not be amended, supplemented or modified nor may any provision
      hereof be waived except in accordance with the provisions of this Section 18.2.
      With
      the written consent of the Required Lenders, the Agents, Borrower, the Sellers,
      the Guarantor, UPFC, the Servicer, UACC, Administrative/Collateral Agent the
      Custodian and the Backup Servicer may, from time to time, enter into written
      amendments, supplements, waivers or modifications hereto for the purpose of
      adding any provisions to this Agreement or changing in any manner the rights
      of
      any party hereto or waiving, on such terms and conditions as may be specified
      in
      such instrument, any of the requirements of this Agreement (which consent shall
      not be unreasonably withheld if such amendment, supplement, waiver or
      modification is accompanied by an Opinion of Counsel that such amendment,
      supplement, waiver or modification will not adversely affect in any material
      respect the Required Lenders, the Agents or the Administrative/Collateral
      Agent); provided,
      however,
      that no
      such amendment, supplement, waiver or modification shall (i) reduce the amount
      of or extend the maturity of any payment with respect to an Advance or reduce
      the rate or extend the time of payment of Yield thereon, or reduce or alter
      the
      timing of any other amount payable to any Lender hereunder, in each case without
      the consent of each Lender affected thereby or (ii) amend, modify or waive
      any provision of this Section 18.2
      or 18.11,
      or
      reduce the percentage specified in the definition of Required Lenders, in each
      case without the written consent of all Lenders. Any waiver of any provision
      of
      this Agreement shall be limited to the provisions specifically set forth therein
      for the period of time set forth therein and shall not be construed to be a
      waiver of any other provision of this Agreement. No amendment, supplement,
      modification or waiver of this Agreement shall take effect unless each Rating
      Agency shall have confirmed that such action will not result in the withdrawal
      or reduction of its rating of the Notes.


    
      
        
        

      

      
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    SECTION
      18.3. Notices,
      Etc.
      All
      notices and other communications provided for hereunder shall, unless otherwise
      stated herein, be in writing (including facsimile communication) and shall
      be
      personally delivered or sent by certified mail, postage prepaid, or by
      facsimile, to the intended party at the address or facsimile number of such
      party set forth under its name on the signature pages hereof or at such other
      address or facsimile number as shall be designated by such party in a written
      notice to the other parties hereto. All such notices and communications shall
      be
      effective, (a) if personally delivered, when received, (b) if sent by certified
      mail, three Business Days after having been deposited in the mail, postage
      prepaid, (c) if sent by overnight courier, one Business Day after having been
      given to such courier, and (d) if transmitted by facsimile, when sent, receipt
      confirmed by telephone or electronic means, except that notices and
      communications pursuant to Section
      2.2
      shall
      not be effective until received.

     

    SECTION
      18.4. Costs,
      Expenses and Taxes.
      (a) In
      addition to the rights of indemnification granted under Section
      17.1,
      the
      Borrower or UACC on behalf of the Borrower agrees to pay on demand all
      reasonable costs and expenses of the Administrative/Collateral Agent in
      connection with the preparation (subject to the Fee Letter), execution,
      delivery, syndication and administration of this Agreement, any Noncommitted
      Lender Liquidity Arrangement or other liquidity support facility and the other
      documents and agreements to be delivered hereunder or with respect hereto,
      and
      UACC further agrees to pay all reasonable costs and expenses of the
      Administrative/Collateral Agent in connection with any amendments, waivers
      or
      consents executed in connection with this Agreement and any Noncommitted Lender
      Liquidity Arrangement or other liquidity support facility, including, without
      limitation, the reasonable fees and out-of-pocket expenses of counsel for the
      Administrative/Collateral Agent with respect thereto and with respect to
      advising the Administrative/Collateral Agent as to its rights and remedies
      under
      this Agreement and any Noncommitted Lender Liquidity Arrangement or other
      liquidity support facility, and to pay all costs and expenses, if any (including
      reasonable counsel fees and expenses), of the Administrative/Collateral Agent,
      the Agents, the Lenders, the Investors, the Administrative/Collateral Agent
      and
      their respective Affiliates, in connection with the enforcement against UACC
      or
      the Borrower of this Agreement or any of the other Transaction Documents and
      the
      other documents and agreements to be delivered hereunder or with respect
      hereto.

