EXECUTION
        VERSION

    

     

    INSURANCE
      AND INDEMNITY AGREEMENT

    Dated
      as
      of November 1, 2007

     

    AMBAC
      ASSURANCE CORPORATION,

    as
      Insurer,

     

    UPFC
      AUTO
      RECEIVABLES TRUST 2007-B,

    as
      Issuing Entity,

     

    UNITED
      AUTO CREDIT CORPORATION,

    as
      Servicer,

     

    UPFC
      AUTO
      FINANCING CORPORATION,

    as
      Seller,

     

    and

     

    DEUTSCHE
      BANK TRUST COMPANY AMERICAS,

    as
      Indenture Trustee, Trust Collateral Agent and Backup Servicer

     

    UPFC
      Auto
      Receivables Trust 2007-B

    Class
      A
      Asset Backed Notes

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TABLE
      OF CONTENTS

     

    
      	 	 	
              Page

            
	
              ARTICLE
                I

            
	 	 	 
	
              DEFINITIONS

            
	 	 
	
              Section
                1.1

            	
              Defined
                Terms

            	
              3

            
	
              Section
                1.2

            	
              Other
                Definitional Provisions

            	
              8

            
	 	 
	
              ARTICLE
                II

            
	 	 
	
              REPRESENTATIONS,
                WARRANTIES AND COVENANTS

            
	 	 	 
	
              Section
                2.1

            	
              Representations
                and Warranties of UACC, the Seller and the Trust

            	
              8

            
	
              Section
                2.2

            	
              Representations
                and Warranties of the Seller

            	
              9

            
	
              Section
                2.3

            	
              Representations
                and Warranties of the Insurer

            	
              9

            
	
              Section
                2.4

            	
              Affirmative
                Covenants of UACC, the Seller and the Trust

            	
              10

            
	
              Section
                2.5

            	
              Affirmative
                Covenants of the Seller

            	
              15

            
	
              Section
                2.6

            	
              Negative
                Covenants of UACC, the Seller and the Trust

            	
              16

            
	 	 	 
	
              ARTICLE
                III

            
	 	 	 
	
              THE
                AMBAC POLICY; REIMBURSEMENT

            
	 	 	 
	
              Section
                3.1

            	
              Issuance
                of the Ambac Policy

            	
              17

            
	
              Section
                3.2

            	
              Payment
                of Fees and Premium.

            	
              18

            
	
              Section
                3.3

            	
              Reimbursement
                Obligation

            	
              19

            
	
              Section
                3.4

            	
              Indemnification

            	
              20

            
	
              Section
                3.5

            	
              Payment
                Procedure

            	
              24

            
	
              Section
                3.6

            	
              Subrogation

            	
              24

            
	 	 	 
	
              ARTICLE
                IV

            
	 	 	 
	
              FURTHER
                AGREEMENTS

            
	 	 	 
	
              Section
                4.1

            	
              Effective
                Date; Term of the Insurance Agreement

            	
              24

            
	
              Section
                4.2

            	
              Further
                Assurances and Corrective Instruments

            	
              24

            
	
              Section
                4.3

            	
              Obligations
                Absolute

            	
              25

            
	
              Section
                4.4

            	
              Assignments;
                Reinsurance; Third-Party Rights

            	
              26

            
	
              Section
                4.5

            	
              Liability
                of the Insurer

            	
              27

            
	
              Section
                4.6

            	
              Regulation
                AB

            	
              27

            
	
              Section
                4.7

            	
              Rights
                and Remedies

            	
              28

            


    

     

    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

     

    
      	
              ARTICLE
                V

            
	 	 	 
	
              DEFAULTS
                AND REMEDIES

            
	
              Section
                5.1

            	
              Defaults

            	
              29

            
	
              Section
                5.2

            	
              Remedies;
                No Remedy Exclusive

            	
              31

            
	
              Section
                5.3

            	
              Waivers

            	
              31

            
	 	 	 
	
              ARTICLE
                VI

            
	 	 	 
	
              MISCELLANEOUS

            
	 	 
	
              Section
                6.1

            	
              Amendments,
                Etc

            	
              31

            
	
              Section
                6.2

            	
              Notices

            	
              32

            
	
              Section
                6.3

            	
              Severability

            	
              33

            
	
              Section
                6.4

            	
              Governing
                Law

            	
              34

            
	
              Section
                6.5

            	
              Consent
                to Jurisdiction

            	
              34

            
	
              Section
                6.6

            	
              Consent
                of the Insurer

            	
              35

            
	
              Section
                6.7

            	
              Counterparts

            	
              35

            
	
              Section
                6.8

            	
              Headings

            	
              35

            
	
              Section
                6.9

            	
              Trial
                by Jury Waived

            	
              35

            
	
              Section
                6.10

            	
              Limited
                Liability

            	
              35

            
	
              Section
                6.11

            	
              Entire
                Agreement; Facsimile Signatures

            	
              35

            
	
              Section
                6.12

            	
              Indenture
                Trustee

            	
              35

            
	
              Section
                6.13

            	
              Third
                Party Beneficiary

            	
              36

            
	
              Section
                6.14

            	
              No
                Proceedings

            	
              36

            
	
              Section
                6.15

            	
              Limitation
                of Owner Trustee Liability

            	
              36

            
	
              Section
                6.16

            	
              Limitation
                of Indenture Trustee, Trust Collateral Agent and Backup Servicer
                Liability

            	
              36

            


    

     

    
      EXHIBITS

       

    

    
      	
              EXHIBIT
                A

            	
              Form
                of Ambac Policy

            	
              A-1

            


    

     

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    


    INSURANCE
      AND INDEMNITY AGREEMENT (as it may be amended, modified or supplemented from
      time to time, this “Insurance
      Agreement”),
      dated
      as of November 1, 2007, by and among AMBAC ASSURANCE CORPORATION, as Insurer
      (the “Insurer”),
      UPFC
      AUTO RECEIVABLES TRUST 2007-B, as Issuing Entity (the “Issuing
      Entity”),
      UNITED AUTO CREDIT CORPORATION (“UACC”),
      as
      Servicer (the “Servicer”),
      UPFC
      AUTO FINANCING CORPORATION, as Seller (the “Seller”)
      and
      DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee (the “Indenture
      Trustee”),
      Trust
      Collateral Agent and Backup Servicer.

     

    PRELIMINARY
      STATEMENTS

     

    A. The
      Indenture, dated as of November 1, 2007 (the “Indenture”),
      by
      and between the Issuing Entity and Deutsche Bank Trust Company Americas, as
      Indenture Trustee, provides for, among other things, the issuance of the UPFC
      Auto Receivables Trust 2007-B Class A Asset Backed Notes.

     

    B. The
      parties hereto desire that the Insurer issue the Ambac Policy to the Indenture
      Trustee for the benefit of the Holders and to, among other things, specify
      the
      conditions precedent thereto, the premium in respect thereof and the indemnity,
      reimbursement, reporting and other obligations of the parties hereto other
      than
      the Insurer in consideration thereof.

     

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

     

    ARTICLE
      I

     

    DEFINITIONS

     

    Section
      1.1 Defined
      Terms.
      Capitalized terms used in this Insurance Agreement shall have the meanings
      set
      forth below. Unless the context clearly requires otherwise, all capitalized
      terms used but not defined herein shall have the respective meanings assigned
      to
      them in the Ambac Policy or, if not defined therein, in the Indenture or, if
      not
      defined therein, in the Sale and Servicing Agreement, or, if not defined
      therein, in the Spread Account Agreement, each as described below.

     

    “Affiliate”
means,
      with respect to any specified Person, any other Person controlling or controlled
      by or under common control with such specified Person. For the purposes of
      this
      definition, “control” when used with respect to any Person means the power to
      direct the management and policies of such Person, directly or indirectly,
      whether through the ownership of voting securities, by contract or otherwise;
      and the terms “controlling” and “controlled” have meanings correlative to the
      foregoing.

     

    “Ambac”
means
      Ambac Assurance Corporation, a Wisconsin domiciled stock insurance
      corporation.

     

    “Ambac
      Policy”
means
      the Note Guaranty Insurance Policy No. AB1119BE, dated November 8, 2007,
      including any endorsements thereto, issued by the Insurer to the Indenture
      Trustee with respect to the Class A Notes, for the benefit of the Holders,
      in
      the form attached as Exhibit
      A
      to this
      Insurance Agreement.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    “Certificate”
means
      the trust certificate evidencing the beneficial interest of the
      Certificateholder in the Issuing Entity.

     

    “Change
      in Control”
means,
      with respect to UPFC, (1) (a) the sale or other disposition, or the approval
      by
      the stockholders of UPFC of a sale or other disposition, of all or substantially
      all of the assets of UPFC in the aggregate, whether pursuant to a single
      transaction or pursuant to a series of transactions to a person (the
“Asset
      Buyer”)
      other
      than an Approved Purchaser (determined by the Insurer); (b) any “person” (as
      defined in the Securities Exchange Act) other than an Approved Purchaser becomes
      the “beneficial owner” (as defined in Rule 13d 3 under the Securities Exchange
      Act), directly or indirectly, of securities of UPFC representing fifty one
      (51%)
      or more of the combined voting power of UPFC’s then outstanding securities (such
      new beneficial owner, the “New
      Owner”);
      (c)
      the stockholders of UPFC approve a merger or consolidation of UPFC with any
      other corporation, other than a merger or consolidation with an Approved
      Purchaser or a merger or consolidation which would result in the voting
      securities of UPFC outstanding immediately prior thereto continuing to represent
      (either by remaining outstanding or by being converted into voting securities
      of
      the surviving entity) more than fifty percent (50%) of the combined voting
      power
      of the voting securities of UPFC or such surviving entity outstanding
      immediately after such merger or consolidation (the surviving entity being
      the
“Surviving
      Entity”);
      or
      (d) the stockholders of UPFC approve a plan of complete liquidation of UPFC
      (the
      person receiving the liquidated assets being the “Resulting
      Entity”)
      other
      than into an Approved Purchaser or a person or persons who beneficially own,
      directly or indirectly, at least fifty percent (50%) or more of the combined
      voting power of the outstanding voting securities of UPFC immediately prior
      to
      the time of the liquidation; unless (2) the Asset Buyer, UPFC, the Surviving
      Entity or the Resulting Entity (each a “Successor”),
      in
      clause (1)(a), (b), (c) or (d) respectively and as the case may be, after giving
      effect to the relevant transaction, (a) is an Approved Purchaser. 

     

    “Charter
      Documents”
means,
      with respect to any Transaction Party, such entity’s organizational documents,
      including its trust agreement, certificate of trust, memorandum of association,
      articles of organization, certificate or articles of incorporation, by laws
      and/or operating agreement.

     

    “Class
      A Notes”
means
      the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes.

     

    “Class
      A-1 Notes”
means
      the Class A-1 4.98685% Asset Backed Notes, issued pursuant to the Indenture
      and
      substantially in the form attached as an Exhibit to the Indenture.

     

    “Class
      A-2 Notes”
means
      the Class A-2 5.75% Asset Backed Notes, issued pursuant to the Indenture and
      substantially in the form attached as an Exhibit to the Indenture.

     

    “Class
      A-3 Notes”
means
      the Class A-3 6.15% Asset Backed Notes, issued pursuant to the Indenture and
      substantially in the form attached as an Exhibit to the Indenture.

     

    “Closing
      Date”
means
      November 8, 2007.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    “Credit
      and Collection Policy”
means
      the Credit and Collection Policy of UACC as outlined in the policies and
      procedures manual together with any amendments approved by Insurer.

     

    “Cut-off
      Date”
means
      October 24, 2007.

     

    “Event
      of Default”
has
      the
      meaning specified in Section 5.1 hereof.

     

    “Fee
      Letter”
means
      that certain letter agreement dated as of the date hereof between the Issuing
      Entity and the Insurer and acknowledged by the Indenture Trustee setting forth
      certain fees and other matters referred to herein, as the same may be amended
      or
      supplemented from time to time in accordance therewith and with this Insurance
      Agreement.

     

    “Holder”
has
      the
      meaning given thereto in the Ambac Policy.

     

    “Indemnified
      Party”
has
      the
      meaning specified in Section 3.4 hereof.

     

    “Indemnifying
      Party”
has
      the
      meaning specified in Section 3.4 hereof.

     

    “Indenture”
means
      the Indenture dated as of November 1, 2007 between the Issuing Entity and the
      Indenture Trustee, as the same may be amended and supplemented from time to
      time.

     

    “Information”
has
      the
      meaning specified in Section 2.1(c) hereof.

     

    “Insolvency
      Proceeding”
means
      any proceeding by or against any person under any applicable reorganization,
      bankruptcy, liquidation, rehabilitation, insolvency or other similar law now
      or
      hereafter in effect or any proceeding in which a receiver, liquidator,
      conservator, trustee or similar official shall have been, or may be, appointed
      or requested for a person or any of its assets.

     

    “Insurance
      Agreement”
has
      the
      meaning given such term in the initial paragraph hereof.

