AMBAC
        ASSURANCE CORPORATION

       

      NOTE
        GUARANTY INSURANCE POLICY

       

      Policy
        No. AB1119BE

       

      
        	
                Insured
                  Party:

              	 	
                The
                  Indenture Trustee (as defined herein) for the benefit of the Holders
                  (as
                  defined herein) of the UPFC Auto Receivables Trust 2007-B Asset-Backed
                  Class A Notes, issued pursuant to the Indenture.

              
	 	 	 
	
                Insured
                  Obligations:

              	 	
                To
                  the extent set forth herein, the aggregate interest on and the
                  aggregate
                  outstanding principal balance of all Class A Notes owned by Holders,
                  such
                  principal amount not to exceed in the aggregate
                  $250,000,000.

              
	 	 	 
	
                Policy
                  Claim Amounts:

              	 	
                (i)
                  With respect to each Distribution Date, the excess, if any, without
                  duplication, of (a) the Scheduled Payments minus (b) the sum, without
                  duplication of: (w) all amounts of Available Funds for the related
                  Collection Period, (x) Additional Funds Available, if any, for
                  such
                  Distribution Date, (y) all other funds on deposit in the Collection
                  Account, the Note Distribution Account, the Spread Account and
                  any other
                  Trust Accounts available for payment of Scheduled Payments on the
                  Class A
                  Notes on such Distribution Date and (z) any other amounts available
                  pursuant to the Basic Documents to pay the Scheduled Payments on
                  such
                  Distribution Date, in each case to the extent available in accordance
                  with
                  the priorities set forth in the Indenture and the Sale and Servicing
                  Agreement, and (ii) with respect to any Preference Payment Date,
                  Preference Amounts; provided,
                  however,
                  that the aggregate amount of all such Preference Amounts shall
                  be subject
                  to the limitations in such definition; provided,
                  further,
                  that in no event shall the aggregate amount payable by the Insurer
                  under
                  this Policy exceed the Maximum Insured Amount.

              
	 	 	 


      

      For
        consideration received, AMBAC ASSURANCE CORPORATION, a Wisconsin domiciled
        stock
        insurance corporation (“Ambac”
or
        the
“Insurer”),
        in
        consideration of the payment of the insurance premium payable with respect
        hereto, hereby unconditionally and irrevocably guarantees, subject only to
        (i)
        proper presentation of a Notice in accordance with the terms of this Note
        Guaranty Insurance Policy (together with each and every endorsement, if any,
        hereto, the “Policy”)
        and
        (ii) the terms of the Policy, the payment to, or at the direction of, the
        Indenture Trustee, for the benefit of the Holders of the Insured Obligations,
        that portion of the Policy Claim Amounts which are Due for Payment but are
        unpaid by reason of Nonpayment.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      1. Definitions.

       

      Capitalized
        terms used herein and not otherwise defined shall have the meaning assigned
        to
        them in the Insurance Agreement or, if not defined therein, in the Sale and
        Servicing Agreement, or, if not defined therein, in the Indenture, without
        giving effect to any subsequent amendment or modification thereto unless
        such
        amendment or modification has been approved in writing by Ambac. For purposes
        of
        the Policy, the following terms shall have the following meanings:

       

      “Affiliate”
shall
        mean, 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.

       

      “Bankruptcy
        Code”
shall
        mean Title 11 of the United States Code.

       

      “Basic
        Documents”
shall
        mean the Sale and Servicing Agreement, the Certificate of Trust, the Trust
        Agreement, the Sale Agreement, the Insurance Agreement, the Indenture, the
        Spread Account Agreement and all other documents and certificates delivered
        in
        connection therewith.

       

      “Business
        Day”
shall
        mean a day other than (a) a Saturday or a Sunday, (b) a day on which the
        Insurer
        is closed or (c) a day on which banking institutions in New York City, Newport
        Beach, California, Wilmington, Delaware or in the city in which the corporate
        trust office of the Indenture Trustee under the Indenture or the Owner Trustee
        under the Trust Agreement is located are authorized or obligated by law or
        executive order to be closed.

       

      “Class
        A Notes”
shall
        mean, collectively, the Class A-1 Notes, the Class A-2 Notes and the Class
        A-3
        Notes.

       

      “Collection
        Account”
shall
        mean the account designated as such, established and maintained pursuant
        to
        Section 5.1 of the Sale and Servicing Agreement.

