EXHIBIT 4.2
                                                                     -----------

                                                                  Execution Copy






                          SECURITIES FUNDING AGREEMENT


                                      among


                        UAC FUNDING FACILITY CORPORATION
                                  as Borrower,


                          UNION ACCEPTANCE CORPORATION,
                                   as Servicer


                                   the LENDERS
                  signatory hereto from time to time as Lenders


                      WACHOVIA BANK, NATIONAL ASSOCIATION,
                    as Administrative Agent and as a Lender,


                                       and


                          FIRST UNION SECURITIES, INC.,
                       as Structuring Agent and Deal Agent


                            Dated as of April 5,2002

<PAGE>
                               TABLE OF CONTENTS

                                                                            Page

Article I Definitions..........................................................1
  Section 1.1       Definitions................................................1
  Section 1.2       Other Terms...............................................20
  Section 1.3       Computation of Time Periods...............................20
  Section 1.4       Interpretation............................................20

Article II Advances...........................................................21
  Section 2.1       Advances..................................................21
  Section 2.2       The Notes; Advances and Accounting........................22
  Section 2.3       Termination or Reduction of the Facility Limit............22
  Section 2.4       Prepayments...............................................23
  Section 2.5       Yield.....................................................23
  Section 2.6       Fees......................................................23
  Section 2.7       Distributions.............................................23
  Section 2.8       Payments and Computations, Etc............................25
  Section 2.9       Increased Costs; Capital Adequacy; Illegality.............25
  Section 2.10      Taxes.....................................................26
  Section 2.11      Special Amortization of Wachovia Hank's Net Investment....27
  Section 2.12      Clean Up Call in Securitization Facilities................27

Article III Conditions to Advances............................................28
  Section 3.1       Conditions Precedent to Closing Date......................28
  Section 3.2       Conditions Precedent to Initial Advance...................30
  Section 3.3       Conditions Precedent to Each Advance......................36

Article IV Collection Account; Reserve Account................................37
  Section 4.1       Collection Account........................................37
  Section 4.2       Reserve Account...........................................38

Article V Representations and Warranties of the Borrower......................38
  Section 5.1       Representations and Warranties of the Borrower............38

Article VI Covenants of the Borrower..........................................40
  Section 6.1       Affirmative Covenants of Borrower.........................40
  Section 6.2       Negative Covenants of Borrower............................42
  Section 6.3       Hedge Requirements........................................43

Article VII Administration and Servicing of the Collateral and the Servicer...44
  Section 7.1       Designation of Servicer...................................44
  Section 7.2       Duties of the Servicer....................................44
  Section 7.3       Representations and Warranties of the Servicer............46
  Section 7.4       Covenants of the Servicer.................................47
  Section 7.5       Servicer Not to Resign....................................48
  Section 7.6       Servicer Event of Default.................................49
  Section 7.7       Remedies Upon the Occurrence of a
                        Servicer Event of Default.............................49
  Section 7.8       Appointment of Successor..................................49
  Section 7.9       Liability of Servicer, Indemnities........................50

Article VIII Termination Events and Remedies..................................50
  Section 8.1     Termination Events..........................................50
  Section 8.2     Remedies....................................................53

Article IX Indemnification....................................................53
  Section 9.1     Indemnities by the Borrower.................................53

Article X Assignment and Participations and Appointment of Agent..............55
  Section 10.1    Assignment and Participations...............................55
  Section 10.2    Appointment of the Administrative Agent.....................57
  Section 10.3    Administrative Agent's Reliance, Etc........................57
  Section 10.4    Lender Credit Decision......................................58
  Section 10.5    Indemnification.............................................58
  Section 10.6    Successor Administrative Agent..............................59
  Section 10.7    Setoff and Sharing of Payments..............................59
  Section 10.8    Advances; Payments; Non-Funding Lenders;
                        Information; Actions in Concert.......................60
  Section 10.9    Wachovia Bank and Affiliates................................62

Article XI Miscellaneous......................................................63
  Section 11.1    Notices, etc................................................63
  Section 11.2    Successors and Assigns......................................63
  Section 11.3    Amendments and Waivers......................................63
  Section 11.4    Costs, Expenses and Taxes...................................64
  Section 11.5    Setoff......................................................64
  Section 11.6    Recourse Against Certain Parties............................64
  Section 11.7    Further Assurances..........................................65
  Section 11.8    Governing Law; Consent to Jurisdiction;
                        Waiver of Objection to Venue..........................65
  Section 11.9     Waiver of Jury Trial.......................................66
  Section 11.10     Execution in Counterparts; Severability; Integration......66
  Section 11.11     Headings..................................................66

<PAGE>

Exhibits and Schedules

Exhibit A         Security Agreement

Exhibit 2.1(a)    Form of Funding Request

Exhibit 2.2(a)    Form of Note

Exhibit 3.1(m)    Form of Performance Undertaking

Exhibit 10.1(a)   Form of Assignment Agreement

Schedule 10.8(a)  Account Information

<PAGE>



                          SECURITIES FUNDING AGREEMENT

     SECURITIES  FUNDING  AGREEMENT  (this  "Agreement")  , dated as of April 5,
2002, by and among:

     (1) UAC FUNDING FACILITY CORPORATION,  a Delaware corporation,  as borrower
(the "Borrower");

     (2) UNION ACCEPTANCE CORPORATION,  an Indiana corporation, as servicer (the
"Servicer");

     (3) the Lenders signatory hereto from time to time, as lenders;

     (4) WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, as
administrative  agent for the Lenders  (in such  capacity,  the  "Administrative
Agent") and as a Lender; and

     (5) FIRST UNION SECURITIES, INC., a Delaware corporation, as deal agent (in
such capacity, the "Deal Agent") and as structuring agent.

                                    RECITALS

     WHEREAS,  subject to the terms and  conditions  of this  Agreement  and the
Security Agreement, the Borrower desires to obtain funds from the Lenders;

     WHEREAS, the Borrower's  obligations to repay such amounts are evidenced by
the Notes and to secure the repayment of the Notes, the Borrower will, as of the
Initial Funding Date, pledge to the Administrative  Agent for the benefit of the
Secured Parties all of its right, title and interest in the Collateral;

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

                                   Article I.

                                   Definitions

     Section 1.1 Definitions.

     Unless otherwise  defined herein,  all capitalized  terms used herein shall
have the meanings given to such terms in the Security  Agreement.  The following
terms shall have the following meanings:

Accrual Period:  For any Payment Date, the period from and including the Payment
Date immediately preceding such Payment Date to but excluding such Payment Date;
provided that for the first  Payment Date the Accrual  Period will be the period
from and including the Closing Date to but excluding such Payment Date.

Additional Amount: As defined in Section 2.10(a).

Additional  Collateral:   Any  Securitization   Facilities  Collateral  that  is
transferred to the Borrower after the Initial Funding Date.

Additional Collateral  Conditions:  Each of the conditions set forth in Schedule
3.3(i).

Adjusted EBITDA: For any period,  determined in accordance with GAAP, the sum of
(i) Net  Income  plus (ii)  Taxes (to the  extent  that such  amounts  have been
deducted in determining Net Income for such period), plus (iii) Interest Expense
(to the extent that such amounts have been  deducted in  determining  Net Income
for such period),  plus (iv) all amounts  attributable  to  depreciation  and/or
amortization  of intangible and other assets of the Servicer (to the extent that
such amounts have been deducted in determining Net Income for such period), plus
(or minus) (v) any other non-cash  charges to the extent  deducted (or included)
in determining  Net Income for such period,  plus (vi)  securitization  proceeds
from interest only strips,  plus (vii) positive excess servicing cash flow, plus
(viii) non-cash impairment charges,  plus or minus, as the ease may be, (ix) net
change in spread accounts and restricted  cash,  minus (x) the non-cash  portion
from reported gain-on sale, in each of the foregoing  cases,  determined for the
same period that the Adjusted EBITDA is being calculated.

Adjusted LIBOR Rate: For any Accrual Period, an interest rate per annum equal to
a fraction, expressed as a percentage and rounded upwards (if necessary), to the
nearest  1/100 of 1%,  the  numerator  of which is equal to LIBOR  Rate for such
Accrual  Period  and the  denominator  of  which  is  equal  to 100%  minus  the
Eurodollar Reserve Percentage for such Accrual Period.

Administrative Agent: As defined in the Preamble.

Advance: As defined in Section 2.1(a).

Advance  Rate:  The Advance Rate shall equal 60%;  provided,  however,  upon the
occurrence of an Overcollateralization Increase Event, the Advance Rate shall be
45%.

Affected Party: As defined in Section 2.9(a).

Affiliate:  With respect to a Person,  means any other Person that,  directly or
indirectly,  controls,  is  controlled  by or is under common  control with such
Person,  or is a director  or  officer  of such  Person.  For  purposes  of this
definition,  "control" (including the terms  "controlling,"  "controlled by" and
"under  common  control  with") when used with respect to any  specified  Person
means the  possession,  direct or indirect,  of the power to vote 10% or more of
the voting  securities of such Person or to direct or cause the direction of the
management or policies of such Person,  whether  through the ownership of voting
securities, by contract, or otherwise.

Aggregate  Syndicated  Amount:  The  aggregate  amount  of  the  Facility  Limit
syndicated to one or more Lenders pursuant to one or more Assignment  Agreements
executed by such Lender or Lenders.

Agreement: As defined in the Preamble.

Alternative  Rate: An interest rate per annum equal to the Adjusted  LIBOR Rate;
provided,  however,  that the  Alternative  Rate  shall  be the  Base  Rate if a
Eurodollar Disruption Event occurs.

Applicable Law: For any Person,  all existing and future applicable laws, rules,
regulations  (including  proposed,  temporary and final income tax regulations),
statutes,  treaties,  codes,  ordinances,  permits,  certificates,   orders  and
licenses  of and  interpretations  by  any  Governmental  Authority  (including,
without limitation, usury laws, the Federal Truth in Lending Act, and Regulation
Z and Regulation B of the Board of Governors of the Federal Reserve System,  the
Securities  Act  and the  Exchange  Act),  and  applicable  judgments,  decrees,
injunctions,  writs,  orders, or other action of any Court,  arbitrator or other
administrative,  judicial,  or  quasi-judicial  tribunal or agency of  competent
jurisdiction.

Assignment Agreement: As defined in Section l0.l(a)(i).

Authorized  Officer:  With  respect  to any  Person,  the  president,  any  vice
president,  the secretary, the treasurer, any assistant secretary, any assistant
treasurer and each other  officer or director of such Person  authorized to sign
agreements, instruments or other documents on behalf of such Person.

Available  Securitization   Facilities  Reserve  Account  Collateral:   For  any
Securitization  Facility, the product of (i) the Securitization Facility Advance
Rate and (ii) the amount on deposit in the reserve account or spread account for
such Securitization Facility.

Bankruptcy Code: The United States  Bankruptcy  Reform Act of 1978 (11 U.S.C.ss.
101, et seq.), as amended from time to time.

Bankruptcy Opinion: As defined in Section 3.1(a).

Base Rate:  On any date,  a  fluctuating  interest  rate per annum  equal to the
higher of (i) the Prime Rate and (ii) the Federal Funds Rate plus 2.0%.

Borrower: As defined in the Preamble.

Borrowing Base: The sum of (i) the Principal  Overcollateralization and (ii) the
Securitization Facilities Reserve Account Amount.

Breakage Costs:  Any amount or amounts  (including,  without  limitation,  Hedge
Breakage  Costs) as shall  compensate  a Lender  for any loss,  cost or  expense
incurred  by such  Lender  (as  determined  by such  Lender)  as a  result  of a
prepayment by the Borrower of the Net  Investment or Yield pursuant to the terms
hereof

Business Day: Any day other than a Saturday or Sunday on which (i) banks are not
required  or  authorized  to  be  closed  in   Charlotte,   North   Carolina  or
Indianapolis, Indiana, and (ii) if the term "Business Day" is used in connection
with the  determination  of the Adjusted  LIBOR Rate,  dealings in United States
dollar deposits are carried on in the London interbank market.

Capital Lease  Obligations:  As to any Person, the obligations of such Person to
pay rent or other  amounts  under a lease of (or other  agreement  conveying the
right to use) real and/or personal  property,  which obligations are required to
be  classified  and  accounted for as a capital lease on a balance sheet of such
Person  according to GAAP.  For purposes of this  Agreement,  the amount of such
Capital Lease Obligations shall be the capitalized amount thereof, determined in
accordance with GAAP.

Capital Stock:  Corporate stock and any and all shares,  partnership  interests,
membership interests, equity interests,  rights, securities, or other equivalent
evidences of ownership, or any options, warrants, voting trust certificates,  or
other  instruments  evidencing  an  ownership  interest or a right to acquire an
ownership  interest  in a  Person  (however  designated)  issued  by any  entity
(whether  a  corporation,   partnership,   limited  liability  company,  limited
partnership, or other type of entity).

Cash Flow Ratio: On any date of determination  the four (4) month average of the
percentage  equivalent of a fraction the numerator of which is twelve (12) times
the aggregate  amount of funds  remitted to the Collection  Account,  during the
most recently  ended Accrual  Period (or prior to the Initial  Funding Date, the
amount of funds that would have been remitted to the  Collection  Account if the
initial  Advance  had  been  made)  and  the  denominator  of  which  is the Net
Investment  as of the first day of such Accrual  Period (or prior to the Initial
Funding Date,  $55,000,000 or if the initial  Advance is less than  $55,000,000,
such  lesser  amount  equal to the  amount  of the  initial  Advance);  it being
understood  that the first date on which the Cash Flow  Ratio  will be  measured
shall be the date that is four (4) months after the Closing Date.

Clean Up Call Amount: With respect to any Securitization Facility on any date of
determination,  an  amount  equal  to the sum of (i) the  amount  calculated  in
subclause (ii) of the definition of Available Securitization  Facilities Reserve
Account  Collateral  and (ii) the amount  calculated  in  subclause  (ii) of the
definition of Facility Overcollateralization.

Closing Date: April 5, 2002.

Code:  The Internal  Revenue Code of 1986 and Treasury  Regulations  promulgated
thereunder.

Collateral: As defined in the Security Agreement.

Collection  Account:  An account  established in the name of the  Administrative
Agent pursuant to Section 4.1, for the benefit of the Secured Parties.

Collections:  All amounts  paid with respect to the  Collateral  and all amounts
received under any Hedging Agreement.

Contingent   Obligations:   With  respect  to  any  Person,  any  obligation  or
arrangement   of  such  Person  to  guarantee  or  intended  to  guarantee   any
Indebtedness,   leases,   dividends  or  other  payment  obligations   ("primary
obligations") of any other Person (the "primary obligor") in any manner, whether
directly  or  indirectly,  including,  without  limitation,  (i) the  direct  or
indirect  guarantee,  endorsement  (other than for  collection or deposit in the
ordinary course of business), co-making,  discounting with recourse or sale with
recourse  by such  Person  of the  obligation  of a  primary  obligor,  (ii) the
obligation to make take-or-pay or similar payments,  if required,  regardless of
nonperformance  by any  other  party or  parties  to an  agreement  or (iii) any
obligation of such Person,  whether or not contingent,  (A) to purchase any such
primary  obligation  or any property  constituting  direct or indirect  security
therefor,  (B) to advance or supply funds (1) for the purchase or payment of any
such primary  obligation or (2) to maintain working capital or equity capital of
the primary  obligor or  otherwise  to maintain the net worth or solvency of the
primary  obligor,  (C) to  purchase  property,  assets,  securities  or services
primarily  for the purpose of assuring the owner of any such primary  obligation
of the ability of the primary obligor to make payment of such primary obligation
or (D)  otherwise  to  assure  or hold  harmless  the  holder  of  such  primary
obligation  against  loss  in  respect  thereof  The  amount  of any  Contingent
Obligation  shall be deemed to be an amount equal to the stated or  determinable
amount of the primary obligation in respect of which such Contingent  Obligation
is made (or, if less,  the maximum  amount of such primary  obligation for which
such  Person may be liable  pursuant to the terms of the  instrument  evidencing
such  Contingent  Obligation)  or, if not stated or  determinable,  the  maximum
reasonably  anticipated  liability in respect  thereof  (assuming such Person is
required to perform thereunder), as determined by such Person in good faith.

Cumulative Net Loss Percentage: With respect to any Securitization Facility, the
percentage  equivalent  of a fraction the  numerator  of which is the  aggregate
principal  balance (which shall be the aggregate of the  outstanding  balance of
each  defaulted   receivable   immediately   prior  to  such  receivable   being
characterized as a defaulted  receivable) of all Defaulted  Receivables (as such
term or similar term may be defined in such  Securitization  Facility)  less the
sum of the aggregate  amount of monies  collected on such Defaulted  Receivables
and reasonably  estimated future  collections on such Defaulted  Receivables and
the  denominator  of which is the original  pool balance of such  Securitization
Facility.

Current Maturities: On any date of determination,  the aggregate of the payments
of  principal  due on the  Servicer's  or any of its  Subsidiaries'  senior  and
subordinated debt (including, without limitation,  scheduled payments hereunder,
but  excluding  all payments  under  non-recourse  warehouse  debt secured by an
interest  in  installment  sales  contracts  or  installment  loan and  security
agreements  secured by an interest in an automobile,  light-truck or van) in the
12 months following such date of determination.

Deal Agent:  As defined in the Preamble.  Default  Event:  The  occurrence of an
"Event of Default" or a "Termination Event" or a similar occurrence resulting in
or constituting a default under the  Securitization  Facility  Documents for the
related Securitization Facility.

Derivative: Any exchange-traded or over-the-counter (i) forward, future, option,
swap,  cap,  collar,  floor or  foreign  exchange  contract  or any  combination
thereof,  whether  for  physical  delivery or cash  settlement,  relating to any
interest rate, interest rate index,  currency,  currency exchange rate, currency
exchange  rate  index,  debt  instrument,  debt price,  debt  index,  depository
instrument, depository price, depository index, equity instrument, equity price,
equity index,  commodity,  commodity price or commodity index,  (ii) any similar
transaction,  contract,  instrument,  undertaking  or  security,  or  (iii)  any
transaction, contract, instrument, undertaking or security containing any of the
foregoing.

Eligible  Bank:  Wachovia Bank and any other  depositary  institution  organized
under the laws of the United States of America or any one of the states  thereof
or the District of Columbia (or any United  States branch or agency of a foreign
bank),  which is  subject to  supervision  and  examination  by federal or state
banking  authorities  and  which at all  times  (i) has a net worth in excess of
$50,000,000  and (ii) has either (A) a rating of P-1 from  Moody's  and A-1 from
S&P with respect to short-tern deposit  obligations,  or (B) if such institution
has issued long-term  unsecured debt obligations,  a rating of A2 or higher from
Moody's  and A or higher  from S&P with  respect  to  long-term  unsecured  debt
obligations.

Eligible Deposit Account:  Either (i) a segregated account with an Eligible Bank
or (ii) a segregated  trust  account with the  corporate  trust  department of a
depositary  institution  with corporate trust powers organized under the laws of
the United  States of America or any state  thereof or the  District of Columbia
(or any United States branch or agency of a foreign bank) and whose deposits are
insured by the EDIC,  provided that such  institution also must have a rating of
Baa3 or higher from Moody's and a rating of BBB- or higher from S&P with respect
to long-term deposit obligations.

Eligible Investments: Any one or more of the following types of investments:

          (i) marketable  obligations,  the full and timely payment of which are
     directly  and fully  guaranteed  by the full faith and credit of the United
     States and which have a maturity of not more than 270 days from the date of
     acquisition;

          (ii)  bankers'  acceptances  and  certificates  of  deposit  and other
     interest-bearing  obligations  (in each case  having a maturity of not more
     than 270 days from the date of  acquisition)  denominated  in  dollars  and
     issued by any bank with capital,  surplus and undivided profits aggregating
     at least $100,000,000, the short-term obligations of which are rated A-1 by
     S&P and P-l by Moody's;

          (iii) repurchase obligations with a term of not more than ten days for
     underlying  securities of the types described in clauses (i) and (ii) above
     entered into with any bank of the type described in clause (ii) above;

          (iv)  commercial  paper  rated at least A-1 by S&P and P-1 by Moody's;
     and,

          (v) demand deposits,  time deposits or certificates of deposit (having
     original maturities of no more than 365 days) of depositary institutions or
     trust  companies  incorporated  under the laws of the United  States or any
     state  thereof (or  domestic  branches of any foreign  bank) and subject to
     supervision  and  examination  by  federal or state  banking or  depositary
     institution  authorities;   provided,   however,  that  at  the  time  such
     investment, or the commitment to make such investment, is entered into, the
     short-term  debt rating of such  depositary  institution  or trust  company
     shall be at least A-l by S&P and P-1 by Moody's.

ERISA:  The United States  Employee  Retirement  Income Security Act of 1974, as
amended from time to time, and the  regulations  promulgated  and rulings issued
thereunder.

ERISA  Affiliate:  Any corporation or trade or business which is a member of the
same controlled  group of corporations  (within the meaning of Section 414(b) of
the Code) as the Borrower or any of its  Subsidiaries or is under common control
(within the meaning of Section  414(c) of the Code) with the  Borrower or any of
its Subsidiaries.

Eurodollar  Disruption  Event:  The  occurrence of any of the  following:  (i) a
determination by any Lender that it would be contrary to law or to the directive
of any central bank or other  Governmental  Authority (whether or not having the
force of law) to obtain United States dollars in the London  interbank market to
make,  fund or  maintain  any  Advance,  (ii) the  failure of one or more of the
reference  banks to furnish timely  information  for purposes of determining the
Adjusted LIBOR Rate,  (iii) a determination by any Lender that the rate at which
deposits of United States dollars are being offered to such Lender in the London
interbank market does not accurately  reflect the cost to such Lender of making,
funding or  maintaining  any Advance or (iv) the inability of a Lender to obtain
United States dollars in the London  interbank  market to make, fund or maintain
any Advance.

Eurodollar Reserve Percentage:  Of any reference bank for any period,  means the
percentage  applicable  during such period (or, if more than one such percentage
shall be so applicable,  the daily average of such percentages for those days in
such period  during  which any such  percentage  shall be so  applicable)  under
regulations  issued from time to time by the Board of  Governors  of the Federal
Reserve  System  (or  any  successor)  for   determining   the  maximum  reserve
requirement (including, without limitation, any emergency, supplemental or other
marginal   reserve   requirement)  for  such  reference  bank  with  respect  to
liabilities or assets consisting of or including eurocurrency liabilities having
a term of one month.

Excess  Nonsecuritization  Proceeds:  All  Nonsecuritization  Proceeds exceeding
$30,000,000.

Exchange Act: The Securities Exchange Act of 1934, as amended from time to time,
together with the rules and regulations in effect from time to time thereunder.

Facility Fee: As defined in the Fee Letter.

Facility Limit: (i) For the period from the Closing Date until the Paydown Date,
an   amount   equal  to  the   least  of  (A)   $55,000,000   less  the   Excess
Nonsecuritization  Proceeds, (B) if the initial Advance shall have occurred, the
Net Investment and (C) the sum of the Lender  Facility  Limits and (ii) from and
after the Paydown Date, an amount equal to the lesser of (A) $44,000,000 and (B)
the sum of the Lender Facility Limits.

Facility Overcollateralization:  For any Securitization Facility, the product of
(i) the applicable  Securitization  Facility Advance Rate and (ii) the excess of
the "Eligible  Receivables  Balance" (as such term or similar term  referring to
the outstanding  balance of all eligible  receivables under such  Securitization
Facility  as reduced  for  purposes of such  Securitization  Facility  (it being
understood   that  such  amount  is  also  reduced  for   defaults   under  such
Securitization  Facility)  is defined in the related  Securitization  Facility),
calculated as of the most recently reported determination date (or other similar
date) for each such  Securitization  Facility over the amounts outstanding under
such  Securitization  Facility  represented  by notes and/or  certificates  (but
excluding the Residual  Certificates and notional IO  Certificates)  not held by
the  Borrower,  calculated  as of the most recent  determination  date (or other
similar date).

FDIC: The Federal Deposit Insurance Corporation.