     

    “Insurer”
means
      Ambac and any successor thereto, as issuer of the Ambac Policy.

     

    “Insurer
      Information”
means
      the information furnished by the Insurer in writing expressly for use in the
      Offering Document and is limited to the information included under the headings
      “The Insurer” and “The Policy” in the Preliminary Prospectus Supplement and the
      Prospectus Supplement.

     

    “Investment
      Company Act”
means
      the Investment Company Act of 1940, including, unless the context otherwise
      requires, the rules and regulations thereunder, as amended from time to
      time.

     

    
      “Late
        Payment Rate”
means
        the lesser of (a) the greater of (i) the per annum rate of interest publicly
        announced from time to time by Citibank, N.A. as its prime or base lending
        rate
        (any change in such rate of interest to be effective on the date such change
        is
        announced by Citibank, N.A.), plus 2% per annum and (ii) the then applicable
        highest rate of interest on the Class A Notes and (b) the maximum rate
        permissible under applicable usury or similar laws limiting interest rates.
        The
        Late Payment Rate shall be computed on the basis of the actual number of
        days
        elapsed over a year of 360 days.

    

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

     

    “Material
      Adverse Effect”
means,
      with respect to any event or circumstance, a material adverse effect on (a)
      the
      business, financial condition, operations or assets of the Issuing Entity
      (considered separately) or the Issuing Entity, the Servicer and the Seller
      (taken as a whole), (b) the ability of any United Party to perform its
      obligations under any Transaction Document to which it is a party, (c) the
      validity, enforceability of, or collectibility of, amounts payable by any United
      Party under any Transaction Document to which it is a party, (d) the status,
      existence, perfection or priority of the interest of the Issuing Entity or
      of
      the Indenture Trustee in the Trust Estate, (e) the validity, enforceability
      or
      collectibility of all or any portion of the Trust Estate with an aggregate
      value
      of at least $500,000 or (f) the ability of the Insurer to monitor the
      performance of the Receivables and compliance of the United Parties with the
      Transaction Documents unless such impediment results from an action or omission
      on the part of the Insurer.

     

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

     

    “Offering
      Document”
means,
      taken collectively, the Preliminary Prospectus Supplement, dated October 29,
      2007 (the “Preliminary Prospectus Supplement”), the Prospectus Supplement, dated
      October 31, 2007 (the “Prospectus
      Supplement”),
      and
      the Prospectus, dated February 5, 2007, of the Issuing Entity, in respect of
      the
      offering and sales of the Class A Notes, any amendment or supplement thereto,
      and any other offering document in respect of the Class A Notes that makes
      reference to the Ambac Policy.

     

    “Person”
means
      an individual, joint stock company, trust, unincorporated association, joint
      venture, corporation, limited liability company, business or owner trust,
      partnership or other organization or entity (whether governmental or
      private).

     

    “Premium”
means
      the premium payable in accordance with the Fee Letter.

     

    “Rating
      Agencies”
means
      Moody’s and S&P.

     

    “Responsible
      Officer”
means
      any Vice President, Assistant Vice President, Assistant Treasurer, Assistant
      Secretary or any other officer of the relevant Transaction Party responsible
      for
      the performance of such Transaction Party’s obligations under the Transaction
      Documents and also, with respect to a particular matter, any other officer
      to
      whom such matter is referred because of such officer’s knowledge of and
      familiarity with the particular subject.

     

    “Sale
      Agreement”
means
      the Sale Agreement, dated as of November 1, 2007 between UACC, as the Seller
      and
      UPFC Auto Financing Corporation, as the Purchaser.

     

    “Sale
      and Servicing Agreement”
means
      the Sale and Servicing Agreement, dated as of November 1, 2007 among the Issuing
      Entity, the Servicer, the Seller, Deutsche Bank Trust Company Americas, as
      Trust
      Collateral Agent and Backup Servicer, and Centerone Financial Services LLC,
      as
      Backup Subservicer, as the same may be amended or supplemented from time to
      time.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    “Securities
      Act”
means
      the Securities Act of 1933, including, unless the context otherwise requires,
      the rules and regulations promulgated thereunder, as amended from time to
      time.

     

    “Securities
      Exchange Act”
means
      the Securities Exchange Act of 1934, including, unless the context otherwise
      requires, the rules and regulations promulgated thereunder, as amended from
      time
      to time.

     

    “Seller”
has
      the
      meaning specified in the recitals hereof.

     

    “Seller
      Information”
means
      the information set forth in the Offering Document describing the Seller, which
      information shall consist of the sections entitled “Summary--The Seller” in the
      Preliminary Prospectus Supplement and the Prospectus Supplement.

     

    “Servicer”
has
      the
      meaning specified in the recitals hereof.

     

    “Servicer
      Termination Event”
has
      the
      meaning specified in Section 9.1 of the Sale and Servicing
      Agreement.

     

    “S&P”
means
      Standard & Poor’s, a division of The McGraw Hill Companies, Inc., and any
      successor thereto.

     

    “Spread
      Account Agreement”
means
      the Spread Account Agreement, dated as of November 8, 2007 among the Insurer,
      the Servicer and the Indenture Trustee.

     

    “Transaction”
means
      the transactions contemplated by the Transaction Documents.

     

    “Transaction
      Documents”
means
      this Agreement, the Underwriting Agreement, the Sale and Servicing Agreement,
      the Certificate of Trust, the Trust Agreement, the Sale Agreement, the
      Indenture, the Spread Account Agreement and all other documents and certificates
      delivered in connection therewith except
      for the
      Ambac Policy.

     

    “Transaction
      Parties”
means
      the United Parties and the Indenture Trustee.

     

    “Trust
      Agreement”
means
      the Trust Agreement dated as of July 19, 2007 between the Seller and the Owner
      Trustee, as amended and restated as of November 8, 2007, as the same may be
      amended and supplemented from time to time.

     

    “Underwriter
      Information”
means
      the information furnished by the Underwriter in writing expressly for use in
      the
      Offering Document and included in the table following the second paragraph
      of
      text and the third, fourth, fifth, sixth and seventh paragraphs of text under
      the caption “Underwriting” in the Preliminary Prospectus Supplement and the
      Prospectus Supplement.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    “Underwriter”
shall
      mean Deutsche Bank Securities.

     

    “Underwriting
      Agreement”
means
      the Underwriting Agreement, dated October 31, 2007 between the Underwriter
      and
      the Seller with respect to the offer and sale of the Class A Notes, as amended,
      modified or supplemented from time to time.

     

    “United
      Party”
means
      any of the Issuing Entity, UACC, the Servicer and the Seller (collectively,
      the
“United
      Parties”).

     

    “UACC”
means
      United Auto Credit Corporation, and its successors.

     

    “UPFC”
means
      United PanAm Financial Corporation, and its successors.

     

    Section
      1.2 Other
      Definitional Provisions.
      The
      words “hereof,” “herein” and “hereunder” and words of similar import when used
      in this Insurance Agreement shall refer to this Insurance Agreement as a whole
      and not to any particular provision of this Insurance Agreement, and Section,
      subsection, Schedule and Exhibit references are to this Insurance Agreement
      unless otherwise specified. The meanings given to terms defined herein shall
      be
      equally applicable to both the singular and plural forms of such terms. The
      words “include” and “including” shall be deemed to be followed by the phrase
“without limitation.” Where a representation, warranty or covenant herein begins
      with the words “as to a Person only,” such representation, warranty or covenant
      is given by and as to such Person only.

     

    ARTICLE
      II

     

    REPRESENTATIONS,
      WARRANTIES AND COVENANTS

     

    Section
      2.1 Representations
      and Warranties of UACC, the Seller and the Issuing Entity.
      Each of
      UACC, the Seller and the Issuing Entity hereby makes, to and for the benefit
      of
      the Insurer, each of the representations and warranties made by it in each
      of
      the Transaction Documents to which it is a party. Such representations and
      warranties are incorporated herein by this reference as if fully set forth
      herein, and may not be amended except by an amendment complying with the terms
      of the last sentence of Section 6.1 hereof. In addition, each of UACC, the
      Seller and the Issuing Entity represents and warrants as of the Closing Date
      as
      follows:

     

    (a)
      The
      offer
      and sale of the Class A Notes by the Issuing Entity comply in all material
      respects with all requirements of law, including all registration requirements
      of applicable securities laws and, without limiting the generality of the
      foregoing, the Offering Document (other than the Underwriter Information, the
      Seller Information and the Insurer Information) does not contain any untrue
      statement of a material fact and does not omit to state a material fact
      necessary to make the statements made therein, in light of the circumstances
      under which they were made, not misleading.

     

    (b)
      The
      Indenture has been duly qualified under the Trust Indenture Act of 1939, as
      amended; the Issuing Entity is not required to be registered as an “investment
      company” under the Investment Company Act; and neither the offer nor the sale of
      the Class A Notes by the Issuing Entity will be in violation of the Securities
      Act or the Securities Exchange Act and the rules and regulations promulgated
      thereunder or any other federal or state securities law. UACC, the Seller and
      the Issuing Entity shall each satisfy any of the information reporting
      requirements of the Securities Exchange Act and the rules and regulations
      promulgated thereunder arising out of the Transaction to which it is
      subject.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    (c)
      Neither
      the Transaction Documents nor any other information relating to the Receivables,
      the Other Conveyed Property or any other asset in the Trust Estate, the
      operations or financial condition of any of the United Parties (collectively,
      the “Information”),
      as
      amended, supplemented or superseded, furnished to the Insurer by such United
      Party contains any statement of a material fact which was untrue or misleading
      in any material respect when made. None of the United Parties has any knowledge
      of any circumstances that could reasonably be expected to have a Material
      Adverse Effect. Since the furnishing of the Information, there has been no
      change nor any development or event involving a prospective change known to
      any
      of the United Parties that would render any of the Transaction Documents untrue
      or misleading in any material respect.

     

    Section
      2.2 Representations
      and Warranties of the Seller.
      The
      Seller hereby makes, to and for the benefit of the Insurer, each of the
      representations and warranties made by it in each of the Transaction Documents
      to which it is a party. Such representations and warranties are incorporated
      herein by this reference as if fully set forth herein, and may not be amended
      except by an amendment complying with the terms of the last sentence of Section
      6.1 hereof. In addition, the Seller represents and warrants as of the Closing
      Date as follows:

     

    (a)
      The
      offer
      and sale of the Class A Notes by the Issuing Entity comply in all material
      respects with all requirements of law, including all registration requirements
      of applicable securities laws and, without limiting the generality of the
      foregoing, the Seller Information does not contain any untrue statement of
      a
      material fact and does not omit to state a material fact necessary to make
      the
      statements made therein, in light of the circumstances under which they were
      made, not misleading.

     

    (b)
      The
      Indenture has been duly qualified under the Trust Indenture Act of 1939, as
      amended; the Issuing Entity is not required to be registered as an “investment
      company” under the Investment Company Act; and neither the offer nor the sale of
      the Class A Notes by the Issuing Entity will be in violation of the Securities
      Act or any other federal or state securities law. The Seller shall satisfy
      any
      of the information reporting requirements of the Securities Exchange Act and
      the
      rules and regulations promulgated thereunder arising out of the Transaction
      to
      which it or the Issuing Entity is subject.

     

    Section
      2.3 Representations
      and Warranties of the Insurer.
      The
      Insurer represents and warrants to the Indenture Trustee (on behalf of the
      Holders), the Issuing Entity and each other Transaction Party as
      follows:

     

    (a)
      Organization
      and Licensing.
      The
      Insurer is a stock insurance corporation duly organized, validly existing and
      in
      good standing under the laws of the State of Wisconsin.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    (b)
      Corporate
      Power.
      The
      Insurer has the corporate power and authority to issue the Ambac Policy and
      execute and deliver this Insurance Agreement and to perform all of its
      obligations hereunder and thereunder.

     

    (c)
      Authorization;
      Approvals.
      All
      proceedings legally required for the issuance of the Ambac Policy and the
      execution, delivery and performance of this Insurance Agreement have been taken
      and all licenses, orders, consents or other authorizations or approvals of
      the
      Insurer’s Board of Directors or stockholders or any governmental boards or
      bodies legally required for the enforceability of the Ambac Policy have been
      obtained or are not material to the enforceability of the Ambac
      Policy.

     

    (d)
      Enforceability.
      The
      Ambac Policy, when issued, will constitute, and this Insurance Agreement
      constitutes, legal, valid and binding obligations of the Insurer, enforceable
      in
      accordance with their respective terms, subject to insolvency, reorganization,
      moratorium, receivership and other similar laws affecting creditors’ rights
      generally and by general principles of equity and subject to principles of
      public policy limiting the right to enforce the indemnification provisions
      contained therein and herein, insofar as such provisions relate to
      indemnification for liabilities arising under federal securities
      laws.

     

    (e)
      No
      Conflict.
      The
      execution by the Insurer of this Insurance Agreement will not, and the
      satisfaction of the terms hereof will not, conflict with or result in a breach
      of any of the terms, conditions or provisions of the Certificate of
      Incorporation or By-Laws of the Insurer, or any restriction contained in any
      contract, agreement or instrument to which the Insurer is a party or by which
      it
      is bound or constitute a default under any of the foregoing which would
      materially and adversely affect its ability to perform its obligations under
      the
      Ambac Policy or this Insurance Agreement.