       

      “Distribution
        Date”
shall
        mean, with respect to each Collection Period, the 15th day of the following
        calendar month, or, if such day is not a Business Day, the immediately following
        Business Day, commencing December 17, 2007.

       


      
        
          
          

        

        
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      “Due
        for Payment”
shall
        mean, with respect to any Policy Claim Amounts, such amount as is due and
        payable pursuant to the terms of the Indenture.

       

      “Final
        Scheduled Distribution Date”
shall
        mean, with respect to (i) the Class A-1 Notes, the November 17, 2008
        Distribution Date, (ii) the Class A-2 Notes, the September 15, 2010 Distribution
        Date and (iii) the Class A-3 Notes, the July 15, 2014 Distribution Date.
        

       

      “Holder”
shall
        mean any registered owner of a Class A Note (other than a Related
        Party).

       

      “Indenture”
shall
        mean that certain Indenture, dated as of November 1, 2007, by and between
        the
        Issuing Entity and the Indenture Trustee.

       

      “Indenture
        Trustee”
shall
        mean Deutsche Bank Trust Company Americas, not in its individual capacity
        but as
        trustee under the Indenture, and its successors and assigns in such
        capacity.

       

      “Insurance
        Agreement”
shall
        mean that certain Insurance and Indemnity Agreement, dated as of November
        1,
        2007, among the Insurer, the Issuing Entity, UACC, the Seller and the Indenture
        Trustee, as such agreement may be amended, modified or supplemented from
        time to
        time.

       

      “Insured
        Payments”
shall
        mean, (i) with respect to any Distribution Date, the aggregate amount actually
        paid by the Insurer to, or at the direction of, the Indenture Trustee in
        respect
        of the amounts set forth in clause (i) of the definition of Policy Claim
        Amounts
        for such Distribution Date and (ii) the aggregate amount of any Preference
        Amounts paid by the Insurer on any given Business Day.

       

      “Insurer”
shall
        mean Ambac, or any successor thereto, as issuer of this Policy.

       

      “Interest
        Rate”
shall
        mean, with respect to (i) the Class A-1 Notes, 4.98685% per annum, (ii) the
        Class A-2 Notes, 5.75% per annum and (iii) the Class A-3 Notes, 6.15% per
        annum.

       

      “Issuing
        Entity”
shall
        mean UPFC Auto Receivables Trust 2007-B, a Delaware statutory trust.


       

      “Late
        Payment Rate”
shall
        mean 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.

       

      “Maximum
        Insured Amount”
shall
        mean $250,000,000 in respect of principal, plus interest thereon calculated
        at
        the applicable Interest Rate for the Class A Notes.

       

      
        
          
          

        

        
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      “Nonpayment”
shall
        mean, with respect to any Distribution Date, Policy Claim Amounts which are
        Due
        for Payment but have not been paid pursuant to the Indenture.

       

      “Notice”
shall
        mean the telephonic or telegraphic notice, promptly confirmed in writing
        by
        telecopy substantially in the form of Exhibit
        A
        or
Exhibit
        B,
        as
        applicable, to this Policy, the original of which is subsequently delivered
        by
        registered or certified mail, from the Indenture Trustee specifying the amount
        of any Policy Claim Amount which shall be due and owing.

       

      “Order”
shall
        have the meaning given such term in Section 8 hereto.

       

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

       

      “Preference
        Amount”
shall
        mean any interest on or principal of the Class A Notes which has become Due
        for
        Payment, the Nonpayment of which would have been covered by the Policy, and
        which was made to a Holder by or on behalf of the Issuing Entity which has
        been
        deemed a preferential transfer and recoverable, or theretofore recovered,
        from
        its Holder pursuant to the Bankruptcy Code in accordance with a final,
        nonappealable order of a court of competent jurisdiction; provided
        that any
        Preference Amount that constitutes interest shall be limited to the amount
        of
        interest on the outstanding principal amount of the Class A Notes (calculated
        at
        the Interest Rate for the relevant class of Class A Notes) accrued as of
        the
        last day of the applicable interest accrual period with respect to the Class
        A
        Notes and shall not, in any event, include any interest on the Class A Notes
        accrued after such date or any interest on such interest amount; provided,
        further,
        that in
        no event shall Ambac be obligated to make any payment in respect of any
        Preference Amount to the extent that such payment, when added to all prior
        payments of Policy Claim Amounts, would exceed the Maximum Insured
        Amount.