Federal Funds Rate: For any period, a fluctuating  interest rate per annum equal
for each day during such  period to the  weighted  average of the federal  funds
rates as  quoted  by  Wachovia  Bank and  confirmed  in  Federal  Reserve  Board
Statistical  Release  H.15  (519) or any  successor  or  substitute  publication
selected by Wachovia  Bank (or, if such day is not a Business  Day, for the next
preceding  Business Day), or if for any reason such rate is not available on any
day, the rate  determined,  in the sole opinion of Wachovia Bank, to be the rate
at which federal finds are being offered for sale in the national  federal funds
market at 9:00 a.m. Charlotte, North Carolina time.

Fee  Letter:  The  letter  agreement  dated as of the date  hereof  between  the
Borrower and Wachovia Bank.

Fees:  Any and all  fees  payable  to the  Administrative  Agent  or any  Lender
pursuant to the applicable Fee Letter,  this Agreement or any other  Transaction
Document.

Fixed Charge  Coverage  Ratio:  As of the end of any calendar  quarter,  for the
twelve (12) calendar  month period then ended,  the ratio of (i) the  Servicer's
Adjusted  EBITDA,  to (ii) the aggregate  Interest Expense for the same 12 month
period plus the excess, if any, of (A) the sum of (1) Current Maturities and (2)
$10,000,000 over (B) the Liquidity.

Funding Date: As defined in Section 3.3.

Funding Request: As defined in Section 2.1(a).

GAAP: Generally accepted accounting principles,  applied on a "consistent basis"
(as such phrase is  interpreted in accordance  with Section 1.2 hereof),  as set
forth in Opinions of the Accounting  Principles Board of the American  Institute
of Certified Public Accountants and/or in statements of the Financial Accounting
Standards Board and/or their  respective  successors and which are applicable in
the circumstances as of the date in question.

Governmental Authority:  Any nation or government,  any state or other political
subdivision  thereof,  any  central  bank (or  similar  monetary  or  regulatory
authority)  thereof,  any  body or  entity  exercising  executive,  legislative,
judicial,  regulatory or administrative functions of or pertaining to government
and any court or arbitrator.

Grant: Mortgage,  pledge,  bargain, sell, warrant,  alienate,  remise,  release,
convey, assign,  transfer,  create, grant a lien upon and a security interest in
and right of set-off  against,  deposit,  set over and confirm  pursuant to this
Agreement.  A Grant of the  Collateral  or of any other  agreement or instrument
shall include all rights,  powers and options (but none of the  obligations)  of
the Granting party  thereunder,  including the immediate and continuing right to
claim for, collect, receive and give receipt for principal and interest payments
in respect of the Collateral and all other moneys  payable  thereunder,  to give
and  receive  notices  and  other  communications,  to  make  waivers  or  other
agreements, to exercise all rights and options, to bring proceedings in the name
of the Granting party or otherwise and generally to do and receive anything that
the  Granting  party is or may be entitled to do or receive  thereunder  or with
respect thereto.

Hedge  Breakage  Costs:  For any Hedge  Transaction,  any amount  payable by the
Borrower  for the early  termination  of that Hedge  Transaction  or any portion
thereof.

Hedge Collateral: As defined in Section 6.3.

Hedge  Counterparty:  Any entity that (i) on the date of entering into any Hedge
Transaction has a long-term  unsecured debt rating of not less than A by S&P and
not less than A2 by Moody's  ("Long-term  Rating  Requirement") and a short-term
unsecured  debt  rating  of not less  than  A-l by S&P and not less  than P-1 by
Moody's ("Short-term Rating  Requirement"),  and (ii) in a Hedging Agreement (A)
consents to the assignment of the Borrower's  rights under the Hedging Agreement
to the  Administrative  Agent for the  benefit of the  Secured  Parties  and (B)
agrees that in the event that  Moody's or S&P reduces  its  long-term  unsecured
debt rating below the Long-term  Rating  Requirement,  or reduces its short-term
unsecured debt rating below the Short-term Rating Requirement, it shall transfer
its rights and obligations  under each Hedge  Transaction to another entity that
meets the  requirements  of clauses (i) and (ii)  hereof and has entered  into a
Hedging Agreement with the Borrower on or prior to the date of such transfer.

Hedge  Transaction:  Any interest  rate cap or interest  rate swap  transactions
between the Borrower and a Hedge  Counterparty  that is entered into pursuant to
Section 6.3 and is governed by a Hedging Agreement.

Hedging Agreement:  Each agreement between the Borrower and a Hedge Counterparty
that governs one or more Hedge  Transactions  entered  into  pursuant to Section
6.3, which agreement  shall consist of a "Master  Agreement" in a form published
by the International  Swaps and Derivatives  Association,  Inc., together with a
"Schedule" thereto in a form the Administrative  Agent shall approve in writing,
and each  "Confirmation"  thereunder  confirming the specific terms of each such
Hedge Transaction.

Incremental Securitization:  Any term securitization of UAC's ,UACSC's or any of
their respective Subsidiaries'  receivables through the issuance of asset-backed
securities  occurring  after  the  Initial  Funding  Date,  excluding  any  NIMS
Transaction.

Indebtedness:  With respect to any Person at any date, (i) all  indebtedness  of
such Person for borrowed money or for the deferred purchase price of property or
services  (other than current  liabilities  incurred in the  ordinary  course of
business and payable in accordance  with customary  trade  practices) or that is
evidenced by a note,  bond,  debenture or similar  instrument,  (ii) all Capital
Lease  Obligations  of such  Person,  (iii) all  obligations  of such  Person in
respect of  acceptances  issued or created for the account of such Person,  (iv)
all  liabilities  secured by any Lien on any property  owned by such Person even
though such Person has not assumed or  otherwise  become  liable for the payment
thereof,  (v) all  indebtedness,  obligations  or  liabilities of that Person in
respect  of  Derivatives,  and (vi) all  obligations  under  direct or  indirect
guaranties in respect of  obligations  (contingent  or otherwise) to purchase or
otherwise acquire, or to otherwise assure a creditor against loss in respect of,
indebtedness  or  obligations  of others of the kind  referred to in clauses (i)
through (v) above.

Indemnified Amounts: As defined in Section 9.1.

Indemnified Party: As defined in Section 9.1.

Initial Funding Date: The date on which the first Advance is made hereunder.

Interest Expense:  For any period,  the interest expense which is required to be
shown as such on the financial statements of the Servicer prepared in accordance
with GAAP.

IO Certificate: A certificate or other instrument issued by, or similar interest
in, a trust or other  special  purpose  entity with respect to a  Securitization
Facility representing the right to receive interest only on a notional principal
amount and based on a planned amortization schedule.

Lender  Facility  Limit:  (i) As to Wachovia  Bank,  (a) for the period from the
Closing  Date until the  Paydown  Date,  an amount  equal to (I) if the  initial
Advance has not occurred,  $55,000,000 minus the Aggregate Syndicated Amount and
(II) if the  initial  Advance  has  occurred,  its  Pro  Rata  Share  of the Net
Investment  and (b) from and  after  the  Paydown  Date,  its Pro Rata  Share of
$44,000,000;  provided,  however,  that if 180 days after the Closing Date,  the
Aggregate  Syndicated Amount is less than the Minimum  Syndicated  Amount,  then
Wachovia  Bank's Lender  Facility  Limit shall be  $33,000,000  on such day and,
beginning  on the first (1st)  Payment  Date to occur after the Initial  Funding
Date,  reduced by  $1,100,000  on each of the next six (6)  consecutive  Payment
Dates;  provided  further that Wachovia  Bank's Lender  Facility  Limit shall be
reduced by Wachovia  Bank's Pro Rata Share of the aggregate  Required  Principal
Amounts  since  the  Closing  Date and by 100% of the  Excess  Nonsecuritization
Proceeds;  provided  further,  however,  that the Wachovia Bank Lender  Facility
Limit  shall not be reduced to less than  $26,400,000,  and (ii) as to any other
Lender,  the  amount  set forth in the  Assignment  Agreement  executed  by such
Lender.

Lenders:  Each of Wachovia Bank, the other Lenders named on the signature  pages
of this  Agreement,  and any  Lender  becoming  a party  hereto  pursuant  to an
Assignment Agreement.

Level 1 Trigger:  Unless waived by the Administrative Agent (with the consent of
the Required  Lenders),  a Level 1 Trigger shall occur hereunder with respect to
any Securitization Facility (i) with respect to any Securitization Facility that
provides that the amount required to be on deposit in the reserve account or the
spread account for such  Securitization  Facility (the "Required  Spread Account
Amount" or such other  similar  term as  defined in the  related  Securitization
Facility Documents) shall be increased upon the occurrence (or nonoccurrence) of
certain events specified therein, if the Required Spread Account Amount for such
Securitization Facility is increased to a higher level than that required on the
closing date of the related Securitization Facility; provided, however, that any
such Level 1 Trigger  shall be deemed cured  hereunder  if the  Required  Spread
Account Amount under such Securitization  Facility shall (other than as a result
of a waiver or amendment  to such  Securitization  Facility)  revert back to the
level required on the closing date of such Securitization Facility and (ii) with
respect to any Securitization  Facility that does not provide for an increase in
the Required  Spread Account Amount upon the  occurrence (or  nonoccurrence)  of
certain  events,  then a  Level 1  trigger  shall  be  deemed  to have  occurred
hereunder for the related  Securitization  Facility,  if the Cumulative Net Loss
Percentage  for  such   Securitization   Facility  shall  exceed  the  following
percentages on or after the relevant dates set forth below:



     Payment Dates Since               Cumulative
         Closing Date              Net Loss Percentage
     -------------------           -------------------
              6                           0.60%
              12                          1.75%
              18                          2.75%
              24                          3.60%
              30                          4.20%
              36                          4.85%
              42                          5.25%
              48                          5.50%
      49 and thereafter                   5.75%


; it being  understood  that the  occurrence  of a Level 1 Trigger  pursuant  to
clause  (ii)  of  this  definition  shall  deemed  to have  been  cured  for any
Securitization   Facility  if  the  Cumulative  Net  Loss  Percentage  for  such
Securitization  Facility is lower than the percentage specified in the preceding
table for any three (3) consecutive  calendar months following the occurrence of
such a Level 1 Trigger.

Level 2 Trigger:  Unless waived by the Administrative Agent (with the consent of
the Required  Lenders),  a Level 2 Trigger shall occur hereunder with respect to
any Securitization Facility (i) with respect to any Securitization Facility that
provides for the  occurrence of a Servicer  Event,  a Default Event or a Trigger
Event, if any of a Servicer Event, a Default Event or a Trigger Event shall have
occurred under the related Securitization Facility;  provided,  however that any
such Level 2 Trigger  shall be deemed cured  hereunder if the Servicer  Default,
Default  Event or Trigger  Event that caused such Level 2 Trigger to occur shall
(other  than as a  result  of a  waiver  or  amendment  to  such  Securitization
Facility) be cured and (ii) with  respect to any  Securitization  Facility  that
does not provide for the  occurrence of a Servicer  Event,  a Default Event or a
Trigger Event,  if the Cumulative  Net Loss  Percentage for such  Securitization
Facility  shall exceed the following  percentages on or after the relevant dates
set forth below:



     Payment Dates Since               Cumulative
         Closing Date              Net Loss Percentage
     -------------------           -------------------
              3                           0.75%
              6                           1.25%
              9                           2.00%
              12                          2.70%
              15                          3.30%
              18                          3.90%
              21                          4.50%
              24                          5.15%
              27                          5.60%
              30                          6.20%
              33                          6.55%
              36                          7.10%
              39                          7.50%
              42                          7.75%
              45                          8.00%
              48                          8.25%
              51                          8.50%
      52 and thereafter                   8.75%


; it being  understood  that the  occurrence  of a Level 2 Trigger  pursuant  to
clause  (ii) of this  definition  shall be  deemed  to have  been  cured for any
Securitization   Facility  if  the  Cumulative  Net  Loss  Percentage  for  such
Securitization  Facility is lower than the percentage specified in the preceding
table for any three (3) consecutive  calendar months following the occurrence of
such Level 2 Trigger.

LIBOR Rate:  For any day during any Accrual  Period,  an interest rate per annum
equal to:

          (i) the  posted  rate for 30-day  deposits  in United  States  Dollars
     appearing  on  Telerate  page 3750 as of 11:00  a.m.  (London  time) on the
     Business Day which is the second  Business Day  immediately  preceding  the
     first day of the applicable Accrual Period; or

          (ii) if no such rate  appears on  Telerate  page 3750 at such time and
     day,  then the LIBOR  Rate  shall be  determined  by  Wachovia  Bank at its
     principal  office in  Charlotte,  North  Carolina  as its rate  (each  such
     determination,  absent  manifest error, to be conclusive and binding on all
     parties  hereto and their  assignees)  at which  30-day  deposits in United
     States  Dollars  are  being,  have  been,  or would be offered or quoted by
     Wachovia  Bank to  major  banks  in the  applicable  interbank  market  for
     Eurodollar deposits at or about 11:00 a.m. (Charlotte, North Carolina time)
     on such day.

Lien: Any lien,  mortgage,  security interest,  pledge,  hypothecation,  charge,
equity, encumbrance or right of any kind whatsoever.

Liquiditv:  The sum of (i) all unrestricted cash available to UAC and (ii) Total
Borrowing Capacity.

Loan Account: As defined in Section 2.2(b).

Mandatory  Prepayment Amount:  With respect to any breach referred to in Section
2.4(b),  the  amount  by  which  the Net  Investment  exceeds  the  Maximum  Net
Investment,  plus all related Breakage Costs and all accrued and unpaid interest
thereon to the date of the prepayment made pursuant to such Section 2.4(b).

Material  Adverse  Effect:  Any material  adverse  effect upon (i) the financial
condition or operations of the Borrower or any Related Seller,  (ii) the ability
of the Borrower or any Seller to perform its  obligations  under any Transaction
Document to which it is a party, (iii) the legality,  validity or enforceability
of any  Transaction  Document,  (iv) the  interest of either the Borrower or the
Administrative Agent (on behalf of the Secured Parties) in any of the Collateral
or (v) the collectibility of the Collateral or any portion thereof

Maximum Net  Investment:  The least of (i) the product of (A) the Borrowing Base
and (B) the Advance  Rate,  (ii) the product of (A) 2.25% and (B) the  aggregate
balance of all securities  outstanding under the Securitization  Facilities that
are rated BBB- or higher by S&P or Baa3 or higher by Moody's,  (iii) the product
of (A) 30% and (B) the total value of the retained interest as determined by UAC
in accordance with GAAP plus the reasonably estimated retained interest value of
any  Securitization  Facility  completed on UAC's balance  sheet (not  utilizing
gain-on sale), and (iv) the Facility Limit.

Minimum Syndication Amount: $22,000,000.

Modified Contract: Any automobile, light-truck or van installment sales contract
or  installment  loan  and  security  agreement  secured  by an  interest  in an
automobile,  light-truck  or van the terms of which have been modified and, as a
result,  such contract or agreement was repurchased by UAC from a Securitization
Facility  as  required  under the  Securitization  Facility  Documents  for such
Securitization Facility.

Monthly Principal Payment Amount:  With respect to any Payment Date, the amount,
if any,  necessary  to  reduce  the Net  Investment  calculated  as of the prior
Payment Date, to the Maximum Net Investment calculated as of the last day of the
related Accrual Period.

Monthly Report: As defined in Section 7.2(d)(i).

Moody's: Moody's Investors Service, Inc.

Net  Income:  For any  period,  the net  income  after  taxes  of the  Servicer,
determined in accordance with GAAP, consistently applied.

Net  Investment:  The aggregate  amount  advanced to the Borrower by the Lenders
from time to time, minus the aggregate  amount of Collections  applied to reduce
the Net Investment;  provided,  that the Net Investment shall be restored in the
amount of any  Collections  applied if at any time the application of the amount
of any such  Collection  is  rescinded  or must  otherwise  be returned  for any
reason.

NIMS Transaction:  Any financing (other than the financing  contemplated by this
Agreement)  involving  any  Securitization  Facilities  Collateral  at any  time
entered into by UAC, any Seller or any of UAC's Subsidiaries.

Non-Funding Lender: As defined in Section l0.8(a)(iii).

Nonsecuritization  Proceeds:  Any  proceeds  received  by  UAC  or  any  of  its
Subsidiaries  from and after March 31, 2002 from any source upon the issuance of
any securities or the incurrence of any Indebtedness  for borrowed money,  other
than from a Securitization  Facility,  a NIMS Transaction or a warehouse funding
vehicle.

Note: As defined in Section 2.2(a).

Obligations:  All loans,  advances,  debts,  liabilities and obligations for the
performance  of  covenants,  tasks or duties or for payment of monetary  amounts
(whether or not such performance is then required or contingent, or such amounts
are  liquidated  or  determinable)  owing by the Borrower to the  Administrative
Agent or any Lender, and all covenants and duties regarding such amounts, of any
kind or  nature,  present  or  future,  whether  or not  evidenced  by any note,
agreement or other instrument,  arising under this Agreement or any of the other
Transaction Documents. This term includes all principal, interest (including all
interest  that accrues  after the  commencement  of any case or proceeding by or
against  the  Borrower  in  bankruptcy,  whether or not  allowed in such case or
proceeding),  Fees,  charges,  expenses,  attorneys'  fees  and  any  other  sum
chargeable to the Borrower under this Agreement or any of the other  Transaction
Documents.

Opinion of Counsel:  One or more written  opinions of counsel who may, except as
otherwise  expressly  provided in this Agreement,  be employees of or counsel to
the Borrower and who shall be  satisfactory  to the  Administrative  Agent,  and
shall be in form and substance satisfactory to the Administrative Agent.

Organizational  Documents:  For any Person,  the documents for its formation and
organization,  which,  for  example,  (i) for a  corporation  are its  corporate
charter and bylaws,  (ii) for a partnership  are its  certificate of partnership
(if applicable) and partnership agreement, (iii) for a limited liability company
are its  certificate of formation or organization  and its operating  agreement,
regulations or the like and (iv) for a trust is the trust agreement, declaration
of trust, indenture or bylaws under which it is created,

Other Lender: As defined in Section 10.8(d).

Overcollateralization Increase Event: On any date of determination, (i) the Cash
Flow Ratio is less than 80%,  (ii) the amount on deposit in the Reserve  Account
is less than the Required Reserve Account Amount for seven (7) consecutive days,
or (iii) more than 25% of the total number of  Securitization  Facilities are in
breach of a Level 2 Tngger.

Paydown Date:  The earlier of (i) the first day  following  the Initial  Funding
Date on which the Net  Investment  is reduced to an amount less than or equal to
$44,000,000 and (ii) the Termination Date.

Payment Date:  The latest  Payment Date  occurring in a calendar month under any
Securitization Facility as to which any amount is outstanding.

Performance Guarantor: UAC.

Performance Undertaking:  That certain Performance Undertaking,  dated as of the
Initial  Funding  Date, by the  Performance  Guarantor in favor of the Borrower,
substantially in the form of Exhibit 3.1(m).

Person:  Any individual,  corporation,  estate,  partnership,  limited liability
company,  limited  liability  partnership,  limited  partnership,  joint venture
association,  joint stock company,  trust  (including any beneficiary  thereof),
unincorporated organization or government or any agency or political subdivision
thereof.

Plan: Any employee  benefit plan  established or maintained by the Transferor or
any of its  Subsidiaries or any ERISA Affiliate and which is subject to Title IV
of ERISA.

Prime Rate:  The rate  announced by Wachovia Bank from time to time as its prime
rate in the United States,  such rate to change as and when such designated rate
changes.  The Prime  Rate is not  intended  to be the  lowest  rate of  interest
charged by Wachovia Bank in connection with extensions of credit to debtors.

Principal    Overcollateralization:    The    aggregate    of    the    Facility
Overcollateralization for all Securitization Facilities; provided, however, that
no Facility Overcollateralization related to any Securitization Facility entered
into on or after the Closing Date whose lowest rated tranche not retained by UAC
or any of its  Subsidiaries  is rated lower than BBB- by S&P or Baa3 or lower by
Moody's  shall  be  included  in  Principal   Overcollateralization  unless  the
Administrative  Agent,  in its sole  discretion,  has given  its  prior  written
consent to such inclusion.

Proceeding:   Any  suit  in  equity,   action  at  law  or  other   judicial  or
administrative proceeding. Program Fee: As defined in the Fee Letter.

Pro  Rata  Share:  With  respect  to all  matters  relating  to any  Lender  the
percentage  equivalent of the decimal  obtained by dividing the Lender  Facility
Limit for such Lender by the Facility Limit.

PSC: Performance Securitization Corporation, a Delaware corporation.

PSC Assets:  PSC Assets:  The Class IC Certificate issued by the PSC 1998-1 Auto
Trust representing the residual interest in such trust.

Purchase  Agreement:  That certain Securities  Purchase  Agreement,  dated as of
April 5, 2002 among the Borrower and UACSC.

Qualified  Assignee:  (i) any Lender,  any  Affiliate  of any Lender  and,  with
respect to any Lender  that is an  investment  fund that  invests in  commercial
loans,  any other  investment fund that invests in commercial  loans and that is
managed  or  advised  by the same  investment  advisor  as such  Lender or by an
Affiliate of such investment advisor,  and (ii) any commercial bank, savings and
loan  association  or savings bank or any other  entity which is an  "accredited
investor"  (as defined in Regulation D under the  Securities  Act) which extends
credit or buys loans as one of its businesses,  including  insurance  companies,
mutual funds, lease financing  companies and commercial  finance  companies,  in
each case,  which has a rating of BBB or higher from S&P and a rating of Baa2 or
higher from Moody's at the date that it becomes a Lender and which,  through its
applicable  lending  office,  is capable of lending to the Borrower  without the
imposition  of any  withholding  or  similar  taxes;  provided  that  no  person
determined by the Administrative Agent to be acting in the capacity of a vulture
fund or distressed debt purchaser shall be a Qualified  Assignee,  and no person
or  Affiliate  of such  person  (other  than a person  that is already a Lender)
holding subordinated debt or any equity interest issued by the Borrower shall be
a Qualified Assignee.

Reporting Date: The day that is one (1) Business Day prior to each Payment Date.

Required Lenders:  Lenders having (i) more than 51% of the Facility Limit of all
Lenders,  or (ii) if the Lender Facility Limits have been terminated,  more than
51% of the Net Investment.

Required Principal Amount: (i) For each of the six (6) consecutive Payment Dates
occurring  after the Initial Funding Date, an amount equal to $1,833,333 so long
as the Paydown Date has not occurred and thereafter, zero.

Required  Reserve Account Amount:  (i) Prior to the Initial Funding Date,  zero,
(ii) from the Initial Funding Date until the Paydown Date, $5,000,000, and (iii)
from and after the Paydown Date, $4,000,000, provided that in no event shall the
Required Reserve Account Amount be greater than the Net Investment.

Reserve  Account:  A  segregated   account   established  in  the  name  of  the
Administrative Agent pursuant to Section 4.2(a) of the Agreement for the benefit
of the Secured Parties.

Reserve Account Withdrawal: As defined in Section 2.7(c).

Residual  Certificate:  Any  certificate,  Class IC Certificate or other similar
instrument  issued by, or similar  interest in, a trust or other similar purpose
entity with respect to a  Securitization  Facility and representing the residual
interest in such trust and retained by UAC or one of its Subsidiaries.

Responsible  Officer:  With  respect  to any  Person,  the  president,  any vice
president or assistant vice  president or the controller of such Person,  or any
other officer or employee having similar functions.

Revolving  Period:  The period  commencing on the Closing Date and ending on the
Termination Date.

S&P:  Standard  and  Poor's  Rating  Service,  a  division  of The  McGraw  Hill
Companies, Inc. Secured Parties: Each Lender and each Hedge Counterparty.

Securities  Act:  The  Securities  Act of 1933,  as  amended  from time to time,
together with the rules and regulations in effect from time to time thereunder

Securitization Facilities Collateral: As defined in the Security Agreement.

Securitization  Facilities  Reserve  Account  Amount:  The  aggregate  Available
Securitization  Facilities  Reserve  Account  Collateral  in all  Securitization
Facilities.

Securitization  Facility: Any term securitization facility of UAC's, UACSC's, or
any of their respective  Subsidiaries'  (excluding PSC) receivables  through the
issuance of  asset-backed  securities  existing  as of the Closing  Date and any
Transferred Incremental Securitization.

