EXECUTION
        VERSION

    

     

    
      

      
AMENDED
      AND RESTATED

     

    TRUST
      AGREEMENT

     

    between


     

    UPFC
      AUTO
      FINANCING CORPORATION

    Seller


     

    and


     

    WELLS
      FARGO DELAWARE TRUST COMPANY

    Owner
      Trustee

     

    Dated
      as
      of November 8, 2007

     

    


    
      

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
EXECUTION
      VERSION


    TABLE
      OF CONTENTS

     

    
      	 	 	
              Page

            	 
	
              ARTICLE
                I. Definitions

            	 	 	
              1

            	 
	
              SECTION
                1.1. Capitalized Terms

            	 	 	
              3

            	 
	
              SECTION
                1.2. Other Definitional Provisions

            	 	 	
              3

            	 
	 	 	 	 	 
	
              ARTICLE
                II. Organization

            	 	 	
              4

            	 
	
              SECTION
                2.1. Name

            	 	 	
              4

            	 
	
              SECTION
                2.2. Office

            	 	 	
              4

            	 
	
              SECTION
                2.3. Purposes and Powers

            	 	 	
              4

            	 
	
              SECTION
                2.4. Appointment of Owner Trustee

            	 	 	
              5

            	 
	
              SECTION
                2.5. Initial Capital Contribution of the Trust Estate

            	 	 	
              5

            	 
	
              SECTION
                2.6. Declaration of Trust

            	 	 	
              5

            	 
	
              SECTION
                2.7. Title to Trust Property

            	 	 	
              5

            	 
	
              SECTION
                2.8. Situs of Trust

            	 	 	
              6

            	 
	
              SECTION
                2.9. Representations and Warranties of the Depositor

            	 	 	
              6

            	 
	
              SECTION
                2.10. Covenants of the Certificateholder

            	 	 	
              7

            	 
	
              SECTION
                2.11. Federal Income Tax Treatment of the Trust

            	 	 	
              8

            	 
	 	 	 	 	 
	
              ARTICLE
                III. Certificate and Transfer of Interest

            	 	 	
              8

            	 
	
              SECTION
                3.1. Initial Ownership

            	 	 	
              8

            	 
	
              SECTION
                3.2. The Certificate

            	 	 	
              8

            	 
	
              SECTION
                3.3. Authentication of Certificate

            	 	 	
              8

            	 
	
              SECTION
                3.4. Registration of Transfer and Exchange of Certificate

            	 	 	
              9

            	 
	
              SECTION
                3.5. Mutilated, Destroyed, Lost or Stolen Certificates

            	 	 	
              9

            	 
	
              SECTION
                3.6. Persons Deemed Certificateholders

            	 	 	
              10

            	 
	
              SECTION
                3.7. Maintenance of Office or Agency.

            	 	 	
              10

            	 
	
              SECTION
                3.8. Disposition in Whole But Not in Part.

            	 	 	
              10

            	 
	
              SECTION
                3.9. Transfer Restrictions

            	 	 	
              10

            	 
	
              SECTION
                3.10. Legending of Certificates

            	 	 	
              13

            	 
	 	 	 	 	 
	
              ARTICLE
                IV. Voting Rights and Other Actions

            	 	 	
              13

            	 
	
              SECTION
                4.1. Prior Notice to Holder With Respect to Certain
                Matters

            	 	 	
              13

            	 
	
              SECTION
                4.2. Action by Certificateholder With Respect to Certain
                Matters

            	 	 	
              13

            	 
	
              SECTION
                4.3. Restrictions on Certificateholder’s Power

            	 	 	
              14

            	 
	
              SECTION
                4.4. Rights of Security Insurer

            	 	 	
              14

            	 
	
              SECTION
                4.5. Action With Respect to Bankruptcy Action

            	 	 	
              14

            	 
	
              SECTION
                4.6. Covenants and Restrictions on Conduct of Business

            	 	 	
              15

            	 
	 	 	 	 	 
	
              ARTICLE
                V. Authority and Duties of Owner Trustee

            	 	 	
              17

            	 
	
              SECTION
                5.1. General Authority

            	 	 	
              17

            	 
	
              SECTION
                5.2. General Duties.

            	 	 	
              17

            	 
	
              SECTION
                5.3. Action Upon Instruction

            	 	 	
              17

            	 
	
              SECTION
                5.4. No Duties Except as Specified in This Agreement or in
                Instructions

            	 	 	
              18

            	 
	
              SECTION
                5.5. No Action Except under Specified Documents or
                Instructions

            	 	 	
              19

            	 
	
              SECTION
                5.6. Restrictions

            	 	 	
              19

            	 
	 	 	 	 	 
	
              ARTICLE
                VI. Concerning the Owner Trustee

            	 	 	
              19

            	 
	
              SECTION
                6.1. Acceptance of Trusts and Duties

            	 	 	
              19

            	 


    

     

    
      
        
        

      

      
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    TABLE
      OF CONTENTS
      (Cont.)