       

      “Preference
        Payment Date”
shall
        have the meaning given such term in Section 8 hereto.

       

      “Reimbursement
        Amount”
shall
        mean, as of any Distribution Date, the sum of (x)(i) all Insured Payments
        paid
        by Ambac, but for which Ambac has not been reimbursed prior to such Distribution
        Date, plus
        (ii)
        interest accrued on such Insured Payments not previously repaid calculated
        at
        the Late Payment Rate from the date the Indenture Trustee, or any other Person
        at its direction, received the related Insured Payments or the date such
        Insured
        Payments were made, and (y) without duplication (i) any amounts then due
        and
        owing to Ambac under the Insurance Agreement, the Indenture and the Sale
        and
        Servicing Agreement, as certified to the Indenture Trustee by Ambac plus
        (ii)
        interest on such amounts at the Late Payment Rate.

       

      
        
          
          

        

        
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      “Related
        Party”
shall
        mean any of the Issuing Entity, the Servicer, UACC, the Seller, the Indenture
        Trustee, the Designated Backup Subservicer and any of their respective
        Affiliates.

       

      “Sale
        Agreement”
shall
        mean the Sale Agreement between UACC and the Seller, dated as of November
        1,
        2007 as such Sale Agreement may be amended from time to time.

       

      “Sale
        and Servicing Agreement”
shall
        mean that certain Sale and Servicing Agreement, dated as of November 1, 2007
        by
        and among the Issuing Entity, the Seller, the Servicer, the Trust Collateral
        Agent, the Backup Servicer and the Designated Backup Subservicer, as the
        same
        may be amended or supplemented from time to time.

       

      “Scheduled
        Payments”
shall
        mean, with respect to any Distribution Date, an amount equal to the sum of
        the
        Noteholders’ Interest Distributable Amount (net of any interest shortfalls
        resulting from the application of Relief Act Shortfalls) and the Noteholders’
First Principal Distributable Amount (other than the amount specified in
        clause
        (2)(b) of the definition thereof) for such Distribution Date; provided
        that
        Scheduled Payments shall not include (x) any portion of a Noteholders’ Interest
        Distributable Amount or of a Noteholders' Interest Carryover Amount due to
        Holders because the Notice in proper form was not timely received by Ambac,
        or
        (y) any portion of a Noteholders’ Interest Distributable Amount due to Holders
        representing interest on any prior unpaid Noteholders' Monthly Interest
        Distributable Amount. For the avoidance of doubt, the Noteholders’ Interest
        Distributable Amount shall be determined after giving effect to any prior
        payments made by Ambac under this Policy.

       

      “Seller”
shall
        mean UPFC Auto Financing Corporation, a Texas corporation, and its successors
        and assigns. 

       

      “Servicer”
shall
        mean United Auto Credit Corporation, a California corporation, and its
        successors and assigns.

       

      “Spread
        Account”
shall
        mean the account designated as such, established and maintained pursuant
        to the
        Spread Account Agreement.

       

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

       

      “Trust
        Accounts”
shall
        have the meaning assigned thereto in Section 5.1 of the Sale and Servicing
        Agreement.

       

      “Trust
        Agreement”
shall
        mean the Trust Agreement dated as of July 19, 2007 between the Seller and
        Wells
        Fargo Delaware Trust Company, not in its individual capacity but solely as
        Owner
        Trustee, as amended and restated as of November 8, 2007, as the same may
        be
        amended or supplemented from time to time.

       

      “UACC”
shall
        mean United Auto Credit Corporation, a California corporation.

       

      
        
          
          

        

        
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      2. Payments
        under the Policy.

       

      (a) Upon
        the
        presentation by the Indenture Trustee to Ambac at Ambac’s principal office in
        respect of the applicable Distribution Date of a duly executed Notice, Ambac
        will make or cause to be made to the Indenture Trustee, on the guarantee
        set
        forth in the first paragraph of this Policy, payment in an amount equal to
        the
        applicable Policy Claim Amount.

       

      (b) Amounts
        payable in respect of any Policy Claim Amounts due hereunder, unless otherwise
        stated herein, will be distributed by Ambac to, or at the direction of, the
        Indenture Trustee, by wire transfer of immediately available funds. Solely
        the
        Indenture Trustee on behalf of the Holders shall have the right to make a
        claim
        for Policy Claim Amounts under this Policy.

