0001162318-05-001030 Sample Contracts

PURCHASE AGREEMENT between UPFC AUTO RECEIVABLES CORP., as Transferor and ACE SECURITIES CORP., as Purchaser Dated October 31, 2005
Purchase Agreement • November 22nd, 2005 • UPFC Auto Receivables Trust 2005-B • Asset-backed securities • New York

THIS PURCHASE AGREEMENT (as from time to time amended, supplemented or otherwise modified and in effect, this “Agreement”) is made as of this 31st day of October, 2005, by and between UPFC AUTO RECEIVABLES CORP., a California corporation (the “Transferor”), and ACE SECURITIES CORP., a Delaware corporation (the “Purchaser”).

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SALE AGREEMENT between UNITED AUTO CREDIT CORPORATION, as Seller and UPFC AUTO RECEIVABLES CORP., as Purchaser Dated October 31, 2005
Sale Agreement • November 22nd, 2005 • UPFC Auto Receivables Trust 2005-B • Asset-backed securities • California

THIS SALE AGREEMENT (as from time to time amended, supplemented or otherwise modified and in effect, this “Agreement”) is made as of this 31st day of October, 2005 by and between UNITED AUTO CREDIT CORPORATION, a California corporation (in such capacity and for purposes of this Agreement only, the “Seller”), and UPFC AUTO RECEIVABLES CORP., a California corporation (in such capacity and for purposes of this Agreement only, the “Purchaser”).

SPREAD ACCOUNT AGREEMENT among UPFC AUTO RECEIVABLES TRUST 2005-B, as Issuer, and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee, as Trust Collateral Agent and as Collateral Agent Dated as of October 31, 2005
Spread Account Agreement • November 22nd, 2005 • UPFC Auto Receivables Trust 2005-B • Asset-backed securities • New York

This SPREAD ACCOUNT AGREEMENT, dated as of October 31, 2005 (this “Agreement”), is among UPFC AUTO RECEIVABLES TRUST 2005-B, as issuer (the “Issuer”), XL CAPITAL ASSURANCE INC., as insurer (the “Insurer”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, as trustee (in such capacity, the “Trustee”), as trust collateral agent (in such capacity the “Trust Collateral Agent”) and as collateral agent (in such capacity, the “Collateral Agent”).

AMENDED AND RESTATED TRUST AGREEMENT between ACE SECURITIES CORP. Seller and WELLS FARGO DELAWARE TRUST COMPANY Owner Trustee Dated as of October 31, 2005
Trust Agreement • November 22nd, 2005 • UPFC Auto Receivables Trust 2005-B • Asset-backed securities • Delaware
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