     

    (b) In
      addition, UACC shall pay any and all stamp, personal property, transfer and
      other taxes and fees payable in connection with the execution, delivery, filing
      and recording of this Agreement, the Note, applicable UCC financing statements
      or the other documents or agreements to be delivered hereunder, and the pledge
      of the Borrower Collateral, and agrees to save each Indemnified Party harmless
      from and against any liabilities with respect to or resulting from any delay
      in
      paying or omission to pay such taxes and fees.


    
      
        
        

      

      
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    SECTION
      18.5. Binding
      Effect; Survival.
      This
      Agreement shall be binding upon and inure to the benefit of Borrower, the
      Sellers, the Guarantor, UPFC, the Investors, the Agents, the
      Administrative/Collateral Agent, the Back-Up Servicer, the Custodian, the
      Servicer, UACC, the Administrative/Collateral Agent and their respective
      successors and assigns, and the provisions of Section
      5.1(b),
      Article
      VI,
      Section
      12.1
      and
Article
      XVII
      shall
      inure to the benefit of the Affected Persons and the Indemnified Parties,
      respectively, and their respective successors and assigns; provided,
      however,
      nothing
      in the foregoing shall be deemed to authorize any assignment not permitted
      by
Article
      XVI.
      This
      Agreement shall create and constitute the continuing obligations of the parties
      hereto in accordance with its terms, and shall remain in full force and effect
      until such time when all Obligations have been finally and fully paid and
      performed. The rights and remedies with respect to any breach of any
      representation and warranty made by the Borrower pursuant to Article
      X
      and the
      indemnification and payment provisions of Article
      VI, Section
      12.1
      and
Article
      XVII
      and the
      provisions of Section
      18.10,
      Section
      18.11
      and
Section
      18.12
      shall be
      continuing and shall survive any termination of this Agreement and any
      termination of UACC’s rights to act as Servicer hereunder or under any other
      Transaction Document.

     

    SECTION
      18.6. Captions
      and Cross References.
      The
      various captions (including, without limitation, the table of contents) in
      this
      Agreement are provided solely for convenience of reference and shall not affect
      the meaning or interpretation of any provision of this Agreement. Unless
      otherwise indicated, references in this Agreement to any Section, Schedule
      or
      Exhibit are to such Section of or Schedule or Exhibit to this Agreement, as
      the
      case may be, and references in any Section, subsection, or clause to any
      subsection, clause or subclause are to such subsection, clause or subclause
      of
      such Section, subsection or clause.

     

    SECTION
      18.7. Severability.
      Any
      provision of this Agreement which is prohibited or unenforceable in any
      jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
      such prohibition or unenforceability without invalidating the remaining
      provisions of this Agreement or affecting the validity or enforceability of
      such
      provision in any other jurisdiction.

     

    SECTION
      18.8. GOVERNING
      LAW.
      THIS
      AGREEMENT AND THE NOTES SHALL BE A CONTRACT MADE UNDER AND GOVERNED BY THE
      INTERNAL LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY OTHERWISE APPLICABLE
      CONFLICT OF LAW PRINCIPLES (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL
      OBLIGATIONS LAW).

     

    SECTION
      18.9. Counterparts.
      This
      Agreement may be executed by the parties hereto in several counterparts, each
      of
      which shall be deemed to be an original but all of which shall constitute
      together but one and the same agreement.