       

      (c) Ambac’s
        payment obligations hereunder with respect to particular Policy Claim Amounts
        shall be discharged to the extent funds equal to the applicable Policy Claim
        Amounts are paid by Ambac to, or at the direction of, the Indenture Trustee
        in
        accordance with the Indenture Trustee’s requests, whether or not such funds are
        properly applied by the Indenture Trustee. Payments of Policy Claim Amounts
        shall be made only at the time set forth in this Policy, and no accelerated
        Insured Payments shall be made except to the extent that Ambac has specified
        an
        earlier date for payment at its sole option. This Policy does not insure
        against
        loss of any prepayment or other acceleration payment which at any time may
        become due in respect of any Insured Obligations, other than at the sole
        option
        of the Insurer, nor against any risk other than Nonpayment, including failure
        of
        the Indenture Trustee to pay any Policy Claim Amounts or Scheduled Payments
        due
        to Holders.

       

      (d) Notwithstanding
        anything to the contrary set forth herein, in no event shall the aggregate
        amount paid by Ambac hereunder exceed the Maximum Insured Amount
        hereunder.

       

      3. Presentation
        of Notice of Non-Payment and Demand.

       

      (a) Notwithstanding
        any other provision of this Policy but subject to Section 8 hereof with respect
        to Preference Amounts, the Insurer will pay any Policy Claim Amounts payable
        hereunder other than with respect to Preference Amounts to, or at the direction
        of, the Indenture Trustee no later than 12:00 noon, New York City time, on
        the
        later of (i) the Distribution Date on which the related Policy Claim Amount
        is
        due for payment under the Indenture or (ii) the second Business Day following
        actual receipt in New York, New York on a Business Day by the Insurer of
        a
        Notice in the form attached as Exhibit
        A,
        appropriately completed and executed by the Indenture Trustee; provided
        that, if
        such Notice is received after 12:00 noon, New York City time, on such Business
        Day, it will be deemed to be received before 12:00 noon on the following
        Business Day.

       

      (b) If
        any
        such Notice is not in proper form or is otherwise insufficient for the purpose
        of making a claim under this Policy, it shall be deemed not to have been
        received by the Insurer for purposes of this Policy, and the Insurer shall
        promptly so advise the Indenture Trustee in writing and the Indenture Trustee
        may submit an amended or corrected Notice. If such an amended or corrected
        Notice is in proper form and is otherwise sufficient for the purpose of making
        a
        claim under this Policy, it shall be deemed to have been timely received
        on the
        Business Day of such resubmission subject to the proviso in (a)
        above.

       

      
        
          
          

        

        
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      4. Waiver.
        Ambac
        hereby waives and agrees not to assert any and all rights to require the
        Indenture Trustee to make demand on or to proceed against any Person, party
        or
        security prior to demanding payment under this Policy. For the avoidance
        of
        doubt, Ambac does not waive its right to seek payment of all Reimbursement
        Amounts to which it is entitled.

       

      5. Subrogation.
        Upon
        any payment hereunder, in furtherance and not in limitation of Ambac’s equitable
        right of subrogation and Ambac’s rights under the Insurance Agreement, Ambac
        will, to the extent of such payment by Ambac hereunder, be subrogated to
        the
        rights of any Holder to receive any and all amounts due in respect of the
        Insured Obligations as to which such Insured Payment was made, to the extent
        of
        any payment by Ambac under this Policy and Ambac will be a co-beneficiary
        of the
        Indenture Trustee’s lien under the Indenture.

       

      6. Communications.
        All
        notices, presentations, transmissions, deliveries and communications made
        by the
        Indenture Trustee to Ambac with respect to this Policy shall specifically
        refer
        to the number of this Policy and shall be made to Ambac at:

       

      Ambac
        Assurance Corporation

      One
        State
        Street Plaza

      New
        York,
        New York 10004

      Attention:
         Asset-Backed
        Securities Department Head General
        Counsel - URGENT

      Phone:
         (212)
        208-3283

      Fax:  (212)
        556-3556

       

      or
        to
        such other address, officer, telephone number or facsimile number as Ambac
        may
        designate to the Indenture Trustee from time to time. 

       

      7. Nature
        of the Obligations.
        Except
        as expressly provided herein, the obligations of Ambac under this Policy
        are
        irrevocable, absolute and unconditional.