     

    (f)
      Accuracy
      of Information.
      The
      Insurer Information included in the Offering Document is limited and does not
      purport to provide the scope of disclosure required to be included in a
      prospectus with respect to a registrant in connection with the offer and sale
      of
      securities of such registrant registered under the Securities Act. Within such
      limited scope of disclosure, however, as of the date of the Offering Document,
      the Insurer Information does not contain an untrue statement of a material
      fact
      or omit to state a material fact necessary to make the statements therein,
      in
      light of the circumstances in which they were made, not misleading.

     

    Section
      2.4 Affirmative
      Covenants of UACC, the Seller and the Issuing Entity.
      Each of
      UACC, the Seller and the Issuing Entity hereby makes, to and for the benefit
      of
      the Insurer, all of the covenants made by it in the Transaction Documents to
      which it is a party. Such covenants are hereby incorporated herein by this
      reference as if fully set forth herein, and may not be amended except by an
      amendment complying with the terms of the last sentence of Section 6.1. In
      addition, UACC, each of the Seller and the Issuing Entity hereby agrees that
      during the term of this Insurance Agreement, unless the Insurer shall otherwise
      expressly consent in writing:

     

    (a)
      Compliance
      with Agreements and Applicable Laws.
      It
      shall comply with the terms and conditions of and perform its obligations under
      the Transaction Documents to which it is a party and shall comply with any
      law,
      rule or regulation applicable to it, except where the failure to comply with
      any
      such law, rule or regulation is not reasonably likely to have a Material Adverse
      Effect.

     

    
      
        
        

      

      
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    (b)
      Existence.
      Except
      as otherwise expressly provided by the Transaction Documents, it shall maintain
      its corporate existence and shall at all times continue to be duly organized
      under the laws of the place of its organization and duly qualified and duly
      authorized thereunder. Additionally, it shall conduct its business in accordance
      with the terms of its Charter Documents and shall maintain all licenses,
      permits, charters and registrations, except for any such license, permit,
      charter or registration the failure of which to maintain is not reasonably
      likely to have a Material Adverse Effect.

     

    (c)
      Notice
      of Material Events.
      It
      shall promptly (and, with respect to item (ii) below, in any event not later
      than two (2) Business Days, and, with respect to all other items not later
      than
      five (5) Business Days) following receipt of actual knowledge by a Responsible
      Officer thereof inform the Insurer in writing of the occurrence of any of the
      following:

     

    (i) the
      submission of any claim or the initiation of any legal process, litigation
      or
      administrative or judicial investigation, or disciplinary proceeding by or
      against it that would be reasonably likely to have a Material Adverse Effect
      or
      the promulgation of any proceeding or any proposed or final ruling in connection
      with any such litigation, investigation or proceeding which would reasonably
      likely to have a Material Adverse Effect;

     

    (ii) the
      occurrence of any Event of Default hereunder, any Default or Event of Default
      under the Indenture, any Servicer Termination Event or any Trigger
      Event;

     

    (iii) the
      commencement of any Insolvency Proceeding against any Transaction
      Party;

     

    (iv) the
      occurrence of a Change in Control (as defined in the Spread Account Agreement);
      and

     

    (v) the
      receipt of written notice that (a) any license, permit, charter, registration
      or
      approval necessary and material for the conduct of its business is to be, or
      may
      be, suspended or revoked and such suspension or revocation would be reasonably
      likely to have a Material Adverse Effect or (b) it is to cease and desist any
      practice, procedure or policy employed by it in the conduct of its business,
      and
      such cessation would be reasonably likely to have a Material Adverse
      Effect.

     

    (d)
      Notice
      of Change.
      It
      shall give the Insurer not less than thirty (30) days’ prior written notice of
      any proposed change in its name, principal place of business or jurisdiction
      of
      organization.

     

    (e)
      Access
      to Records; Discussions with Officers and Accountants.
      Upon
      reasonable prior written notice of the Insurer at any time, it shall permit
      the
      Insurer or its authorized agents:

     

     

    
      
        
        

      

      
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      (i) to
        inspect its books and its records as they may relate to the Transaction,
        the
        Receivables, the Other Conveyed Property or any other assets in the Trust
        Estate, as the case may be, or its obligations under the Transaction
        Documents;

       

    

    (ii) to
      discuss its affairs, finances and accounts with its principal executive officer
      and its principal financial officer; and

     

    (iii) to
      discuss its affairs, finances and accounts with its independent accountants,
      provided
      that one
      of its officers shall have the right to be present during such
      discussions.

     

    Such
      inspections and discussions shall be conducted during normal business hours
      at
      UACC’s cost and expense and shall not unreasonably disrupt the business of UACC,
      the Seller or the Issuing Entity, as the case may be. Absent an Event of Default
      hereunder or under the Indenture, a Servicer Termination Event or a Trigger
      Event, the Insurer shall not conduct such inspections or discussions more often
      than annually, unless otherwise mutually agreed by the Insurer and UACC. If,
      however, an Event of Default hereunder or under the Indenture, a Servicer
      Termination Event or a Trigger Event has occurred and is continuing, the Insurer
      may increase the frequency of such audits to semi-annual, quarterly, or
      otherwise as it deems appropriate. Without limiting the foregoing, upon the
      occurrence of a Trigger Event, an Event of Default hereunder or under the
      Indenture or a Servicer Termination Event, UACC and the Seller shall make its
      principal officers available to discuss the Transaction with representatives
      of
      the Insurer within 15 days of receipt by UACC or the Seller of such a request
      from the Insurer.

     

    (f)
      Closing
      Documents.
      It
      shall provide or cause to be provided to the Insurer an executed original copy
      of each Transaction Document executed by it in connection with the closing
      of
      the Transaction within thirty (30) days of the Closing Date.

     

    (g)
      Financial
      Reporting.
      In the
      case of UACC, it shall provide or cause to be provided to the Insurer the
      following:

     

    (i) Annual
      and Periodic Financial Statements; Compliance Reports and Other
      Reporting.
      Copies
      of the financial statements and compliance reports required to be delivered
      pursuant to Sections 4.1, 4.10 and 4.11 of the Sale and Servicing Agreement
      and
      such notices, certificates, reports and other information delivered by UACC
      under the Transaction Documents, as and when required pursuant to such sections
      or agreements, and any other reporting or financial information required to
      be
      provided to the Insurer pursuant to the terms of the Transaction Documents,
      including, without limitation, financial projections, as and when required
      pursuant to such terms. Subsequent to a Change in Control as described in (2)(b)
      of the definition thereof and for the purpose of determining that a Successor
      continues to be a Net Worth Successor (as those terms are defined in the
      definition of “Change
      in Control”),
      UACC
      will provide unaudited quarterly financial statements, accompanied by the
      statement in the form of Exhibit C hereto. Such statements will be provided
      no
      later than thirty (30) days following each fiscal quarter.

     

    
      
        
        

      

      
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    (ii) Compliance
      Certificate.
      Together with the financial statements and compliance reports required under
      Sections 4.1, 4.10 and 4.11 of the Sale and Servicing Agreement, a compliance
      certificate signed by its principal financial officer stating that to the best
      of such person’s knowledge, (a) each United Party is in compliance with its
      obligations hereunder and under the other Transaction Documents, and (b) no
      Event of Default hereunder or under the Indenture or Servicer Termination Event
      exists and no event which but for the lapse of time or the giving of notice,
      or
      both, would constitute an Event of Default hereunder or under the Indenture
      or
      Servicer Termination Event or Trigger Event exists, or if an Event of Default
      hereunder or under the Indenture or Servicer Termination Event or other such
      event exists, stating the nature and status thereof (including all relevant
      financial and other information and amounts used in determining whether such
      Event of Default hereunder or under the Indenture or Servicer Termination Event
      or Trigger Event or other such event exists).

     

    (iii) S.E.C.
      Filings.
      Promptly after the filing thereof, copies of all registration statements and
      annual, quarterly or other regular reports which it or any subsidiary files
      with
      the Securities and Exchange Commission.

     

    (iv) Shareholders
      Statements and Reports.
      Promptly after the furnishing thereof to its shareholders, copies of all
      financial statements, reports and proxy statements so furnished.

     

    (v) Amendments
      to Credit and Collection Policy.
      Within
      ten (10) Business Days after the date of any material change or amendment to
      its
      Credit and Collection Policy, a true and complete copy of such change or
      amendment, and if requested by the Insurer, a copy of the Credit and Collection
      Policy then in effect. No such change or amendment shall become effective if
      the
      Insurer determines, in its sole discretion, that such change or amendment will
      have a Material Adverse Effect; provided
      that
      such change or amendment shall become effective and continue to be effective
      if
      the Insurer has not objected to such change or amendment within ten (10)
      Business Days of receipt of written notice thereof.

     

    (vi) Credit
      and Collection Policy.
      Within
      ninety (90) days after the end of each of its fiscal years, a true and complete
      copy of its Credit and Collection Policy then in effect.

     

    (h)
      Maintenance
      of Licenses.
      It
      shall maintain all licenses, permits, charters and registrations, except for
      licenses, permits, charters and registrations the failure of which to maintain
      is not reasonably likely to have a Material Adverse Effect.

     

    (i)
      Public
      Debt Ratings.
      UACC
      shall promptly, but in any event within five (5) Business Days after the date
      of
      any change in its public debt ratings, if any, a written certification of its
      public debt ratings after giving effect to such change.

     

    (j)
      Compliance
      with Securities Laws.
      It
      shall comply with the Securities Act and the Securities Exchange Act and the
      regulations thereunder so as to permit the completion of the offer and sale
      of
      the Class A Notes as contemplated by the Underwriting Agreement.

     

    
      
        
        

      

      
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    (k)
      Disclosure
      Document.
      Each
      Offering Document delivered with respect to the Class A Notes shall clearly
      disclose that the insurance provided by the Ambac Policy is not covered by
      the
      property/casualty insurance security fund specified in Article 76 of the New
      York Insurance Law.

     

    (l)
      Financial
      Statements.
      In the
      case of the Seller and the Issuing Entity, its financial statements and books
      and records will reflect its separate existence and will present fairly its
      financial position.

     

    (m)
      Operation.
      In the
      case of the Seller and the Issuing Entity, it shall:

     

    (i) manage
      its day to day business without the involvement of any other Transaction Party
      except as required or permitted by the Transaction Documents;

     

    (ii) act
      solely in its own name in the conduct of its business, including business
      correspondence and other communications, and shall conduct its business so
      as
      not to mislead others as to the identity of the entity with which they are
      concerned;

     

    (iii) ensure
      that, to the extent that it shares the same officers or other employees as
      any
      of its Affiliates, the salaries of and the expenses related to providing
      benefits to such officers and other employees shall be fairly allocated among
      such entities, and each such entity shall bear its fair share of the salary
      and
      benefit costs associated with all such common officers and
      employees;

     

    (iv) ensure
      that, to the extent that it jointly contracts with any of its Affiliates to
      do
      business with vendors or service providers or to share overhead expenses, the
      costs incurred in doing so shall be allocated fairly among such entities, and
      each such entity shall bear its fair share of such costs. To the extent that
      it
      contracts or does business with vendors or service providers when the goods
      and
      services provided are partially for the benefit of any other Person, the costs
      incurred in so doing shall be fairly allocated to or among such entities for
      whose benefit the goods and services are provided, and each such entity shall
      bear its fair share of such costs. All material transactions between the other
      Transaction Parties and its Affiliates shall only be on an arm’s-length
      basis;

     

    (v) require
      that all of its full-time employees identify themselves as such and not as
      employees of UACC or any other United Party (including, without limitation,
      by
      means of providing appropriate employees with business or identification cards
      identifying such employees as its employees); and

     

    (vi) compensate
      all employees, consultants and agents directly, from its bank accounts, for
      services provided to it by such employees, consultants and agents, and, to
      the
      extent any of its employees, consultants or agents is also an employee,
      consultant or agent of UACC (or any Affiliate thereof), allocate the
      compensation of such employee, consultant or agent between itself and UACC
      (or
      any Affiliate thereof) on a basis which reflects the services rendered to itself
      and UACC (or such Affiliate thereof).

     

    
      (n)
        Special
        Purpose Entity.
        In
        addition, the Seller shall:

    

    
      
        
        

      

      
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    (i) ensure
      that its capital is adequate for the business and undertakings of the
      Seller;

     

    (ii) other
      than activities in connection with the Transaction, be restricted from
      undertaking any activities other than purchasing automobile loans receivables
      and transferring the proceeds to other special-purpose entities in connection
      with the issuance of other asset backed securities;

     

    (iii) have
      at
      least one director, manager or member that is a person who is not, and will
      not
      be, a director, officer, employee or holder of any equity securities of UACC
      or
      any of its affiliates or subsidiaries;

     

    (iv) not
      commingle its funds and assets with the funds of any other person;

     

    (v) maintain
      (A) correct and complete minute books and records of account, and (B) minutes
      of
      the meetings and other proceedings of its board of managers, as provided in
      its
      articles of incorporation.