     

    
      	 	 	 	
              Page 

            	 
	
              SECTION
                6.2. Furnishing of Documents

            	 	 	
              20

            	 
	
              SECTION
                6.3. Representations and Warranties

            	 	 	
              21

            	 
	
              SECTION
                6.4. Reliance; Advice of Counsel

            	 	 	
              21

            	 
	
              SECTION
                6.5. Not Acting in Individual Capacity

            	 	 	
              22

            	 
	
              SECTION
                6.6. Owner Trustee Not Liable for Certificate or
                Receivables

            	 	 	
              22

            	 
	
              SECTION
                6.7. Owner Trustee May Own Notes

            	 	 	
              22

            	 
	
              SECTION
                6.8. Payments From Owner Trust Estate

            	 	 	
              22

            	 
	
              SECTION
                6.9. Doing Business in Other Jurisdictions

            	 	 	
              23

            	 
	 	 	 	 	 
	
              ARTICLE
                VII. Compensation of Owner Trustee

            	 	 	
              23

            	 
	
              SECTION
                7.1. Owner Trustee’s Fees and Expenses

            	 	 	
              23

            	 
	
              SECTION
                7.2. Indemnification

            	 	 	
              23

            	 
	
              SECTION
                7.3. Payments to the Owner Trustee

            	 	 	
              24

            	 
	
              SECTION
                7.4. Non-recourse Obligations

            	 	 	
              24

            	 
	 	 	 	 	 
	
              ARTICLE
                VIII. Termination of Trust Agreement

            	 	 	
              24

            	 
	
              SECTION
                8.1. Termination of Trust Agreement

            	 	 	
              24

            	 
	 	 	 	 	 
	
              ARTICLE
                IX. Successor Owner Trustees and Additional Owner Trustees

            	 	 	
              25

            	 
	
              SECTION
                9.1. Eligibility Requirements for Owner Trustee

            	 	 	
              25

            	 
	
              SECTION
                9.2. Resignation or Removal of Owner Trustee

            	 	 	
              26

            	 
	
              SECTION
                9.3. Successor Owner Trustee

            	 	 	
              26

            	 
	
              SECTION
                9.4. Merger or Consolidation of Owner Trustee

            	 	 	
              27

            	 
	
              SECTION
                9.5. Appointment of Co-Trustee or Separate Trustee

            	 	 	
              27

            	 
	 	 	 	 	 
	
              ARTICLE
                X. Miscellaneous

            	 	 	
              28

            	 
	
              SECTION
                10.1. Supplements and Amendments

            	 	 	
              28

            	 
	
              SECTION
                10.2. No Legal Title to Owner Trust Estate in
                Certificateholder

            	 	 	
              30

            	 
	
              SECTION
                10.3. Limitations on Rights of Others

            	 	 	
              30

            	 
	
              SECTION
                10.4. Notices

            	 	 	
              30

            	 
	
              SECTION
                10.5. Severability

            	 	 	
              31

            	 
	
              SECTION
                10.6. Separate Counterparts

            	 	 	
              31

            	 
	
              SECTION
                10.7. Assignments; Security Insurer

            	 	 	
              31

            	 
	
              SECTION
                10.8. No Recourse

            	 	 	
              31

            	 
	
              SECTION
                10.9. Headings

            	 	 	
              31

            	 
	
              SECTION
                10.10. GOVERNING LAW

            	 	 	
              31

            	 
	
              SECTION
                10.11. Servicer

            	 	 	
              31

            	 
	
              SECTION
                10.12. Nonpetition Covenants

            	 	 	
              31

            	 
	 	 	 	 	 
	
              ARTICLE
                XI. COMPLIANCE WITH REGULATION AB

            	 	 	
              32

            	 
	
              SECTION
                11.1. Intent of the Parties; Reasonableness

            	 	 	
              32

            	 


    

    


    EXHIBITS


     

    
      	
              Exhibit
                A

            	
              Form
                of Certificate

            
	
              Exhibit
                B

            	
              Form
                of Certificate of Trust

            


    

     

    
      
        
        

      

      
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      TABLE
        OF CONTENTS
        (Cont.)

       

      
        	 	 	 	
                Page 

              	 




    

     

    
      	
              Exhibit
                C

            	
              Form
                of Transferor Certificate

            
	
              Exhibit
                D

            	
              Form
                of Transferee Certificate

            


    

     

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    




    EXECUTION
      VERSION

     

    This
      AMENDED AND RESTATED TRUST AGREEMENT dated as of November 8, 2007, between
      UPFC
      AUTO FINANCING CORPORATION, a Texas corporation (the “Seller”),
      and
WELLS
      FARGO DELAWARE TRUST COMPANY,
      a
      Delaware limited purposes trust company, as Owner Trustee, amends and restates
      in its entirety that certain Trust Agreement dated as of , 2007 between the
      Seller and the Owner Trustee.