       

      8. Preference
        Payments.
        The
        Insurer shall pay any Preference Amount when due to be paid pursuant to an
        Order
        referred to below, but in any event no earlier than the fifth Business Day
        following actual receipt by the Insurer of (i) a certified copy of the final,
        nonappealable order of a court or other body exercising jurisdiction to the
        effect that a Holder is required to return such Preference Amount paid during
        the term of this Policy because the payments of such amounts were avoided
        as a
        preferential transfer or otherwise rescinded or required to be restored by
        the
        Indenture Trustee or such Holder (the “Order”),
        (ii)
        an opinion of counsel satisfactory to the Insurer stating that the Order
        has
        been entered and is final and not subject to any stay, (iii) an assignment,
        in
        form and substance satisfactory to the Insurer, duly executed and delivered
        by
        such Holder and the Indenture Trustee, irrevocably assigning to the Insurer
        all
        rights and claims of the Indenture Trustee and such Holder relating to or
        arising under the Indenture or otherwise with respect to such Preference
        Amount,
        (iv) appropriate instruments in form satisfactory to the Insurer to effect
        the
        appointment of the Insurer as agent for the Indenture Trustee and such Holder
        in
        any legal proceeding related to such Preference Amount, and (v) a Notice
        (in the
        form attached as Exhibit
        B)
        appropriately completed and executed by the Indenture Trustee (the “Preference
        Payment Date”);
        provided,
        that
        (I) if such documents are received by the Insurer after 12:00 noon, New York
        City time, on such Business Day, they will be deemed to be received on the
        following Business Day, (II) the Insurer shall not be obligated to pay any
        Preference Amount in respect of principal (other than the amount set forth
        in
        clause (i) of the definition of Noteholders’ First Principal Distributable
        Amount) prior to the Final Scheduled Distribution Date for the relevant class
        of
        Class A Notes and (III) any Preference Amount that constitutes interest shall
        be
        limited to the amount of interest on the Outstanding Amount of the Class
        A Notes
        (calculated at the Interest Rate for the relevant class of Class A Notes)
        accrued as of the last day of the applicable interest accrual period with
        respect to the Class A Notes and shall not, in any event, include any interest
        on the Class A Notes accrued after such date or any interest on such interest
        amount. Such payment shall be disbursed to the receiver, conservator,
        debtor-in-possession or trustee in bankruptcy named in the Order, and not
        to the
        Indenture Trustee or the Holder directly, unless the Indenture Trustee or
        the
        relevant Holder has made a payment of the Preference Amount to the court
        or such
        receiver, conservator, debtor-in-possession or trustee in bankruptcy named
        in
        the Order, in which case the Insurer will pay the Indenture Trustee, or as
        directed by the Indenture Trustee, to the extent of the payment of the
        Preference Amount, subject to the delivery of (a) the items referred to in
        clauses (i), (ii), (iii), (iv) and (v) above to the Insurer and (b) evidence
        satisfactory to the Insurer that payment has been made to such court or
        receiver, conservator, debtor-in-possession or trustee in bankruptcy named
        in
        the Order.

       

      
        
          
          

        

        
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      Notwithstanding
        the foregoing, in no event shall Ambac be obligated to make any payment in
        respect of any Preference Amount (i) to the extent that such payment, when
        added
        to all prior payments of Insured Payments, would exceed the Maximum Insured
        Amount or (ii) prior to the time Ambac would have been required to make an
        Insured Payment pursuant to Section 3 of this Policy.

       

      9. No
        Acceleration.
        There
        shall be no acceleration payment due under this Policy unless such acceleration
        is at the sole option of the Insurer. This Policy does not cover (i) premiums,
        if any, payable in respect of the Class A Notes, (ii) shortfalls, if any,
        attributable to any payment of withholding taxes (including penalties and
        interest in respect of any such liability) or (iii) any risk other than
        Nonpayment, including the failure of the Indenture Trustee to apply, disburse,
        transfer or direct Policy payments or Available Funds or other amounts in
        accordance with the Indenture to Holders or to any other party.

       

      10. Termination.
        This
        Policy and the obligations of Ambac hereunder shall terminate upon the first
        date on which each of the following shall have occurred:

       

      
        
          
          

        

        
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      (a) all
        of
        the Scheduled Payments have been paid in full;

       

      (b) any
        period during which any Scheduled Payment could have been avoided in whole
        or in
        part as a preference payment under applicable bankruptcy, insolvency,
        receivership or similar law shall have expired; and

       

      (c) if
        any
        proceedings requisite to avoidance as a preference payment have been commenced
        prior to the occurrence of (a) and (b), a final and nonappealable order in
        resolution of each such proceeding has been entered.