     

    (o)
      Other
      Information.
      It
      shall provide to the Insurer such other information (including non financial
      information) in respect of the Receivables, the Other Conveyed Property or
      the
      other assets in the Trust Estate, as the case may be, the Transaction and the
      Transaction Documents and such other financial or operating information in
      respect of itself, the Seller, the Issuing Entity or any of their Affiliates,
      in
      each case, which the Insurer may from time to time reasonably
      request.

     

    Section
      2.5 Affirmative
      Covenants of the Seller.
      The
      Seller hereby makes, to and for the benefit of the Insurer, all of the covenants
      made by it in the Transaction Documents to which it is a party. Such covenants
      are hereby incorporated herein by this reference as if fully set forth herein,
      and may not be amended except by an amendment complying with the terms of the
      last sentence of Section 6.1. In addition, the Seller hereby agrees that during
      the term of this Insurance Agreement, unless the Insurer shall otherwise
      expressly consent in writing:

     

    (a)
      Compliance
      with Agreements and Applicable Laws.
      It
      shall comply with the terms and conditions of and perform its obligations under
      the Transaction Documents to which it is a party and shall comply with any
      law,
      rule or regulation applicable to it, except where the failure to comply with
      any
      such law, rule or regulation is not reasonably likely to have a Material Adverse
      Effect.

     

    (b)
      Existence.
      Except
      as otherwise expressly provided by the Transaction Documents, it shall maintain
      its corporate existence and shall at all times continue to be duly organized
      under the laws of the place of its organization and duly qualified and duly
      authorized thereunder. Additionally, it shall conduct its business in accordance
      with the terms of its Charter Documents and shall maintain all licenses,
      permits, charters and registrations, except for any such license, permit,
      charter or registration the failure of which to maintain is not reasonably
      likely to have a Material Adverse Effect.

     

    
      
        
        

      

      
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    Section
      2.6 Negative
      Covenants of UACC, the Seller and the Issuing Entity.
      each of
      UACC, the Seller and the Issuing Entity hereby agrees that during the term
      of
      this Insurance Agreement, unless the Insurer shall otherwise expressly consent
      in writing:

     

    (a)
      Impairment
      of Rights.
      It
      shall not take any action, or fail to take any action, if such action or failure
      to take action (x) is reasonably likely to have a Material Adverse Effect or
      (y)
      is reasonably likely to interfere with the enforcement of any rights of the
      Insurer under or with respect to any of the Transaction Documents. It shall
      give
      the Insurer written notice of any such action or failure to act promptly prior
      to the date of consummation of such action or failure to act. It shall furnish
      to the Insurer all information requested by it that is reasonably necessary
      to
      determine compliance with this paragraph.

     

    (b)
      Amendments,
      Etc.
      It
      shall not modify, amend or waive, or consent to any modification or amendment
      of, any of the terms, provisions or conditions of the Transaction Documents
      to
      which it is a party or, in the case of the Seller and the Issuing Entity, any
      of
      its Charter Documents, without the prior written consent of the Insurer
      thereto.

     

    (c)
      Limitation
      on Mergers, Etc.
      In the
      case of the Seller and the Issuing Entity, it shall not consolidate with or
      merge with or into any Person or liquidate or dissolve, or transfer all or
      substantially all of its assets to any Person except, in the case of the Issuing
      Entity, by way of the grant of a lien to the Indenture Trustee pursuant to
      the
      Transaction Documents, or, except as expressly permitted by the Transaction
      Documents, transfer any of its assets to any Person.

     

    (d)
      Loan
      Agreement Amendments.
      In the
      case of UACC and the Seller, it shall not modify, amend or waive, or consent
      to
      any modification or amendment of, any of the terms, provisions or conditions
      of
      Sections 7.5, 7.6 or 9.2 of that certain Loan Agreement, dated as of December
      1,
      2006, between the Seller and UACC, without the prior written consent of the
      Insurer thereto.

     

    (e)
      Certain
      Other Limitations.
      In the
      case of the Seller and the Issuing Entity, it shall:

     

    (i) not
      be
      named as an insured on the insurance policy held by another United Party or
      covering the property of any other United Party, except to the extent it shall
      bear its allocable share of the expense thereof, or enter into an agreement
      with
      the holder of such policy whereby in the event of a loss in connection with
      property not owned by the Issuing Entity or the Seller, as the case may be,
      proceeds are paid to it;

     

    (ii) be
      restricted from undertaking activities in connection with the issuance of the
      Class A Notes other than activities as set forth in its Charter
      Documents;

     

    (iii) not
      be
      involved in the day-to-day management of any of the other United Parties except
      as required by or permitted by the Transaction Documents;

     

    (iv) not
      incur, assume or guarantee any indebtedness except for such indebtedness as
      may
      be incurred by the Issuing Entity in connection with the issuance of the Class
      A
      Notes, or as otherwise expressly permitted by the Insurer or the Transaction
      Documents;

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    (v) not
      commingle its deposit accounts (and funds therein) or other assets with the
      deposit accounts (and funds therein) or other assets of any other
      entity;

     

    (vi) not
      act
      as an agent of any other United Party; and

     

    (vii) not
      form,
      or cause to be formed, any subsidiaries; provided
      that the
      Seller may form other special purpose entities in connection with the issuance
      of other asset backed securities to the extent the Insurer acts as an insurer
      in
      connection with such transactions.

     

    ARTICLE
      III

     

    THE
      AMBAC POLICY; REIMBURSEMENT

     

    Section
      3.1 Issuance
      of the Ambac Policy.
      The
      Insurer agrees to issue the Ambac Policy on the Closing Date subject to
      satisfaction of the conditions precedent set forth below:

     

    (a)
      Payment
      of Expenses.
      The
      applicable parties shall have been paid their related fees and expenses payable
      in accordance with Section 3.2(a) and (b);

     

    (b)
      Receipt
      of Certain Documents.
      The
      Insurer shall have received a complete copy of the Credit and Collection Policy
      then in effect certified by the principal financial officer of UACC and of
      each
      Transaction Document fully executed and delivered by each applicable Transaction
      Party;

     

    (c)
      Representations
      and Warranties; Certificate.
      The
      representations and warranties of the United Parties set forth or incorporated
      by reference in this Insurance Agreement and the representations and warranties
      set forth by the Indenture Trustee in the Indenture are true and correct on
      and
      as of the Closing Date as if made on the Closing Date, and the Insurer has
      received a certificate of appropriate officers of the related United Party
      to
      that effect;

     

    (d)
      No
      Litigation, Etc.
      No
      suit, action or other proceeding, investigation or injunction, or final judgment
      relating thereto, is pending or, to any Transaction Party’s knowledge,
      threatened before any court, governmental or administrative agency or arbitrator
      in which it is sought to restrain or prohibit or to obtain damages or other
      relief in connection with any of the Transaction Documents or the consummation
      of the Transaction;

     

    (e)
      Legality.
      No
      statute, rule, regulation or order has been enacted, entered or deemed
      applicable by any government or governmental or administrative agency or court
      that would make the Transaction illegal or otherwise prevent the consummation
      thereof;

     

    (f)
      No
      Event of Default.
      No
      Event of Default hereunder, Default or Event of Default under the Indenture,
      Trigger Event or Servicer Termination Event has occurred;

     

    (g)
      Satisfaction
      of Conditions of the Underwriting Agreement.
      All
      conditions in the Underwriting Agreement relating to the Underwriter’s
      obligation to offer and sell the Class A Notes have been fulfilled to the
      satisfaction of the Insurer, with such satisfaction deemed to have occurred
      upon
      issuance of the Ambac Policy. The Insurer has received copies of each of the
      documents, and shall be entitled to rely on each of the documents, required
      to
      be delivered to the Underwriter pursuant to the Underwriting
      Agreement;

     

    
      
        
        

      

      
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    (h)
      Issuance
      of Ratings.
      The
      Insurer has received confirmation that the Class A-1 Notes will be rated in
      the
      highest short term rating category by at least two nationally recognized
      statistical rating agencies, that the Class A-2 Notes and the Class A-3 Notes
      will be rated in the highest long term rating category by at least two
      nationally recognized statistical rating agencies and that, without the benefit
      of the Ambac Policy, the Class A Notes will have a shadow rating of at least
      BBB
      from S&P and Baa2 from Moody’s;

     

    (i)
      Approvals,
      Etc.
      The
      Insurer has received true and correct copies of all approvals, licenses and
      consents, if any, required in connection with the Transaction;

     

    (j)
      Fee
      Letter.
      The
      Insurer, the Indenture Trustee and the Issuing Entity have executed the Fee
      Letter;

     

    (k)
      Certified
      Copies.
      The
      Insurer has received an executed copy of each Transaction Document;

     

    (l)
      Opinions.
      The
      Insurer has received opinions of counsel concerning the perfection of the
      Indenture Trustee’s security interest in the Trust Estate and other matters
      under the laws of the United States, and has received copies of any opinions
      delivered to the Rating Agencies, the Noteholders and the Indenture Trustee,
      in
      each case addressed to, and in form and substance satisfactory to, the
      Insurer;

     

    (m)
      Satisfactory
      Documentation.
      The
      Insurer and its counsel have determined that all documents, the Class A Notes
      and opinions to be delivered in connection with the Class A Notes conform to
      the
      terms of the Transaction Documents; and

     

    (n)
      Additional
      Items.
      The
      Insurer has received such other documents, instruments, approvals or opinions
      in
      form and substance reasonably satisfactory to the Insurer as are reasonably
      requested by the Insurer, including evidence reasonably satisfactory to the
      Insurer that the conditions precedent, if any, in the Transaction Documents
      have
      been satisfied.

     

    Section
      3.2 Payment
      of Fees and Premium.

     

    (a)
      Legal
      and Accounting Fees.
      UACC
      shall pay or cause to be paid on the Closing Date all reasonable legal fees,
      auditors’ fees and disbursements incurred by the Insurer in connection with the
      issuance of the Ambac Policy and the Transaction Documents through the Closing
      Date. Additional fees of the Insurer’s counsel or auditors payable in connection
      with the Transaction Documents incurred after the Closing Date shall be paid
      by
      UACC as provided in Section 3.3 below.

     

    (b)
      Rating
      Agency Fees.
      UACC
      shall promptly pay the initial fees of the Rating Agencies with respect to
      the
      Class A Notes and the transactions contemplated hereby following receipt of
      a
      statement with respect thereto, and shall pay or cause to be paid any subsequent
      fees of the Rating Agencies with respect to, and directly allocable to, the
      Class A Notes. The Insurer shall not be responsible for any fees or expenses
      of
      the Rating Agencies. The fees for any other rating agency shall be paid by
      the
      party requesting such other rating agency’s rating.

     

    
      
        
        

      

      
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    (c)
      Premium.
      In
      consideration of the issuance by the Insurer of the Ambac Policy, the Issuing
      Entity shall pay or cause to be paid the Premiums to the Insurer as set forth
      in
      the Fee Letter in accordance with the Indenture and this Insurance Agreement
      and
      from the funds specified by Section 5.7 of the Sale and Servicing Agreement,
      commencing on the day the Ambac Policy is issued, until the Ambac Policy has
      been terminated in accordance with its terms. The Premium paid pursuant to
      the
      Indenture and the Sale and Servicing Agreement shall be nonrefundable without
      regard to whether any Notice (as defined in the Ambac Policy) is delivered
      to
      the Insurer requiring the Insurer to make any payment under the Ambac Policy
      or
      any other circumstances relating to the Class A Notes or provision being made
      for payment of the Class A Notes prior to maturity.

     

    Section
      3.3 Reimbursement
      Obligation.
      (a) The
      Issuing Entity agrees absolutely and unconditionally to reimburse the Insurer
      for any amounts paid by the Insurer under the Ambac Policy, plus the amount
      of
      any other due and payable and unpaid Reimbursement Amounts (as defined in the
      Ambac Policy), which reimbursement shall be due and payable on the date that
      any
      such amount is paid thereunder from amounts available for such payment under
      the
      Indenture and the Sale and Servicing Agreement, in an amount equal to the
      amounts so paid and all amounts previously paid that remain unreimbursed,
      together (without duplication) with interest on any and all amounts remaining
      unreimbursed (to the extent permitted by law, if in respect of any unreimbursed
      amounts representing interest) from the date such amounts became due until
      paid
      in full (after as well as before judgment), at a rate of interest equal to
      the
      Late Payment Rate.