Securitization  Facility Advance Rate: For any Securitization  Facility (i) 100%
if such  Securitization  Facility has not breached a Level 1 or Level 2 Trigger,
(ii) 75% is such  Securitization  Facility  has  breached a Level 1 Trigger  and
(iii) 0% if such Securitization Facility has breached a Level 2 Trigger.

Securitization Facility Documents: Any agreement, document and instrument now or
hereafter  executed  and/or  delivered  in  connection  with any  Securitization
Facility and all amendments,  modifications,  supplements, renewals, extensions,
or restatements thereof.

Securitization Facility Servicer Reports: As defined in Section 7.2(d).

Securitization  Servicer: Any Person acting as servicer under any Securitization
Facility.

Security  Agreement:  That certain Security  Agreement,  dated as of the Initial
Funding  Date among the Borrower and the  Administrative  Agent,  in the form of
Exhibit A hereto.

Seller: Any seller under the Purchase Agreement.

Servicer: As defined in the Preamble.

Servicer  Advance:  Any advance  made by UAC,  as  Servicer  pursuant to Section
2.7(b).

Servicer  Event:  The  occurrence of a "Servicer  Event of Default" or "Servicer
Termination  Event" or a  similar  occurrence  resulting  in or  constituting  a
default by any Securitization  Servicer under any  Securitization  Facility as a
result of which UAC  (and/or  its  Subsidiaries)  shall  have  been  removed  as
Servicer.

Servicer Event of Default: As defined in Section 7.6.

Servicer Termination Notice: As defined in Section 7.7.

Servicer's Certificate: As defined in Section 7.2(d)(iii).

Servicer's  Liabilities:  At the time of determination and without  duplication,
all  amounts  which,  in  conformity  with  GAAP,  would  be  included  in total
liabilities on a consolidated balance sheet of the Servicer.

Servicing and Collection Policy:  Any written servicing and collection  policies
of UAC and its  Subsidiaries  pursuant to which the  servicing  obligations  are
performed under the Securitization Facility Documents.

Subordinated   Indebtedness:   The   Indebtedness  of  UAC  which  is  expressly
subordinate to the unsecured  Indebtedness  pursuant to agreements acceptable to
the Administrative Agent in its sole discretion.

Subordinated  Note:  Any  promissory  note  of  the  Borrower  entered  into  in
connection with any purchase by the Borrower under the Purchase Agreement, which
note is in the form of Exhibit C to the Purchase Agreement.

Subsidiarv:  (i) When used to determine the  relationship of a Person to another
Person,  a Person of which an  aggregate of more than 50% or more of the Capital
Stock is owned of record or beneficially by such other Person, or by one or more
Subsidiaries  of such  other  Person,  or by such  other  Person and one or more
Subsidiaries  of such Person,  (A) if the holders of such Capital  Stock (1) are
ordinarily,  in the absence of contingencies,  entitled to vote for the election
of a  majority  of  the  directors  (or  other  individuals  performing  similar
functions) of such Person,  even though the right so to vote has been  suspended
by the happening of such a contingency, or (2) are entitled, as such holders, to
vote for the election of a majority of the directors (or individuals  performing
similar functions) of such Person, whether or not the right so to vote exists by
reason of the  happening of a  contingency,  or (B) in the case of Capital Stock
which is not issued by a corporation,  if such ownership interests  constitute a
majority voting interest, and (ii) when used with respect to a Plan, ERISA, or a
provision of the Code pertaining to employee benefit plans,  means, with respect
to a Person,  any corporation,  trade, or business (whether or not incorporated)
which is under  common  control  with such  Person  and is  treated  as a single
employer  with such  Person  under  Section  4t4(b) or (iii) of the Code and the
regulations thereunder.

Successor Servicer: As defined in Section 7.8(a).

State:  Any one of the 50 states of the United States of America or the District
of Columbia.

Tangible Net Worth:  With respect to any Person,  at any time, the  consolidated
stockholders'  equity of such Person and its  Subsidiaries,  as  determined on a
consolidated  basis in accordance  with GAAP,  minus  intangible  assets of such
Person  and  its  consolidated  Subsidiaries  (including,   without  limitation,
capitalized fees and unrealized gains or losses reported as other  comprehensive
income/expense relating to hedging activities).

Tax: Any present or future taxes, levies, imposts, duties, charges,  assessments
or fees of any nature (including  interest,  penalties,  and additions  thereto)
that are imposed by any Governmental Authority.

Termination  Date:  The  earliest  of (i) the day on which a  Termination  Event
occurs,  (ii) April 4, 2003 or such later date to which the Termination Date may
be extended, if extended,  with the consent of the Administrative Agent and each
Lender or (iii) the Business Day specified in a written notice from the Borrower
to the Administrative Agent.

Termination Event: As defined in Section 8.1.

Total Borrowing Capacity: On any day, the aggregate, for all committed borrowing
facilities  to  which  the  Servicer  or  any  of its  Subsidiaries  is a  party
(including,  without  limitation,  the  committed  borrowing  facility  provided
hereunder), of the positive excess, if any, of (i) the maximum amount that could
be  borrowed  on such date  under such  facility  (hereinafter,  the  "Potential
Maximum  Outstandings"),  based upon the amount of  receivables  or other assets
available  to  such  facility  and  all  reductions   thereto  pursuant  to  the
documentation  relating to such  facility  and the  applicable  advance rate (or
other similar  term) over (ii) the sum of (A) the  principal  amount (or similar
amount)  outstanding  under such  facility  on such day and (B) any  incremental
increase in the reserve  account (or similar term or concept) for such  facility
required to be deposited in the reserve  account,  assuming the principal amount
(or similar amount)  outstanding  under such facility was equal to the Potential
Maximum Outstandings for such facility.

Total Funded  Indebtedness:  The  Indebtedness for borrowed money which would be
shown on UAC's balance  sheet  prepared in  accordance  with GAAP,  consistently
applied.

Total Warehouse  Borrowing  Capacity:  The product of (i) all receivables of UAC
and its Subsidiaries which are eligible for placement under committed  warehouse
financing  facilities of UAC or its Subsidiaries and (ii) the effective  advance
rate for such receivables (i.e. the blended rate for all such receivables).

Transaction  Documents:  This Agreement,  the Security  Agreement,  the Purchase
Agreement,  the Notes,  the  Subordinated  Notes,  the Fee Letter and each other
document and certificate delivered in connection herewith or therewith.

Transferred Incremental  Securitization:  Any Incremental Securitization entered
into by  UAC,  UACSC  or any of  their  respective  Subsidiaries,  the  residual
interest in which has been transferred to the Borrower.

Trigger  Event:  As to any  Securitization  Facility,  an event  constituting  a
"trigger  event," as such term or similar term is defined in the  Securitization
Facility  Documents  that provide for the  agreement  with a surety  provider or
other Person to provide credit enhancement for such Securitization  Facility, as
an  event   permitting   such  surety  provider  or  other  Person  to  exercise
administrative  remedies  including  replacement  of the related  Securitization
Servicer.

Trust 2000-C: The UACSC 1999 Master Owner Trust, Series 2000-C.

Trust 2001-B: The UACSC 1999 Master Owner Trust, Series 2001-B.

UAC: Union Acceptance Corporation, an Indiana corporation.

UACSC:  UAC Securitization Corporation, a Delaware corporation.

UAFC-2: UAFC-2 Corporation, a Delaware corporation.

UAFC-2 Assets:  All rights of UAFC-2 under that certain Security Agreement dated
as of August 1, 2001,  among  Union  Acceptance  Funding  Corporation,  Variable
Funding Capital  Corporation,  UAFC-2, UAC, First Union Securities,  Inc., First
Union  National  Bank  and  certain  bank  lenders  (the   "Warehouse   Security
Agreement")  to  receive  allocations  of  Available  Funds (as  defined  in the
Warehouse Security  Agreement)  pursuant to Section 2.3(a)(xii) of the Warehouse
Security  Agreement,  and the residual in certain accounts  pursuant to Sections
2.10, 2.13 and 2.14 of the Warehouse Security Agreement.

UCC: Unless the context otherwise  requires,  the Uniform Commercial Code, as in
effect in the relevant jurisdiction.

Wachovia Amortized Limit: As defined in Section 2.11(b).

Wachovia  Bank:  Wachovia  Bank,  National   Association,   a  national  banking
association.

Yield: For any Accrual Period with respect to the Net Investment, the sum of the
products (for each day during such Accrual Period) of:

         YR    x  NI  x    1
                          ---
                          360

         where:

         YR       =        the Yield Rate; and

         NI       =        the Net Investment on such day.

Yield Rate:  With respect to the Net  Investment,  on any day,  the  Alternative
Rate; provided,  however, after the occurrence of a Termination Event, the Yield
Rate shall be the  greater of (i) the  Adjusted  LIBOR Rate plus 6.00% per annum
and (ii) the Base Rate plus 3.00% per annum.

     Section 1.2 Other Terms.

     All  accounting  terms used but not  specifically  defined  herein shall be
construed in accordance with GAAP. Unless specified otherwise, all terms used in
Article  9 of the UCC and used but not  specifically  defined  herein,  are used
herein as  defined  in such  Article  9 of the UCC as in effect in the  relevant
jurisdiction.

     Section 1.3 Computation of Time Periods.

     Unless otherwise  stated in this Agreement,  in the computation of a period
of time from a specified date to a later  specified  date, the word "from" means
"from  and  including"  and  the  words  "to"  and  "until"  each  mean  "to but
excluding."

     Section 1.4 Interpretation.

     In each Transaction Document, unless a contrary intention appears:

          (a) the singular number includes the plural number and vice versa;

          (b)  reference to any Person  includes such  Person's  successors  and
     assigns  but,  if  applicable,  only if such  successors  and  assigns  are
     permitted by the Transaction Documents;

          (c) reference to any gender includes each other gender;

          (d) reference to any agreement  (including any Transaction  Document),
     document or  instrument  means such  agreement,  document or  instrument as
     amended,  supplemented  or  modified  and in  effect  from  time to time in
     accordance  with the terms  thereof  and, if  applicable,  the terms of the
     other Transaction Documents,  and reference to any promissory note includes
     any promissory note that is an extension or renewal thereof or a substitute
     or replacement therefor; and

          (e)  reference  to any  Applicable  Law means such  Applicable  Law as
     amended,  modified,  codified,  replaced or reenacted, in whole or in part,
     and  in  effect  from  time  to  time,   including  rules  and  regulations
     promulgated  thereunder and reference to any section or other  provision of
     any Applicable Law means that provision of such Applicable Law from time to
     time in effect and  constituting the substantive  amendment,  modification,
     codification,   replacement   or  reenactment  of  such  section  or  other
     provision.

                                  Article II.

                                    Advances

     Section 2.1 Advances.

     (a) Advances.  Subject to the terms and conditions hereof, the Borrower may
from time to time during the  Revolving  Period,  request  that the Lenders make
available to the Borrower advances (each an "Advance") in an amount equal to the
lesser of (i) such Lender's Pro Rata Share of the amount of the Advance and (ii)
the unused amount of such Lender's  Lender  Facility  Limit.  The obligations of
each Lender  hereunder  shall be several and not joint.  Under no  circumstances
shall any Lender make any Advance if, after giving effect to such  Advance,  the
Net  Investment  would exceed the lesser of (A) the  Facility  Limit and (B) the
Maximum Net Investment.

     In connection  with each Advance,  the Borrower shall, by written notice to
the  Administrative  Agent (a "Funding  Request")  substantially  in the form of
Exhibit 2.1(a),  request such Advance by 5:00 p.m.  (Eastern  Standard Time), at
least three (3) Business Days prior to the proposed  date of such Advance.  Such
Funding  Request shall specify the proposed date of such Advance,  the amount of
such proposed Advance (which shall be at least $1,000,000 or integral  multiples
of $100,000 in excess  thereof).  The Funding  Request shall be accompanied by a
report  containing  various items related to the  Collateral as requested by the
Administrative  Agent  including,  without  limitation,  a  calculation  of  the
Borrowing Base and the Maximum Net Investment.

     (b) Funding Request Irrevocable.  Each Funding Request shall be irrevocable
and binding on the Borrower and the Borrower shall indemnify the Lenders and the
Administrative Agent against any loss or expense by any of them, either directly
or  indirectly  as a result of a failure by the Borrower to complete a requested
Advance, including,  without limitation, any loss (including loss of anticipated
profits) or expense incurred by any of them,  either directly or indirectly,  by
reason of the liquidation or  re-employment  of funds acquired by any of them to
complete the requested Advance.

     (c)  Disbursement of Funds. No later than noon on the date of each Advance,
the Administrative Agent shall make available to the Borrower the amount of such
Advance by remitting or causing the  remittance of the amount  thereof,  in same
day funds,  to an account of the Borrower as designated  in the related  Funding
Request.

     Section 2.2 The Notes; Advances and Accounting.

     (a) The  Borrower  shall  execute  and  deliver  to each  Lender  a note to
evidence the Lender  Facility  Limit of that  Lender.  Each note shall be in the
principal amount of the Lender Facility Limit for the applicable  Lender,  dated
the Closing Date and  substantially in the form of Exhibit 2.2(a) (each a "Note"
and, collectively, the "Notes"). Each Note shall represent the obligation of the
Borrower to pay the amount of the applicable  Lender's Lender Facility Limit or,
if less, such Lender's Pro Rata Share of the aggregate  unpaid  principal amount
of all  Advances  made to the  Borrower  together  with  interest  thereon.  The
Administrative  Agent shall, and is hereby authorized to, make a notation on the
schedule  attached  to each Note of the date and amount of each  Advance and the
date and amount of the payment of principal thereon.

     (b) The  Administrative  Agent  shall  maintain a loan  account  (the "Loan
Account") on its books to record: all Advances,  all payments made by Borrowers,
and all other debits and credits as provided in this  Agreement  with respect to
the Advances or any other Obligations.  All entries in the Loan Account shall be
made  in  accordance  with  the  Administrative   Agent's  customary  accounting
practices as in effect from time to time.  The balance in the Loan  Account,  as
recorded on the  Administrative  Agent's most recent  printout or other  written
statement,  shall, absent manifest error, be presumptive evidence of the amounts
due and owing to the  Administrative  Agent  and the  Lenders  by the  Borrower;
provided  that any failure to so record or any error in so  recording  shall not
limit or  otherwise  affect  the  Borrower's  duty to pay the  Obligations.  The
Administrative  Agent  shall  render to the  Borrower  a monthly  accounting  of
transactions with respect to the Net Investment setting forth the balance of the
Loan Account as to the Borrower for the immediately  preceding month. Unless the
Borrower  notifies the  Administrative  Agent in writing of any objection to any
such accounting (specifically  describing the basis for such objection),  within
thirty (30) days after the date thereof,  each and every such  accounting  shall
(absent manifest error) be deemed final,  binding and conclusive on the Borrower
in all respects as to all matters reflected therein.  Only those items expressly
objected  to in such  notice  shall be deemed to be  disputed  by the  Borrower.
Notwithstanding  any provision herein contained to the contrary,  any Lender may
elect (which  election may be revoked) to dispense with the issuance of Notes to
that  Lender  and may rely on the Loan  Account  as  evidence  of the  amount of
Obligations from time to time owing to it.

     Section 2.3 Termination or Reduction of the Facility Limit.

     (a) The  Borrower  may at anytime,  upon at least ten (10)  Business  Days'
prior written  irrevocable  notice to the  Administrative  Agent,  terminate the
Facility  Limit by  payment  in full of (i) the Net  Investment  and (ii)  Yield
through the latest  ending  Accrual  Period,  together  with all amounts due and
payable hereunder, including any Breakage Costs. In addition, on such date, as a
condition to the termination of the Facility Limit, all fees, expenses and other
amounts  payable to the  Administrative  Agent,  any Lender or any other  Person
under this Agreement or any other Transaction Document through the latest ending
Accrual Period shall be paid in full.

     (b) The Borrower may,  upon at least ten (10) Business  Days' prior written
irrevocable notice to the Administrative  Agent,  reduce in whole or in part the
unused  portion of the Facility Limit (and each Lender's  Lender  Facility Limit
shall  be  reduced  by its Pro  Rata  Share of the  amount  of such  reduction);
provided, however, that each partial reduction of the Facility Limit shall be in
an  aggregate  amount  equal  to at least  $1,000,000  or an  integral  multiple
thereof.

     Section 2.4 Prepayments.

     (a)  Voluntary  Prepayments.  If any  Seller  repurchases  a portion of the
Collateral  transferred to the Borrower pursuant to the Purchase Agreement,  the
Borrower  may  reduce  that  portion  of  the  Net  Investment  attributable  to
Collateral  being  repurchased  as  described  above;  provided,  that  no  such
repurchase of Collateral or reduction of the Net  Investment  shall be permitted
if (i) after giving effect to the reduction,  the Net Investment is greater than
the lesser of (A) the Maximum Net  Investment and (B) the Facility  Limit,  (ii)
such  repurchase  could have a Material  Adverse  Effect or (iii) a  Termination
Event has occurred or would occur as a result of such  repurchase.  The proceeds
of any NIMS Transaction  shall be applied to reduce each Lender's Pro Rata Share
of the Net Investment.

     (b) Mandatory Prepayments.  Upon discovery by the Administrative Agent, the
Servicer or the Borrower of a breach of any of the  representations,  warranties
or covenants  relating to the Collateral and the servicing thereon (whether made
hereunder,   under  any  other   Transaction   Document  or  under  the  related
Securitization Facility Documents), the party discovering such breach shall give
prompt notice to the others,  Within five (5) Business Days of such notice being
given,  if such breach shall result in the Net Investment  exceeding the Maximum
Net Investment, the Borrower shall make a payment to the Administrative Agent in
respect of the Net  Investment  by  depositing  an amount equal to the Mandatory
Prepayment  Amount in the Collection  Account to be applied  pursuant to Section
2.7(a).

     Section 2.5 Yield.

     The Borrower shall pay Yield to the  Administrative  Agent, for the ratable
benefit of the Lenders in accordance  with the Advances made by each Lender,  in
arrears on each applicable Payment Date, at the applicable Yield Rate.

     Section 2.6 Fees.

     The Borrower  shall pay in accordance  with the Fee Letter such fees as are
described  therein  and any other fees and  expenses as required by the terms of
this Agreement or any other Transaction Document.  The Borrower shall pay all of
the  Structuring  Agent's  out-of-pocket  expenses  related to the  transactions
contemplated hereby.

     Section 2.7 Distributions.

     (a) The Borrower will duly and punctually pay the principal  represented by
and  interest  on the Net  Investment  in  accordance  with  the  terms  of this
Agreement.  Without limiting the foregoing, the Borrower will cause the Servicer
to distribute  all  Collections  received  during the related  Accrual Period on
deposit in the Collection  Account on each Payment Date, in the following  order
of priority:

          (i) FIRST,  to UAC, as Servicer,  an amount equal to any  unreimbursed
     Servicer Advances;

          (ii)  SECOND,  to each  Hedge  Counterparty,  the amount due and owing
     under the related Hedging Agreement;

          (iii) THIRD, to the  Administrative  Agent for payment to each Lender,
     an amount equal to the sum of the following:

               (A) each Lender's Pro Rata Share of the Yield accrued  during the
          related Accrual Period and any past due Yield  (including  interest on
          overdue amounts); and

               (B) each  Lender's pro rata portion  (based upon the ratio of the
          total  amount  of Fees  payable  on  such  Payment  Date  to the  cash
          available to pay such Fees) of accrued and unpaid Fees for the related
          Accrual Period;

          (iv) FOURTH, to the Administrative Agent for payment to each Lender of
     its Pro Rata Share of the Monthly Principal Payment Amount;

          (v) FIFTH, to the Administrative Agent, for payment to each Lender its
     Pro Rata Share of the Required Principal Amount;

          (vi) SIXTH,  (A) prior to the occurrence of the  Termination  Date, to
     the  Reserve  Account,  until  such time as the  amount on  deposit  in the
     Reserve Account is equal to the Required  Reserve  Account Amount;  and (B)
     upon the occurrence of the Termination  Date, the remaining amounts to each
     Lender its Pro Rata Share of such  amount to reduce its  portion of the Net
     Investment until the Net Investment is reduced to zero;

          (vii)  SEVENTH,  to  the  Administrative  Agent  and  each  applicable
     Affected Party and Indemnified Party, all other amounts then due under this
     Agreement to the Administrative  Agent, or the applicable Affected Party or
     Indemnified Party; and

          (viii) EIGHTH, the remaining amounts, if any, to the Borrower.

     (b)  To  the  extent  funds  on  deposit  in  the  Collection  Account  are
insufficient to pay the accrued and unpaid Yield for the related Accrual Period,
on each  Business Day on which an Accrual  Period ends,  UAC, as Servicer  shall
advance such amount (each such advance,  a "Servicer  Advance" and collectively,
the  "Servicer  Advances");  provided,  however,  UAC, as Servicer  shall not be
required to make a Servicer  Advance except to the extent that it reasonably and
in good faith  expects  to be  reimbursed  for such  Servicer  Advance  from the
collections  in the Collection  Account (as determined in its sole  discretion).
UAC shall make a Servicer  Advance on a Payment  Date unless it has notified the
Deal Agent in writing of its  determination not to make such Servicer Advance on
or before the Business Day immediately preceding the applicable Payment Date.

     (c) To the extent that Collections received during a Accrual Period and the
amount of any  Servicer  Advance to be made on the related  Payment Date are not
sufficient to make the distribution on such Payment Date as set forth in Section
2.7(a)(ii),  (iii),  (iv) and (v), the  Administrative  Agent shall  withdraw or
cause to be withdrawn such amount as it determines in its sole  discretion  (the
"Reserve Account  Withdrawal")  from the Reserve Account and deposit such amount
into the Collection Account on such Payment Date.

     Section 2.8 Payments and Computations, Etc.

     (a) Unless otherwise  expressly  provided herein, all amounts to be paid or
deposited in the  Collection  Account or the Reserve  Account by the Borrower or
the Servicer  shall be paid or deposited in accordance  with the terms hereof no
later than the close of business  (Charlotte,  North  Carolina  time) on the day
when due in lawful money of the United States in  immediately  available  funds.
All  computations  of  interest  and all  computations  of Yield and other  fees
hereunder shall be made on the basis of a year of 360 days for the actual number
of days (including the first but excluding the last day) elapsed.  The Borrower,
or the Servicer,  as  applicable,  shall,  to the extent  permitted by law, pay,
pursuant to Section 2.7(a), to the Administrative  Agent interest on all amounts
not paid or deposited when due hereunder at 2% per annum above the Base Rate,

     (b) Whenever any payment hereunder shall be stated to be due on a day other
than a Business Day, such payment shall be made on the next succeeding  Business
Day,  and  such  extension  of time  shall  in  such  case  be  included  in the
computation of payment of Yield,  interest or any fee payable hereunder,  as the
case may be; provided,  however,  that, if such extension would cause payment of
Yield on or Net  Investment on which Yield accrues at the Adjusted LIBOR Rate to
be made in the next  following  month,  such  payment  shall be made on the next
preceding Business Day.

     Section 2.9 Increased Costs; Capital Adequacy; Illegality.

     (a) If either  (i) the  introduction  of, any  change  (including,  without
limitation, any change by way of imposition or increase of reserve requirements)
in, or any change in the  interpretation  of, any law or  regulation or (ii) the
compliance  by a Lender or any Affiliate  thereof  (each of which,  an "Affected
Party")  with  any  guideline  or  request,  from  any  central  bank  or  other
Governmental  Authority  (whether  or not  having  the force of law),  shall (A)
subject an Affected Party to any tax (except for taxes on the overall net income
of  such  Affected  Party),  duty  or  other  charge  with  respect  to the  Net
Investment,  or any right to make  Advances  hereunder,  or on any payment  made
hereunder,  (B)  impose,  modify  or deem  applicable  any  reserve  requirement
(including,  without limitation, any reserve requirement imposed by the Board of
Governors of the Federal Reserve System, but excluding any reserve  requirement,
if any,  included in the  determination  of Yield),  special  deposit or similar
requirement  against  assets  of,  deposits  with or for the amount o~ or credit
extended by, any Affected Party with respect to the Net Investment or (C) impose
any other condition  affecting a Lender's rights hereunder,  the result of which
is to increase the cost to any Affected Party or to reduce the amount of any sum
received or receivable by an Affected Party under this Agreement, then following
delivery of written  certification  by such Affected  Party to the Borrower such
amount shall be paid to such Affected Party in accordance with the provisions of
Section 2.7(a).