     

    ARTICLE
      I. 

     

    Definitions

     

    SECTION
      1.1. Capitalized
      Terms.
      For all
      purposes of this Agreement, the following terms shall have the meanings set
      forth below:

     

    “Agreement”
shall
      mean this Trust Agreement, as the same may be amended and supplemented from
      time
      to time.

     

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

     

    “Benefit
      Plan”
shall
      have the meaning assigned to such term in SECTION 3.9.

     

    “Certificate”
means
      a
      trust certificate evidencing the beneficial interest of a Certificateholder
      in
      the Trust, substantially in the form of Exhibit A attached hereto.

     

    “Certificateholder”
or
      “Holder”
shall
      mean the person in whose name a Certificate is registered on the Certificate
      Register, initially the Seller.

     

    “Certificate
      of Trust”
shall
      mean the Certificate of Trust in the form of Exhibit B filed for the Trust
      pursuant to Section 3810(a) of the Statutory Trust Statute on July 19,
      2007.

     

    “Certificate
      Register”
and
      “Certificate
      Registrar”
shall
      mean the register mentioned and the registrar appointed pursuant to SECTION
      3.4.

     

    “Code”
shall
      mean the Internal Revenue Code of 1986, as amended from time to time, and
      Treasury Regulations promulgated thereunder.

     

    “Corporate
      Trust Office”
shall
      mean, with respect to the Owner Trustee, the principal corporate trust office
      of
      the Owner Trustee located at 919
      Market Street, Suite 1600, Wilmington, Delaware 19801,
      Attention: Corporate Trust Administration, or at such other address as the
      Owner
      Trustee may designate by notice to the Depositor, or the principal corporate
      trust office of any successor Owner Trustee (the address of which the successor
      owner trustee will notify the Depositor).

     

    “Depositor”
shall
      mean the Seller in its capacity as Depositor hereunder.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Distribution
      Date”
shall
      have the meaning set forth in the Sale and Servicing Agreement.

     

    “ERISA”
shall
      have the meaning assigned to such term in SECTION 3.9.

     

    “Exchange
      Act”
shall
      mean the Securities Exchange Act of 1934, as amended.

     

    “Expenses”
shall
      have the meaning assigned to such term in SECTION 7.2.

     

    “Indemnified
      Parties”
shall
      have the meaning assigned to such term in SECTION 7.2.

     

    “Indenture”
shall
      mean the Indenture dated as of November 1, 2007, between the Trust and Deutsche
      Bank Trust Company Americas, as Trust Collateral Agent and Trustee, as the
      same
      may be amended and supplemented from time to time.

     

    “Instructing
      Party”
shall
      mean the Security Insurer (so long as an Insurer Default shall not have occurred
      and be continuing) or the Certificateholder (if an Insurer Default shall have
      occurred and be continuing).

     

    “Owner
      Trust Estate”
shall
      mean all right, title and interest of the Trust in and to the property and
      rights assigned to the Trust pursuant to Article II of the Sale and Servicing
      Agreement, all funds on deposit from time to time in the Trust Accounts and
      all
      other property of the Trust from time to time, including any rights of the
      Owner
      Trustee and the Trust pursuant to the Sale and Servicing Agreement and the
      Spread Account Agreement.

     

    “Owner
      Trustee”
shall
      mean Wells Fargo Delaware Trust Company, a Delaware limited purpose trust
      company, not in its individual capacity but solely as owner trustee under this
      Agreement, and any successor Owner Trustee hereunder.

     

    “Record
      Date”
shall
      mean with respect to any Distribution Date, the close of business on the last
      Business Day immediately preceding such Distribution Date.

     

    “Responsible
      Officer”
shall
      mean, with respect to the Owner Trustee, any officer within the Corporate Trust
      Administration office of the Owner Trustee with direct responsibility for the
      administration of the Trust 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
      and Servicing Agreement”
shall
      mean the Sale and Servicing Agreement dated as of November 1, 2007, among the
      Trust, the Seller, the Servicer, the Trust Collateral Agent, the Backup Servicer
      and the Designated Backup Subservicer, as the same may be amended and
      supplemented from time to time.

     

    “Secretary
      of State”
shall
      mean the Secretary of State of the State of Delaware.

     

    “Security
      Insurer”
shall
      mean Ambac Assurance Corporation, or its successor in interest.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    “Servicer”
shall
      mean UACC, the initial servicer under the Sale and Servicing
      Agreement.

     

    “Spread
      Account”
shall
      mean the Spread Account 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 Trust,
      the Security Insurer, the Collateral Agent, the Trustee and the Trust Collateral
      Agent, as the same may be amended, supplemented or otherwise modified in
      accordance with the terms thereof.

     

    “Statutory
      Trust Statute”
shall
      mean Chapter 38 of Title 12 of the Delaware Code, 12 Del.
      Code§ 3801,
      et seq.,
      as the
      same may be amended from time to time.