     

    (b)
      Each
      of
      the Issuing Entity, the Seller and UACC agrees, jointly and severally, to pay
      to
      the Insurer, promptly, but in no event later than 30 days after demand thereof,
      as follows: any and all charges, fees, costs and expenses, including reasonable
      attorneys’ and accountants’ fees and expenses, that the Insurer may pay or incur
      in connection with the Transaction Documents, including (i) the enforcement,
      defense or preservation of any rights in respect of any of the Transaction
      Documents, defending, monitoring or participating in any litigation or
      proceeding (including any insolvency proceeding in respect of any United Party
      or any Affiliate thereof) relating to any of the Transaction Documents, any
      party to any of the Transaction Documents (in its capacity as such a party)
      or
      the Transaction, the costs and fees of inspections by the Insurer or audits
      or
      field examinations by accountants and the ongoing administration of the
      Transaction pursuant to the Transaction Documents, or (ii) any amendment, waiver
      or other similar action with respect to, or related to, any Transaction
      Document, whether or not executed or completed.

     

    (c)
      Each
      of
      the Issuing Entity, the Seller and UACC agrees, jointly and severally, to pay
      to
      the party to whom such amounts are owed on demand interest at the Late Payment
      Rate on any and all amounts described in Sections 3.3(b) and 3.4 after the
      date
      such amounts become due and payable until payment thereof in full.

     

    
      
        
        

      

      
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    Section
      3.4 Indemnification.
      (a) In
      addition to any and all of the Insurer’s rights of reimbursement,
      indemnification or subrogation, and to any other rights of the Insurer pursuant
      hereto or under law or in equity, each of UACC and the Seller agrees, jointly
      and severally, to pay, and to protect, indemnify and save harmless, the Insurer
      and its officers, directors, shareholders, employees, agents and each Person,
      if
      any, who controls the Insurer within the meaning of either Section 15 of the
      Securities Act or Section 20 of the Securities Exchange Act from and against,
      any and all claims, losses, liabilities (including penalties), actions, suits,
      judgments, demands, damages, costs or expenses (including reasonable fees and
      expenses of attorneys, consultants and auditors and reasonable costs of
      investigations) of any nature arising out of or relating to the transactions
      contemplated by the Transaction Documents by reason of:

     

    (i) any
      statement, omission or action (other than of the Insurer with respect to the
      Insurer Information, of the Underwriter with respect to the Underwriter
      Information or of the Seller with respect to the Seller Information) in
      connection with the offering, issuance, sale or delivery of any of the Class
      A
      Notes;

     

    (ii) the
      negligence, bad faith, willful misconduct, misfeasance, malfeasance or theft
      committed by any director, officer, employee or agent of any United Party in
      connection with the Transaction;

     

    (iii) the
      violation by any United Party of any domestic or foreign law, rule or
      regulation, or any judgment, order or decree applicable to them;

     

    (iv) the
      breach by any United Party of any representation, warranty or covenant under
      any
      of the Transaction Documents (without giving effect to any materiality qualifier
      or limitation therein);

     

    (v) the
      occurrence, in respect of UACC’s duties as the Servicer, under any of the
      Transaction Documents of any Servicer Termination Event or any event which,
      with
      the giving of notice or the lapse of time or both, would constitute any Servicer
      Termination Event; or

     

    (vi) any
      untrue statement or alleged untrue statement of a material fact contained in
      the
      Offering Document or any omission or alleged omission to state therein a
      material fact required to be stated therein or necessary to make the statements
      therein, in light of the circumstances under which they were made, not
      misleading, except
      insofar
      as such claims, losses, liabilities (including penalties), actions, suits,
      judgments, demands, damages, costs or expenses (including reasonable fees and
      expenses of attorneys, consultants and auditors and reasonable costs of
      investigations) arise out of or are based upon any untrue statement or omission
      in the Offering Document in the information with respect to (x) the Insurer
      Information, (y) the Underwriter Information and (z) the Seller
      Information.

     

    
      (b)
        In
        addition to any and all of the Insurer’s rights of reimbursement,
        indemnification or subrogation, and to any other rights of the Insurer pursuant
        hereto or under law or in equity, the Seller agrees to pay, and to protect,
        indemnify and save harmless, the Insurer and its officers, directors,
        shareholders, employees, agents and each Person, if any, who controls the
        Insurer within the meaning of either Section 15 of the Securities Act or
        Section
        20 of the Securities Exchange Act from and against, any and all claims, losses,
        liabilities (including penalties), actions, suits, judgments, demands, damages,
        costs or expenses (including reasonable fees and expenses of attorneys,
        consultants and auditors and reasonable costs of investigations) of any nature
        arising out of or relating to the transactions contemplated by the Transaction
        Documents, including by reason of:

    

    
      
        
        

      

      
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    (i) the
      negligence, bad faith, willful misconduct, misfeasance, malfeasance or theft
      committed by any director, officer, employee or agent of the Seller in
      connection with the Transaction;

     

    (ii) the
      violation by the Seller of any domestic or foreign law, rule or regulation,
      or
      any judgment, order or decree applicable to them;

     

    (iii) the
      breach by the Seller of any representation, warranty or covenant under any
      of
      the Transaction Documents (without giving effect to any materiality qualifier
      or
      limitation therein); or

     

    (iv) any
      untrue statement or alleged untrue statement of a material fact contained in
      the
      Seller Information or any omission or alleged omission to state therein a
      material fact required to be stated therein or necessary to make the statements
      therein, in light of the circumstances under which they were made, not
      misleading.

     

    (c)
      In
      addition to any and all of the Insurer’s rights of reimbursement,
      indemnification or subrogation, and to any other rights of the Insurer pursuant
      hereto or under law or in equity, the Issuing Entity agrees to pay, and to
      protect, indemnify and save harmless, the Insurer and its officers, directors,
      shareholders, employees, agents and each Person, if any, who controls the
      Insurer within the meaning of either Section 15 of the Securities Act or Section
      20 of the Securities Exchange Act from and against, any and all claims, losses,
      liabilities (including penalties), actions, suits, judgments, demands, damages,
      costs or expenses (including reasonable fees and expenses of attorneys,
      consultants and auditors and reasonable costs of investigations) of any nature
      arising out of or relating to the transactions contemplated by the Transaction
      Documents, including by reason of:

     

    (i) any
      statement, omission or action (other than of the Insurer with respect to the
      Insurer Information, of the Underwriter with respect to the Underwriter
      Information, or of the Seller with respect to the Seller Information) in
      connection with the offering, issuance, sale or delivery of any of the Class
      A
      Notes;

     

    (ii) the
      negligence, bad faith, willful misconduct, misfeasance, malfeasance or theft
      committed by any director, officer, employee or agent of any Transaction Party
      in connection with the Transaction;

     

    (iii) the
      violation by any Transaction Party of any domestic or foreign law, rule or
      regulation, or any judgment, order or decree applicable to them;

     

    
      
        
        

      

      
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    (iv) the
      breach by any Transaction Party of any representation, warranty or covenant
      under any of the Transaction Documents (without giving effect to any materiality
      qualifier or limitation therein); or

     

    (v) any
      untrue statement or alleged untrue statement of a material fact contained in
      the
      Offering Document or any omission or alleged omission to state therein a
      material fact required to be stated therein or necessary to make the statements
      therein, in light of the circumstances under which they were made, not
      misleading, except
      insofar
      as such claims, losses, liabilities (including penalties), actions, suits,
      judgments, demands, damages, costs or expenses (including reasonable fees and
      expenses of attorneys, consultants and auditors and reasonable costs of
      investigations) arise out of or are based upon any untrue statement or omission
      in the Offering Document in the information with respect to (x) the Insurer
      Information, (y) the Underwriter Information and (z) the Seller
      Information.

     

    (d)
      The
      Insurer agrees to pay, and to protect, indemnify and save harmless each of
      UACC,
      the Seller and the Issuing Entity, and their respective officers, directors,
      shareholders, employees, agents and each Person, if any, who controls UACC,
      the
      Seller and the Issuing Entity, within the meaning of either Section 15 of the
      Securities Act or Section 20 of the Securities Exchange Act from and against,
      any and all claims, losses, liabilities (including penalties), actions, suits,
      judgments, demands, damages, costs or expenses (including reasonable fees and
      expenses of attorneys, consultants and auditors and reasonable costs of
      investigations) of any nature arising out of or by reason of any untrue
      statement or alleged untrue statement of a material fact contained in the
      Insurer Information in any Offering Document or any omission or alleged omission
      to state therein a material fact required to be stated therein or necessary
      to
      make the statements therein, in light of the circumstances under which they
      were
      made, not misleading.

     

    (e)
      The
      Insurer agrees to pay, and to protect, indemnify and save harmless, the Seller
      and each of their officers, directors, shareholders, employees, agents and
      each
      Person, if any, who controls the Seller within the meaning of either Section
      15
      of the Securities Act or Section 20 of the Securities Exchange Act from and
      against, any and all claims, losses, liabilities (including penalties), actions,
      suits, judgments, demands, damages, costs or expenses (including reasonable
      fees
      and expenses of attorneys, consultants and auditors and reasonable costs of
      investigations) of any nature arising out of or by reason of any untrue
      statement of a material fact or an omission to state a material fact required
      to
      be stated therein or necessary in order to make the statements therein in light
      of the circumstances in which they were made not misleading contained in the
      consolidated financial statements of Ambac Assurance Corporation incorporated
      by
      reference into the Issuing Entity’s Regulation AB periodic reports pursuant to
      Section 4.6 of this Agreement.

     

    
      (f)
        If
        any
        action or proceeding (including any governmental investigation) shall be
        brought
        or asserted against any Person (each, an “Indemnified
        Party”)
        in
        respect of which the indemnity provided in Section 3.4(a), (b), (c) or (d)
        may
        be sought from UACC, the Seller, the Issuing Entity or the Insurer, as the
        case
        may be (the “Indemnifying
        Party”),
        each
        such Indemnified Party shall promptly notify the Indemnifying Party in writing,
        and the Indemnifying Party shall assume the defense thereof, including the
        employment of counsel reasonably satisfactory to the Indemnified Party and
        the
        payment of all expenses and legal fees; provided
        that
        failure to notify the Indemnifying Party shall not relieve it from any liability
        it may have to such Indemnified Party except to the extent that it shall
        be
        actually prejudiced thereby. The Indemnified Party shall have the right to
        employ separate counsel in any such action and to participate in the defense
        thereof at the expense of the Indemnified Party and may assume the defense
        of
        any such action or claim in reasonable cooperation with, and with the reasonable
        cooperation of, the Indemnifying Party; provided,
        however,
        that
        the fees and expenses of separate counsel to the Indemnified Party in any
        such
        proceeding shall be at the expense of the Indemnifying Party if (i) the
        Indemnifying Party has agreed to pay such fees and expenses, (ii) the
        Indemnifying Party shall have failed to assume the defense of such action
        or
        proceeding or employ counsel reasonably satisfactory to the Indemnified Party
        in
        any such action or proceeding within a reasonable time after the commencement
        of
        such action or (iii) the named parties to any such action or proceeding
        (including any impleaded parties) include both the Indemnified Party and
        the
        Indemnifying Party, and the Indemnified Party shall have been advised by
        counsel
        that there may be one or more legal defenses available to it which are different
        from or additional to those available to the Indemnifying Party (in which
        case,
        if the Indemnified Party notifies the Indemnifying Party in writing that
        it
        elects to employ separate counsel at the expense of the Indemnifying Party,
        the
        Indemnifying Party shall not have the right to assume the defense of such
        action
        or proceeding on behalf of such Indemnified Party, it being understood, however,
        that the Indemnifying Party shall not, in connection with any one such action
        or
        proceeding or separate but substantially similar or related actions or
        proceedings in the same jurisdiction arising out of the same general allegations
        or circumstances, be liable for the reasonable fees and expenses of more
        than
        one separate firm of attorneys at any time for the Indemnified Parties, which
        firm shall be designated in writing by the Indemnified Party). The Indemnifying
        Party shall not be liable for any settlement of any such action or proceeding
        effected without its written consent to the extent that any such settlement
        shall be prejudicial to the Indemnifying Party, which consent shall not be
        unreasonably withheld or delayed, but, if settled with its written consent,
        or
        if there is a final judgment for the plaintiff in any such action or proceeding
        with respect to which the Indemnifying Party shall have received notice in
        accordance with this subsection (d), the Indemnifying Party agrees to indemnify
        and hold the Indemnified Parties harmless from and against any loss or liability
        by reason of such settlement or judgment.

    

    
      
        
        

      

      
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    (g)
      To
      provide for just and equitable contribution if the indemnification provided
      by
      the Indemnifying Party is determined to be unavailable or insufficient to hold
      harmless any Indemnified Party (other than due to application of this Section),
      each Indemnifying Party shall contribute to the losses incurred by the
      Indemnified Party on the basis of the relative fault of the Indemnifying Party,
      on the one hand, and the Indemnified Party, on the other hand. The relative
      fault of each Indemnifying Party, on the one hand, and each Indemnified Party,
      on the other, shall be determined by reference to, among other things, whether
      the breach or alleged breach is within the control of the Indemnifying Party
      or
      the Indemnified Party, and the parties relative intent, knowledge, access to
      information and opportunity to correct or prevent such breach. No Person guilty
      of fraudulent misrepresentation (within the meaning of Section 11(f) of the
      Securities Act) shall be entitled to contribution from any person who was not
      guilty of such fraudulent misrepresentation.