     (b)  If  either  (i)  the  introduction  of or  any  change  in  or in  the
interpretation of any law, guideline, rule, regulation,  directive or request or
(ii) compliance by any Affected Party with any law, guideline, rule, regulation,
directive  or request  from any  central  bank or other  Governmental  Authority
(whether  or not  having  the  force of  law),  including,  without  limitation,
compliance by an Affected Party with any request or directive  regarding capital
adequacy,  has or would  have the effect of  reducing  the rate of return on the
capital of any Affected Party as a consequence of its  obligations  hereunder or
arising in  connection  herewith to a level  below that which any such  Affected
Party  could  have  achieved  but for such  introduction,  change or  compliance
(taking into  consideration  the policies of such Affected Party with respect to
capital  adequacy) by an amount  deemed by such  Affected  Party to be material,
then following  delivery of written  certification by such Affected Party to the
Borrower such amount shall be paid to such Affected Party in accordance with the
provisions of Section 2.7(a).

     (c) If a Lender  shall  notify the  Administrative  Agent that a Eurodollar
Disruption  Event as described in clause (i) of the  definition  of  "Eurodollar
Disruption Event" has occurred, the Administrative Agent shall in turn so notify
the Borrower,  whereupon the Net Investment in respect of which interest accrues
at the Adjusted LIBOR Rate shall immediately accrue at the Base Rate.

     Section 2.10 Taxes.

     (a) All payments  made by the Borrower  under this  Agreement  will be made
free and clear of and without  deduction or withholding for or on account of any
Taxes.  If any Taxes are required to be withheld from any amounts payable to the
Administrative  Agent or any  Affected  Party,  then the amount  payable to such
Person will be increased  (such  increase,  the  "Additional  Amount") such that
every net payment made under this Agreement after  withholding for or on account
of any Taxes (including,  without limitation, any Taxes on such increase) is not
less  than the  amount  that  would  have  been  paid had no such  deduction  or
withholding  been  deducted  or  withheld.   The  foregoing  obligation  to  pay
Additional  Amounts,  however,  will not apply  with  respect  to net  income or
franchise  taxes  imposed  on a  Affected  Party  or the  Administrative  Agent,
respectively, with respect to payments required to be made by the Borrower under
this  Agreement,  by a taxing  jurisdiction  in which such Affected Party or the
Administrative  Agent is organized,  conducts  business or is paying taxes as of
the Closing Date (as the case may be).

     (b) The Borrower will  indemnify each Affected Party for the full amount of
Taxes payable by such Person in addition to Additional Amounts and any liability
(including  penalties,  interest and expenses) arising therefrom or with respect
thereto.  All payments in respect of this  indemnification  shall be paid to the
Affected Party in accordance with the provisions of Section 2.7(a).

     (c) Within  thirty (30) days after the date of any payment by the  Borrower
of any  Taxes  in  connection  with a  deduction  or  withholding  described  in
subsection (a) above, the Borrower will furnish to the Administrative  Agent, at
its address set forth under its name on the signature pages hereof,  appropriate
evidence of payment thereof.

     (d) If a Lender is not  created or  organized  under the laws of the United
States or a political  subdivision  thereof,  such Lender  shall  deliver to the
Borrower,  with a copy to the Administrative Agent, (i) within fifteen (15) days
after the date  hereof,  or, if such Lender  becomes a Lender  after the Closing
Date, the date on which such Lender becomes a Lender hereunder, two (2) (or such
other  number as may from time to time be  prescribed  by  Applicable  Law) duly
completed  copies of IRS Form W-8BEN or Form W-8ECI (or any  successor  forms or
other  certificates  or statements that may be required from time to time by the
relevant United States taxing authorities or Applicable Law), as appropriate, to
permit the Borrower to make  payments  hereunder for the account of such Lender,
as the ease may be,  without  deduction or  withholding of United States federal
income  or  similar  Taxes  and (ii)  upon  the  obsolescence  of or  after  the
occurrence  of any  event  requiring  a  change  in,  any  form  or  certificate
previously  delivered pursuant to this Section 2.10(d),  copies (in such numbers
as may from time to time be prescribed by  Applicable  Law) of such  additional,
amended or successor forms,  certificates or statements as may be required under
Applicable Law to permit the Borrower to make payments hereunder for the account
of such Lender, without deduction or withholding of United States federal income
or similar Taxes.

     (e)  Without  prejudice  to the  survival  of any  other  agreement  of the
Borrower hereunder,  the agreements and obligations of the Borrower contained in
this Section 2.10 shall survive the termination of this Agreement.

     Section 2.11 Special Amortization of Wachovia Bank's Net Investment.

     (a) In addition to its right to receive its Pro Rata Share of all  payments
in  reduction of its portion of the Net  Investment,  from and after the Initial
Funding  Date,   Wachovia  Bank  shall  have  the  exclusive  right  to  receive
additional,  non-pro-rata  payments  in  reduction  of its  portion  of the  Net
Investment  in amounts  from time to time equal to the Excess  Nonsecuritization
Proceeds to the extent and as provided  for in  subsection  (b) of this  Section
2.11. All payments to Wachovia Bank of Excess  Nonsecuritization  Proceeds shall
be the sole property of Wachovia Bank and shall not be subject to the provisions
of this Agreement  regarding  sharing of payments  among the Lenders,  including
without limitation Section 10.7.

     (b) From and after the Initial  Funding Date, any Excess  Nonsecuritization
Proceeds paid by the Borrower to Wachovia Bank shall be applied by Wachovia Bank
to reduce Wachovia Bank's portion of the Net Investment until such time that its
portion of the Net Investment is $26,400,000 (the "Wachovia  Amortized  Limit").
Any payment  made to Wachovia  Bank  pursuant to this Section 2.11 shall be made
directly to an account  specified by Wachovia  Bank,  in  immediately  available
funds.  From and  after the date on which  Wachovia  Bank's  portion  of the Net
Investment  is  reduced to or below the  Wachovia  Amortized  Limit,  no further
amounts shall be paid to Wachovia Bank pursuant to this Section 2.11.

     Section 2.12 Clean Up Call in Securitization Facilities.

     If any  Securitization  Facility  becomes  subject to a clean up call, upon
payment by the Borrower by wire transfer in immediately  available  funds to the
Collection Account of an amount equal to the Clean Up Call Amount, to be applied
pursuant  to  Section  2.7(a),   the  Residual   Certificate   related  to  such
Securitization  Facility shall be deemed released from the security  interest of
the Administrative Agent on behalf of the Secured Parties.

                                  Article III.

                             Conditions to Advances

     Section 3.1 Conditions Precedent to Closing Date.

     The following conditions shall, in the opinion of the Administrative Agent,
be satisfied on or before the Closing Date:

     (a) [Reserved].

     (b) The  Administrative  Agent  shall have  received an opinion in form and
substance satisfactory to the Administrative Agent, dated the Closing Date, from
Barnes & Thornburg, special counsel for the Borrower, to the effect that:

          (i) The  Borrower in an entity duly  organized,  existing  and in good
     standing under the laws of the State of its  incorporation  or formation as
     applicable,  with  corporate  power and authority to own its properties and
     conduct its business as currently conducted;  and the Borrower is qualified
     to  do  business  as  a  foreign  corporation  in  good  standing  in  each
     jurisdiction where such qualification is required;

          (ii) Each of the  Transaction  Documents  executed  on or  before  the
     Closing Date to which it is a party has been duly authorized,  executed and
     delivered by the Borrower and is a valid and binding agreement, enforceable
     against the Borrower in accordance with its respective terms, except to the
     extent  that  enforcement   thereof  may  be  limited  by  (A)  bankruptcy,
     insolvency,  reorganization,  moratorium  or  other  similar  laws  now  or
     hereafter in effect relating to creditors' rights generally and (B) general
     principles of equity (regardless of whether enforceability is considered in
     a proceeding at law or in equity);

          (iii) No authorization, approval, consent or order of, or filing with,
     any  court  or  Governmental  Authority  is  required  by the  Borrower  in
     connection with the  consummation of the  transactions  contemplated in the
     Transaction Documents, except such as have been obtained;

          (iv) Such counsel knows of no actions,  proceedings or  investigations
     pending before any court or Governmental Authority against the Borrower (A)
     asserting the invalidity of any of the Transaction Documents to which it is
     a party,  (B) seeking to prevent the consummation by the Borrower of any of
     the  transactions  contemplated by the  Transaction  Documents or (C) which
     might  materially and adversely  affect the  performance by the Borrower of
     its obligations under the Transaction Documents; and

          (v) The Borrower is not required to be  registered  as an  "investment
     company" under the Investment Company Act of 1940, as amended.

     (c) The  Administrative  Agent shall have received  certificates of each of
the  Borrower and the  Servicer,  dated the Closing  Date,  stating that (i) its
representations  and  warranties  made  herein  and  in  the  other  Transaction
Documents  executed on or before the Closing Date are true and correct as of the
Closing  Date,  and (ii) it has complied with all  agreements  and satisfied all
conditions  to be satisfied on its part  pursuant to the  Transaction  Documents
executed on or prior to the Closing Date.

     (d) Each party shall have  performed and complied with all  agreements  and
conditions  contained herein and all other Transaction  Documents executed on or
before the Closing Date which are  required to be performed or complied  with by
such party on or before the Closing Date.

     (e) This Agreement and all other Transaction Documents to be executed on or
before the Closing Date shall have been duly authorized,  executed and delivered
by the  respective  parties  thereto,  shall be in full  force and effect on the
Closing  Date  and  shall  be  in  form  and  substance   satisfactory   to  the
Administrative Agent.

     (f) The  Administrative  Agent shall have received on or before the Closing
Date, the following, in each case in form and substance satisfactory to it:

          (i) a copy of the  resolutions  and  Organizational  Documents  of the
     Borrower,  certified  by an  Authorized  Officer of the  Borrower as of the
     Closing Date, duly  authorizing the execution,  delivery and performance by
     the Borrower of the  documents  executed by or on behalf of the Borrower in
     connection with the transactions contemplated by the Transaction Documents;
     and an incumbency  certificate  of the Borrower as to the person or persons
     executing and delivering each such document;

          (ii) a copy of the resolutions and the Organizational Documents of the
     Servicer  certified  by an  Authorized  Officer of the  Servicer  as of the
     Closing Date, duly  authorizing the execution,  performance and delivery by
     the Servicer of this  Agreement and any other  documents  executed by or on
     behalf of the Servicer in connection with the transactions  contemplated by
     the Transaction Documents; and an incumbency certificate of the Servicer as
     to the person or persons executing or delivery each such document;

          (iii) a copy of an officially  certified  document dated not more than
     thirty (30) days prior to the Closing Date  evidencing good standing of the
     Borrower; and

          (iv) such other  documents  and evidence  with respect to the Borrower
     and the Servicer as the Administrative Agent may request.

     (g) No  fact  or  condition  shall  exist  as of  the  Closing  Date  under
Applicable Law which in the Administrative Agent's reasonable opinion would make
it  unlawful  for the  Borrower  or the  Servicer  to perform  their  respective
obligations under this Agreement.

     (h) The Servicer shall certify to the Administrative Agent that no Servicer
Event or Default  Event (other than under Trust 2000-C and Trust  2001-B)  shall
have occurred on or prior to the Closing Date.

     (i) As of the  Closing  Date,  no  action  or  proceeding  shall  have been
instituted nor shall any governmental  action be threatened  before any court or
Governmental  Authority nor shall any order, judgment or decree have been issued
or proposed to be issued by any court or  Governmental  Authority  to set aside,
restrain,  enjoin or prevent the  performance  of this  Agreement  or any of the
other agreements or the transactions contemplated hereby.

     (j) [Reserved].

     (k) There has been no material  adverse change in the condition  (financial
or otherwise),  business operations,  results of operations or properties of the
Servicer or the Borrower since December 31, 2001.

     (l) The Fee  Letter,  duly  executed  by the  parties  thereto  in form and
substance  satisfactory  to the Deal Agent shall have been delivered to the Deal
Agent and the Administrative Agent on or before the Closing Date.

     (m) The  Reserve  Account  and  the  Collection  Account  shall  have  been
established at Wachovia Bank on or before the Closing Date.

     (n) [Reserved].

     (o) The  Administrative  Agent  shall,  as of the  Closing  Date  have been
furnished with such other  documents and opinions  (including  executed  copies,
addressed to it or otherwise  expressly allowing it to rely on such documents or
opinions)  delivered to any other person in connection  with this  Agreement and
the  transactions  contemplated  hereby as it may  reasonably  require,  and all
documents and opinions as well as actions and proceedings  taken by the Borrower
in connection with the transaction  contemplated herein shall be satisfactory in
form and substance to the Administrative Agent and its counsel.

     Section 3.2 Conditions Precedent to Initial Advance.

     The  obligations  of the Lenders  under this  Agreement to make the initial
Advance are subject to satisfaction of the following conditions on or before the
Initial Funding Date:

     (a) The  Administrative  Agent shall have  received  an opinion,  dated the
Initial  Funding Date, of Barnes & Thornburg,  special counsel to the Seller and
the  Borrower,  as to "true  sale" of the  Collateral  from  the  Seller  to the
Borrower under the  Bankruptcy  Code in form and substance  satisfactory  to the
Administrative Agent.

     (b) The  Administrative  Agent  shall have  received an opinion in form and
substance  satisfactory to the  Administrative  Agent, dated the Initial Funding
Date, from Barnes & Thornburg,  special counsel for the Borrower,  to the effect
that:

          (i) The  Borrower is an entity duly  organized,  existing  and in good
     standing under the laws of the State of its  incorporation  or formation as
     applicable,  with  corporate  power and authority to own its properties and
     conduct its  business as  currently  conducted;  and it is  qualified to do
     business as a foreign  corporation  in good  standing in each  jurisdiction
     where such qualification is required;

          (ii) Each of the Transaction Documents to which it is a party has been
     duly authorized,  executed and delivered by the Borrower and is a valid and
     binding agreement,  enforceable against the Borrower in accordance with its
     respective  terms,  except to the extent  that  enforcement  thereof may be
     limited by (A) bankruptcy, insolvency, reorganization,  moratorium or other
     similar  laws now or  hereafter  in effect  relating to  creditors'  rights
     generally  and (B)  general  principles  of equity  (regardless  of whether
     enforceability is considered in a proceeding at law or in equity);

          (iii) The  pledge of the  Collateral  pledged by the  Borrower  to the
     Administrative   Agent,  for  the  benefit  of  the  Secured  Parties,  the
     compliance  by the Borrower with all of the  provisions of the  Transaction
     Documents  and the  consummation  of the  transactions  therein  or  herein
     contemplated will not (A) conflict with or result in a breach of any of the
     terms or  provisions  of, or  constitute  a  default  under,  any  security
     agreement,  mortgage,  deed of trust,  loan agreement or other agreement or
     instrument  known to such  counsel to which the  Borrower  is a party or by
     which the  Borrower  is bound or to which any of the  property or assets of
     the Borrower is subject,  (B) result in any violation of the  provisions of
     any order  known to such  counsel  of any court or  Governmental  Authority
     having  jurisdiction  over the  Borrower  or any of its  properties  or (C)
     result in any violation of the provisions of the Organization  Documents of
     the Borrower or any Applicable Law;

          (iv) Confirming that no authorization,  approval, consent or order of,
     or filing  with,  any court or  Governmental  Authority  is required by the
     Borrower  in  connection  with  the   consummation   of  the   transactions
     contemplated  in the  Transaction  Documents,  except  such  as  have  been
     obtained;

          (v) Confirming  that such counsel knows of no actions,  proceedings or
     investigations  pending before any court or Governmental  Authority against
     the  Borrower  (A)  asserting  the  invalidity  of any  of the  Transaction
     Documents to which it is a party,  (B) seeking to prevent the  consummation
     by the Borrower of any of the transactions  contemplated by the Transaction
     Documents  or  (C)  which  might   materially  and  adversely   affect  the
     performance  by the  Borrower  of its  obligations  under  the  Transaction
     Documents;

          (vi) The provisions of the Security  Agreement are effective to create
     a valid security interest in the Collateral in favor of the  Administrative
     Agent, for the benefit of the Secured Parties,  and such security  interest
     is  perfected  and prior to all other  creditors of and  purchasers  of the
     Borrower; and

          (vii) Confirming that the Borrower is not required to be registered as
     an  investment  company"  under  the  Investment  Company  Act of 1940,  as
     amended.

     (c) The  Administrative  Agent  shall have  received an opinion in form and
substance  satisfactory to the  Administrative  Agent, dated the Initial Funding
Date, from Barnes & Thornburg, counsel to the Seller, to the effect that:

          (i) Each  Seller is an entity  duly  organized,  existing  and in good
     standing under the laws of the State of its  incorporation  or formation as
     applicable,  with  corporate  power and authority to own its properties and
     conduct its business as currently  conducted;  and each Seller is qualified
     to  do  business  as  a  foreign  corporation  in  good  standing  in  each
     jurisdiction where such qualification is required;

          (ii)  Each  Seller  has  or  had at all  relevant  times  full  power,
     authority and legal right to exercise,  deliver and perform its obligations
     under each  Transaction  Document to which it is a party; and has or had at
     all relevant  times full power,  authority and legal right to acquire,  own
     and transfer the Collateral and the other property pursuant to the Purchase
     Agreement;

          (iii) The Purchase  Agreement has been duly  authorized,  executed and
     delivered by each Seller and is a valid and binding agreement,  enforceable
     against such Seller in accordance with its terms, except to the extent that
     enforcement   thereof  may  be  limited  by  (A)  bankruptcy,   insolvency,
     reorganization, moratorium or other similar laws now or hereafter in effect
     relating to  creditors'  rights  generally  and (B) general  principles  of
     equity (regardless of whether  enforcement is considered in a proceeding in
     equity or at law);

          (iv) The transfer of the Collateral and the other property transferred
     by each Seller to the  Borrower  pursuant to the  Purchase  Agreement,  the
     compliance  by each Seller with all of the  provisions  of the  Transaction
     Documents  and the  consummation  of the  transactions  therein  or  herein
     contemplated will not (A) conflict with or result in a breach of any of the
     terms or  provisions  of, or  constitute  a  default  under,  any  security
     agreement,  mortgage,  deed of trust,  loan agreement or other agreement or
     instrument known to such counsel to which any Seller is a party or by which
     any Seller is bound or to which any of the property or assets of any Seller
     is subject,  (B) result in any  violation  of the  provisions  of any order
     known  to such  counsel  of any  court  or  Governmental  Authority  having
     jurisdiction  over any Seller or any of its properties or (C) result in any
     violation  of the  provisions  of the articles of  incorporation,  by-laws,
     certificate of formation,  operating agreement or partnership  agreement as
     applicable, of any Seller or any statute or any Applicable Law;

          (v) No authorization,  approval,  consent or order of, or filing with,
     any court or Governmental Authority is required by any Seller in connection
     with the consummation of the  transactions  contemplated in the Transaction
     Documents, except such as have been obtained;

          (vi) Such counsel knows of no actions,  proceedings or  investigations
     pending before any court or Governmental  Authority  against any Seller (A)
     asserting  the  invalidity  of the  Transaction  Documents to which it is a
     party,  (B) seeking to prevent the consummation by any Seller of any of the
     transactions  contemplated by the Transaction  Documents or (C) which might
     materially  and  adversely  affect  the  performance  by any  Seller of its
     obligations under the Transaction Documents; and

          (vii) The provisions of the Purchase Agreement are effective to create
     a valid  security  interest in the  Collateral in favor of the Borrower and
     such security interest is perfected and prior to all other creditors of and
     purchasers of any Seller.

     (d) The  Administrative  Agent shall have received  certificates of each of
the  Borrower,  the Seller and the  Servicer,  dated the Initial  Funding  Date,
stating that (i) its representations and warranties made herein and in the other
Transaction  Documents are true and correct as of the Initial  Funding Date, and
(ii) it has complied with all  agreements  and  satisfied  all  conditions to be
satisfied on its part pursuant to the  Transaction  Documents on or prior to the
Initial Funding Date.

     (e) Each party shall have  performed and complied with all  agreements  and
conditions contained herein, in the Security Agreement and all other Transaction
Documents  which are required to be performed or complied  with by such party on
or before the Initial Funding Date.

     (f) This Agreement,  the Purchase Agreement, the Security Agreement and all
other  Transaction  Documents  shall  have been duly  authorized,  executed  and
delivered by the respective  parties thereto,  shall be in full force and effect
on the Initial  Funding Date and shall be in form and substance  satisfactory to
the Administrative Agent.

     (g) The  Administrative  Agent shall have received on or before the Initial
Funding Date, the following,  in each case in form and substance satisfactory to
it:

          (i) a copy of the resolutions and the Organizational Documents of each
     Seller certified by an Authorized  Officer of each Seller as of the Initial
     Funding Date, duly  authorizing the execution,  performance and delivery by
     each Seller of the Purchase  Agreement and any other documents  executed by
     or  on  behalf  of  such  Seller  in  connection   with  the   transactions
     contemplated by the Transaction Documents; and an incumbency certificate of
     each Seller as to the person or persons  executing  or  delivery  each such
     document;

          (ii) certified  completed copies of requests for information or copies
     (or a  similar  search  report  certified  by a  party  acceptable  to  the
     Administrative  Agent),  dated not more than  thirty (30) days prior to the
     Initial Funding Date, listing all effective financing  statements that name
     the   Borrower  or  any  Seller  as  debtor  and  that  are  filed  in  the
     jurisdictions in which the financing  statements described in clause (i) of
     this  Section  3.2 were  filed,  together  with  copies  of such  financing
     statements, and similar search reports with respect to federal tax liens in
     all  appropriate  jurisdictions  (none of which,  other than the  financing
     statements in Section 3.2(i), shall cover any of the Collateral);

          (iii) a copy of an officially  certified  document dated not more than
     thirty (30) days prior to the Initial Funding Date evidencing good standing
     of each of the Borrower, the Servicer and the Seller; and

          (iv) such other  documents  and evidence with respect to the Borrower,
     any Seller and the Servicer as the Administrative Agent may request.

     (h) No fact or condition  shall exist as of the Initial  Funding Date under
Applicable Law which in the Administrative Agent's reasonable opinion would make
it  unlawful  for the  Borrower or any of the other  parties  thereto to perform
their respective obligations under this Agreement,  the Security Agreement,  the
Purchase Agreement or any other Transaction Document.

     (i) On or prior to the Initial  Funding Date,  the Borrower and each Seller
shall have filed any financing statements,  termination statements or amendments
thereto,  wherever necessary or advisable, in order to perfect the transfers and
assignments  of the  Collateral  to the  Borrower  and the grant of the security
interest  therein  to  the   Administrative   Agent  and  shall  have  delivered
file-stamped copies of such financing statements or other evidence of the filing
thereof to the Administrative Agent.

     (j) All taxes and fees due in  connection  with the filing of the financing
statements referred to in clause (i) of this Section 3.2 shall have been paid in
full or duly provided for.

     (k) Each Seller and the Servicer shall certify to the Administrative  Agent
that no Servicer  Event or Default  Event shall have occurred on or prior to the
Initial Funding Date.

     (1) As of the Initial Funding Date, no action or proceeding shall have been
instituted nor shall any governmental  action be threatened  before any court or
Governmental  Authority nor shall any order, judgment or decree have been issued
or proposed to be issued by any court or  Governmental  Authority  to set aside,
restrain,  enjoin or prevent the performance of this Agreement,  any Transaction
Document or any of the other agreements or the transactions contemplated hereby.

     (m) There has been no material adverse change (excluding adverse changes in
the underlying loans, contracts or receivables in the Securitization Facilities)
in the  condition  (financial or  otherwise),  business  operations,  results of
operations or properties of any Seller or the Borrower since the Closing Date.

     (n) On or prior to the  Initial  Funding  Date,  the  Borrower  shall  have
provided  evidence  satisfactory  to  the  Administrative  Agent  that  UAC  has
extinguished  by  payment  in  full,  or  will  extinguish  by  payment  in full
simultaneously  with the  initial  Advance,  all of its senior and  subordinated
corporate debt that matures on or before May 30, 2003.