     

    “Treasury
      Regulations”
shall
      mean regulations, including proposed or temporary regulations, promulgated
      under
      the Code. References herein to specific provisions of proposed or temporary
      regulations shall include analogous provisions of final Treasury Regulations
      or
      other successor Treasury Regulations.

     

    “Trust”
shall
      mean the trust established by this Agreement.

     

    “Trust
      Collateral Agent”
shall
      mean, initially, Deutsche Bank Trust Company Americas, in its capacity as
      collateral agent, including its successors in interest, until and unless a
      successor Person shall have become the Trust Collateral Agent pursuant to the
      Sale and Servicing Agreement, and thereafter “Trust Collateral Agent” shall mean
      such successor Person.

     

    “UACC”
shall
      mean United Auto Credit Corporation.

     

    SECTION
      1.2. Other
      Definitional Provisions.

     

    (a) Capitalized
      terms used herein and not otherwise defined have the meanings assigned to them
      in the Sale and Servicing Agreement or, if not defined therein, in the Spread
      Account Agreement or in the Indenture.

     

    (b) All
      terms
      defined in this Agreement shall have the defined meanings when used in any
      certificate or other document made or delivered pursuant hereto unless otherwise
      defined therein.

     

    (c) As
      used
      in this Agreement and in any certificate or other document made or delivered
      pursuant hereto or thereto, accounting terms not defined in this Agreement
      or in
      any such certificate or other document, and accounting terms partly defined
      in
      this Agreement or in any such certificate or other document to the extent not
      defined, shall have the respective meanings given to them under generally
      accepted accounting principles as in effect on the date of this Agreement or
      any
      such certificate or other document, as applicable. To the extent that the
      definitions of accounting terms in this Agreement or in any such certificate
      or
      other document are inconsistent with the meanings of such terms under generally
      accepted accounting principles, the definitions contained in this Agreement
      or
      in any such certificate or other document shall control.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    (d) The
      words
“hereof,” “herein,” “hereunder” and words of similar import when used in this
      Agreement shall refer to this Agreement as a whole and not to any particular
      provision of this Agreement; Section and Exhibit references contained in this
      Agreement are references to Sections and Exhibits in or to this Agreement unless
      otherwise specified; and the term “including” shall mean “including without
      limitation.”

     

    (e) The
      definitions contained in this Agreement are applicable to the singular as well
      as the plural forms of such terms and to the masculine as well as to the
      feminine and neuter genders of such terms.

     

    ARTICLE
      II. 

     

    Organization

     

    SECTION
      2.1. Name.
      There
      is hereby formed a trust to be known as “UPFC Auto Receivables Trust 2007-B,” in
      which name the Owner Trustee may conduct the business of the Trust, make and
      execute contracts and other instruments on behalf of the Trust and sue and
      be
      sued.

     

    SECTION
      2.2. Office.
      The
      office of the Trust shall be in care of the Owner Trustee at the Corporate
      Trust
      Office or at such other address as the Owner Trustee may designate by written
      notice to the Certificateholder.

     

    SECTION
      2.3. Purposes
      and Powers.

     

    (a) The
      purpose of the Trust is, and the Trust shall have the power and authority,
      to
      engage in the following activities:

     

    (i) to
      issue
      the Notes pursuant to the Indenture and the Certificate pursuant to this
      Agreement, and to sell the Notes;

     

    (ii) with
      the
      proceeds of the sale of the Notes to fund the Spread Account, to pay the
      organizational, start-up and transactional expenses of the Trust and to pay
      the
      balance to the Depositor pursuant to the Sale and Servicing
      Agreement;

     

    (iii) to
      acquire from time to time the Owner Trust Estate, to assign, grant, transfer,
      pledge, mortgage and convey the Owner Trust Estate to the Trust Collateral
      Agent
      pursuant to the Indenture for the benefit of the Security Insurer and the
      Indenture Trustee on behalf of the Noteholders and to hold, manage and
      distribute to the Certificateholder pursuant to the terms of the Sale and
      Servicing Agreement any portion of the Owner Trust Estate released from the
      Lien
      of, and remitted to the Trust pursuant to, the Indenture;

     

    (iv) to
      enter
      into and perform its obligations under the Basic Documents to which it is a
      party;

     

    (v) to
      engage
      in those activities, including entering into agreements, that are necessary,
      suitable or convenient to accomplish the foregoing or are incidental thereto
      or
      connected therewith (including the sale, from time to time, of Receivables
      at
      the direction of the Servicer pursuant to Section 4.3(c) of the Sale and
      Servicing Agreement) and the filing of state business licenses (and any renewal
      thereof) as prepared and instructed by the Certificateholder or Servicer without
      further consent or instruction from the Instructing Party, including a Sales
      Finance Company Application (and any renewal thereof) with the Pennsylvania
      Department of Banking, Licensing Division, and a Financial Regulation
      Application (and any renewal thereof) with the Maryland Department of Labor,
      Licensing and Regulation; and

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (vi) subject
      to compliance with the Basic Documents, to engage in such other activities
      as
      may be required in connection with conservation of the Owner Trust Estate and
      the making of distributions to the Certificateholder and the
      Noteholders.