     

    
      
        
        

      

      
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    Section
      3.5 Payment
      Procedure.
      In the
      event of any payment by the Insurer for which reimbursement is sought under
      Section 3.3, the Issuing Entity, UACC, the Seller and the Indenture Trustee
      agree to accept the voucher or other evidence of payment as prima facie
      evidence
      of the propriety thereof and the liability, if any, described in Section 3.3
      therefor to the Insurer; provided,
      that
      with respect to claims for reimbursement of amounts other than amounts paid
      by
      the Insurer under the Ambac Policy and any interest thereon made to UACC under
      Section 3.3(b), the Insurer will also provide appropriate supporting documents
      to UACC for such claims. All payments to be made to the Insurer under this
      Insurance Agreement shall be made to the Insurer (to such account as shall
      be
      specified by the Insurer in writing) by no later than 3:00 p.m. (New York time)
      on the date when due in lawful currency of the United States of America in
      immediately available funds or as the Insurer shall otherwise direct by written
      notice to the party making such payment. In the event that the date of any
      payment to the Insurer or the expiration of any time period hereunder occurs
      on
      a day that is not a Business Day, then such payment or expiration of time period
      shall be made or occur on the next succeeding Business Day with the same force
      and effect as if such payment was made or time period expired on the scheduled
      date of payment or expiration date.

     

    Section
      3.6 Subrogation.
      The
      parties hereto acknowledge that, to the extent of any payment made by the
      Insurer pursuant to the Ambac Policy, the Insurer shall be fully subrogated
      to
      the extent of such payment and any interest due thereon, to the rights of the
      Noteholders to any moneys paid or payable in respect of the Class A Notes under
      the Transaction Documents or otherwise subject to applicable law. The parties
      hereto agree to such subrogation and further agree to execute such instruments
      and to take such actions as, in the sole and reasonable judgment of the Insurer,
      are necessary to evidence such subrogation and to perfect the rights of the
      Insurer to receive any such moneys paid or payable in respect of the Class
      A
      Notes, under the Transaction Documents or otherwise.

     

    ARTICLE
      IV

     

    FURTHER
      AGREEMENTS

     

    Section
      4.1 Effective
      Date; Term of the Insurance Agreement.
      This
      Insurance Agreement shall take effect on the Closing Date and shall remain
      in
      effect until the later of (a) such time as the Insurer is no longer subject
      to a
      claim under the Ambac Policy and such policy has been surrendered to the Insurer
      for cancellation and (b) such time as all amounts payable to the Insurer by
      the
      United Parties hereunder or under the Transaction Documents and the Class A
      Notes have been irrevocably paid and redeemed in full and such Class A Notes
      have been cancelled; provided,
      however,
      that
      the provisions of Sections 3.2, 3.3 and 3.4 hereof shall survive any termination
      of this Insurance Agreement.

     

    Section
      4.2 Further
      Assurances and Corrective Instruments.
      (a)
      Unless an Insurer Event of Default has occurred and is continuing, or except
      as
      the Indenture otherwise provides, none of the Indenture Trustee and none of
      the
      other Transaction Parties shall grant any waiver of rights under any of the
      Transaction Documents to which any of them is a party without the prior written
      consent of the Insurer and any such waiver without prior written consent of
      the
      Insurer shall be null and void and of no force or effect.

     

    
      
        
        

      

      
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    (b)
      Each
      of the parties hereto agrees that it will, from time to time, execute,
      acknowledge and deliver, or cause to be executed, acknowledged and delivered,
      such supplements hereto and such further instruments and agreements and take
      such further actions as the Insurer may reasonably request and as may be
      required in the Insurer’s reasonable judgment to effectuate the intent and
      purpose of this Insurance Agreement and the other Transaction Documents. Without
      limiting the foregoing, to the extent such authorization shall be required
      by
      law, each United Party hereby authorizes the Indenture Trustee and the Insurer,
      at the expense of the Issuing Entity, in the event the Issuing Entity has failed
      to do so upon request (provided that no such request shall be required if
      there exists any Insolvency Proceeding), to execute and file financing
      statements covering the assets covered by any purchase or transfer pursuant
      to
      the Transaction Documents or owned by the Issuing Entity in such jurisdictions
      as may be required to confirm title thereto and perfect and maintain the lien
      thereon. In addition, each of the parties hereto agrees to cooperate with the
      Rating Agencies in connection with any review of the Transaction conducted
      during normal business hours and in a manner that does not unreasonably disrupt
      the business of the Transaction Parties, that may be undertaken by the Rating
      Agencies after the date hereof upon prior written notice.

     

    (c)
      None
      of
      the Transaction Parties shall cause or permit the Issuing Entity to issue any
      notes or other evidences of indebtedness, or to otherwise incur any
      indebtedness, other than the indebtedness represented by the Class A Notes
      or
      other indebtedness expressly permitted under the Transaction
      Documents.

     

    (d)
      Each
      Transaction Party shall concurrently provide the Insurer, as and when delivery
      thereof is required to be made pursuant to the Transaction Documents, with
      copies of all reports, notices, requests and demands delivered or required
      to be
      delivered by it pursuant to the Transaction Documents.

     

    Section
      4.3 Obligations
      Absolute.
      (a) The
      obligations of the Transaction Parties hereunder shall be absolute and
      unconditional and shall be paid or performed strictly in accordance with this
      Insurance Agreement and the other Transaction Documents under all circumstances
      irrespective of:

     

    (i) any
      lack
      of validity or enforceability of, or any amendment or other modifications of,
      or
      waiver with respect to, any of the Transaction Documents or the Class A
      Notes;

     

    (ii) any
      exchange or release of any other obligations hereunder;

     

    (iii) the
      existence of any claim, setoff, defense, reduction, abatement or other right
      that a Transaction Party which is a party to any of the Transaction Documents
      may have at any time against the Insurer or any other Person;

     

    (iv) any
      document presented in connection with the Ambac Policy proving to be forged,
      fraudulent, invalid or insufficient in any respect or any statement therein
      being untrue or inaccurate in any respect;

     

    
      
        
        

      

      
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    (v) any
      payment by the Insurer under the Ambac Policy against presentation of a
      certificate or other document that does not strictly comply with the terms
      of
      the Ambac Policy;

     

    (vi) any
      failure of the Transaction Parties to receive the proceeds from the sale of
      the
      Class A Notes;

     

    (vii) any
      Insolvency Event with respect to any Transaction Party; and

     

    (viii) any
      other
      circumstances, other than payment in full, that might otherwise constitute
      a
      defense available to, or discharge of, such party in respect of any Transaction
      Document.

     

    (b)
      The
      Transaction Parties and any and all others who are now or may become liable
      for
      all or any part of the obligations of the Transaction Parties under this
      Insurance Agreement agree to be bound by this Insurance Agreement and (i) to
      the
      extent permitted by law, waive and renounce any and all redemption and exemption
      rights and the benefit of all valuation and appraisement privileges against
      the
      indebtedness and obligations evidenced by any Transaction Document or by any
      extension or renewal thereof; (ii) waive presentment and demand for payment,
      notices of nonpayment and of dishonor, protest of dishonor and notice of
      protest; (iii) waive all notices in connection with the delivery and acceptance
      hereof and all other notices in connection with the performance, default or
      enforcement of any payment hereunder, except as required by the Transaction
      Documents; (iv) waive all rights of abatement, diminution, postponement or
      deduction, all defenses, other than payment, and all rights of setoff or
      recoupment arising out of any breach under any of the Transaction Documents,
      by
      any party thereto or any beneficiary thereof, or out of any obligation at any
      time owing to any of the Transaction Parties; (v) agree that their liabilities
      hereunder shall be unconditional and without regard to any setoff, counterclaim
      or the liability of any other Persons for the payment hereof; (vi) agree that
      any consent, waiver or forbearance hereunder with respect to an event shall
      operate only for such event and not for any subsequent event; (vii) consent
      to
      any and all extensions of time that may be granted by the Insurer with respect
      to any payment hereunder or other provisions hereof and to the release of any
      security at any time given for any payment hereunder, or any part thereof,
      with
      or without substitution, and to the release of any Person or entity liable
      for
      any such payment; and (viii) consent to the addition of any and all other
      makers, endorsers, guarantors and other obligors for any payment hereunder,
      and
      to the acceptance of any and all other security for any payment hereunder,
      and
      agree that the addition of any such obligors or security shall not affect the
      liability of the parties hereto for any payment hereunder.

     

    (c)
      Nothing
      herein shall be construed as prohibiting any party hereto from pursuing any
      rights or remedies it may have against any Person in a separate legal
      proceeding.

     

    Section
      4.4 Assignments;
      Reinsurance; Third-Party Rights.
      (a)
      This Insurance Agreement shall be a continuing obligation of the parties hereto
      and shall be binding upon and inure to the benefit of the parties hereto and
      their respective successors and permitted assigns. None of the Transaction
      Parties may assign its rights under this Insurance Agreement, or delegate any
      of
      its duties hereunder, without the prior written consent of the Insurer. Any
      assignments made in violation of this Insurance Agreement shall be null and
      void.

     

    
      
        
        

      

      
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    (b)
      The
      Insurer shall have the right to give participations in its rights under this
      Insurance Agreement and to enter into contracts of reinsurance with respect
      to
      the Ambac Policy upon such terms and conditions as the Insurer may in its
      discretion determine; provided,
      however,
      that no
      such participation or reinsurance agreement or arrangement shall relieve the
      Insurer of any of its obligations hereunder or under the Ambac Policy, and
      provided,
      further,
      that
      any reinsurer or participant will not have any rights against the Transaction
      Parties or the Holders and that none of the Transaction Parties or the Holders
      shall have any obligation to have any communication or relationship with any
      reinsurer or participant in order to enforce the obligations of the Insurer
      hereunder and under the Ambac Policy.

     

    (c)
      The
      Insurer shall be entitled to assign or pledge to any bank, other lender or
      reinsurer providing liquidity or credit with respect to the Transaction or
      the
      obligations of the Insurer in connection therewith, any rights of the Insurer
      under the Transaction Documents or with respect to any real or personal property
      or other interests pledged to the Insurer or in which the Insurer has a security
      interest, in connection with the Transaction, subject in each case to the liens
      granted pursuant to the Transaction Documents; provided
      that no
      such bank or other lender shall thereby obtain any direct right against
      Transaction Parties or the Holders, and further,
      provided;
      that no
      such assignment or pledge shall give any assignee the right to exercise any
      discretionary authority that the Transaction Documents provide shall be
      exercisable by the Insurer or relieve the Insurer of any of its obligations
      hereunder or under the Ambac Policy.

     

    (d)
      Except
      as
      provided herein with respect to participants and reinsurers, nothing in this
      Insurance Agreement shall confer any right, remedy or claim, express or implied,
      upon any Person not a party hereto, including any Holders, other than the rights
      of the Insurer against the Transaction Parties and all the terms, covenants,
      conditions, promises and agreements contained herein shall be for the sole
      and
      exclusive benefit of the parties hereto and their successors and permitted
      assigns. Neither the Indenture Trustee nor any Holders shall have any right
      to
      payment from any Premiums paid or payable hereunder or under the Indenture
      or
      from any amounts paid by the Issuing Entity or UACC pursuant to Sections 3.2,
      3.3 or 3.4 hereof.

     

    Section
      4.5 Liability
      of the Insurer.
      Neither
      the Insurer nor any of its officers, directors or employees shall be liable
      or
      responsible for: (a) the use that may be made of the Ambac Policy by the
      Indenture Trustee or any other party or for any acts or omissions of the
      Indenture Trustee or any other party in connection therewith; or (b) the
      validity, sufficiency, accuracy or genuineness of documents delivered to the
      Insurer in connection with any claim under the Ambac Policy, or of any
      signatures thereon, even if such documents or signatures should in fact prove
      to
      be in any or all respects invalid, insufficient, fraudulent or forged (unless
      the Insurer shall have actual knowledge thereof). In furtherance and not in
      limitation of the foregoing, the Insurer may accept documents that appear on
      their face to be in order, without responsibility for further
      investigation.

     

    Section
      4.6 Regulation
      AB.
      The
      Insurer agrees that all consolidated financial statements of Ambac Assurance
      Corporation and subsidiaries included in documents filed by Ambac Financial
      Group, Inc. with the Securities and Exchange Commission pursuant to Sections
      13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended,
      may be incorporated by reference into any Form 8-K, Form 10-D or Form 10-K
      filed
      by the Seller, solely to the extent required under Regulation AB. It is
      understood and agreed that, to the extent any consent letter of the Insurer’s
      accountants is required by the Seller in connection with such filing, the fees
      and expenses payable in respect thereof shall be paid by the UACC upon
      demand.

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

    The
      Insurer represents that, as of the date of the Prospectus Supplement and as
      of
      each date that financial statements are to be incorporated by reference into
      the
      Seller’s periodic filings, that it satisfies each of the conditions set forth in
      Section 1100(c)(1) of Regulation AB (the “Section 1100(c)(1) Conditions”);
      provided, however that to the extent that the Insurer does not in the future
      satisfy the Section 1100(c)(1) Conditions, the Insurer agrees that it will
      promptly make its financial statements available in physical form to the Seller
      promptly upon their becoming available. The Insurer also represents that it
      will
      make available upon request of the Seller, any information contemplated by
      Section 1119(a) of Regulation AB with regard to affiliations that arise between
      it and the Trustee or any of its affiliates.

