0001162318-05-000306 Sample Contracts

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PURCHASE AGREEMENT between UPFC AUTO RECEIVABLES CORP., as Transferor and ACE SECURITIES CORP., as Purchaser Dated March 31, 2005
Purchase Agreement • April 26th, 2005 • UPFC Auto Receivables Trust 2005-A • 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 March, 2005, by and between UPFC AUTO RECEIVABLES CORP., a California corporation (the “Transferor”), and ACE SECURITIES CORP., a Delaware corporation (the “Purchaser”).

SALE AGREEMENT between UNITED AUTO CREDIT CORPORATION, as Seller and UPFC AUTO RECEIVABLES CORP., as Purchaser Dated March 31, 2005
Sale Agreement • April 26th, 2005 • UPFC Auto Receivables Trust 2005-A • 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 March, 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-A, as Issuer, AMBAC ASSURANCE CORPORATION, as Insurer, and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee, as Trust Collateral Agent and as Collateral Agent Dated as of April 14, 2005
Spread Account Agreement • April 26th, 2005 • UPFC Auto Receivables Trust 2005-A • Asset-backed securities • New York

This SPREAD ACCOUNT AGREEMENT, dated as of April 14, 2005 (this "Agreement"), is among UPFC AUTO RECEIVABLES TRUST 2005-A, as issuer (the "Issuer"), AMBAC ASSURANCE CORPORATION, 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 March 31, 2005
Trust Agreement • April 26th, 2005 • UPFC Auto Receivables Trust 2005-A • Asset-backed securities • Delaware
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