     (o) The Required  Reserve  Account  Amount shall have been deposited in the
Reserve Account on or before the Initial Funding Date.

     (p) The  Hedge  Requirements  set  forth in  Section  6.3  shall  have been
satisfied on or before the Initial Funding Date.

     (q) On or prior to the  Initial  Funding  Date,  the  Borrower  shall  have
provided evidence  satisfactory to the Administrative Agent that the Borrower is
the owner of the PSC Assets,  the UAFC-2 Assets and any and all rights (but none
of the obligations) related thereto.

     (r) The  Administrative  Agent  shall have  received  an opinion  dated the
Initial  Funding Date, of Barnes & Thornburg,  special counsel to PSC and UAFC-2
as to "true sale" or other  absolute  assignment  of the PSC Assets  directly or
indirectly from PSC to the Borrower and the UAFC-2 Assets directly or indirectly
from  UAFC-2  to  the  Borrower  in  form  and  substance  satisfactory  to  the
Administrative Agent.

     (s) The  Administrative  Agent  shall have  received  an opinion  dated the
Initial Funding Date, of Barnes Thornburg,  special counsel to the Borrower, PSC
and UAFC-2,  to the effect that a valid security  interest in the PSC Assets and
the  UAFC-2  Assets  has been  created  in favor of the  Borrower  and that such
security  interest  is  perfected  and  prior  to  all  other  creditors  of and
purchasers of PSC and UAFC-2, respectively.

     (t) The  Performance  Undertaking,  duly executed by the parties thereto in
form and substance  satisfactory  to the Deal Agent shall have been delivered to
the Deal Agent and the  Administrative  Agent on or before the  Initial  Funding
Date.

     (u) The Borrower and UAC shall have taken the necessary  action  including,
without, limitation,  filed any financing statements,  termination statements or
amendments  thereto,  wherever  necessary or advisable,  in order to perfect the
grant of the security interest in the Modified Contracts to the Borrower and the
grant therein to the Administrative Agent and shall have delivered  file-stamped
copies of such  financing  statements or other evidence of the filing thereof to
the Administrative Agent.

     (v) The  Administrative  Agent  shall have  received  an opinion  dated the
Initial  Funding  Date,  of Barnes & Thornburg,  special  counsel to UAC, to the
effect that (i) a valid  security  interest in the Modified  Contracts  has been
created in favor of the  Borrower and that such  security  interest is perfected
and  prior to all  other  creditors  of and  purchasers  of UAC and (ii) a valid
security  interest in the  Modified  Contracts  has been created in favor of the
Administrative  Agent and that such security  interest is perfected and prior to
all other  creditors of and  purchasers  of  Borrower,  in each case in form and
substance satisfactory to the Administrative Agent.

     (w) The  Administrative  Agent  shall have  received  an opinion  dated the
Initial  Funding  Date, of Barnes & Thornburg,  special  counsel to the Servicer
regarding  due  authorization,  execution,  delivery,  enforceability  and other
corporate matters and such other matters as the Administrative Agent may request
in form and substance satisfactory to the Administrative Agent.

     (x) The  Administrative  Agent shall,  as of the Initial Funding Date, have
been  furnished  with such other  documents  and  opinions  (including  executed
copies,  addressed to it or otherwise  expressly  allowing it to rely thereon of
such  documents or opinions)  delivered to any other person in  connection  with
this  Agreement and the  transactions  contemplated  hereby as it may reasonably
require, and all documents and opinions as well as actions and proceedings taken
by the Borrower in connection with the transaction  contemplated herein shall be
satisfactory in form and substance to the Administrative Agent and its counsel.

     (y) On the Initial  Funding Date, the Cash Flow Ratio shall equal or exceed
70%.

     (z) The  Administrative  Agent shall have  received  an opinion,  dated the
Initial  Funding Date, of Barnes & Thornburg,  special counsel to the Seller and
the Borrower,  as to  substantive  nonconsolidation  issues under the Bankruptcy
Code in form and substance satisfactory to the Administrative Agent.

     Section 3.3 Conditions Precedent to Each Advance.

     The  obligations  of any Lender to make  Advances  (including  the  initial
Advance) are subject to the accuracy of the  representations  and  warranties on
the part of the Borrower  contained  herein,  in the Security  Agreement and the
other Transaction  Documents and to the satisfaction of the following additional
conditions on the date of each such Advance (each such date, a "Funding Date").

     (a) On or  before  the  related  Funding  Date,  the  Borrower  shall  have
certified in the related Funding Request that:

          (i) no event has occurred,  or would result from such Advances,  which
     constitutes or, which, with the passage of time or the giving of notice, or
     both could become a Termination Event;

          (ii) no event has occurred,  or would result from such Advance,  which
     constitutes or, which, with the passage of time or the giving of notice, or
     both could become an Overcollateralization Increase Event;

          (iii) the  representations  and  warranties  of the Borrower set forth
     herein,  in the Security  Agreement and the Transaction  Documents are true
     and correct as though made on and as of such date; and

          (iv) the  Borrower is in  compliance  with each of its  covenants  set
     forth herein,  in the Security  Agreement and each of the other Transaction
     Documents.

     (b) Before and after giving  effect to such Advance and to the  application
of proceeds therefrom,  the Net Investment does not exceed the lesser of (i) the
Facility Limit and (ii) the Maximum Net Investment.

     (c) The  amount  on  deposit  in the  Reserve  Account  on the date of such
Advance is equal to the Required Reserve Account Amount.

     (d) The Borrower  shall have  delivered  (or caused to be delivered) to the
Administrative Agent the most recently required Monthly Report.

     (e) On the related  Funding  Date,  the  Servicer  shall have  certified in
writing to the Deal Agent and the Administrative Agent that no Servicer Event of
Default has occurred and no event has occurred  which,  with the passage of time
or the giving of notice, or both could become a Servicer Event of Default.

     (f) Each party shall have  performed and complied with all  agreements  and
conditions contained herein, in the Security Agreement and all other Transaction
Documents  which are required to be performed or complied  with by such party on
or before such Funding Date.

     (g) This Agreement,  the Purchase Agreement, the Security Agreement and all
other  Transaction  Documents  shall be in full force and effect on such Funding
Date and in form and substance satisfactory to the Administrative Agent.

     (h) No  fact  or  condition  shall  exist  as of such  Funding  Date  under
Applicable Law which in the Administrative Agent's reasonable opinion would make
it  unlawful  for the  Borrower or any of the other  parties  thereto to perform
their respective obligations under this Agreement,  the Security Agreement,  the
Purchase Agreement or any other Transaction Document.

     (i) For any  Funding  Date other than the  Initial  Funding  Date,  if such
Advance relates to any Collateral that became  Collateral  after the date of the
most recent prior Funding Date,  each of the  Additional  Collateral  Conditions
shall,  in the opinion of the  Administrative  Agent,  have been satisfied on or
before such Funding Date.

     (j) As of such  Funding  Date,  no action  or  proceeding  shall  have been
instituted nor shall any governmental  action be threatened  before any court or
Governmental  Authority nor shall any order, judgment or decree have been issued
or proposed to be issued by any court or  Governmental  Authority  to set aside,
restrain,  enjoin or prevent the  performance  of this  Agreement  or any of the
other agreements or the transactions contemplated hereby.

                                   Article IV

                       Collection Account; Reserve Account

     Section 4.1 Collection Account.

     (a) The  Administrative  Agent shall  establish and maintain in the name of
the  Administrative  Agent,  for the  benefit  of the  Secured  Parties as their
interests may appear from time to time, an Eligible  Deposit Account of the type
described in clause (i) of the definition  thereof,  which shall be known as the
collection  account (the "Collection  Account"),  bearing a designation  clearly
indicating  that the funds  deposited  therein  are held for the  benefit of the
Secured Parties.

     (b) From and after the Initial  Funding Date,  the Borrower  shall or shall
have   arranged  for  each  Seller  to  require  the  trustee  of  each  of  the
Securitization  Facilities  to  remit  any  payments  due  to  the  Borrower  in
connection  with the portion of the  Collateral  related to such  Securitization
Facility  directly  to the  Collection  Account.  The  Borrower  shall cause all
payments  received  under or pursuant to any Hedge  Transaction  to be deposited
directly to the Collection Account. Amounts on deposit in the Collection Account
shall be applied on each Payment Date pursuant to Section 2.7.

     (c) The  Collection  Account shall be  established  with Wachovia Bank. All
amounts held in such account shall, to the extent  permitted by applicable laws,
rules and regulations,  be invested at the written direction of the Borrower, by
the bank or  trust  company  maintaining  the  Collection  Account  in  Eligible
Investments that will mature on the Business Day immediately  preceding the next
Payment Date.  Should the  Collection  Account no longer be an Eligible  Deposit
Account,  then the Administrative  Agent shall within ten (10) Business Days (or
such longer  period,  not to exceed thirty (30)  calendar  days, as to which the
Required Lenders shall consent),  with such bank's or trust company's assistance
as  necessary,  cause  the  Collection  Account  to be  moved to a bank or trust
company such that the Collection Account will be an Eligible Deposit Account.

     Section 4.2 Reserve Account.

     (a) UAC,  as  Servicer  shall  establish  and  maintain  in the name of the
Administrative  Agent,  for the  ratable  benefit  of the  Secured  Parties,  an
Eligible  Deposit Account known as the reserve account (the "Reserve  Account"),
bearing a designation  clearly  indicating that the funds deposited  therein are
held for the benefit of the Secured  Parties.  Except as  otherwise  provided in
this  Agreement,  the  Administrative  Agent shall possess all right,  title and
interest in all funds on deposit from time to time in the Reserve Account and in
all proceeds thereof.

     (b) If on any Payment Date, prior to the occurrence of a Termination Event,
after giving effect to any Reserve Account Withdrawals, the amount on deposit in
the Reserve  Account  would exceed the Required  Reserve  Account  Amount,  such
excess shall be released to the Borrower.  Upon the  occurrence of a Termination
Event,  all amounts on deposit in the Reserve  Account may, at the  direction of
the Required Lenders,  be applied by the Administrative  Agent to reduce the Net
Investment.  Upon the indefeasible  payment in full in cash of all amounts owing
under this Agreement and any other Transaction Document,  all amounts on deposit
in the Reserve Account shall be released to the Borrower.

     (c) The Reserve  Account  shall be  established  with  Wachovia  Bank.  All
amounts held in such account shall, to the extent  permitted by applicable laws,
rules  and   regulations,   be  invested  at  the  written   direction   of  the
Administrative Agent (or if the Administrative Agent shall so advise in writing,
the Borrower),  by the bank or trust company  maintaining the Reserve Account in
Eligible Investments that will mature on the Business Day immediately  preceding
the next  Payment  Date.  Should the  Reserve  Account no longer be an  Eligible
Deposit Account,  then the  Administrative  Agent shall within ten (10) Business
Days (or such longer  period,  not to exceed  thirty (30)  calendar  days, as to
which the Required  Lenders shall consent),  with such bank's or trust company's
assistance  as  necessary,  cause the  Reserve  Account to be moved to a bank or
trust company such that the Reserve Account will be an Eligible Deposit Account.

                                    Article V

                 Representations and Warranties of the Borrower

     Section 5.1 Representations and Warranties of the Borrower.

     The  Borrower  represents  and warrants as of the date hereof and as of the
date of each Advance as follows:

     (a)  Organization  and  Good  Standing.  The  Borrower's   jurisdiction  of
organization  is correctly set forth in the preamble to this  Agreement and such
jurisdiction  is its  sole  jurisdiction  of  organization.  The  Borrower  is a
"registered  organization" as defined in the UCC in effect in such jurisdiction.
The  Borrower is validly  existing  and in good  standing  under the laws of its
jurisdiction of organization and no other  jurisdiction,  and such  jurisdiction
must maintain a public record showing the  organization  to have been organized.
The  Borrower has full  corporate  power,  authority  and legal right to own its
properties and conduct its business as such  properties are presently  owned and
such business is presently  conducted,  and to execute,  deliver and perform its
obligations under this Agreement and each other Transaction Document.

     (b) Due qualification. The Borrower is duly qualified to do business and is
in good standing as a foreign entity,  and has obtained all necessary  licenses,
authorizations, consents and approvals, in each jurisdiction in which failure to
so qualify or to obtain such  licenses,  authorizations,  consents and approvals
would have a Material Adverse Effect on the conduct of the Borrower's business.

     (c) Due  Authorization.  The execution and delivery by the Borrower of this
Agreement and each other  Transaction  Document to which it is a party,  and the
performance  of its  obligations  hereunder  and  thereunder  and its use of the
proceeds  of  Advances  made  hereunder,  are  within  its  corporate  power and
authority and have been duly  authorized by all necessary  corporate  actions on
its part.

     (d) No Conflict.  The execution and delivery of this Agreement,  each other
Transaction  Document  to  which  it is a  party  and  the  performance  of  its
obligations  hereunder  and  thereunder  do not  contravene  or violate  (i) its
certificate  or articles of  incorporation  or  by-laws,  (ii) any law,  rule or
regulation  applicable  to it,  (iii)  any  restrictions  under  any  agreement,
contract, material indenture,  mortgage, deed of trust or instrument to which it
is a party or by which any of its  property is bound,  or (iv) any order,  writ,
judgment,  award,  injunction  or  decree  binding  on or  affecting  it or  its
property,  and do not result in the creation or  imposition of any Lien upon any
of its properties (except as created pursuant to the Transaction Documents).

     (e) No Proceedings.  There are no proceedings or investigations  pending or
threatened, before any court, regulatory body, administrative agency, arbitrator
or other tribunal or Governmental Authority (i) asserting the invalidity of this
Agreement  or any other  Transaction  Document,  (ii)  seeking  to  prevent  the
consummation  of any of the  transactions  contemplated by this Agreement or any
other  Transaction  Document,  (iii) seeking any  determination  or ruling that,
individually  or in the aggregate,  in the reasonable  judgment of the Borrower,
could adversely affect the performance by the Borrower of its obligations  under
this  Agreement  or  any  other  Transaction   Document,  or  (iv)  seeking  any
determination   or  ruling  that  could   adversely   affect  the   validity  or
enforceability of this Agreement or any other Transaction Document.

     (f) All Consents Required. All approvals, authorizations,  consents, orders
or other actions of any Person or of any Governmental  Authority  required to be
obtained on or prior to the Closing Date hereof in connection with the execution
and delivery of this Agreement and each other  Transaction  Document to which it
is a party, the performance by the Borrower of the transactions  contemplated by
this Agreement and each other  Transaction  Document and the  fulfillment by the
Borrower of the terms hereof and thereof, have been obtained.

     (g) Solvency.  The Borrower is solvent and at the time of (and  immediately
after) each Advance, the Borrower shall have been solvent.

     (h)  No  Event  of  Default.   After  giving  effect  to  the  transactions
contemplated  by the Transaction  Documents,  no Default Event or Servicer Event
under any  Securitization  Facility exists,  except under Trust 2000-C and Trust
2001-B.

     (i)  Information  Furnished to the  Administrative  Agent.  All information
furnished  by or on behalf of the Borrower to the  Administrative  Agent is true
and complete in all material respects.  Each  representation and warranty by the
Borrower  contained herein or in any certificate or other document  furnished by
the Borrower  pursuant  hereto or in connection  herewith is true and correct in
all material respects.

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

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

     (1)  Investment  Company.  The  Borrower  is  not an  "investment  company"
registered  or required to be  registered  under the  Investment  Company Act of
1940, as amended, and is not controlled by any such Person.

     (m)  Separateness.  From the date of the  formation  of the  Borrower,  the
Borrower has complied with all provisions of Section 6.1(d) applicable to it.

     (n)  Collateral.  From and after the Initial  Funding Date, the Borrower is
the legal and beneficial  owner of the  Collateral,  free and clear of any Liens
and the  claims  of any  third  party,  except  as  created  by the  Transaction
Documents.  From and after the Initial  Funding Date,  there have been filed all
financing  statements or other similar documents or instruments  necessary under
the UCC (or any comparable law) of all appropriate  jurisdictions to perfect the
Borrower's  ownership  interest in the Collateral.  The Borrower has not entered
into or consented or agreed to any amendment,  modification, waiver, restatement
or  replacement  of the  Purchase  Agreement  or any of the terms or  provisions
thereof except those to which the Administrative  Agent (with the consent of the
Required Lenders) has given its prior written approval.

                                   Article VI

                            Covenants of the Borrower

     Section 6.1 Affirmative Covenants of Borrower.

     Until the date on which the Net  Investment has been  indefeasibly  paid in
full and this Agreement  terminates in accordance  with its terms,  the Borrower
hereby covenants as follows:

     (a)  Maintenance of Existence.  The Borrower will preserve and maintain its
corporate  existence,  rights,  franchises and privileges in the jurisdiction of
its  organization,  and qualify and preserve its qualification to do business in
each  jurisdiction  in which  such  qualification  is or shall be  necessary  to
protect the validity and enforceability of this Agreement, the other Transaction
Documents, the Collateral and each other instrument or agreement included in the
Collateral.

     (b) Compliance with Laws. The Borrower will comply with the requirements of
all Applicable Laws, the  non-compliance of which would,  individually or in the
aggregate,  materially  and  adversely  affect the  ability of the  Borrower  to
perform its obligations under this Agreement or any other Transaction Document.

     (c) Maintenance of Books and Records:  Inspections.  (i) The Borrower shall
maintain its books and records  separate from the books and records of any other
entity.  The  officers of the  Administrative  Agent,  or such  employees of the
Administrative  Agent as the Administrative  Agent may designate,  during normal
business  hours,  with  reasonable  notice,  may  visit and  inspect  any of the
properties of the Borrower,  examine (either by the Administrative  Agent or the
Administrative  Agent's  agents or employees)  any of the  Collateral,  or other
assets of the  Borrower,  including  the books of account of the  Borrower,  and
discuss the affairs, finances and accounts of the Borrower with its officers and
with its independent accountants, at such times as they may reasonably desire.

          (ii) The  Administrative  Agent may conduct at any time during  normal
     business  hours,  with  reasonable  notice,  and from time to time, and the
     Borrower will fully cooperate with,  field  examinations  and audits of the
     inventory and business affairs of the Borrower.  Unless,  in the opinion of
     the  Administrative  Agent or the Deal Agent, a material  adverse change in
     the financial  condition of the Borrower,  the Servicer or their respective
     Subsidiaries has occurred,  such examination will be conducted no more than
     three (3) times per year. The Borrower shall  reimburse the  Administrative
     Agent for all  out-of-pocket  costs and  expenses in  connection  with such
     examinations.

     (d)  Maintenance  of Separate  Existence.  The Borrower  will do all things
necessary to maintain its corporate existence separate and apart from any Seller
and all other  Affiliates  of any Seller,  including,  without  limitation,  (i)
practicing   and  adhering  to  corporate   formalities,   such  as  maintaining
appropriate  corporate  books and  records;  (ii)  maintaining  at least one (1)
corporate  director  who is not an  officer,  director or employee of any of its
Affiliates  (other than other  bankruptcy  remote  Subsidiaries  of UAC);  (iii)
refraining  from  holding  itself  out as  responsible  for  debts of any of its
Affiliates or for decisions or actions with respect to the affairs of any of its
Affiliates;  (iv) maintaining all of its deposit and other bank accounts and all
of its assets  separate from those of any other Person;  (v)  maintaining all of
its  financial  records  separate  and apart from those of any other  Person and
ensuring UAC's consolidated  financial  statements  relating to the Borrower and
its  Affiliates  on  a  consolidated  basis  contain   appropriate   disclosures
concerning the Borrower's separate  existence;  (vi) accounting for and managing
all of its liabilities  separately  from those of any of its  Affiliates;  (vii)
refraining  from filing or otherwise  initiating or  supporting  the filing of a
motion in any bankruptcy or other insolvency  proceeding involving the Borrower,
the Seller or any other Affiliate of the Borrower to  substantively  consolidate
assets and  liabilities  of the Borrower with the assets and  liabilities of any
such Person or any other Affiliate of the Borrower;  (viii) maintaining adequate
capitalization in light of its business and purpose;  (ix) conducting all of its
business  (whether  written  or  oral)  solely  in  its  own  name;  (x)  paying
appropriate  rent for any  premises  it  leases  from any  Seller  or any of its
Affiliates;  and (xi)  compensating  in an amount equal to the fair market value
for any services rendered by any Seller or its Affiliates on its behalf.

     (e)  Performance of Obligations.  The Borrower will punctually  perform and
observe all of its obligations and agreements  contained in this Agreement,  the
other  Transaction  Documents and in the instruments and agreements  included in
the  Collateral,  including  but not  limited  to  preparing  (or  causing to be
prepared) and filing (or causing to be filed) all UCC financing  statements  and
continuation  statements  required to be filed by the terms of this Agreement or
any other  Transaction  Document in accordance  with and within the time periods
provided for herein and therein.

     (f)  Performance and  Enforcement of the Purchase  Agreement.  The Borrower
will,  and will  require  each  Seller  to,  perform  each of  their  respective
obligations and undertakings under and pursuant to the Purchase Agreement,  will
purchase the Collateral  thereunder in strict  compliance with the terms thereof
and will  vigorously  enforce the rights and  remedies  accorded to the Borrower
under the Purchase Agreement.  The Borrower will take all actions to perfect and
enforce its rights and interests (and the interests of the Administrative  Agent
(for the benefit of the Secured  Parties) as the Borrower's  assignee) under the
Purchase  Agreement  as  the  Administrative   Agent  may  reasonably   request,
including,  without limitation,  making claims to which it may be entitled under
any  indemnity,  reimbursement  or similar  provision  contained in the Purchase
Agreement.

     (g) Use of Proceeds.  The  Borrower  shall use the proceeds of any Advances
made hereunder  exclusively to (i) fund its purchase of the Collateral under and
pursuant to the Purchase  Agreement,  (ii) fund the Reserve Account and (iii) to
pay the Borrower's organizational, transactional and start-up expenses.

     (h) Further  Assurances.  The Borrower will make, duly execute and deliver,
or cause to be duly executed and  delivered,  to the  Administrative  Agent such
further  instruments  and do and  cause to be done such  further  acts as may be
necessary or proper in the  reasonable  opinion of the  Administrative  Agent to
carry out more  effectively the provisions and purposes of this Agreement or any
other Transaction Document.

     Section 6.2 Negative Covenants of Borrower.

     Until the date on which the Net  Investment has been  indefeasibly  paid in
full and this Agreement  terminates in accordance  with its terms,  the Borrower
hereby covenants as follows:

     (a)  Name  Change  and  Offices.  The  Borrower  will  not (i)  change  its
jurisdiction   of   organization  or  name,  (ii)  cease  to  be  a  "registered
organization"  (within the meaning of Article 9 of any  applicable  enactment of
the UCC),  or (iii)  relocate its chief  executive  office at any time while the
location  of its  chief  executive  office  is  relevant  to  perfection  of the
Administrative  Agent's  security  interest,  for  the  benefit  of the  Secured
Parties,  in the Collateral  unless it shall have: (A) given the  Administrative
Agent at least  forty-five  (45) days'  prior  written  notice  thereof  and (B)
delivered to the Administrative Agent all financing statements,  instruments and
other documents  requested by the  Administrative  Agent in connection with such
change or relocation.

     (b) Merger.  The Borrower  will not merge or  consolidate  with, or convey,
transfer,  lease or otherwise dispose of any of its assets (whether now owned or
hereafter   acquired)  except  as  expressly  permitted  under  the  Transaction
Documents, or acquire all or substantially all of the assets or capital stock or
other  ownership  interest of any  Person,  other  than,  with  respect to asset
dispositions, in connection herewith.

     (c) Nature of Business.  The Borrower will not engage in any business other
than  transactions  permitted or  contemplated  by this  Agreement and the other
Transaction Documents and the activities incidental thereto.

     (d) Transactions with Affiliates. The Borrower will not enter into, or be a
party to, any transaction  with any of its Affiliates,  except the  transactions
permitted or contemplated by the Transaction Documents or such transactions that
are in the  ordinary  course  of  business  and on  terms no less  favorable  to
Borrower than could be obtained on an arm's length basis.