     

    Section
      4.7 Rights
      and Remedies.
      Each
      party (other than the Indenture Trustee) to this Insurance Agreement has
      acknowledged and agreed to and hereby confirms its acknowledgement and agreement
      to, and the Indenture Trustee has acknowledged and hereby confirms its
      acknowledgement of, the collateral sale and assignment by UACC to the Seller,
      by
      the Seller to the Issuing Entity, and each party to this Insurance Agreement
      has
      acknowledged and agreed to and hereby confirms its acknowledgement and agreement
      to the pledge by the Issuing Entity to the Indenture Trustee, of all of its
      right, title and interest in, to and under the Trust Estate, and the Transaction
      Documents and all of the Issuing Entity’s rights, remedies, powers and
      privileges and all claims of the Issuing Entity or the Seller, as the case
      may
      be, against UACC, of the Issuing Entity or the Seller, as the case may be,
      and
      of the Issuing Entity against the Seller, under or with respect to the
      Transaction Documents (whether arising pursuant to the terms thereof or
      otherwise available at law or in equity), including without limitation (whether
      or not any of a Default or Event of Default under the Indenture, an Event of
      Default hereunder, a Servicer Termination Event or a Trigger Event has occurred
      and is continuing) (i) the right of the Issuing Entity at any time to enforce
      the Transaction Documents against the Servicer, the Seller or UACC and the
      obligations of the Servicer, the Seller, and UACC thereunder and (ii) the right
      at any time to give or withhold any and all consents, requests, notices,
      directions, approvals, demands, extensions or waivers under or with respect
      to
      any Transaction Document or the obligations in respect of the Issuing Entity,
      the Servicer, the Seller or UACC thereunder, all of which rights, remedies,
      powers, privileges and claims may, notwithstanding any provision to the contrary
      by any of the Transaction Documents, be exercised and/or enforced by the
      Indenture Trustee in lieu of and in the place and stead of the Seller and the
      Issuing Entity to the same extent as the Seller or the Issuing Entity would
      otherwise do, and except to the extent a Transaction Document provides that
      the
      Insurer shall not have such a right upon an Insurer Default that has occurred
      and is continuing, neither the Seller nor the Issuing Entity may exercise any
      of
      the foregoing rights without the prior written consent of the Insurer. Each
      party hereto further acknowledges and agrees that, unless an Insurer Default
      has
      occurred and is continuing, the Indenture Trustee will take or refrain from
      taking any action, and exercise or refrain from exercising any rights under
      the
      Transaction Documents in its capacity as Indenture Trustee pursuant to the
      written direction of the Insurer; provided,
      however,
      that
      the obligations of the Indenture Trustee to take or refrain from taking, or
      to
      exercise or refrain from exercising, any such action or rights shall not apply
      to routine administrative tasks required to be performed by the Indenture
      Trustee pursuant to the Transaction Documents and shall be limited to those
      actions and rights that can be exercised or taken (or not exercised or taken,
      as
      the case may be) in full compliance with the provisions of the Transaction
      Documents and with applicable law.

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      V

     

    DEFAULTS
      AND REMEDIES

     

    Section
      5.1 Defaults.
      The
      occurrence of any of the following events shall constitute an “Event
      of Default”
      hereunder:

     

    (a)
      Any
      representation or warranty made by any of the Transaction Parties hereunder
      or
      under the Transaction Documents, or in any certificate furnished hereunder
      or
      under the Transaction Documents, prove to be untrue or misleading in any
      material respect; provided,
      however,
      that if
      such Transaction Party effectively cures any such defect in any representation
      or warranty under any Transaction Document or certificate or report furnished
      under any Transaction Document, within the time period specified in the related
      Transaction Document as the cure period therefor, such defect shall not in
      and
      of itself constitute an Event of Default;

     

    (b)
      (i)
      Any
      Transaction Party fails to pay or deposit when due any amount required to be
      paid or deposited by it hereunder or under any other Transaction Document and
      such failure has continued for a period of at least two (2) Business Days or,
      if
      so specified in the applicable Transaction Document, the applicable grace period
      set forth herein, or (ii) a legislative body has enacted any law that declares
      or a court of competent jurisdiction finds or rules that this Insurance
      Agreement or any other Transaction Document is not valid and binding on the
      Transaction Parties hereto or thereto;

     

    (c)
      The
      occurrence and continuance of an Event of Default under the Indenture or
      Servicer Termination Event under the Sale and Servicing Agreement;

     

    (d)
      Any
      failure on the part of any Transaction Party duly to observe or perform in
      any
      material respect any other of the covenants or agreements on the part of such
      Transaction Party contained in this Insurance Agreement or in any other
      Transaction Document which continues unremedied beyond any cure period provided
      therein, or, in the case of this Insurance Agreement, for a period of 30 days
      after the earlier of the date on which written notice of such failure, requiring
      the same to be remedied, has been given to UACC by the Insurer (with a copy
      to
      the Indenture Trustee) or by the Indenture Trustee (with a copy to the Insurer),
      or a Responsible Officer of such Transaction Party has actual knowledge
      thereof;

     

    (e)
      The
      entry
      of a decree or order by a court or agency or supervisory authority having
      jurisdiction in the premises for appointment of a conservator, receiver or
      liquidator or similar official for any Transaction Party which is a party to
      any
      Transaction Document in any bankruptcy, insolvency, readjustment of debt,
      marshaling of assets and liabilities or similar proceedings or for the winding
      up or liquidation of its respective affairs, and the continuance of any such
      decree or order unstayed and in effect for a period of 30 consecutive
      days;

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

     

    (f)
      The
      consent by any Transaction Party to the appointment of a conservator or receiver
      or liquidator or similar official in any bankruptcy, insolvency, readjustment
      of
      debt, marshaling of assets and liabilities, or similar proceedings of or
      relating to such Transaction Party or relating to all or substantially all
      of
      its respective property; or any such Transaction Party admits in writing its
      inability to pay its debts generally as they become due, files a petition to
      take advantage of any applicable bankruptcy, insolvency or reorganization
      statute, make an assignment for the benefit of its creditors or voluntarily
      suspends payment of its obligations;

     

    (g)
      Ray
      Thousand is not the Chief Executive Officer of United PanAm Financial
      Corporation, and the replacement Chief Executive Officer has not been approved
      by the Insurer;

     

    (h)
      The
      shadow rating of the notes provided by S&P or Moody’s shall fall below “BBB”
or “Baa2,” respectively;

     

    (i)
      Failure
      by the Servicer to (x) deliver the Servicer's Certificate by the Determination
      Date, (y) to deposit to the Collection Account any amount required to be
      deposited therein or (z) to purchase any Receivable required to be purchased
      by
      it in accordance with the Sale and Servicing Agreement in the case of any of
      (x), (y) or (z), after the earlier to occur of (1) written notice of such
      failure having been received by the Servicer from the Indenture Trustee, the
      Issuing Entity, the Insurer or the Majority Noteholders; or (2) discovery of
      such failure by an officer of the Servicer;

     

    (j)
      A
      claim
      is made under the Policy;

     

    (k)
      There
      is
      a Change in Control;

     

    (l)
      UACC
      changes its credit and collection policy with respect to the Receivables without
      the prior written consent of the Insurer;

     

    (m)
      The
      Issuing Entity becoming taxable as an association or a publicly traded
      partnership taxable as a corporation for federal or state tax
      purposes;

     

    (n)
      A
      Level 3
      Trigger Event shall have occurred;

     

    (o)
      The
      Servicer realizes a net loss as determined in accordance with generally accepted
      accounting principles in each of two consecutive fiscal quarters;

     

    (p)
      A
      final,
      non-appealable judgment shall be entered against, or settlements by any of
      the
      Transaction Parties by a court of competent jurisdiction assessing monetary
      damages in excess of $10 million and, in the case of a judgment, such judgment
      shall not have been discharged or stayed within 60 days;

     

    (q)
      Except
      as
      permitted by the Basic Documents, UPFC, the Seller or the Servicer shall make
      any assignment of any of its rights or obligations under the Basic Documents
      or
      any attempt to make such an assignment without the express written consent
      of
      the Insurer; or

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

     

    (r)
      UPFC
      or
      any of their affiliates or subsidiaries is in default under any indebtedness
      having an outstanding principal amount of $1 million or more. 

     

    Section
      5.2 Remedies;
      No Remedy Exclusive.
      (a)
      Upon the occurrence of an Event of Default hereunder, the Insurer may take
      whatever action at law or in equity as may appear necessary or desirable in
      its
      judgment to collect the amounts, if any, then due under this Insurance Agreement
      or any other Transaction Document or to enforce performance and observance
      of
      any obligation, agreement or covenant of the Transaction Parties under this
      Insurance Agreement or any other Transaction Document, either in its own
      capacity or as Controlling Party.

     

    (b)
      Unless
      otherwise expressly provided, no remedy herein conferred or reserved is intended
      to be exclusive of any other available remedy, but each remedy shall be
      cumulative and shall be in addition to other remedies given under this Insurance
      Agreement or any other Transaction Document, or existing at law or in equity.
      No
      delay or omission to exercise any right or power accruing under this Insurance
      Agreement or any other Transaction Document upon the happening of any event
      set
      forth in Section 5.1 shall impair any such right or power or shall be construed
      to be a waiver thereof, but any such right and power may be exercised from
      time
      to time and as often as may be deemed expedient. In order to entitle the Insurer
      to exercise any remedy reserved to the Insurer in this Article, it shall not
      be
      necessary to give any notice, other than such notice as may be required by
      this
      Article.

     

    (c)
      Each
      party to this Insurance Agreement hereby agrees that, in addition to any other
      rights or remedies existing in its favor, it shall be entitled to specific
      performance and/or injunctive relief in order to enforce any of its rights
      or
      any obligation owed to it under the Transaction Documents.

     

    Section
      5.3 Waivers.
      (a) No
      failure by the Insurer to exercise, and no delay by the Insurer in exercising,
      any right hereunder shall operate as a waiver thereof. The exercise by the
      Insurer of any right hereunder shall not preclude the exercise of any other
      right, and the remedies provided herein to the Insurer are declared in every
      case to be cumulative and not exclusive of any remedies provided by law or
      equity.

     

    (b)
      The
      Insurer shall have the right, to be exercised in its complete discretion, to
      waive any Event of Default hereunder, by a writing setting forth the terms,
      conditions and extent of such waiver signed by the Insurer and delivered to
      UACC
      and the Indenture Trustee. Unless such writing expressly provides to the
      contrary, any waiver so granted shall extend only to the specific event or
      occurrence which gave rise to the Event of Default so waived and not to any
      other similar event or occurrence which occurs subsequent to the date of such
      waiver.

     

    ARTICLE
      VI

     

    MISCELLANEOUS

     

    Section
      6.1 Amendments,
      Etc.
      This
      Insurance Agreement may be amended, modified, supplemented or terminated only
      by
      written instrument or written instruments signed by the parties hereto. No
      consent of any reinsurer or participant contracted with by the Insurer pursuant
      to Section 4.4(b) hereof shall be required for any amendment, modification,
      supplement or termination hereof. UACC agrees to provide a copy of any amendment
      to this Insurance Agreement promptly to the Rating Agencies. No act or course
      of
      dealing shall be deemed to constitute an amendment, modification, supplement
      or
      termination hereof. Unless an Insurer Event of Default has occurred and is
      continuing, the other Transaction Documents may be amended, modified or
      supplemented only with the prior written consent of the Insurer and any
      amendment, modification or supplement without such consent shall be null and
      void and of no force and effect.

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

     

    Section
      6.2 Notices.
      All
      demands, notices and other communications to be given hereunder shall be in
      writing (except as otherwise specifically provided herein) and shall be (i)
      mailed by prepaid registered or certified mail, return receipt requested, or
      (ii) personally delivered by messenger or overnight courier (with confirmation
      of receipt) and in either case telecopied to the recipient as
      follows:

     

    (a)
      To
      the
      Insurer:

     

    
      	
              Ambac
                Assurance Corporation

            	 
	
              One
                State Street Plaza

            	 
	
              New
                York, New York 10004

            	 
	
              Attention:
                Structured Finance Department - ABS

            
	
              Telecopy
                No.: 212-208-3547

            	 
	
              Confirmation:
                212-668-0340

            	 
	
              with
                a copy to the attention of: 

            	 Michael Babick, Managing
              Director
	 	 Telecopy
              No.: 212-363-1459
	 	 Confirmation:
              212-208-3407


    

     

    (in
      each
      case in which notice or other communication to the Insurer refers to a Servicer
      Termination Event, an Event of Default hereunder, a Default or Event of Default
      under the Indenture or a Trigger Event, a claim on the Ambac Policy or any
      event
      with respect to which failure on the part of the Insurer to respond shall be
      deemed to constitute consent or acceptance, then a copy of such notice or other
      communication shall also be sent to the attention of the general counsel of
      each
      of the Insurer and the Indenture Trustee and shall be marked to indicate “URGENT
      MATERIAL ENCLOSED.”)