     

    The
      Trust
      is hereby authorized to engage in the foregoing activities. The Trust shall
      not
      engage in any activity other than in connection with the foregoing or other
      than
      as required or authorized by the terms of this Agreement or the Basic
      Documents.

     

    SECTION
      2.4. Appointment
      of Owner Trustee.
      The
      Depositor hereby confirms the appointment of the Owner Trustee as trustee of
      the
      Trust effective as of the date hereof, to have all the rights, powers and duties
      set forth herein. The Owner Trustee hereby accepts such
      appointment.

     

    SECTION
      2.5. Initial
      Capital Contribution of the Trust Estate.
      The
      Owner Trustee hereby acknowledges receipt in trust from the Seller of the sum
      of
      $1.00, which contribution shall constitute the initial Owner Trust Estate.
      The
      Depositor acknowledges that such contribution has been transferred to, and
      is
      being held by, Wells Fargo Bank, National Association, as agent for the Trust
      in
      an account established by Wells Fargo Bank, National Association, on behalf
      of
      the Trust, which contribution shall constitute the initial Trust Estate. The
      Depositor shall pay organizational expenses of the Trust as they may
      arise.

     

    SECTION
      2.6. Declaration
      of Trust.
      The
      Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust
      upon and subject to the conditions set forth herein for the use and benefit
      of
      the Holder, subject to the obligations of the Trust under the Basic Documents.
      It is the intention of the parties hereto that the Trust constitute a statutory
      trust under the Statutory Trust Statute and that this Agreement constitute
      the
      governing instrument of such statutory trust. Effective as of the date hereof,
      the Owner Trustee shall have all rights, powers and duties set forth herein
      and
      to the extent not inconsistent herewith, in the Statutory Trust Statute with
      respect to accomplishing the purposes of the Trust. The Owner Trustee shall
      file
      the Certificate of Trust with the Secretary of State.

     

    The
      Holder shall not have any personal liability for any liability or obligation
      of
      the Trust.

     

    SECTION
      2.7. Title
      to Trust Property. 

     

    (a) Legal
      title to all the Owner Trust Estate shall be vested at all times in the Trust
      as
      a separate legal entity except where applicable law in any jurisdiction requires
      title to any part of the Owner Trust Estate to be vested in a trustee or
      trustees, in which case title shall be deemed to be vested in the Owner Trustee,
      a co-trustee and/or a separate trustee, as the case may be.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (b) The
      Holder shall not have legal title to any part of the Trust Property. The Holder
      shall be entitled to receive distributions with respect to its undivided
      ownership interest therein only in accordance with ARTICLE VIII. No transfer,
      by
      operation of law or otherwise, of any right, title or interest by the
      Certificateholder of its ownership interest in the Owner Trust Estate shall
      operate to terminate this Agreement or the trusts hereunder or entitle any
      transferee to an accounting or to the transfer to it of legal title to any
      part
      of the Trust Property.

     

    SECTION
      2.8. Situs
      of Trust.
      The
      Trust will be located and administered in the State of Delaware. All bank
      accounts maintained by the Owner Trustee on behalf of the Trust shall be located
      in the State of Delaware or the State of New York. Payments will be received
      by
      the Trust only in Delaware or New York and payments will be made by the Trust
      only from Delaware or New York. The Trust shall not have any employees in any
      state other than Delaware; provided,
      however,
      that
      nothing herein shall restrict or prohibit the Owner Trustee, the Servicer or
      any
      agent of the Trust from having employees within or without the State of
      Delaware. The only office of the Trust will be at the Corporate Trust Office
      located in Delaware.

     

    SECTION
      2.9. Representations
      and Warranties of the Depositor.
      The
      Depositor makes the following representations and warranties on which the Owner
      Trustee relies in accepting the Owner Trust Estate in trust and issuing the
      Certificate and upon which the Security Insurer relies in issuing the Note
      Policy.

     

    (a) Organization
      and Good Standing.
      The
      Depositor is duly organized and validly existing as a Texas corporation with
      power and authority to own its properties and to conduct its business as such
      properties are currently owned and such business is presently conducted and
      is
      proposed to be conducted pursuant to this Agreement and the Basic
      Documents.

     

    (b) Due
      Qualification.
      It is
      duly qualified to do business as a foreign corporation in good standing, and
      has
      obtained all necessary licenses and approvals, in all jurisdictions in which
      the
      ownership or lease of its property, the conduct of its business and the
      performance of its obligations under this Agreement and the Basic Documents
      requires such qualification.