     (e)  Investments.  Except as  expressly  permitted  under  the  Transaction
Documents,  the  Borrower  will not make any loan or  advance  or credit  to, or
guarantee  (directly  or  indirectly  or by an  instrument  having the effect of
assuring  another's payment or performance on any obligation or capability of so
doing or otherwise),  endorse or otherwise become contingently liable,  directly
or indirectly,  in connection with the  obligations,  stocks or dividends of, or
own, purchase, repurchase or acquire (or agree contingently to do so) any stock,
obligations,  assets or  securities  of, or any other  interest  in, or make any
capital contribution to, any other Person.

     (f) Indebtedness.  Except for the Subordinated Notes, the Borrower will not
create,  incur,  assume,  guarantee  or  otherwise  become  liable,  directly or
indirectly,  for any Indebtedness except for any Indebtedness  created hereunder
or under any Transaction Document.

     (g) Changes to Purchase  Agreement.  The Borrower will not amend, modify or
terminate any terms or conditions  of the Purchase  Agreement  without the prior
written consent of the Administrative Agent and the Required Lenders.

     Section 6.3 Hedge Requirements.

     The  Borrower  shall  enter  into one or more  Hedge  Transactions  for the
purpose of hedging its obligations under this Agreement, provided that each such
Hedge Transaction  shall be entered into with a Hedge  Counterparty and governed
by a Hedging  Agreement  and all payments  made by the Hedge  Counterparty  with
respect to each such Hedge Transaction shall be made to the Collection  Account.
As additional  security,  Borrower has assigned to the  Administrative  Agent on
behalf of the Secured Parties all right,  title and interest of Borrower in each
related Hedging Agreement,  each related Hedge Transaction,  and all present and
future amounts payable by a related Hedge  Counterparty to the Borrower under or
in connection  with the respective  Hedging  Agreement and Hedge  Transaction(s)
with  that  Hedge  Counterparty  (the  "Hedge  Collateral"),  and has  granted a
security  interest to the  Administrative  Agent, for the benefit of the Secured
Parties,  in the Hedge Collateral.  Borrower  acknowledges  that, as a result of
that  assignment,  Borrower may not,  without the prior  written  consent of the
Required  Lenders,  exercise any rights under any related  Hedging  Agreement or
Hedge  Transaction,  except for Borrower's right under any Hedging  Agreement to
enter into Hedge Transactions in order to meet the Borrower's  obligations under
this Section 6.3. Nothing herein shall have the effect of releasing the Borrower
from  any  of  its  obligations   under  any  Hedging  Agreement  or  any  Hedge
Transaction,  nor be  construed  as  requiring  the consent of any Lender to the
performance  by the Borrower of any such  obligations.  The Borrower shall enter
into one or more Hedging Agreements,  each in form and substance satisfactory to
the Administrative Agent, providing for the hedging of such amounts from time to
time as may be acceptable to the Administrative Agent. The Borrower, except upon
the direction of the Administrative  Agent may not voluntarily  terminate,  take
any action that would cause a  termination  of, or fail to take any action,  the
failure of which to take would  cause a  termination  of, any Hedge  Transaction
except with the prior written consent of the Required Lenders.

                                   Article VII

         Administration and Servicing of the Collateral and the Servicer

     Section 7.1 Designation of Servicer.

     (a) The servicing, administration and collection of the Collateral shall be
conducted by such Person (the  "Servicer")  so  designated  from time to time in
accordance with this Section 7.1. UAC is hereby designated as, and hereby agrees
to perform the duties and obligations of the Servicer,  pursuant to the terms of
this Agreement. The Administrative Agent may at any time after the occurrence of
a Servicer Event of Default which has not been waived  designate as Servicer any
Person to succeed UAC or any successor Servicer.

     (b) UAC may delegate  duties under this  Agreement to a Subsidiary  of UAC,
with the prior written consent of the Administrative  Agent;  provided,  that no
such delegation of duties by UAC shall relieve it of its primary  responsibility
with  respect to such duties and the  Administrative  Agent shall be entitled to
deal  exclusively  with UAC in matters relating to the discharge by the Servicer
of its duties and responsibilities hereunder.

     Section 7.2 Duties of the Servicer.

     (a) Duties in  General.  The  Servicer,  as agent for the  Borrower,  shall
manage, service and administer the Collateral pursuant to and in accordance with
the terms and  conditions  set forth  herein with  reasonable  care,  using that
degree of skill and  attention  that a prudent  person  would use.  The Servicer
shall follow the Servicing and  Collection  Policy and shall have full power and
authority,  acting  alone,  to do any and all  things  in  connection  with such
managing, servicing, administration and collection that it may deem necessary or
desirable in accordance with the above described servicing standard.

     (b) Duties  Relating to  Securitization  Facility  Servicers.  The Servicer
shall, if it or any of its Subsidiaries is the  Securitization  Servicer,  or if
not,  shall  take all  action  within  its  power to cause  each  Securitization
Servicer to manage,  service and  administer  and make  collections  on and with
respect  to the  Collateral  pursuant  to and in  accordance  with the terms and
conditions  set forth in the  related  Securitization  Facility  Documents  with
reasonable  care, using that degree of skill and attention that a prudent person
would use.

     (c) Records.  The Servicer shall maintain  appropriate books of account and
records relating to services  performed  pursuant to this Agreement or any other
Transaction Document, which books of account and records shall be accessible for
inspection  by the  Borrower  and the  Administrative  Agent at any time  during
normal business hours.

     (d) Reporting.

          (i) Monthly Report.  On each Reporting Date and each Funding Date, the
     Servicer  will  provide  to the  Borrower  and the  Administrative  Agent a
     monthly  statement  (a "Monthly  Report")  identifying  (A) the  Collateral
     (including information regarding  delinquencies,  defaults, yield and other
     related information  relating to Securitization  Facilities under which the
     Collateral  is issued)  and the  Collections  received  during the  related
     Accrual Period, (B) a calculation of the Borrowing Base and the Maximum Net
     Investment  and  (C)  such  other   information  as  the  Borrower  or  the
     Administrative Agent may request.

          (ii)  Servicer  Reports  under  Securitization   Facilities.  On  each
     Reporting Date, in conjunction  with, and in addition to the Monthly Report
     required under Section  7.2(d)(i),  the Servicer shall provide the Borrower
     and the  Administrative  Agent copies of each monthly  servicer  report (or
     other similar report) delivered by each  Securitization  Servicer under the
     Securitization Facilities ("Securitization Facility Servicer Reports").

          (iii)  Servicer's  Certificate.  The  Servicer  will  provide  to  the
     Borrower and the  Administrative  Agent,  within ninety (90) days following
     the end of each fiscal  year of the  Servicer,  commencing  with the fiscal
     year ending on December 31, 2002,  an annual report signed by a Responsible
     Officer of the Servicer (a "Servicer's  Certificate") certifying that (A) a
     review of the activities of the Servicer,  and the  Servicer's  performance
     pursuant to this Agreement and each of the related Securitization  Facility
     Documents,  for the period  ending on the last day of such  fiscal year has
     been  made  under  such  Person's  supervision  and  (B) the  Servicer  has
     performed or has caused to be performed in all material respects all of its
     obligations  under this  Agreement  and each of the related  Securitization
     Facility  Documents  throughout  such year and no Servicer Event of Default
     has occurred and is  continuing  (or if a Servicer  Event of Default has so
     occurred  and is  continuing,  specifying  each such event,  the nature and
     status  thereof and the steps  necessary  to remedy  such event,  and, if a
     Servicer Event of Default  occurred  during such year and no notice thereof
     has been given to the  Administrative  Agent and the  Borrower,  specifying
     such Servicer Event of Default and the steps taken to remedy such event).

          (iv)  Financial  Statements.  The Servicer  will submit or cause to be
     submitted to the Administrative  Agent,  within forty five (45) days of the
     end of each of the Servicer's and Borrower's  respective  fiscal  quarters,
     commencing  March 31, 2002 and the first fiscal  quarter  after the initial
     Advance  respectively,  unaudited financial  statements of the Borrower and
     the Servicer as of the end of each such fiscal  quarter.  The Servicer will
     submit or cause to be submitted to the Administrative  Agent, within ninety
     (90) days of the end of each of the  Servicer's  respective  fiscal  years,
     commencing December 31, 2002, audited financial  statements of the Servicer
     as of the end of each such fiscal year.

          (v) Annual  Accountant's  Report.  The Servicer shall furnish or shall
     cause each Securitization  Servicer to furnish to the Administrative  Agent
     and the Borrower the annual  accountant's report at the same time that each
     Securitization   Servicer   provides   such   reports   pursuant   to   the
     Securitization Facility Documents.

          (vi)  Additional  Information.  The  Servicer  shall  furnish  to  the
     Administrative Agent and the Borrower such additional information regarding
     the Collateral as the Administrative Agent or the Borrower shall reasonably
     request.

     Section 7.3 Representations and Warranties of the Servicer.

     The Servicer hereby represents and warrants as of the date hereof and as of
the date of each Advance as follows:

     (a)  Organization  and  Good  Standing.  The  Servicer's   jurisdiction  of
organization  is correctly set forth in the preamble to this  Agreement and such
jurisdiction  is its  sole  jurisdiction  of  organization.  The  Servicer  is a
"registered  organization" as defined in the UCC in effect in such jurisdiction.
The  Servicer  is  validly  existing  under  the  laws  of its  jurisdiction  of
organization and no other  jurisdiction,  and such  jurisdiction must maintain a
public record showing the organization to have been organized.  The Servicer has
full corporate  power,  authority and legal right to own or lease its properties
and to conduct its business as such properties are presently owned or leased and
such business is presently  conducted,  and to execute,  deliver and perform its
obligations under this Agreement and each other Transaction Document.

     (b) Due  Qualification.  The Servicer is duly qualified to do business as a
foreign  corporation  and has obtained all necessary  qualifications,  licenses,
authorizations,  consents and approvals,  in each jurisdictions in which failure
to so qualify or obtain such  licenses,  authorizations,  consents or  approvals
would have a Material Adverse Effect on the conduct of the Servicer's business.

     (c)  Power  and  Authority.  The  Servicer  (i)  has all  necessary  power,
authority  and legal right to (A) execute and deliver  this  Agreement  and each
other  Transaction  Document to which it is a party,  (B) carry out the terms of
this  Agreement and each other  Transaction  Document to which it is a party and
(ii) has been duly authorized by all necessary corporate action required for the
execution, delivery and performance of this Agreement and each other Transaction
Document to which it is a party.

     (d) Binding  Obligation.  This Agreement and each  Transaction  Document to
which  the  Servicer  is a  party,  when  duly  executed  and  delivered,  shall
constitute  legal,  valid and binding  obligations  of the Servicer  enforceable
against  the  Servicer  in  accordance  with its  respective  terms,  except  as
enforceability  may  be  limited  by  bankruptcy,  insolvency,   reorganization,
moratorium,  or similar laws  affecting  the equity,  regardless of whether such
enforceability is considered in a proceeding in equity or law.

     (e) No Violation.  The execution of this  Agreement and, from and after the
Initial Funding Date, the consummation of the transactions  contemplated by this
Agreement and the other Transaction  Documents to which the Servicer is a party,
and the fulfillment of the terms of this Agreement and the Transaction Documents
to which the  Servicer is a party,  will not (i)  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 of the Servicer, or on any other contractual  obligation of the Servicer,
(ii) result in the creation or imposition of any Lien upon any of the Servicer's
properties pursuant to the terms of any contractual obligation,  other than this
Agreement, or (iii) violate any Applicable Law.

     (f) No  Proceedings.  There is no litigation,  proceeding or  investigation
pending or, to the Servicer's knowledge, threatened against the Servicer, before
any Governmental Authority (i) asserting the invalidity of this Agreement or any
of the Transaction Documents, (ii) seeking to prevent the consummation of any of
the  transactions  contemplated  by  this  Agreement  or any of the  Transaction
Documents, or (iii) seeking any determination or ruling that could reasonably be
expected to materially and adversely  affect the  performance by the Servicer of
its obligations  under, or the validity or  enforceability  of this Agreement or
any of the Transaction Documents;

     (g) Approvals.  All  approvals,  authorizations,  consents,  order or other
actions of any Person,  or of any  Governmental  Authority (if any) required for
the  execution,  delivery and  performance by the Servicer of this Agreement and
any other  Transaction  Document  to which  the  Servicer  is a party  have been
obtained.

     (h) Reports  Accurate.  All Servicer's  Certificates,  Monthly  Reports and
other  written  and  electronic  information,  exhibits,  financial  statements,
documents,   books,  records  or  reports  furnished  by  the  Servicer  to  the
Administrative Agent in connection with this Agreement or in connection with any
other  Transaction  Document  are  accurate,  true and  correct in all  material
respects.

     (i)  Representations  and Warranties in Securitization  Facility Documents.
The representations  and warranties made by the Securitization  Servicers in the
Securitization Facility Documents are hereby remade by the Servicer on behalf of
each  Securitization  Servicer,  on each  date as of  which  they  speak  in the
Securitization Facility Documents as if such representations and warranties were
set forth herein as made by the Servicer mutatis mutandis.

     (j)   Representations   and  Warranties  in  Transaction   Documents.   The
representations  and  warranties  made  by the  Servicer  (whether  made  in its
capacity as Servicer or any other capacity) in any of the Transaction  Documents
are hereby  remade by the  Servicer,  on each date as of which they speak in the
Transaction  Documents as if such  representations and warranties were set forth
herein as made by the Servicer mutatis mutandis.

     Section 7.4 Covenants of the Servicer.

     Until the date on which the Net  Investment has been  indefeasibly  paid in
full and this Agreement  terminates in accordance  with its terms,  the Servicer
hereby covenants as follows:

     (a)  Servicing.  It shall  perform  all of its  duties  pursuant  to and in
accordance with the terms and conditions set forth herein and in the Transaction
Documents.  It shall,  if it or any of its  Subsidiaries  is the  Securitization
Servicer,  or if not,  shall  take all action  within  its power to,  cause each
Securitization Servicer to perform its duties pursuant to and in accordance with
the terms and conditions set forth in the Securitization Facility Documents.

     (b) No Impairment of Secured  Parties'  Rights.  The Servicer  shall not do
anything to impair the rights of the Secured Parties in the Collateral.

     (c) Servicing and Collection  Policy.  The Servicer will (or will cause any
of its Subsidiaries acting as servicer,  to) (i) comply in all material respects
with the Servicing and Collection Policy and (ii) furnish to the  Administrative
Agent, within ten (10) days of its effective date, prompt notice of any material
changes in any Servicing and Collection Policy.

     (d)  Compliance  with  Laws.  The  Servicer  shall  comply in all  material
respects with the laws of each state in which Collateral is located,  including,
without  limitation,  all federal and state laws  regarding the  collection  and
enforcement of consumer debt.

     (e) Notice of Default.  As soon as possible and in any event within two (2)
Business Days after any Responsible Officer of the Servicer (i) has knowledge of
the occurrence of a Servicer Event of Default hereunder or (ii) has knowledge of
a default  or an event of  default  under  any  Securitization  Facility  or any
Indebtedness  in excess of $250,000 of the Servicer or any of its  Subsidiaries,
provide a written  notice  setting  forth the  details of such  default  and the
action that the Servicer has taken and proposes to take with respect thereto.

     (f)  Obligations  under  Performance  Undertaking.  The  Servicer  (in  its
capacity as Performance  Guarantor) will  punctually  perform and observe all of
its obligations and agreements contained in the Performance Undertaking.

     (g) Financial Covenants.

          (i) Fixed Charge  Coverage  Ratio.  From and after the Initial Funding
     Date, the Servicer  shall not permit its Fixed Charge  Coverage Ratio to be
     less than 1.15 to 1.00;

          (ii)  Maximum  Total  Liabilities  plus  Contingent   Obligations  and
     Subordinated  Indebtedness  to Tangible Net Worth  Ratio.  As of the end of
     each calendar  quarter,  the Servicer  shall not permit the ratio of(A) the
     sum of(I) its Servicer's  Liabilities,  (2) its Contingent Obligations less
     (3) its  Subordinated  Indebtedness  to (B) the sum of(l) its  Tangible Net
     Worth and (2) its Subordinated Indebtedness to exceed 5.75 to 1.00;

          (iii)  Minimum  Tangible  Net  Worth.  As of the end of each  calendar
     quarter,  the  Servicer  will not permit its  Tangible Net Worth to be less
     than  the sum  of(A)  $160,000,000  and (B)  80% of its  Net  Income  since
     December 31, 2001;

          (iv) Funded Indebtedness to Tangible Net Worth Ratio. As of the end of
     each calendar  quarter,  the Servicer shall not permit the ratio of (A) its
     Total Funded  Indebtedness  minus its Total  Warehouse  Borrowing  Capacity
     minus the unencumbered, unrestricted cash reflected on its balance sheet of
     such date in excess of  $8,000,000  to (B) its Tangible Net Worth to exceed
     2.00 to 1.00; and

          (v) Liquiditv:  As of the end of each calendar  quarter,  the Servicer
     shall not permit its Liquidity to be less than $10,000,000.

     Section 7.5 Servicer Not to Resign.

     The Servicer shall not resign from the obligations and duties imposed on it
by this Agreement as Servicer,  except upon a  determination  by such party that
(a) the performance of its duties  hereunder is or becomes  impermissible  under
Applicable  Law and (b) there is no  reasonable  action that the Servicer  could
take  to  make  the  performance  of  its  duties  hereunder  permissible  under
Applicable  Law.  Any  such  determination  permitting  the  resignation  of the
Servicer  shall be evidenced  by an Opinion of Counsel to such effect  delivered
and acceptable to the Administrative Agent. No resignation of the Servicer shall
become effective until an entity  acceptable to the  Administrative  Agent shall
have assumed the responsibilities and obligations of the Servicer.

     Section 7.6 Servicer Event of Default.

     The (a) breach by the Servicer of any material representation,  warranty or
covenant  made by it  hereunder or under any other  Transaction  Document or (b)
occurrence of a Servicer Event,  shall, in any such case,  constitute a Servicer
Event of Default hereunder (a "Servicer Event o Default").

     Section 7.7 Remedies Upon the Occurrence of a Servicer Event of Default.

     Upon the  occurrence  of a Servicer  Event of Default,  the  Administrative
Agent may and upon  instruction  from the Required Lenders shall (a) collect and
receive all further payments made on the Collateral, (b) control deposits to and
disbursements  from the  Collection  Account,  (c) require  any  payments on the
Collateral  received by the Servicer or the Borrower to be paid promptly over to
an account specified by the Administrative  Agent or (d) terminate the rights of
the  Servicer,  by  written  notice to the  Servicer  (a  "Servicer  Termination
Notice").

     Section 7.8 Appointment of Successor.

     (a) On and after (i) the time the Servicer receives a notice of termination
pursuant to Section 7.7 or (ii) upon the resignation of the Servicer pursuant to
Section 7.5,  the Servicer  shall  continue to perform all  servicing  functions
under this Agreement until the date specified in the Servicer Termination Notice
or if no  such  date is  specified,  until a date  mutually  agreed  upon by the
Servicer and the Administrative  Agent. At the time described in the immediately
preceding sentence,  the Administrative  Agent (with the consent of the Required
Lenders)  shall as  promptly  as  possible  appoint a  successor  servicer  (the
"Successor  Servicer"),  and the Successor Servicer shall accept its appointment
by a written assumption in a form acceptable to the Administrative Agent. In the
event that a Successor  Servicer has not accepted  its  appointment  at the time
when the Servicer  ceases to act as  Servicer,  the  Administrative  Agent shall
petition a court of competent  jurisdiction to appoint any established financial
institution whose regular business includes the servicing of collateral  similar
to the Collateral serviced by the Servicer hereunder.

     (b) Upon its appointment,  the Successor Servicer shall be the successor in
all respects to the Servicer  with  respect to  servicing  functions  under this
Agreement  and  shall  be  subject  to  all  the  responsibilities,  duties  and
liabilities  relating thereto placed on the Servicer by the terms and provisions
hereof,  and all references in this Agreement to the Servicer shall be deemed to
refer to the Successor Servicer.

     (c) The exiting Servicer agrees to cooperate with the Borrower in effecting
the  termination of the  responsibilities  and rights of the Servicer to conduct
servicing on the Collateral and to transfer such  responsibilities and rights to
the Successor Servicer.

     Section 7.9 Liability of Servicer. Indemnities.

     (a) The Servicer (in its capacity as such) shall be liable  hereunder  only
to the extent of the  obligations in this Agreement  specifically  undertaken by
the Servicer  and the  representations,  warranties  and  covenants  made by the
Servicer.

     (b) The Servicer  shall  indemnify,  defend and hold harmless the Borrower,
the Administrative Agent, each Lender and their respective officers,  directors,
agents and  employees  from and  against  any and all costs,  expenses,  losses,
claims,  damages,  and liabilities to the extent that such cost, expense,  loss,
claim, damage, or liability arose out of, or was imposed upon the Borrower,  the
Administrative Agent, or any Lender by reason of the breach of this Agreement by
the Servicer, the negligence,  willful misfeasance, or bad faith of the Servicer
in the  performance  of its duties under this Agreement or by reason of reckless
disregard  of its  obligations  and duties  under this  Agreement  or any of the
Transaction Documents.

     (c)  The  Servicer   shall   indemnify,   defend  and  hold   harmless  the
Administrative  Agent,  and  its  respective  officers,  directors,  agents  and
employees,  from and against all loss,  liability  or expense  incurred  without
willful misfeasance,  negligence, or bad faith on the part of the Administrative
Agent arising out of or in connection with the acceptance or  administration  of
the Collateral, including the costs and expenses of defending itself against any
claim or  liability  in  connection  with the  exercise  of any of its powers or
duties under the Transaction Documents.

     (d) Indemnification under this Section 7.9 shall survive the termination of
this Agreement and shall survive the early  resignation or removal of any of the
parties  hereto  and shall  include,  without  limitation,  reasonable  fees and
expenses of counsel and  expenses of  litigation.  If the  Servicer has made any
indemnity  payments  pursuant to this Section 7.9 and the  recipient  thereafter
collects any of such amounts from others,  the recipient  shall  promptly  repay
such amounts collected to the Servicer,  without interest.  Notwithstanding  any
other  provision of this  Agreement,  UAC's  obligations  as Servicer under this
Section `7.9 shall not terminate or be deemed  released upon the  resignation or
termination  of UAC as the Servicer and shall  survive any  termination  of this
Agreement.

                                  Article VIII

                         Termination Events and Remedies

     Section 8.1 Termination Events.