    
      
        
        

      

      
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    SECTION
      18.10. WAIVER
      OF JURY TRIAL.
      EACH OF THE PARTIES HERETO HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY
      WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION
      BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT
      OR
      ANY OTHER TRANSACTION DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING,
      STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF A SELLER, THE BORROWER,
      THE
      SERVICER, ADMINISTRATIVE/COLLATERAL AGENT, THE AGENTS, THE INVESTORS OR ANY
      OTHER AFFECTED PERSON. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT IT HAS
      RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION (AND EACH OTHER
      PROVISION OF EACH OTHER TRANSACTION DOCUMENT TO WHICH IT IS A PARTY) AND THAT
      THIS PROVISION IS A MATERIAL INDUCEMENT FOR ITS ENTERING INTO THIS AGREEMENT
      AND
      EACH SUCH OTHER TRANSACTION DOCUMENT.

     

    SECTION
      18.11. No
      Proceedings.

     

    (a) Each
      of
      the Borrower, the Sellers, UACC, the Guarantor, UPFC, the Custodian, the
      Servicer, the Backup Servicer, Administrative/Collateral Agent, each Agent
      and
      each Investor hereby agrees that it will not institute against any Lender which
      is a Structured Lender, or join any other Person in instituting against such
      Lender, any insolvency proceeding (namely, any proceeding of the type referred
      to in the definition of Insolvency Event) so long as any commercial paper or
      other senior indebtedness issued by such Lender shall be outstanding or there
      shall not have elapsed one year plus
      one day
      since the last day on which any such commercial paper or other senior
      indebtedness shall be outstanding. The foregoing shall not limit such Person’s
      right to file any claim in or otherwise take any action with respect to any
      insolvency proceeding that was instituted by any Person other than such
      Person.

     

    (b) Each
      of
      DBNY, UACC, the Custodian, the Servicer, the Sellers, the Backup Servicer,
      each
      Agent, each Investor and the Administrative/Collateral Agent hereby agrees
      that
      it will not institute against the Borrower, or join any other Person in
      instituting against the Borrower, any insolvency proceeding (namely, any
      proceeding of the type referred to in the definition of Insolvency Event) so
      long as any Advances or other amounts due from the Borrower hereunder shall
      be
      outstanding or there shall not have elapsed one year plus
      one day
      since the last day on which any such Advances or other amounts shall be
      outstanding. The foregoing shall not limit such Person’s right to file any claim
      in or otherwise take any action with respect to any insolvency proceeding that
      was instituted by any Person other than such Person.

     

    SECTION
      18.12. Limited
      Recourse to the Lenders.
      No
      recourse under any obligation, covenant or agreement of a Lender contained
      in
      this Agreement shall be had against any incorporator, stockholder, officer,
      director, member, manager, employee or agent of any Lender or any of its
      Affiliates (solely by virtue of such capacity) by the enforcement of any
      assessment or by any legal or equitable proceeding, by virtue of any statute
      or
      otherwise; it being expressly agreed and understood that this Agreement is
      solely a corporate obligation of each Lender, and that no personal liability
      whatever shall attach to or be incurred by any incorporator, stockholder,
      officer, director, member, manager, employee or agent of any Lender or any
      of
      their Affiliates (solely by virtue of such capacity) or any of them under or
      by
      reason of any of the obligations, covenants or agreements of a Lender contained
      in this Agreement, or implied therefrom, and that any and all personal liability
      for breaches by a Lender of any of such obligations, covenants or agreements,
      either at common law or at equity, or by statute, rule or regulation, of every
      such incorporator, stockholder, officer, director, member, manager, employee
      or
      agent is hereby expressly waived as a condition of and in consideration for
      the
      execution of this Agreement; provided
      that the
      foregoing shall not relieve any such Person from any liability it might
      otherwise have as a result of their willful misconduct, gross negligence or
      of
      fraudulent actions taken or fraudulent omissions made by them.