     

    (c) Power
      and Authority.
      The
      Depositor has the corporate power and authority to execute and deliver this
      Agreement and to carry out its terms; the Depositor has full power and authority
      to sell and assign the property to be sold and assigned to and deposited with
      the Trust and the Depositor has duly authorized such sale and assignment and
      deposit to the Trust by all necessary corporate action; and the execution,
      delivery and performance of this Agreement has been duly authorized by the
      Depositor by all necessary corporate action.

     

    (d) No
      Consent Required.
      No
      consent, license, approval or authorization or registration or declaration
      with,
      any Person or with any governmental authority, bureau or agency is required
      in
      connection with the execution, delivery or performance of this Agreement and
      the
      Basic Documents, except for such as have been obtained, effected or
      made.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    (e) No
      Violation.
      The
      consummation of the transactions contemplated by this Agreement and the
      fulfillment of the terms hereof do not conflict with, result in any breach
      of
      any of the terms and provisions of, or constitute (with or without notice or
      lapse of time) a default under the certificate of incorporation or bylaws of
      the
      Depositor, or any material indenture, agreement or other instrument to which
      the
      Depositor is a party or by which it is bound; nor result in the creation or
      imposition of any Lien upon any of its properties pursuant to the terms of
      any
      such indenture, agreement or other instrument (other than pursuant to the Basic
      Documents); nor violate any law or, to the best of the Depositor’s knowledge,
      any order, rule or regulation applicable to the Depositor of any court or of
      any
      Federal or state regulatory body, administrative agency or other governmental
      instrumentality having jurisdiction over the Depositor or its
      properties.

     

    (f) No
      Proceedings.
      There
      are no proceedings or investigations pending or, to its knowledge threatened
      against it before any court, regulatory body, administrative agency or other
      tribunal or governmental instrumentality having jurisdiction over it or its
      properties (A) asserting the invalidity of this Agreement or any of the
      Basic Documents, (B) seeking to prevent the issuance of the Certificate or
      the
      Notes or the consummation of any of the transactions contemplated by this
      Agreement or any of the Basic Documents, (C) seeking any determination or ruling
      that might materially and adversely affect its performance of its obligations
      under, or the validity or enforceability of, this Agreement or any of the Basic
      Documents, or (D) seeking to adversely affect the federal income tax or other
      federal, state or local tax attributes of the Certificate.

     

    SECTION
      2.10. Covenants
      of the Certificateholder.
      The
      Certificateholder agrees:

     

    (a) to
      be
      bound by the terms and conditions of the Certificate of which the Holder is
      the
      beneficial owner and of this Agreement, including any supplements or amendments
      hereto and to perform the obligations of a Holder as set forth therein or
      herein, in all respects as if it were a signatory hereto. This undertaking
      is
      made for the benefit of the Trust, the Owner Trustee and the Security Insurer;
      and

     

    (b) until
      the
      completion of the events specified in SECTION 8.1(d), not to, for any reason,
      institute proceedings for the Trust to be adjudicated a bankrupt or insolvent,
      or consent to the institution of bankruptcy or insolvency proceedings against
      the Trust, or file a petition seeking or consenting to reorganization or relief
      under any applicable federal or state law relating to bankruptcy, or consent
      to
      the appointment of a receiver, liquidator, assignee, trustee, sequestrator
      (or
      other similar official) of the Trust or a substantial part of its property,
      or
      cause or permit the Trust to make any assignment for the benefit of its
      creditors, or admit in writing its inability to pay its debts generally as
      they
      become due, or declare or effect a moratorium on its debt or take any action
      in
      furtherance of any such action.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    SECTION
      2.11. Federal
      Income Tax Treatment of the Trust.

     

    (a) For
      so
      long as the Trust has a single owner for federal income tax purposes, it will,
      pursuant to Treasury Regulations promulgated under Section 7701 of the Code,
      be
      disregarded as an entity distinct from the Certificateholder for all federal
      income tax purposes. Accordingly, for federal income tax purposes, the
      Certificateholder will be treated as (i) owning all assets owned by the Trust,
      (ii) having incurred all liabilities incurred by the Trust, and (iii) all
      transactions between the Trust and the Certificateholder will be
      disregarded.

     

    (b) Neither
      the Owner Trustee nor any Certificateholder will, under any circumstances,
      and
      at any time, make an election on IRS Form 8832 or otherwise, to classify the
      Trust as an association taxable as a corporation for federal, state or any
      other
      applicable tax purpose.

     

    (c) In
      the
      event that the Trust has two equity owners for federal income tax purposes,
      the
      Trust will be treated as a partnership. At any such time that the Trust has
      two
      equity owners, this Agreement will be amended, in accordance with SECTION 10.1
      herein, and appropriate provisions will be added so as to provide for treatment
      of the Trust as a partnership.


     

    ARTICLE
      III. 

     

    Certificate
      and Transfer of Interest 

     

    SECTION
      3.1. Initial
      Ownership.
      Upon
      the formation of the Trust by the contribution by the Depositor pursuant to
      SECTION 2.5 and until the issuance of the Certificate to the initial
      Certificateholder, the Depositor shall be the sole beneficiary of the
      Trust.