       

      11. Miscellaneous.

       

      (a) This
        Policy sets forth the full understanding of Ambac and, except as expressly
        provided herein, or as otherwise agreed in writing hereafter by Ambac and
        the
        Indenture Trustee, may not be canceled or revoked.

       

      (b) This
        Policy is issued pursuant to, and shall be construed under, the laws of the
        State of New York, without giving effect to the conflicts of laws rules thereof,
        as contemplated in Section 5-1401 of the New York General Obligations
        Law.

       

      (c) THE
        INSURANCE PROVIDED BY THIS POLICY IS NOT COVERED BY THE PROPERTY/CASUALTY
        INSURANCE SECURITY FUND SPECIFIED IN ARTICLE 76 OF THE NEW YORK INSURANCE
        LAW.

       

      (d) Any
        notice hereunder or service of process on Ambac may be made at the address
        listed above for Ambac or such other address as Ambac shall specify in writing
        to the Indenture Trustee.

       

      (e) The
        premium of this Policy is not refundable for any reason. The premium will
        be
        payable on this Policy on each Distribution Date as provided in the Insurance
        Agreement, beginning with the Distribution Date in December 2007.

       

      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.
        

       


      
        
          
          

        

        
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      IN
        WITNESS WHEREOF, Ambac has caused this Note Guaranty Insurance Policy to
        be
        executed and attested this 8th day of November, 2007.

      
        	 	 	 
	 	AMBAC
                ASSURANCE
                CORPORATION
	 
 	 
 	 
 
	
              	By:  	 
	 	
                
Name:
	 	Title:


      

      


      Attest:

      


      


       

        
          

        

      

      Name:

      Title:


      
        
          
          

        

        
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      EXHIBIT
        A

       

      TO
        THE NOTE GUARANTY INSURANCE POLICY

       

      Policy
        No. AB1119BE

       

      NOTICE
        OF NONPAYMENT AND DEMAND

      FOR
        PAYMENT OF INSURED AMOUNTS

      (OTHER
        THAN PREFERENCE AMOUNT)

       

      Date:
        _________

       

      Ambac
        Assurance Corporation

      One
        State
        Street Plaza

      New
        York,
        New York 10004

      Attention: Asset-Backed
        Securities Department Head General
        Counsel - URGENT

       

      Reference
        is made to Note Guaranty Insurance Policy No. AB1119BE (the “Policy”)
        issued
        by Ambac Assurance Corporation (“Ambac”).
        Terms
        capitalized herein and not otherwise defined shall have the meanings specified
        in the Policy, unless the context otherwise requires.

       

      The
        undersigned hereby certifies as follows:

       

      
        	 	
                1.

              	
                It
                  is the Indenture Trustee under the Indenture, and is acting for
                  the
                  Holders.

              


      

       

      
        	 	
                2.

              	
                The
                  relevant Distribution Date is
                  [date].

              


      

       

      
        	 	
                3.

              	
                There
                  is an amount of $_____________ with respect to such Distribution
                  Date,
                  which amount is a Policy Claim Amount which is Due for
                  Payment.

              


      

       

      
        	 	
                4.

              	
                The
                  Indenture Trustee has not heretofore made a demand for the Policy
                  Claim
                  Amount in respect of such Distribution
                  Date.

              


      

       

      
        	 	
                5.

              	
                The
                  Indenture Trustee hereby requests the payment of the Policy Claim
                  Amount
                  that is Due for Payment be made by Ambac under the Policy and directs
                  that
                  payment under the Policy be made to the Indenture Trustee to the
                  following
                  account by bank wire transfer of federal or other immediately available
                  funds in accordance with the terms of the Policy
                  to:_____________.1 

              


      

       

      
        	 	
                6.

              	
                The
                  Indenture Trustee hereby agrees that, following receipt by the
                  Indenture
                  Trustee of the Insured Payment from Ambac, it shall (a) hold such
                  amounts
                  in trust and apply the same directly to the distribution of payments
                  in
                  respect of the Class A Notes when due, (b) not apply such funds
                  for any
                  other purpose, and (c) maintain an accurate record of such payments
                  with
                  respect to the Class A Notes and the corresponding claim on the
                  Policy and
                  proceeds thereof.