    
      
        
        

      

      
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    SECTION
      18.13. Backup
      Custodian.
      Deutsche Bank Trust Company Americas accepts and agrees to its designation
      and
      appointment as Backup Custodian under the Sale and Servicing Agreement and
      agrees to perform its obligations under such agreement in accordance with the
      terms thereof and for the benefit of the Borrower and the Secured Parties.
      The
      Backup Custodian may at any time resign by written notice to the Borrower,
      or to
      any court of competent jurisdiction, whereupon the Backup Custodian shall be
      discharged of and from any and all further obligations arising in connection
      with this Agreement. The resignation of the Backup Custodian will take effect
      on
      the earlier of (a) the appointment of a successor (including by a court of
      competent jurisdiction) or (b) the day which is 30 days after the date of
      delivery of its written notice of resignation to the Borrower. If a successor
      Custodian does not take office within 30 days after the retiring Custodian
      resigns or is removed, the retiring Custodian may petition any court of
      competent jurisdiction for the appointment of a successor Custodian. 

     

    SECTION
      18.14. ENTIRE
      AGREEMENT.
      THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS EXECUTED AND DELIVERED
      HEREWITH REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES HERETO AND THERETO
      AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT
      ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG
      THE
      PARTIES.

     

    SECTION
      18.15. Confidentiality.
      (a) The
      Borrower, the Servicer, the Sellers and UACC shall hold in confidence, and
      not
      disclose to any Person, the identity of any Lender or the terms of any fees
      payable in connection with this Agreement except they may disclose such
      information (i) to their affiliates and its and their officers, directors,
      employees, agents, counsel, accountants, auditors, advisors or representatives,
      (ii) with the consent of such Lender, or (iii) to the extent the Borrower,
      either Seller, UACC, the Guarantor, UPFC or the Servicer or any Affiliate of
      any
      of them should be required by any law or regulation applicable to it or
      requested by any Official Body to disclose such information; provided,
      that,
      in the case of clause (iii), the Borrower, such Seller, UACC, the Guarantor,
      UPFC or the Servicer, as the case may be, will use all reasonable efforts to
      maintain confidentiality and will (unless otherwise prohibited by law) notify
      the Administrative/Collateral Agent of its intention to make any such disclosure
      prior to making such disclosure.


    
      
        
        

      

      
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    (b) The
      Administrative/Collateral Agent, each Agent and each Lender, severally and
      with
      respect to itself only, covenants and agrees that any information obtained
      by
      the Administrative/Collateral Agent, such Agent or such Lender pursuant to
      this
      Agreement shall be held in confidence (it being understood that documents
      provided to the Administrative/Collateral Agent hereunder may in all cases
      be
      distributed by the Administrative/Collateral Agent to the Agents and the
      Lenders) except that the Administrative/Collateral Agent, such Agent or such
      Lender may disclose such information (i) to its affiliates, officers, directors,
      employees, agents, counsel, accountants, auditors, advisors or representatives,
      (ii) to the extent such information has become available to the public other
      than as a result of a disclosure by or through the Administrative/Collateral
      Agent, such Agent or such Lender, (iii) to the extent such information was
      available to the Administrative/Collateral Agent, such Agent or such Lender
      on a
      nonconfidential basis prior to its disclosure to the Administrative/Collateral
      Agent, such Agent or such Lender hereunder, (iv) with the consent of UACC,
      (v)
      to the extent permitted by Article
      XVI,
      (vi) to
      the extent the Administrative/Collateral Agent, such Agent or such Lender should
      be (A) required in connection with any legal or regulatory proceeding or (B)
      requested by any Official Body to disclose such information, (vii) for the
      purposes of establishing a “due diligence” defense, (viii) in the case of any
      Lender that is a Structured Lender, to rating agencies, placement agents and
      providers of liquidity and credit support who agree to hold such information
      in
      confidence or (ix) at any time which is 18 months after such information was
      provided to the Administrative/Collateral Agent, such Agent or such Lender;
      provided,
      that,
      in the case of clause (vi) above, the Administrative/Collateral Agent, such
      Agent or such Lender, as applicable, will use all reasonable efforts to maintain
      confidentiality and, in the case of clause (vi)(A) above, will (unless otherwise
      prohibited by law) notify UACC of its intention to make any such disclosure
      prior to making any such disclosure.

     

    [signature
      pages begin on next page]

     

    
      
        
        

      

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

     

    
      	
              UPFC FUNDING CORP.