     

    SECTION
      3.2. The
      Certificate.
      The
      Certificate shall be executed on behalf of the Trust by manual or facsimile
      signature of an authorized officer of the Owner Trustee. A Certificate bearing
      the manual or facsimile signatures of individuals who were, at the time when
      such signatures shall have been affixed, authorized to sign on behalf of the
      Trust, shall be validly issued and entitled to the benefit of this Agreement,
      notwithstanding that such individuals or any of them shall have ceased to be
      so
      authorized prior to the authentication and delivery of such Certificate or
      did
      not hold such offices at the date of authentication and delivery of such
      Certificate. A transferee of a Certificate shall become a Certificateholder,
      and
      shall be entitled to the rights and subject to the obligations of a
      Certificateholder hereunder, upon due registration of such Certificate in such
      transferee’s name pursuant to SECTION 3.4.

     

    SECTION
      3.3. Authentication
      of Certificate.
      Concurrently with the sale of the Receivables to the Trust pursuant to the
      Sale
      and Servicing Agreement, the Owner Trustee shall cause the Certificate to be
      executed on behalf of the Trust, authenticated and delivered to or upon the
      written order of the Depositor, signed by its chairman of the board, its
      president or any vice president, its treasurer or any assistant treasurer
      without further corporate action by the Depositor, in authorized denominations.
      No Certificate shall entitle its holder to any benefit under this Agreement,
      or
      shall be valid for any purpose, unless there shall appear on such Certificate
      a
      certificate of authentication substantially in the form set forth in Exhibit
      A,
      executed by the Owner Trustee or Wells Fargo Delaware Trust Company as the
      Owner
      Trustee’s authentication agent, by manual signature; such authentication shall
      constitute conclusive evidence that such Certificate shall have been duly
      authenticated and delivered hereunder. The Certificate shall be dated the date
      of its authentication.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    SECTION
      3.4. Registration
      of Transfer and Exchange of Certificate.
      The
      Certificate Registrar shall keep or cause to be kept, at the office or agency
      maintained pursuant to SECTION 3.7, a Certificate Register in which, subject
      to
      such reasonable regulations as it may prescribe, the Owner Trustee shall provide
      for the registration of the Certificate and of transfers and exchanges of the
      Certificate as herein provided. Wells Fargo Delaware Trust Company shall be
      the
      initial Certificate Registrar.

     

    The
      Certificate Registrar shall provide the Trust Collateral Agent with the name
      and
      address of the Certificateholder on the Closing Date. Upon any transfers of
      the
      Certificate, the Certificate Registrar shall notify the Trust Collateral Agent
      of the name and address of the transferee in writing, by facsimile, on the
      day
      of such transfer.

     

    Upon
      surrender for registration of transfer of the Certificate at the office or
      agency maintained pursuant to SECTION 3.7, the Owner Trustee shall execute,
      authenticate and deliver (or shall cause Wells Fargo Delaware Trust Company
      as
      its authenticating agent to authenticate and deliver), in the name of the
      designated transferee, a new Certificate dated the date of authentication by
      the
      Owner Trustee or any authenticating agent.

     

    A
      Certificate presented or surrendered for registration of transfer or exchange
      shall be accompanied by a written instrument of transfer in form satisfactory
      to
      the Owner Trustee and the Certificate Registrar duly executed by the
      Certificateholder or his attorney duly authorized in writing, with such
      signature guaranteed by an “eligible guarantor institution” meeting the
      requirements of the Certificate Registrar, which requirements include membership
      or participation in the Securities Transfer Agent’s Medallion Program
      (“STAMP”)
      or
      such other “signature guarantee program” as may be determined by the Certificate
      Registrar in addition to, or in substitution for, STAMP, all in accordance
      with
      the Exchange Act. Each Certificate surrendered for registration of transfer
      or
      exchange shall be canceled and subsequently disposed of by the Owner Trustee
      in
      accordance with its customary practice.

     

    No
      service charge shall be made for any registration of transfer or exchange of
      the
      Certificate, but the Owner Trustee or the Certificate Registrar may require
      payment of a sum sufficient to cover any tax or governmental charge that may
      be
      imposed in connection with any transfer or exchange of the
      Certificate.