     

    (b)
      To
      UACC:

     

    United
      Auto Credit Corporation

    18191
      Von
      Karman Avenue

    Irvine,
      California 92612

    Attention:
      Arash Khazei, CFO

    Telephone:
      949-224-1927

    Facsimile:
      949-224-1910

     

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

     

    (c)
      To
      the
      Seller:

     

    UPFC
      Auto
      Financing Corporation

    Business
      Operations Unit

    860
      W.
      Airport Freeway, Suite 702

    Hurst,
      Texas 76054

    Attention:
      David J. Carlton, Senior Vice President

    Telephone:
      817-577-6200

    Facsimile:
      817-577-6201

     

    (d)
      To
      the
      Issuing Entity:

     

    
      	
            
	
              
                UPFC
                  Auto Receivables Trust 2007-B in care
                  of:

              

            	
              Wells Fargo Delaware Trust Company,   

              as
                Owner Trustee

            
	
            	
              919
                N. Market Street

            
	 	
              Suite
                700

            
	 	
              Wilmington,
                Delaware 19801

            
	 	
              Attention:
                Corporate Trust Services

            
	 	
              Telephone:
                (302) 575-2004

            
	 	
              Facsimile:
                (302) 575-2006

            
	 	 
	
              with
                a copy to the attention of:

            	
              United
                Auto Credit Corporation

            
	 	
              18191
                Von Karman Avenue, Suite 300

            
	 	
              Irvine,
                California 92612

            
	 	
              Attention:
                Arash Kazei, CFO

            
	 	
              Telephone:
                949-224-1227

            
	 	
              Facsimile:
                949-224-1910

            


    

     

    (e)
      To
      the
      Indenture Trustee:

     

    Deutsche
      Bank Trust Company Americas

    Corporate
      Trust and Agency Services

    60
      Wall
      Street, 26th Floor

    New
      York,
      NY 10005

    Attention:
      Structured Finance Services

    Phone:
      (212) 250-4772

    Facsimile:
      (212) 797-8606

     

    A
      party
      may specify an additional or different address or addresses by writing mailed
      or
      delivered to the other parties as aforesaid. All such notices and other
      communications shall be effective upon receipt.

     

    Section
      6.3 Severability.
      In the
      event that any provision of this Insurance Agreement is held invalid or
      unenforceable by any court of competent jurisdiction, the parties hereto agree
      that such holding shall not invalidate or render unenforceable any other
      provision hereof. The parties hereto further agree that the holding by any
      court
      of competent jurisdiction that any remedy pursued by any party hereto is
      unavailable or unenforceable shall not affect in any way the ability of such
      party to pursue any other remedy available to it.

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

     

    Section
      6.4 Governing
      Law.
      This
      Insurance Agreement shall be governed by and construed in accordance with the
      laws of the State of New York without regard to conflicts of laws
      provisions.

     

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

     

    (b)
      To
      the
      extent permitted by applicable law, the parties shall not seek and hereby waive
      the right to any review of the judgment of any such court by any court of any
      other nation or jurisdiction which may be called upon to grant an enforcement
      of
      such judgment.

     

    (c)
      Service
      on any party hereto may be made by mailing or delivering copies of the summons
      and complaint and other process which may be served in any suit, action or
      proceeding to such party at its address listed in Section 6.2 herein. Such
      address may be changed by the applicable party or parties by written notice
      to
      each of the other parties hereto.

     

    (d)
      Nothing
      contained in this Insurance Agreement shall limit or affect any party’s right to
      serve process in any other manner permitted by law or to start legal proceedings
      relating to any of the Transaction Documents against any other party or its
      properties in the courts of any jurisdiction.

     

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

     

    Section
      6.6 Consent
      of the Insurer.
      In the
      event that the consent of the Insurer is required under any of the Transaction
      Documents, the determination whether to grant or withhold such consent shall
      be
      made by the Insurer in writing and in its sole discretion except to the extent
      such consent of the Insurer pursuant to the terms of the applicable Transaction
      Document may not be unreasonably withheld, and without any implied duty towards
      any other Person.

     

    Section
      6.7 Counterparts.
      This
      Insurance Agreement may be executed in counterparts by the parties hereto,
      and
      all such counterparts shall constitute one and the same instrument.

     

    Section
      6.8 Headings.
      The
      headings of Articles and Sections and the Table of Contents contained in this
      Insurance Agreement are provided for convenience only. They form no part of
      this
      Insurance Agreement and shall not affect its construction or
      interpretation.

     

    Section
      6.9 Trial
      by Jury Waived.
      Each
      party hereby waives, to the fullest extent permitted by law, any right to a
      trial by jury in respect of any litigation arising directly or indirectly out
      of, under or in connection with any of the Transaction Documents or any of
      the
      transactions contemplated thereunder. Each party hereto (a) certifies that
      no
      representative, agent or attorney of any party hereto has represented, expressly
      or otherwise, that it would not, in the event of litigation, seek to enforce
      the
      foregoing waiver and (b) acknowledges that it has been induced to enter into
      the
      Transaction Documents to which it is a party by, among other things, this
      waiver.

     

    Section
      6.10 Limited
      Liability.
      No
      recourse under any Transaction Document shall be had against, and no personal
      liability shall attach to, any officer, employee, director, affiliate or
      shareholder of the Insurer or any other party hereto, as such, by the
      enforcement of any assessment or by any legal or equitable proceeding, by virtue
      of any statute or otherwise in respect of any of the Transaction Documents
      (including the Class A Notes and the Ambac Policy), it being expressly agreed
      and understood that each Transaction Document is solely a corporate obligation
      of each party hereto, and that any and all personal liability, either at common
      law or in equity, or by statute or constitution, of every such officer,
      employee, director, affiliate or shareholder for breaches of any party hereto
      of
      any obligations under any Transaction Document is hereby expressly waived as
      a
      condition of and in consideration for the execution and delivery of this
      Insurance Agreement.

     

    Section
      6.11 Entire
      Agreement; Facsimile Signatures.
      This
      Insurance Agreement, the Fee Letter and the Ambac Policy set forth the entire
      agreement between the parties with respect to the subject matter hereof and
      thereof, and supersede and replace any agreement or understanding that may
      have
      existed between the parties prior to the date hereof in respect of such subject
      matter. Execution and delivery of this Insurance Agreement by facsimile
      signature shall constitute execution and delivery of this Insurance Agreement
      for all purposes hereof with the same force and effect as execution and delivery
      of a manually signed copy hereof.

     

    Section
      6.12 Indenture
      Trustee.
      (a)
      Deutsche Bank Trust Company Americas, as the Indenture Trustee, Trust Collateral
      Agent and Backup Servicer hereby acknowledges and agrees to perform all its
      obligations and duties pursuant to the Transaction Documents to which it is
      a
      party thereto.

     

    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    

     

    (b)
      In
      order
      to comply with laws, rules, regulations and executive orders in effect from
      time
      to time applicable to banking institutions, including those relating to the
      funding of terrorist activities and money laundering (“Applicable Law”), the
      Indenture Trustee is required to obtain, verify and record certain information
      relating to individuals and entities which maintain a business relationship
      with
      the Indenture Trustee. Accordingly, each of the parties agrees to provide to
      the
      Indenture Trustee upon its request from time to time such identifying
      information and documentation as may be available for such party in order to
      enable the Indenture Trustee to comply with Applicable Law.

     

    Section
      6.13 Third
      Party Beneficiary.
      Subject
      to the provisions of the Transaction Documents, each of the parties hereto
      agrees that the Insurer shall have all rights of an intended third party
      beneficiary in respect of each of the Transaction Documents, including the
      right
      to enforce the respective obligations of the parties thereunder.

     

    Section
      6.14 No
      Proceedings.
      Each of
      the parties hereto agrees that it will not institute against the Issuing Entity
      or the Seller any involuntary proceeding or otherwise institute any bankruptcy,
      reorganization, arrangement, insolvency or liquidation proceeding or other
      proceeding under any federal or state bankruptcy or similar law until the date
      which is one year and one day or, if longer, the then applicable preference
      period plus one day, since the last day on which any Class A Notes shall have
      been outstanding and all amounts payable to the Insurer hereunder shall have
      been paid in full.

     

    Section
      6.15 Limitation
      of Owner Trustee Liability.
      It is
      expressly understood and agreed by the parties hereto that (a) this document
      is
      executed and delivered by Wells Fargo Delaware Trust Company, not individually
      or personally, but solely as Owner Trustee, in the exercise of the powers and
      authority conferred and vested in it, pursuant to the Trust Agreement for UPFC
      Auto Receivables Trust 2007-B, (b) each of the representations, undertakings
      and
      agreements herein made on the part of the Issuing Entity is made and intended
      not as personal representations, undertakings and agreements by Wells Fargo
      Delaware Trust Company but is made and intended for the purpose for binding
      only
      the Issuing Entity, (c) nothing herein contained shall be construed as creating
      any liability on Wells Fargo Delaware Trust Company, individually or personally,
      to perform any covenant either expressed or implied contained herein, all such
      liability, if any, being expressly waived by the parties hereto and by any
      person claiming by, through or under the parties hereto, and (d) under no
      circumstances shall Wells Fargo Delaware Trust Company be personally liable
      for
      the payment of any indebtedness or expenses of the Issuing Entity or be liable
      for the breach or failure of any obligation, representation, warranty or
      covenant made or undertaken by the Issuing Entity under this Agreement or any
      other related documents.

     

    Section
      6.16 Limitation
      of Indenture Trustee, Trust Collateral Agent and Backup Servicer
      Liability.
      In no
      event shall the Indenture Trustee, the Trust Collateral Agent and the Backup
      Servicer be liable for any indirect, special, punitive or consequential loss
      or
      damage of any kind whatsoever, including but not limited to, lost profits,
      even
      if the Indenture Trustee, the Trust Collateral Agent or the Backup Servicer
      has
      been advised of such loss or damage and regardless of the form of
      action.

     

    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

       

    

    In
      no
      event shall the Indenture Trustee, the Trust Collateral Agent and the Backup
      Servicer be liable for any failure or delay in the performance of its
      obligations hereunder because of circumstances beyond its control, including
      but
      not limited to, acts of God, flood, war (whether declared or undeclared),
      terrorism, fire, riot, embargo, government action, including any laws,
      ordinances, regulations, governmental action or the like which delay, restrict
      or prohibit the providing of the services contemplated by this Insurance
      Agreement.

     

    ANY
      PERSON WHO KNOWINGLY AND WITH INTENT TO DEFRAUD ANY INSURANCE COMPANY OR OTHER
      PERSON FILES AN APPLICATION FOR INSURANCE OR STATEMENT OF CLAIM CONTAINING
      ANY
      MATERIALLY FALSE INFORMATION, OR CONCEALS FOR THE PURPOSE OF MISLEADING,
      INFORMATION CONCERNING ANY FACT MATERIAL THERETO, COMMITS A FRAUDULENT INSURANCE
      ACT, WHICH IS A CRIME AND SHALL ALSO BE SUBJECT TO A CIVIL PENALTY NOT TO EXCEED
      FIVE THOUSAND DOLLARS AND THE STATED VALUE OF THE CLAIM FOR EACH SUCH
      VIOLATION.

     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]

     

    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    

     

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

    
      	 	 	 
	 	
              AMBAC
                ASSURANCE CORPORATION, 
                as
                  Insurer

              

            
	 
 	 
 	 
 
	 	By:  	
            
	 	
              
Name:
	 	
              Title:

            


    

     

    
      	 	 	 
	 	
              UPFC
                AUTO RECEIVABLES TRUST 2007-B,

              
                as
                  Issuing Entity

              

            
	 
 	 
 	 
 
	 	By:  	
              WELLS
                FARGO DELAWARE TRUST COMPANY,

            
	 	
              not
                in its individual capacity,

              
                but
                  solely as Owner Trustee

              

            


      	 	 	 
	 	 	 
	 	By:  	 
	 	
              
Name:
	 	
              Title:

            


    

    
      	 	 	 
	 	
              UPFC
                AUTO FINANCING CORPORATION, as Seller

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              
Name:
	 	
              Title:

            


      	 	 	 
	 	 
	 	
              UNITED
                AUTO CREDIT CORPORATION,

              
                as
                  Servicer

              

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              
Name:
	 	
              Title:

            




    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    


    
      	 	 	 
	 	
              DEUTSCHE
                BANK TRUST COMPANY AMERICAS

              not
                in its individual capacity, but solely

              as
                Indenture Trustee, Trust Collateral Agent and Backup
                Servicer

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              Name:

            
	 	
              Title:

            


    

    
      	 	 	 
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              Name:

            
	 	
              Title:

            


    

     

    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A

     

    FORM
      OF AMBAC POLICY

     

    
      
        
        

      

      
        A-1