            
	 
	
              By:
                

            	
              /s/
                Arash Khazei

            
	
              Name:
                Arash Khazei

            
	
              Title:
                CFO

            
	
              18191
                Von Karman Avenue, Suite 300

            
	
              Irvine,
                California 92612

            
	
              Attention:
                Arash Khazei

            
	
              Facsimile
                No.: 949-224-1912

            
	 	 
	
              UNITED
                AUTO CREDIT CORPORATION,

              individually
                and as Seller, Servicer and Custodian

            
	 	 
	
              By:
                

            	
              /s/
                Mario Radrigan

            
	
              Name:
                Mario Radrigan

            
	
              Title:
                EVP

            
	
              18191
                Von Karman Avenue, Suite 300

            
	
              Irvine,
                California 92612

            
	
              Attention:
                Arash Khazei

            
	
              Facsimile
                No.: 949-224-1912

            
	 	 
	
              UNITED AUTO BUSINESS OPERATIONS, LLC, individually and as Seller

            
	 	 
	
              By:
                

            	
              /s/
                David Carlton

            
	
              Name:
                David Carlton

            
	
              Title:
                SVP

            
	
              18191
                Von Karman Avenue, Suite 300

            
	
              Irvine,
                California 92612

            
	
              Attention:
                Arash Khazei

            
	
              Facsimile
                No.: 949-224-1912

            


    

    


    [Signature
      page to Amended and Restated Receivables Financing Agreement]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

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              UNITED PANAM FINANCIAL CORP.

            
	 	 
	
              By:
                

            	
              /s/
                Ray Thousand

            
	
              Name:
                Ray Thousand

            
	
              Title:
                President and CEO

            
	
              18191
                Von Karman Avenue, Suite 300

            
	
              Irvine,
                California 92612

            
	
              Attention:
                Arash Khazei

            
	
              Facsimile
                No.: 949-224-1912

            


    

    


    [Signature
      page to Amended and Restated Receivables Financing Agreement]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

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              DEUTSCHE BANK TRUST COMPANY

            
	
              AMERICAS, as Administrative/Collateral Agent

            
	 	 
	
              By:

            	
              /s/
                Irene Siegel

            
	 	
              Name:
                Irene Siegel

            
	 	
              Title:
                Vice President

            
	 	 
	
              By:

            	
              /s/
                Aranka R. Paul

            
	 	
              Name:
                Aranka R. Paul

            
	 	
              Title:
                Assistant Vice President

            
	 	 
	
              60
                Wall Street

            
	
              New
                York, New York 10005

            
	
              Attention:
                Asset Finance Department

            
	
              Facsimile
                No.: (212) 553-2460

            


    

    


    [Signature
      page to Amended and Restated Receivables Financing Agreement]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
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              DEUTSCHE BANK TRUST COMPANY AMERICAS, as Backup Custodian

            
	 	 
	
              By:

            	
              UNAVAILABLE

            
	 	
              Name:

            
	 	
              Title:

            
	 	 
	
              By:

            	
              UNAVAILABLE

            
	 	
              Name:

            
	 	
              Title:

            
	 	 
	
              1761
                East St. Andrew Place

            
	
              Santa
                Ana, CA 92705

            
	
              Attention:
                Mortgage Custody

            
	
              Facsimile
                No.: (714) 247-6082

            


    

    


    [Signature
      page to Amended and Restated Receivables Financing Agreement]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
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              CENTERONE FINANCIAL SERVICES LLC, as

            
	
              Backup Servicer

            
	 	 
	
              By:

            	
              /s/
                Edward J. Brown, Jr.

            
	 	
              Name:
                Edward J. Brown, Jr.

            
	 	
              Title:
                Group Vice President

            
	 	 
	
              Address:
                190 Jim Moran Blvd.