     The occurrence of any one or more of the following  events shall constitute
a termination event (each, a "Termination Event"):

     (a) failure on the part of the  Borrower or Servicer to make any payment in
full or in part  hereunder  which is or has  become  due  under the terms of the
Transaction Documents when the same becomes due and payable, including,  without
limitation,  all Yield,  Fees, Monthly Principal Payment Amount and the Required
Principal Amount for each Payment Date;

     (b) failure on the part of the Borrower or any Seller to duly observe or to
perform any material term,  covenant,  agreement or undertaking set forth in any
Transaction Document;

     (c) any  representation or warranty of the Borrower or any Seller in any of
the Transaction  Documents is discovered to be untrue in any material respect or
any statement or certificate  furnished by the Borrower,  any Seller or Servicer
pursuant hereto or thereto is discovered to be untrue in any material respect on
the date as of which the facts therein set forth or so certified  were deemed to
have been made;

     (d) the  Borrower,  any Seller,  the  Servicer  or any of their  respective
Subsidiaries  (i) shall  generally  not pay, or shall be unable to pay, or shall
admit in writing  its  inability  to pay its debts as such debts  become due; or
(ii) shall make an assignment for the benefit of creditors, or petition or apply
to any tribunal for the appointment of a custodian,  receiver, or trustee for it
or for a substantial part of its assets;  or (iii) shall commence any proceeding
under  any  bankruptcy,  reorganization,  arrangements,  readjustment  of  debt,
dissolution or  liquidation  law or statute of any  jurisdiction  whether now or
hereafter in effect; or (iv) shall have had any such action or application filed
or any such  proceeding  commenced  against  it in which an order for  relief is
requested  or  entered  or  an   adjudication  or  appointment  is  made  (which
application or proceeding is not dismissed within sixty (60) days of filing); or
(v) shall  indicate,  by any act or  omission,  its consent to,  approval of, or
acquiescence in any such petition, application,  proceeding, or order for relief
or  the  appointment  of a  custodian,  receiver,  or  trustee  for  all  or any
substantial part of its properties; or (vi) shall suffer any such custodianship,
receivership,  or trusteeship or the occurrence of any event or existence of any
condition which could be the ground, basis or cause for any action, application,
proceeding or petition described in this Section 8.1(d)

     (e) the Borrower  voluntarily or involuntarily is dissolved,  terminates or
is terminated;

     (f)  (i)  one or more  final  judgments  for the  payment  of  money  in an
aggregate  amount of $10,750 or more shall be entered  against  the  Borrower or
(ii) one or more final judgments shall be entered against or a settlement  shall
be made by any Seller or the Servicer or any of their  Subsidiaries in excess of
$1,000,000  which,  in either case shall not have been  vacated,  discharged  or
stayed or bonded pending appeal within sixty (60) days after such entry;

     (g) the occurrence of a Servicer Event of Default;

     (h) the Net Investment  exceeds either (i) the Maximum Net Investment for a
period of thirty (30)  consecutive  days, (ii) the product of(A) 80% and (B) the
Borrowing Base, or (iii) the Facility Limit;

     (i) any  change  in  control  in the  form of a  merger,  consolidation  or
otherwise  of any Seller or the Servicer in which such Seller or Servicer is not
the surviving entity;

     (j) any  change  in  control  in the  form of a  merger,  consolidation  or
otherwise of the Borrower;

     (k) any  change  in the  operations  of the  Borrower,  any  Seller  or the
Servicer,  which  materially  adversely  affects (i) the  collectibility  of the
Collateral  or (ii) the  Borrower's,  such  Seller's  or  Servicer~ s ability to
perform under any Transaction Documents to which it is a party;

     (l) on any day on or after the Initial Funding Date, the Cash Flow Ratio is
less than 70%;

     (m) the Secured Parties  (through the  Administrative  Agent) shall, on any
day on or after the Initial  Funding  Date,  fail for any reason to have a valid
and  perfected  first  priority  security  interest in any portion or all of the
Collateral and the proceeds thereof;

     (n) a material event of default occurs,  or an event occurs which, with the
giving of notice or the  passage of time or both,  would  constitute  a material
event of default,  under any agreement of the Borrower, any Seller, the Servicer
or any of their  Subsidiaries in connection  with any  Indebtedness in excess of
$1,000,000;

     (o) the  failure  of the  Paydown  Date to occur  within 180 days after the
Initial Funding Date;

     (p) more than 45% of the  Securitization  Facilities  (by  number of deals)
have breached a Level 2 Trigger;

     (q) the amount on deposit in the Reserve  Account is less than the Required
Reserve Account Amount for thirty (30) consecutive days;

     (r) UAC or any of its  Subsidiaries  (if  such  Subsidiary  is the  initial
servicer  thereunder)  is  replaced  as the  servicer  under any  Securitization
Facility;

     (s) on and after the ninth Payment Date after the Initial Funding Date, the
Net Investment (after giving effect to all payments made on such Payment Date in
reduction of the Net  Investment)  is greater than  $20,000,000  for twelve (12)
consecutive months;

     (t) except  with the consent of the  Administrative  Agent  (which  consent
shall not be unreasonably  withheld if the Administrative  Agent shall determine
that the risk position of the Secured Parties could not be adversely affected by
a failure  to  transfer  to the  Borrower  the  residual  assets  related  to an
Incremental  Securitization  or a NIMS  Transaction),  UAC,  UACSC or any  their
respective   Subsidiaries   shall,  at  any  time,  enter  into  an  Incremental
Securitization or a NIMS Transaction and the residual assets related thereto are
not transferred,  (i) with respect to any such transaction entered into prior to
the Initial  Funding Date, on the Initial  Funding Date and (ii) with respect to
any such transaction entered into on or after the Initial Funding Date, promptly
upon entering into such  transaction,  to the Borrower  pursuant to the Purchase
Agreement or any other agreement  acceptable to the Administrative Agent and the
Deal Agent; and

     (u) on or after the  Initial  Funding  Date,  if an amount  equal to Excess
NonSecuritization  Proceeds is not paid to Wachovia Bank within two (2) Business
Days of receipt thereof by, or on behalf of, UAC or any of its Subsidiaries,  to
the extent  necessary to reduce Wachovia Bank's portion of the Net Investment to
the Wachovia Amortized Limit in accordance with Section 2.11(b).

     Section 8.2 Remedies.

     Upon the occurrence of a Termination Event, the Revolving Period shall end,
the  Termination  Date shall occur and any and all rights of the Secured Parties
under the Security Agreement may be exercised in accordance therewith.  Upon the
occurrence of a Termination  Event,  in addition to any other remedies  provided
for herein or in any other Transaction  Document,  all amounts on deposit in the
Collection  Account  after making the payments  required to be made  pursuant to
Section  2.7(a)(i)  and  Section  2.7(a)(ii)  will  be used  to  reduce  the Net
Investment  and all  amounts  on  deposit  in the  Reserve  Account  applied  as
described in Section 4.2(b).

                                   Article IX

                                 Indemnification

     Section 9.1 Indemnities by the Borrower.

     Without  limiting  any other  rights which the  Administrative  Agent,  the
Secured  Parties or any of their  respective  Affiliates  may have  hereunder or
under applicable law, the Borrower hereby agrees to indemnify and hold harmless,
and agrees to defend, the Administrative Agent, the Secured Parties, and each of
their  respective  Affiliates  and  officers,  directors,  employees  and agents
thereof (each of the  foregoing  Persons  being  referred to as an  "Indemnified
Party") from and against any and all damages,  losses,  claims,  liabilities and
related  costs  and  expenses,   including   reasonable   attorneys'   fees  and
disbursements  (all  of  the  foregoing  being   collectively   referred  to  as
"Indemnified  Amounts") awarded against or incurred by any of them,  arising out
of or as a result of this  Agreement,  any  other  Transaction  Document  or the
Collateral excluding,  however, Indemnified Amounts to the extent resulting from
gross negligence or willful misconduct on the part of the Administrative  Agent,
any such Secured Party or such Affiliate. If the Borrower has made any indemnity
payment  pursuant to this Section 9.1 and such  payment  fully  indemnified  the
recipient thereof and the recipient thereafter collects any payments from others
in respect of such  Indemnified  Amounts then, the recipient  shall repay to the
Borrower an amount equal to the amount it has  collected  from others in respect
of such indemnified amounts.  Without limiting the foregoing, the Borrower shall
indemnify  each  Indemnified  Party  for  Indemnified  Amounts  relating  to  or
resulting from:

     (a) reliance on any  representation  or warranty made or deemed made by the
Borrower,  the Servicer, any Seller or any of their respective officers under or
in connection with this Agreement or any other Transaction Document, which shall
have been false or incorrect in any material respect when made or deemed made or
delivered;

     (b) the failure by the Borrower,  the Servicer or any Seller to comply with
any term,  provision  or  covenant  contained  in, or to  perform  its duties or
obligations  under, this Agreement or any agreement  executed in connection with
this Agreement or any other  Transaction  Document,  or with any applicable law,
rule  or  regulation  with  respect  to  any  item  of  the  Collateral  or  the
nonconformity  of any of the Collateral  with any such  applicable  law, rule or
regulation;

     (c) the failure to vest and maintain  vested in the  Administrative  Agent,
for the  benefit of the  Secured  Parties,  first  priority  perfected  security
interests in the related Collateral, together with all related Collections, free
and clear of any adverse claim whether existing as of the Closing Date or at any
time thereafter;

     (d) the failure to file,  or any delay in filing,  financing  statements or
other  similar  instruments  or  documents  under  the  UCC  of  any  applicable
jurisdiction  or other  applicable laws with respect to any assets which are, or
are  purported  to be,  Collateral,  whether  at the time of any Grant or at any
subsequent time;

     (e) any dispute,  claim, offset or defense of any obligor to the payment of
any asset  which is,  or is  purported  to be,  Collateral  (including,  without
limitation,  a defense based on such asset not being a legal,  valid and binding
obligation of such obligor enforceable against it in accordance with its terms),
or any  other  claim  resulting  from the sale of the  merchandise  or  services
related to such asset or the  furnishing or failure to furnish such  merchandise
or services;

     (f) [reserved];

     (g) any products liability claim or personal injury or property damage suit
or other  similar or related  claim or action of whatever sort arising out of or
in  connection  with  merchandise  or  services  which  are the  subject  of any
Collateral;

     (h) the failure by the Borrower, the Servicer or any Seller to pay when due
any Taxes for which such party is liable,  including without limitation,  sales,
excise or personal property taxes payable in connection with the Collateral;

     (i) any  repayment by the  Administrative  Agent or a Secured  Party of any
amount  previously  distributed in reduction of outstanding  principal amount or
payment of  interest  or any other  amount due  hereunder  or under any  Hedging
Agreement, in each case which amount the Administrative Agent or a Secured Party
believes in good faith is required to be repaid;

     (j) the  commingling  of  Collections  by any Person at any time with other
funds;

     (k) any  investigation,  litigation or proceeding related to this Agreement
or any other Transaction  Document or the use of proceeds of the Advances or the
ownership of the Collateral or in respect of any of the Collateral;

     (l) any failure by the Borrower to give reasonably  equivalent value to any
Seller in  consideration  for the transfer by such Seller to the Borrower of any
assets under the Purchase  Agreement  or any other  Transaction  Document or any
attempt by any Person to void or  otherwise  avoid any such  transfer  under any
statutory  provision  or common  law or  equitable  action,  including,  without
limitation, any provision of the Bankruptcy Code; or

     (m) the failure of the Borrower,  the Servicer,  any Seller or any of their
respective agents or  representatives to remit Collections to the Administrative
Agent.

Any amounts subject to the indemnification  provisions of this Section 9.1 shall
be paid by the Borrower to the Administrative Agent within two (2) Business Days
following the  Administrative  Agent's  demand  therefor.  If for any reason the
indemnification  provided  above  in  this  Section  9.1 is  unavailable  to the
Indemnified Party or is insufficient to hold an Indemnified Party harmless, then
the Borrower shall  contribute to the amount paid or payable by such Indemnified
Party as a result of such loss, claim, damage or liability in such proportion as
is  appropriate  to reflect  not only the  relative  benefits  received  by such
Indemnified  Party on the one hand and the  Borrower  on the other hand but also
the  relative  fault of such  Indemnified  Party as well as any  other  relevant
equitable considerations.

                                   Article X

             Assignment and Participations and Appointment of Agent

     Section 10.1 Assignment and Participations.

     (a)  Subject  to the terms of this  Section  10.1,  any  Lender may make an
assignment to a Qualified Assignee of, or sell participations in, at any time or
times, the Transaction  Documents,  its Pro Rata Share of the Net Investment and
any Lender Facility Limit or any portion thereof or interest therein,  including
any Lender's rights, title,  interests,  remedies,  powers or duties thereunder.
Any assignment by a Lender shall: (i) require the consent of the  Administrative
Agent (which consent shall not be unreasonably  withheld or delayed with respect
to a Qualified  Assignee)  and the  execution  of an  assignment  agreement  (an
"Assignment  Agreement")  substantially  in the form attached  hereto as Exhibit
10.1(a) and  otherwise in form and  substance  reasonably  satisfactory  to, and
acknowledged by the  Administrative  Agent; (ii) be conditioned on such assignee
Lender representing to the assigning Lender and the Administrative Agent that it
is purchasing  the  applicable  Net  Investment to be assigned to it for its own
account, for investment purposes and not with a view to the distribution thereon
(iii) after giving effect to any such partial  assignment,  the assignee  Lender
shall have a Lender Facility Limit in an amount at least equal to $2,500,000 and
the assigning Lender shall have retained a Lender Facility Limit in an amount at
least  equal to  $2,500,000;  and (iv)  include a payment to the  Administrative
Agent of an assignment fee of $25,000.  In the case of an assignment by a Lender
under  this  Section  10.1,  the  assignee  shall  have,  to the  extent of such
assignment,  the same rights,  benefits  and  obligations  as all other  Lenders
hereunder.  The assigning Lender shall be relieved of its obligations  hereunder
with respect to its Lender  Facility Limit or assigned  portion thereof from and
after the date of such assignment.  The Borrower hereby  acknowledges and agrees
that any  assignment  shall give rise to a direct  obligation of the Borrower to
the assignee and that the assignee shall be considered to be a "Lender".  In all
instances,  each Lender's  liability to make Advances hereunder shall be several
and not  joint and  shall be  limited  to such  Lender's  Pro Rata  Share of the
applicable Advance being requested. In the event the Administrative Agent or any
Lender assigns or otherwise  transfers all or any part of the  Obligations,  the
Administrative  Agent  or any  such  Lender  shall so  notify  Borrower  and the
Borrower  shall,  upon the request of the  Administrative  Agent or such Lender,
execute  new  Notes  in  exchange  for  the  Notes,   if  any,  being  assigned.
Notwithstanding the foregoing provisions of this Section 10.1(a), any Lender may
at any time pledge the  Obligations  held by it and such  Lender's  rights under
this Agreement and the other  Transaction  Documents to a Federal  Reserve Bank,
and any Lender that is an investment fund may assign the Obligations  held by it
and  such  Lender's  rights  under  this  Agreement  and the  other  Transaction
Documents to another  investment  fund managed by the same  investment  advisor;
provided,  that no such  pledge to a Federal  Reserve  Bank shall  release  such
Lender from such Lender's  obligations  hereunder or under any other Transaction
Document.

     (b) Any participation by a Lender of all or any part of its Lender Facility
Limit shall be made with the understanding  that all amounts payable by Borrower
hereunder shall be determined as if that Lender had not sold such participation,
and that the holder of any such  participation  shall not be entitled to require
such Lender to take or omit to take any action hereunder except actions directly
affecting (i) any reduction in the principal amount of, or interest rate or Fees
payable with respect to, any Advance in which such holder participates, (ii) any
extension of the scheduled  amortization of the principal  amount of any Advance
in which such holder participates or the final maturity date thereof,  and (iii)
any  release  of all or  substantially  all of the  Collateral  (other  than  in
accordance with the terms of this Agreement, the Security Agreement or the other
Transaction  Documents).  Solely for purposes of Sections  2.9, 2.10 and 9 1 the
Borrower  acknowledges  and  agrees  that a  participation  shall give rise to a
direct  obligation of the Borrower to the participant and the participant  shall
be considered to be a "Lender".  Except as set forth in the preceding  sentence,
the Borrower shall not have any obligation or duty to any  participant.  Neither
the  Administrative  Agent  nor any  Lender  (other  than the  Lender  selling a
participation)  shall have any duty to any  participant and may continue to deal
solely with the Lender selling a participation as if no such sale had occurred.

     (c) Except as expressly  provided in this Section 10.1, no Lender shall, as
between the  Borrower  and that  Lender,  or the  Administrative  Agent and that
Lender, be relieved of any of its obligations hereunder as a result of any sale,
assignment,  transfer or negotiation of, or granting of participation in, all or
any part of the Net  Investment,  the  Notes or other  Obligations  owed to such
Lender.

     (d) The Borrower and the Servicer shall assist any Lender permitted to sell
assignments or participations  under this Section 10.1 as reasonably required to
enable  the  assigning  or  selling  Lender to  effect  any such  assignment  or
participation,  including the execution and delivery of any and all  agreements,
notes  and  other  documents  and  instruments  as shall be  requested  and,  if
requested  by  the  Administrative   Agent,  the  preparation  of  informational
materials for, and the  participation of management in meetings with,  potential
assignees or  participants.  The Borrower  and the  Servicer  shall  certify the
correctness,   completeness  and  accuracy  in  all  material  respects  of  all
descriptions  of the  Borrower and the  Servicer  and their  respective  affairs
contained in any selling  materials  provided by them and all other  information
provided by them and included in such materials.

     (e) Any Lender may furnish any  information  concerning  the Borrower,  any
Seller and the  Servicer in the  possession  of such Lender from time to time to
assignees and participants  (including  prospective assignees and participants).
As  a  condition  to  providing  informational  materials  to  any  assignee  or
participant,  Borrower may require that such  assignee or  participant  agree to
customary   provisions  to  protect  the   confidentiality  of  proprietary  and
non-public information.

     Section 10.2 Appointment of the Administrative Agent.

     (a)  Wachovia  Bank is hereby  appointed to act on behalf of all Lenders as
the  Administrative  Agent  under  this  Agreement  and  the  other  Transaction
Documents. The provisions of this Section 10.2 are solely for the benefit of the
Administrative  Agent and the Lenders and  neither  the  Borrower  nor any other
Person  shall  have  any  rights  as a  third  party  beneficiary  of any of the
provisions  hereof In performing  its functions and duties under this  Agreement
and the other Transaction  Documents,  the Administrative Agent shall act solely
as an agent of the  Lenders  and does not assume and shall not be deemed to have
assumed any obligation toward or relationship of agency or trust with or for the
Borrower or any other Person. The  Administrative  Agent shall have no duties or
responsibilities  except for those expressly set forth in this Agreement and the
other Transaction  Documents.  The duties of the  Administrative  Agent shall be
mechanical and administrative in nature and the  Administrative  Agent shall not
have, or be deemed to have, by reason of this Agreement,  any other  Transaction
Document or otherwise a fiduciary  relationship in respect of any Lender. Except
as expressly set forth in this  Agreement and the other  Transaction  Documents,
the Administrative  Agent shall not have any duty to disclose,  and shall not be
liable for failure to disclose,  any information relating to the Borrower or any
of its Subsidiaries  that is communicated to or obtained by Wachovia Bank or any
of its affiliates in any capacity.  Neither the Administrative  Agent nor any of
its  affiliates  nor any of their  respective  officers,  directors,  employees,
agents or representatives  shall be liable to any Lender for any action taken or
omitted to be taken by it hereunder or under any other Transaction  Document, or
in connection  herewith or therewith,  except for damages caused by its or their
own gross negligence or willful misconduct.

     (b) If  the  Administrative  Agent  shall  request  instructions  from  the
Required  Lenders  or all  affected  Lenders  with  respect to any act or action
(including  failure  to act) in  connection  with  this  Agreement  or any other
Transaction Document, then the Administrative Agent shall be entitled to refrain
from such act or taking such action  unless and until the  Administrative  Agent
shall have  received  instructions  from the  Required  Lenders or all  affected
Lenders,  as the case may be,  and the  Administrative  Agent  shall  not  incur
liability to any Person by reason of so  refraining.  The  Administrative  Agent
shall be fully justified in failing or refusing to take any action  hereunder or
under any other Transaction Document (i) if such action would, in the opinion of
the  Administrative  Agent, be contrary to law or the terms of this Agreement or
any other Transaction Document, (ii) if such action would, in the opinion of the
Administrative   Agent,   expose  the  Administrative   Agent  to  environmental
liabilities or (iii) if the Administrative  Agent shall not first be indemnified
to its  satisfaction  against any and all  liability  and  expense  which may be
incurred  by it by  reason  of taking  or  continuing  to take any such  action.
Without  limiting  the  foregoing,  no  Lender  shall  have any  right of action
whatsoever  against the  Administrative  Agent as a result of the Administrative
Agent acting or refraining from acting hereunder or under any other  Transaction
Document in accordance with the instructions of Required Lenders or all affected
Lenders, as applicable.

     Section 10.3 Administrative Agent's Reliance, Etc.

     Neither the Administrative Agent nor any of its affiliates nor any of their
respective  directors,  officers,  agents or  employees  shall be liable for any
action  taken or omitted to be taken by it or them under or in  connection  with
this Agreement or the other Transaction Documents,  except for damages caused by
its or their own gross  negligence or willful  misconduct.  Without limiting the
generality of the foregoing,  the Administrative  Agent: (a) may treat the payee
of any Note as the  holder  thereof  until  the  Administrative  Agent  receives
written notice of the assignment or transfer thereof signed by such payee and in
form reasonably  satisfactory to the Administrative  Agent; (b) may consult with
legal counsel,  independent  public accountants and other experts selected by it
and shall not be liable  for any  action  taken or  omitted to be taken by it in
good  faith in  accordance  with the  advice  of such  counsel,  accountants  or
experts;  (c) makes no warranty or representation to any Lender and shall not be
responsible to any Lender for any statements, warranties or representations made
in or in connection with this Agreement or the other Transaction Documents;  (d)
shall not have any duty to  ascertain  or to  inquire as to the  performance  or
observance of any of the terms, covenants or conditions of this Agreement or the
other  Transaction  Documents  on the part of the  Borrower  or to  inspect  the
Collateral  (including  the books and records);  (e) shall not be responsible to
any  Lender  for  the  due  execution,   legality,   validity,   enforceability,
genuineness,  sufficiency  or value of this  Agreement or the other  Transaction
Documents  or any other  instrument  or document  furnished  pursuant  hereto or
thereto;  and (f) shall incur no liability under or in respect of this Agreement
or  the  other  Transaction  Documents  by  acting  upon  any  notice,  consent,
certificate or other instrument or writing (which may be by telecopy,  telegram,
cable or telex)  believed  by it to be genuine  and signed or sent by the proper
party or parties.

     Section 10.4 Lender Credit Decision.

     Each Lender  acknowledges  that it has,  independently and without reliance
upon the  Administrative  Agent or any other Lender and based on the information
provided by the  Borrower and such other  documents  and  information  as it has
deemed  appropriate,  made its own credit and financial analysis of the Borrower
and its own decision to enter into this Agreement. Each Lender also acknowledges
that it will,  independently and without reliance upon the Administrative  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 credit decisions in taking or
not taking action under this Agreement.  Each Lender  acknowledges the potential
conflict  of  interest  of each  other  Lender  as a result of  Lenders  holding
disproportionate interests in the Net Investment, and expressly consents to, and
waives any claim based upon, such conflict of interest.

     Section 10.5 Indemnification.

     The Lenders agree to indemnify the Administrative  Agent (to the extent not
reimbursed  by the Borrower and without  limiting  the  obligations  of Borrower
hereunder),  ratably  according to their  respective  Pro Rata Shares,  from and
against  any and  all  liabilities,  obligations,  losses,  damages,  penalties,
actions,  judgments,  suits,  costs,  expenses or  disbursements  of any kind or
nature  whatsoever that may be imposed on, incurred by, or asserted  against the
Administrative  Agent in any way relating to or arising out of this Agreement or
any other Transaction Document or any action taken or omitted to be taken by the
Administrative Agent in connection therewith;  provided, that no Lender shall be
liable  for any  portion  of such  liabilities,  obligations,  losses,  damages,
penalties, actions, judgments, suits, costs, expenses or disbursements resulting
from the Administrative Agent's gross negligence or willful misconduct.  Without
limiting the foregoing, each Lender agrees to reimburse the Administrative Agent
promptly  upon  demand  for its  ratable  share of any  out-of  pocket  expenses
(including  reasonable  counsel fees)  incurred by the  Administrative  Agent in
connection   with  the   preparation,   execution,   delivery,   administration,
modification,  amendment or enforcement  (whether  through  negotiations,  legal
proceedings  or  otherwise)  of,  or  legal  advice  in  respect  of  rights  or
responsibilities  under, this Agreement and each other Transaction  Document, to
the extent that the Administrative  Agent is not reimbursed for such expenses by
the Borrower.

     Section 10.6 Successor Administrative Agent.