              


      

       

      
        
          

        

        
          	
                  1

                	
                  The
                    account number of the Indenture
                    Trustee.

                


        

         

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	 	
                7.

              	
                The
                  Indenture Trustee hereby assigns to Ambac all rights, and confirms
                  that
                  the Holders have assigned all rights, under, and with respect to,
                  the
                  Insured Obligations in respect of which payment is being requested
                  to
                  Ambac.

              


      

       

      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.

       

      
        	 	 	 
	 	 
	 
 	 
 	 
 
	
              	By:  	 
	 	 	
                

              
	 	 	 
	 	Title: 	 
	 	
                

                (Officer)

              
	 	
                 

                 

                 

              


      


      
        
          
          

        

        
          A-2

          
            

          

        

        
          
          

        

      


      EXHIBIT
        B

       

      TO
        THE NOTE GUARANTY INSURANCE POLICY

       

      Policy
        No. AB1119BE

       

      NOTICE
        OF NONPAYMENT AND DEMAND

      FOR
        PAYMENT OF PREFERENCE AMOUNT

       

      Date:
        _________

       

      Ambac
        Assurance Corporation

      One
        State
        Street Plaza

      New
        York,
        New York 10004

      Attention: Asset-Backed
        Securities Department Head 

      General
        Counsel - URGENT

       

      Reference
        is made to Note Guaranty Insurance Policy No. AB1119BE (the “Policy”) issued by
        Ambac Assurance Corporation (“Ambac”).
        Terms
        capitalized herein and not otherwise defined shall have the meanings specified
        in the Policy, unless the context otherwise requires.

       

      The
        undersigned hereby certifies as follows:

       

      
        	 	
                1.

              	
                It
                  is the Indenture Trustee under the Indenture, and is acting for
                  the
                  Holders.

              


      

       

      
        	 	
                2.

              	
                [A
                  payment previously made in respect of the Class A Notes pursuant
                  to the
                  Indenture has become a Preference Amount, as indicated by the attached
                  Order.]

              


      

       

      
        	 	
                3.

              	
                The
                  Holder of the applicable Class A Notes has certified that the Order
                  has
                  been entered and is not subject to
                  stay.

              


      

       

      
        	 	
                4.

              	
                The
                  amount of the Preference Amount is $___________, and consists of
                  interest
                  in the amount of $___________ paid on ___________, _______, [and
                  principal
                  in the amount of $___________ paid on ___________,
                  _______.]

              


      

       

      
        	 	
                5.

              	
                Neither
                  the Indenture Trustee nor the Holder has heretofore made a demand
                  for such
                  Preference Amount.

              


      

       

      
        	 	
                6.

              	
                The
                  Indenture Trustee hereby requests the payment of the Insured Payment
                  be
                  made by Ambac under the Policy and directs that payment under the
                  Policy
                  be made to the Indenture Trustee to the following account by bank
                  wire
                  transfer of federal or other immediately available funds in accordance
                  with the terms of the Policy to:_______.2  

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	 	
                7.

              	
                The
                  Indenture Trustee hereby agrees that if such Insured Payment is
                  made to
                  the Indenture Trustee, following receipt of such Insured Payment
                  from
                  Ambac, it shall (a) hold such amounts in trust and apply the same
                  directly
                  to the Holder for payment of the Preference Amount, (b) not apply
                  such
                  funds for any other purpose, and (c) maintain an accurate record
                  of such
                  payments with respect to the Class A Notes and the corresponding
                  claim on
                  the Policy and proceeds thereof.

              


      

       

      
        	 	
                8.

              	
                The
                  Indenture Trustee hereby assigns to Ambac all rights, and confirms
                  that
                  the Holders have assigned all rights, under, and with respect to,
                  the
                  Insured Obligations in respect of which payment is being requested
                  to
                  Ambac.

              


      

       

      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.

      

        
          	 	 	 
	 	 	 
	 	 	 
	 	
                  By:
                    

                	 
	 	 	 
	 	 	
                  Title: 

                  
                    

                  

                  (Officer)

                


        

         

      

      
        
          
            
              

            
2 The account of the relevant receiver, conservator,
            debtor-in-possession or trustee in bankruptcy named in the Order, unless
            the
            Holder or Indenture Trustee has already paid such Preference Amount to
            such
            party, in which case, the account of the payor.

           

          
            
              
              

            

            
              B-2