            
	
              Address:
                Deerfield Beach, FL 33442

            
	
              Attention:
                Executive Vice President

            
	
              Facsimile
                No.: (954) 596-3070

            


    

     

    [Signature
      page to Amended and Restated Receivables Financing Agreement]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      [**CONFIDENTIAL
        TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS OF THIS
        DOCUMENT]

    

     

     

    GEMINI
      LENDER GROUP

    


    
      	
              Type
                of Lender:

            	
              GEMINI SECURITIZATION CORP., LLC

            
	
              Noncommitted
                Lender

            	 


    

    


    
      	
              Maximum
                Purchase

            	
              By:

            	
              /s/
                Franklin P. Collazo

            
	
              Amount:
                $300,000,000

            	 	
              Name:
                Franklin P. Collazo

            
	 	 	
              Title:
                Secretary

            
	 	 	 
	 	 	
              Address
                for Notices:

            
	 	 	 
	 	 	
              c/o
                Ropes & Gray

            
	 	 	
              One
                International Place

            
	 	 	
              Boston,
                Massachusetts 02110

            
	 	 	
              Attn:
                R. Douglas Donaldson

            
	 	 	
              Telecopier:
                (617) 951-7050

            
	 	 	 
	 	 	
              with
                a copy to:

            
	 	 	 
	 	 	
              c/o
                Deutsche Bank AG, New York Branch,

            
	 	 	
              Agent

            
	 	 	
              60
                Wall Street

            
	 	 	
              New
                York, New York 10005

            
	 	 	
              Attention:
                Conduit Funding/Administration

            
	 	 	
              Telecopier:
                (212) 797-7973

            
	 	 	 
	 	 	
              Payment
                Instructions:

            
	 	 	 
	 	 	
              [*]

            


    

    


    [Signature
      page to Amended and Restated Receivables Financing Agreement]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      [**CONFIDENTIAL
        TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS OF THIS
        DOCUMENT]

    

     

    
 

    
      	
              Type
                of Lender: 

            	
              DEUTSCHE BANK AG, NEW YORK BRANCH

            
	
              Committed
                Lender

            	 


    

    


    
      	
              Commitment:
                $300,000,000

            	
              By:

            	
              /s/
                Eric Shea

            
	 	 	
              Name:
                Eric Shea

            
	 	 	
              Title:
                Managing Director

            
	 	 	 
	 	
              By:

            	
              /s/
                Peter Chuang

            
	 	 	
              Name:
                Peter Chuang

            
	 	 	
              Title:
                Vice President

            
	 	 	 
	 	 	
              Address
                for Notices:

            
	 	 	 
	 	 	
              c/o
                Deutsche Bank AG, New York Branch

            
	 	 	
              60
                Wall Street

            
	 	 	
              New
                York, New York 10005

            
	 	 	
              Attention:
                Conduit Funding/Administration

            
	 	 	
              Telecopier:
                (212) 797-7973

            
	 	 	 
	 	 	
              Payment
                Instructions:

            
	 	 	 
	 	 	
              [*]

            
	 	 	 
	 	
              DEUTSCHE BANK AG, NEW
                YORK BRANCH,

            
	 	
              as
                Agent

            
	 	 	 
	 	
              By:

            	
              /s/
                Eric Shea

            
	 	 	
              Name:
                Eric Shea

            
	 	 	
              Title:
                Managing Director

            
	 	 	 
	 	
              By:

            	
              /s/
                Peter Chuang

            
	 	 	
              Name:
                Peter Chuang

            
	 	 	
              Title:
                Vice President

            


    

     

    [Signature
      page to Amended and Restated Receivables Financing Agreement]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      [**CONFIDENTIAL
        TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS OF THIS DOCUMENT]

       

    

     

    
      	
              Address
                for Notices:

            
	 
	
              c/o
                Deutsche Bank AG, New York Branch

            
	
              60
                Wall Street

            
	
              New
                York, New York 10005

            
	
              Attention: Conduit Funding/Administration

            
	
              Telecopier: (212)
                797-7973

            
	 
	
              Payment
                Instructions:

            
	 
	
              [*]

            


    

    


    [Signature
      page to Amended and Restated Receivables Financing Agreement]