     The  Administrative  Agent may  resign at any time by giving  not less than
thirty (30) days' prior written  notice thereof to the Lenders and the Borrower.
Upon any such resignation,  the Required Lenders shall have the right to appoint
a successor  Administrative  Agent. If no successor  Administrative  Agent shall
have been so  appointed  by the Required  Lenders and shall have  accepted  such
appointment within thirty (30) days after the resigning  Administrative  Agent's
giving notice of resignation,  then the resigning  Administrative  Agent may, on
behalf of the Lenders,  appoint a successor Administrative Agent, which shall be
a Lender, if a Lender is willing to accept such appointment,  or otherwise shall
be a commercial  bank or financial  institution  or a subsidiary of a commercial
bank or financial  institution if such commercial bank or financial  institution
is  organized  under the laws of the  United  States of  America or of any State
thereof and has a combined capital and surplus of at least  $300,000,000.  If no
successor  Administrative  Agent has been  appointed  pursuant to the  foregoing
within thirty (30) days after the date such notice of  resignation  was given by
the resigning  Administrative Agent, such resignation shall become effective and
the  Required   Lenders  shall   thereafter   perform  all  the  duties  of  the
Administrative  Agent hereunder until such time, if any, as the Required Lenders
appoint a  successor  Administrative  Agent as  provided  above.  Any  successor
Administrative  Agent  appointed  by the  Required  Lenders  hereunder  shall be
subject to the approval of the Borrower,  such  approval not to be  unreasonably
withheld  or delayed;  provided  that such  approval  shall not be required if a
Termination  Event has occurred and is  continuing.  Upon the  acceptance of any
appointment as the Administrative Agent hereunder by a successor  Administrative
Agent,  such successor  Administrative  Agent shall succeed to and become vested
with  all  the  rights,   powers,   privileges   and  duties  of  the  resigning
Administrative  Agent.  Upon the earlier of the acceptance of any appointment as
the Administrative  Agent hereunder by a successor  Administrative  Agent or the
effective  date  of  the  resigning  Administrative  Agent's  resignation,   the
resigning   Administrative  Agent  shall  be  discharged  from  its  duties  and
obligations  under this Agreement and the other  Transaction  Documents,  except
that  any  indemnity   rights  or  other  rights  in  favor  of  such  resigning
Administrative Agent shall continue.  After any resigning Administrative Agent's
resignation  hereunder,  the  provisions of this Section 10.6 shall inure to its
benefit as to any actions taken or omitted to be taken by it while it was acting
as the  Administrative  Agent  under this  Agreement  and the other  Transaction
Documents.

     Section 10.7 Setoff and Sharing of Payments.

     In addition to any rights now or hereafter granted under applicable law and
not by way of limitation of any such rights,  upon the occurrence and during the
continuance of any Termination  Event,  each Lender is hereby  authorized at any
time or from  time to time,  without  notice  to the  Borrower  or to any  other
Person,  any such  notice  being  hereby  expressly  waived,  to  offset  and to
appropriate  and to apply any and all balances  held by it at any of its offices
for the account of the Borrower  (regardless  of whether such  balances are then
due to the  Borrower)  and any  other  properties  or assets at any time held or
owing by that  Lender or that  holder to or for the credit or for the account of
the Borrower  against and on account of any of the Obligations that are not paid
when due.  Subject to the  provisions of Section 2.11,  any Lender  exercising a
right of setoff or otherwise receiving any payment on account of the Obligations
in excess of its Pro Rata Share thereof  shall  purchase for cash (and the other
Lenders or holders shall sell) such  participations  in each such other Lender's
or holder's  Pro Rata Share of the  Obligations  as would be  necessary to cause
such Lender to share the amount so offset or otherwise  received with each other
Lender or holder in accordance with their respective Pro Rata Shares (other than
offset  rights  exercised  by any Lender  with  respect to Sections 2 9 2 10 and
9.1). The Borrower agrees,  to the fullest extent permitted by law, that (a) any
Lender may exercise its right to offset with respect to amounts in excess of its
Pro Rata Share of the Obligations and may sell participations in such amounts so
offset  to  other  Lenders  and  holders  and (b) any  Lender  so  purchasing  a
participation in the Advances made or other Obligations held by other Lenders or
holders  may  exercise  all fights of offset,  bankers'  lien,  counterclaim  or
similar rights with respect to such  participation as fully as if such Lender or
holder were a direct holder of the Net Investment  and the other  Obligations in
the amount of such participation.  Notwithstanding the foregoing,  if all or any
portion  of the  offset  amount or  payment  otherwise  received  is  thereafter
recovered  from the Lender that has exercised the right of offset,  the purchase
of  participations  by that Lender  shall be rescinded  and the  purchase  price
restored without interest.

     Section 10.8 Advances; Payments; Non-Funding Lenders; Information;  Actions
in Concert.

     (a) Advances; Payments.

          (i) Each Lender shall make the amount of such  Lender's Pro Rata Share
     of each Advance available to the Administrative  Agent in same day funds by
     wire  transfer  to the  Administrative  Agent's  account  as set  forth  in
     Schedule 10.8(a) not later than 11:00 a.m. (Charlotte, North Carolina time)
     on the related  Funding Date.  After receipt of such wire transfers (or, in
     the  Administrative  Agent's sole  discretion,  before receipt of such wire
     transfers),  subject to the terms hereof,  the  Administrative  Agent shall
     make the  requested  Advance to the  Borrower.  All payments by each Lender
     shall be made without setoff, counterclaim or deduction of any kind.

          (ii) On each Payment Date, the Administrative  Agent shall advise each
     Lender by telephone,  facsimile,  e-mail, or telecopy of the amount of such
     Lender's  Pro  Rata  Share of  principal,  interest  and Fees  paid for the
     benefit of Lenders with respect to the Net Investment  and Lender  Facility
     Limit.  Provided  that such  Lender  has funded all  payments  or  Advances
     required to be made by it under this  Agreement  and the other  Transaction
     Documents, the Administrative Agent shall pay (or cause to be paid) to each
     Lender such Lender's Pro Rata Share of principal, interest and Fees paid by
     the Borrower on such  Payment  Date for the benefit of such Lender.  To the
     extent that any Lender (a "Non-Funding Lender") has failed to fund all such
     payments and Advances,  the  Administrative  Agent shall be entitled to set
     off the funding short-fall against that Non-Funding Lender's Pro Rata Share
     of all payments received from the Borrower.  Such payments shall be made by
     wire transfer to such Lender's  account (as specified by such Lender in the
     applicable Assignment Agreement) not later than 2:00 p.m. (Charlotte, North
     Carolina time) on the next Business Day following each Payment Date.

     (b) Availability of Lender's Pro Rata Share. The  Administrative  Agent may
assume that each Lender will make its Pro Rata Share of each  Advance  available
to the Administrative Agent on each Funding Date. If such Pro Rata Share is not,
in  fact,  paid  to the  Administrative  Agent  by such  Lender  when  due,  the
Administrative Agent will be entitled to recover such amount on demand from such
Lender  without  setoff,  counterclaim  or deduction of any kind.  If any Lender
fails to pay the amount of its Pro Rata Share forthwith upon the  Administrative
Agent's demand, the Administrative  Agent shall promptly notify the Borrower and
the Borrower shall  immediately repay such amount to the  Administrative  Agent.
Nothing in this  Section  10.7(b) or  elsewhere  in this  Agreement or the other
Transaction  Documents  shall be deemed to require the  Administrative  Agent to
advance  funds on  behalf  of any  Lender  or to  relieve  any  Lender  from its
obligation to make its Pro Rata Share of Advances  hereunder or to prejudice any
rights that the  Borrower may have against any Lender as a result of any default
by such Lender hereunder.  To the extent that the Administrative  Agent advances
funds to the Borrower on behalf of any Lender and is not reimbursed  therefor on
the same Business Day as such Advance is made, the Administrative Agent shall be
entitled to retain for its account all interest  accrued on such  Advance  until
reimbursed by the applicable Lender.

     (c) Return of Payments.

          (i) If the Administrative  Agent pays an amount to a Lender under this
     Agreement in the belief or expectation  that a related  payment has been or
     will be received by the  Administrative  Agent from the  Borrower  and such
     related  payment is not  received  by the  Administrative  Agent,  then the
     Administrative  Agent will be  entitled  to recover  such  amount from such
     Lender on demand without setoff, counterclaim or deduction of any kind.

          (ii) If the  Administrative  Agent  determines  at any  time  that any
     amount  received by the  Administrative  Agent under this Agreement must be
     returned  to the  Borrower  or paid to any  other  Person  pursuant  to any
     insolvency  law or  otherwise,  then,  notwithstanding  any  other  term or
     condition  of  this  Agreement  or  any  other  Transaction  Document,  the
     Administrative Agent will not be required to distribute any portion thereof
     to any Lender.  In addition,  each Lender will repay to the  Administrative
     Agent on demand any portion of such amount  that the  Administrative  Agent
     has  distributed  to such Lender,  together  with interest at such rate, if
     any, as the Administrative Agent is required to pay to the Borrower or such
     other Person, without setoff, counterclaim or deduction of any kind.

     (d) Non-Funding  Lenders. The failure of any Non-Funding Lender to make any
Advance or any  payment  required by it  hereunder  to be made by it on the date
specified  therefor  shall not relieve any other Lender (each such other Lender,
an "Other  Lender") of its  obligations  to make such Advance on such date,  but
neither any Other Lender nor the  Administrative  Agent shall be responsible for
the  failure  of  any  Non-Funding  Lender  to  make  an  Advance,   purchase  a
participation  or make any other  payment  required  hereunder.  Notwithstanding
anything set forth herein to the contrary,  a Non-Funding  Lender shall not have
any voting or consent fights under or with respect to any  Transaction  Document
or  constitute  a "Lender"  (or be  included  in the  calculation  of  "Required
Lenders"  hereunder)  for any voting or consent  rights under or with respect to
any Transaction Document. At the Borrower's request, the Administrative Agent or
a Person reasonably  acceptable to the Administrative Agent shall have the right
with the Administrative  Agent's consent and in the Administrative  Agent's sole
discretion  (but shall have no  obligation)  to  purchase  from any  Non-Funding
Lender,  and each Non-Funding Lender agrees that it shall, at the Administrative
Agent's request, sell and assign to the Administrative Agent or such Person, all
of the Lender Facility Limit of that  Non-Funding  Lender for an amount equal to
the principal balance of the Net Investment held by such Non-Funding  Lender and
all accrued  interest  and fees with respect  thereto  through the date of sale,
such  purchase  and sale to be  consummated  pursuant to an executed  Assignment
Agreement.

     (e)  Dissemination  of  Information.  The  Administrative  Agent  shall use
reasonable  efforts to provide Lenders with any notice of any Termination  Event
received by the  Administrative  Agent from, or delivered by the  Administrative
Agent  to,  the  Borrower,  with  notice of any  Termination  Event of which the
Administrative  Agent has  actually  become  aware and with notice of any action
taken by the  Administrative  Agent following any Termination  Event;  provided,
that the Administrative  Agent shall not be liable to any Lender for any failure
to do so,  except  to the  extent  that  such  failure  is  attributable  to the
Administrative  Agent's gross negligence or willful misconduct.  With respect to
any financial statements or collateral reports that the Borrower may be required
to provide to the  Administrative  Agent in accordance with this Agreement,  the
Lenders  agree that the  Administrative  Agent shall have no duty to provide the
same to the Lenders.

     (f)  Actions  in  Concert.  Anything  in  this  Agreement  to the  contrary
notwithstanding, each Lender hereby agrees with each other Lender that no Lender
shall  take any action to protect  or  enforce  its rights  arising  out of this
Agreement or the Notes (including exercising any fights of setoff) without first
obtaining the prior written consent of the Administrative Agent and the Required
Lenders,  it being the  intent of  Lenders  that any such  action to  protect or
enforce  rights under this Agreement and the Notes shall be taken in concert and
at the direction or with the consent of the Administrative Agent or the Required
Lenders.

     Section 10.9 Wachovia Bank and Affiliates.

     Wachovia Bank and its  Affiliates  may make loans to, accept  deposits from
and generally  engage in any kind of business with the Borrower or any Affiliate
of the Borrower as though it were not the  Administrative  Agent  hereunder  and
without any duty to account therefor to the Lenders.  With respect to its Lender
Facility Limit and Pro Rata Share of the Net Investment hereunder, Wachovia Bank
shall  have the same  fights  and  powers  under  this  Agreement  and the other
Transaction  Documents  as any other  Lender and may exercise the same as though
Wachovia  Bank  were not the  Administrative  Agent;  and the term  "Lender"  or
"Lenders" shall, unless otherwise expressly indicated,  include Wachovia Bank in
its  individual  capacity.  Wachovia Bank and its Affiliates may accept fees and
other  consideration  from the  Borrower for  services in  connection  with this
Agreement or otherwise  without having to account for the same to Lenders,  Each
Lender  acknowledges and consents to the potential  conflict of interest between
Wachovia Bank as a Lender  holding  disproportionate  interests in the Facility,
and Wachovia Bank as the Administrative Agent.

                                   Article XI

                                 Miscellaneous

     Section 11.1 Notices, etc.

     All notices and other  communications  provided for hereunder shall, unless
otherwise  stated  herein,  be in writing  (including  telex  communication  and
communication by facsimile copy) and mailed, telexed,  transmitted or delivered,
as to each  party  hereto,  at its  address  set  forth  under  its  name on the
signature pages hereof or specified in such party's  Assignment  Agreement or at
such other address as shall be  designated by such party in a written  notice to
the  other  parties  hereto.  All  such  notices  and  communications  shall  be
effective,  upon  receipt,  or in the case of (a) notice by mail,  five (5) days
after being  deposited  in the United  States mail or upon  receipt if delivered
certified  mail,  first  class  postage  prepaid or by a  nationally  recognized
overnight delivery service, (b) notice by telex, when telexed against receipt of
answer back, or (c) notice by facsimile copy, when oral or written communication
of receipt is  obtained,  except  that  notices and  communications  pursuant to
Article II shall not be effective until received with respect to any notice sent
by mail or telex.

     Section 11.2 Successors and Assigns.

     This Agreement shall be binding upon the Borrower and each Lender and their
respective  successors  and  assigns  and  shall  inure  to the  benefit  of the
Borrower, the Lenders and their respective successors and assigns; provided that
the Borrower shall not assign any of its rights or obligations hereunder without
the prior written consent of the Administrative Agent and the Required Lenders.

     Section 11.3 Amendments and Waivers.

     (a) Except for actions  expressly  permitted to be taken by  Administrative
Agent,  no amendment,  modification,  termination  or waiver of any provision of
this  Agreement  or  any  other  Transaction  Document,  or any  consent  to any
departure by the Borrower,  the Servicer or any Seller  therefrom,  shall in any
event be  effective  unless  the same  shall be in  writing  and  signed  by the
Administrative Agent, the Borrower,  and by the Required Lenders or all affected
Lenders, as applicable.  Except as set forth in Section 11.3 (b) below, all such
amendments, modifications,  terminations or waivers requiring the consent of any
Lender shall require the written consent of the Required Lenders.

     (b) No amendment,  modification,  termination  or waiver of or consent with
respect to any  provision  of this  Agreement  that waives  compliance  with the
conditions precedent set forth in Section 3.2 to the making of any Advance shall
be   effective   unless  the  same  shall  be  in  writing  and  signed  by  the
Administrative  Agent,  the Required  Lenders and the Borrower.  Notwithstanding
anything contained in this Agreement to the contrary,  no waiver or consent with
respect  to any  Termination  Event  shall  be  effective  for  purposes  of the
conditions  precedent  to the making of Advances set forth in Section 3.2 unless
the same  shall be in  writing  and  signed  by the  Administrative  Agent,  the
Required Lenders and the Borrower.

     Section 11.4 Costs, Expenses and Taxes.

     In addition to the rights of indemnification  granted to the Administrative
Agent, the Lenders and their respective  Affiliates under Article IX hereof, the
Borrower  agrees to pay on demand all costs and  expenses of the  Administrative
Agent, the Lenders, and their respective  Affiliates,  successors or assigns, if
any (including  reasonable  counsel fees and  expenses),  incurred in connection
with the enforcement, administration (including periodic auditing), amendment or
modification  of, or any  waiver or  consent  issued in  connection  with,  this
Agreement  and any other  Transaction  Document  and the other  documents  to be
delivered hereunder or thereunder,  or in connection herewith or therewith.  Any
amounts  subject to the provisions of this section shall be paid by the Borrower
to the  Administrative  Agent  within  ten  (10)  Business  Days  following  the
Administrative Agent's demand therefor.

     Section 11.5 Setoff.

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

     Section 11.6 Recourse Against Certain Parties.

     No recourse under or with respect to any obligation,  covenant or agreement
(including,   without  limitation,   the  payment  of  any  fees  or  any  other
obligations)  of any Secured  Party as contained in this  Agreement or any other
agreement,  instrument  or document  entered  into by it  pursuant  hereto or in
connection herewith shall be had against any administrator of such Secured Party
or any incorporator,  affiliate,  stockholder,  officer, employee or director of
such Secured Party or of any such administrator,  as such, by the enforcement of
any assessment or by any legal or equitable proceeding, by virtue of any statute
or otherwise;  it being  expressly  agreed and understood that the agreements of
such Secured Party contained in this Agreement and all of the other  agreements,
instruments  and documents  entered into by it pursuant  hereto or in connection
herewith  are, in each case,  solely the corporate  obligations  of such Secured
Party, and that no personal liability  whatsoever shall attach to or be incurred
by any  administrator  of such Secured Party or any  incorporator,  stockholder,
affiliate,  officer,  employee or director of such Secured  Party or of any such
administrator,  as such, or any other of them,  under or by reason of any of the
obligations,  covenants or agreements  of such Secured  Party  contained in this
Agreement or in any other such instruments, documents or agreements, or that are
implied  therefrom,  and  that any and all  personal  liability  of  every  such
administrator  of  such  Secured  Party  and  each  incorporator,   stockholder,
affiliate,  officer,  employee or director of such Secured  Party or of any such
administrator,  or any of them,  for breaches by such Secured  Party of any such
obligations, covenants or agreements, which liability may arise either at common
law or at equity, by statute or constitution,  or otherwise, is hereby expressly
waived  as a  condition  of and in  consideration  for  the  execution  of  this
Agreement.  The provisions of this Section 11.6 shall survive the termination of
this Agreement.

     Section 11.7 Further Assurances.

     The  Borrower  agrees to do such further acts and things and to execute and
deliver to the  Administrative  Agent such additional  assignments,  agreements,
powers and instruments as are required by the Administrative Agent or any Lender
to carry into effect the purposes of this Agreement or the Security Agreement or
to better  assure and confirm  unto the  Administrative  Agent or any Lender its
rights, powers and remedies hereunder or under any other Transaction Document.

     Section 11.8 Governing Law. Consent to Jurisdiction: Waiver of Objection to
Venue.

     EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN ANY OF THE TRANSACTION DOCUMENTS,
IN  ALL  RESPECTS,   INCLUDING  ALL  MATTERS  OF   CONSTRUCTION,   VALIDITY  AND
PERFORMANCE, THE TRANSACTION DOCUMENTS AND THE OBLIGATIONS SHALL BE GOVERNED BY,
AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF
NEW YORK  APPLICABLE  TO  CONTRACTS  MADE AND  PERFORMED  IN THAT  STATE AND ANY
APPLICABLE  LAWS OF THE UNITED STATES OF AMERICA.  THE BORROWER  HEREBY CONSENTS
AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN NEW YORK COUNTY,  CITY OF
NEW YORK, NEW YORK SHALL HAVE EXCLUSIVE  JURISDICTION  TO HEAR AND DETERMINE ANY
CLAIMS OR  DISPUTES  BETWEEN  THE  BORROWER,  THE  ADMINISTRATIVE  AGENT AND THE
LENDERS  PERTAINING TO THIS AGREEMENT OR ANY OF THE OTHER TRANSACTION  DOCUMENTS
OR TO ANY MATTER  ARISING  OUT OF OR RELATING  TO THIS  AGREEMENT  OR ANY OF THE
OTHER  TRANSACTION  DOCUMENTS;  PROVIDED,  THAT THE  ADMINISTRATIVE  AGENT,  THE
LENDERS AND THE BORROWER ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE
TO BE HEARD BY A COURT  LOCATED  OUTSIDE OF NEW YORK COUNTY;  PROVIDED  FURTHER,
THAT  NOTHING  IN THIS  AGREEMENT  SHALL BE DEEMED OR OPERATE  TO  PRECLUDE  THE
ADMINISTRATIVE  AGENT FROM  BRINGING  SUIT OR TAKING  OTHER LEGAL  ACTION IN ANY
OTHER  JURISDICTION  TO REALIZE ON THE  COLLATERAL OR ANY OTHER SECURITY FOR THE
OBLIGATIONS,  OR TO  ENFORCE A  JUDGMENT  OR OTHER  COURT  ORDER IN FAVOR OF THE
ADMINISTRATIVE  AGENT. THE BORROWER EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO
SUCH  JURISDICTION  IN ANY ACTION OR SUIT  COMMENCED IN ANY SUCH COURT,  AM) THE
BORROWER  HEREBY WANES ANY OBJECTION  THAT THE BORROWER MAY HAVE BASED UPON LACK
OF PERSONAL  JURISDICTION,  IMPROPER  VENUE OR FORUM NON  CONVENIENS  AND HEREBY
CONSENTS  TO THE  GRANTING  OF SUCH  LEGAL  OR  EQUITABLE  RELIEF  AS IS  DEEMED
APPROPRIATE BY SUCH COURT.  THE BORROWER  HEREBY WANES  PERSONAL  SERVICE OF THE
SUMMONS,  COMPLAINT  AND' OTHER  PROCESS  ISSUED IN ANY SUCH  ACTION OR SUIT AND
AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINTS AND OTHER PROCESS MAY BE MADE BY
REGISTERED OR CERTIFIED  MAIL ADDRESSED TO THE BORROWER AT THE ADDRESS SET FORTH
ON ITS SIGNATURE PAGE HERETO AND THAT SERVICE SO MADE SHALL BE DEEMED  COMPLETED
UPON THE  EARLIER OF THE  BORROWER'S  ACTUAL  RECEIPT  THEREOF OR THREE (3) DAYS
AFTER DEPOSIT IN THE UNITED STATES MAILS, PROPER POSTAGE PREPAID.

     Section 11.9 Waiver of Jury Trial.

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

     Section 11.10 Execution in Counterparts; Severability: Integration.

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

<PAGE>

     Section 11.11 Headings.

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

<PAGE>

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

THE BORROWER:                          UAC FUNDING FACILITY CORPORATION,
                                         as Borrower

                                       By: /s/ Melanie S. Otto
                                          --------------------------------------
                                          Melanie S. Otto
                                          Vice President & Secretary

                                       Address:
                                       250 North Shadeland Avenue
                                       Indianapolis, Indiana 46219
                                       Attention:   Melanie S. Otto
                                       Facsimile:   (317) 231-7926
                                       Telephone:   (317) 231-7939



SERVICER:                              UNION ACCEPTANCE CORPORATION,
                                         as Servicer


                                       By: /s/ Ashley A. Vukovits
                                          --------------------------------------
                                          Ashley A. Vukovits
                                          Vice President of Finance

                                       Address:
                                       250 North Shadeland Avenue
                                       Indianapolis, Indiana 46219
                                       Attention:   Ashley A. Vukovits
                                       Facsimile:   (317) 231-7926
                                       Telephone:   (317) 231-7934


ADMINISTRATIVE AGENT:                  WACHOVIA BANK, NATIONAL ASSOCIATION,
                                         as Administrative Agent


                                       By: /s/ John A. Foxgrover
                                          --------------------------------------
                                          John A. Foxgrover
                                          Director

                                       Address:
                                       One Wachovia Center, TW-9
                                       301 South College Street
                                       Charlotte, North Carolina 28288
                                       Attention:    John Foxgrover
                                       Facsimile:    (704) 383-1085
                                       Telephone:    (704) 383-8437


LENDER:                                WACHOVIA BANK, NATIONAL ASSOCIATION,
                                         as a Lender


                                       By: /s/Jane W. Workman
                                          --------------------------------------
                                          Jane W. Workman
                                          Senior Vice President


                                       Address:
                                       One Wachovia Center, TW-9
                                       301 South College Street
                                       Charlotte, North Carolina 28288
                                       Attention:  Bill A. Shirley, Jr.
                                       Facsimile:  (704) 374-3254
                                       Telephone:  (704) 374-4001



DEAL AGENT AND STRUCTURING AGENT       FIRST UNION SECURITIES, INC.,
                                         as Deal Agent and as Structuring Agent


                                       By: /s/ Prakash R. Wadhwani
                                          --------------------------------------
                                          Prakash R. Wadhwani
                                          Vice President


                                       Address:
                                       One Wachovia Center, TW-9
                                       301 South College Street
                                       Charlotte, North Carolina 28288
                                       Attention:   Prakash Wadhwani
                                       Facsimile:   (704) 383-1085
                                       Telephone:   (704) 374-3455