     

    SECTION
      3.5. Mutilated,
      Destroyed, Lost or Stolen Certificates.
      If (a)
      any mutilated Certificate shall be surrendered to the Certificate Registrar,
      or
      if the Certificate Registrar shall receive evidence to its satisfaction of
      the
      destruction, loss or theft of any Certificate and (b) there shall be delivered
      to the Certificate Registrar, the Owner Trustee and (unless an Insurer Default
      shall have occurred and be continuing) the Security Insurer, such security
      or
      indemnity as may be required by them to save each of them harmless, then in
      the
      absence of notice that such Certificate shall have been acquired by a bona
      fide
      purchaser, the Owner Trustee on behalf of the Trust shall execute and the Owner
      Trustee, or Wells Fargo Delaware Trust Company, as the Owner Trustee’s
      authenticating agent, shall authenticate and deliver, in exchange for or in
      lieu
      of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate
      of like class, tenor and denomination. In connection with the issuance of any
      new Certificate under this Section, the Owner Trustee or the Certificate
      Registrar may require the payment of a sum sufficient to cover any tax or other
      governmental charge that may be imposed in connection therewith. Any duplicate
      Certificate issued pursuant to this Section shall constitute conclusive evidence
      of an ownership interest in the Trust, as if originally issued, whether or
      not
      the lost, stolen or destroyed Certificate shall be found at any
      time.

     

    
      
        
        

      

      
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    SECTION
      3.6. Persons
      Deemed Certificateholders.
      Every
      Person by virtue of becoming a Certificateholder in accordance with this
      Agreement shall be deemed to be bound by the terms of this Agreement. Prior
      to
      due presentation of the Certificate for registration of transfer, the Owner
      Trustee, the Certificate Registrar and the Security Insurer and any agent of
      the
      Owner Trustee, the Certificate Registrar and the Security Insurer, may treat
      the
      person in whose name any Certificate shall be registered in the Certificate
      Register as the owner of such Certificate for the purpose of receiving
      distributions pursuant to the Sale and Servicing Agreement and for all other
      purposes whatsoever, and none of the Owner Trustee, the Certificate Registrar
      or
      the Security Insurer nor any agent of the Owner Trustee, the Certificate
      Registrar or the Security Insurer shall be bound by any notice to the
      contrary.

     

    SECTION
      3.7. Maintenance
      of Office or Agency. The
      Owner
      Trustee shall maintain an office or offices or agency or agencies where the
      Certificate may be surrendered for registration of transfer or exchange and
      where notices and demands to or upon the Owner Trustee in respect of the
      Certificate and the Basic Documents may be served. The Owner Trustee initially
      designates the Corporate Trust Office for such purposes. The Owner Trustee
      shall
      give prompt written notice to the Depositor, the Certificateholder and (unless
      an Insurer Default shall have occurred and be continuing) the Security Insurer
      of any change in the location of the Certificate Register or any such office
      or
      agency.

     

    SECTION
      3.8. Disposition
      in Whole But Not in Part. The
      Certificate may be transferred in whole but not in part. Any attempted transfer
      of the Certificate that would divide the ownership of the Owner Trust Estate
      shall be void. The Certificate is only transferable to another entity with
      the
      prior written consent of the Security Insurer in its sole discretion. The Owner
      Trustee shall cause any Certificate issued to contain a legend stating “THIS
      CERTIFICATE IS NOT TRANSFERABLE, EXCEPT UNDER THE LIMITED CONDITIONS SPECIFIED
      IN THE TRUST AGREEMENT.”

     

    SECTION
      3.9. Transfer
      Restrictions.
      

     

    (a) No
      Certificate may be resold, assigned or transferred (including by pledge or
      hypothecation) other than the initial registration of the Certificates in the
      name of UPFC Auto Financing Corporation unless such resale, assignment or
      transfer is (i) pursuant to an effective registration statement under the
      Securities Act and any applicable state securities or “Blue Sky” laws, (ii)
      pursuant to Rule 144A promulgated under the Securities Act (“Rule 144A”) or
      (iii) pursuant to another exemption from the registration requirements of
      the Securities Act and subject to the receipt by the Certificate Registrar
      and
      the Depositor of (A) a certification by both the prospective transferor and
      the
      prospective transferee of the facts surrounding such transfer, which
      certification shall be in form and substance satisfactory to the Certificate
      Registrar and the Depositor and (B) an opinion of counsel (which shall not
      be at
      the expense of the Depositor, the Certificate Registrar or the Owner Trustee),
      satisfactory to the Depositor and the Certificate Registrar, to the effect
      that
      the transfer is in compliance with the Securities Act, and, in each case, in
      compliance with any applicable securities or “Blue Sky” laws of any state of the
      United States. In addition, each transferee shall provide to the Certificate
      Registrar its tax identification number, address, nominee name (if applicable)
      and wire transfer instructions. Prior to any resale, assignment or transfer
      of
      the Certificates described in clause (ii) above, each prospective purchaser
      of
      the Certificates shall have acknowledged, represented and agreed as
      follows:

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    (i) It
      is a
“qualified institutional buyer” as defined in Rule 144A (“QIB”) and is acquiring
      the Certificates for its own institutional account (and not for the account
      of
      others) or as a fiduciary or agent for others (which others also are
      QIBs).

     

    (ii) It
      acknowledges that the Certificates have not been and will not be registered
      under the Securities Act or the securities laws of any
      jurisdiction.

     

    (iii) It
      is
      familiar with Rule 144A and is aware that the sale is being made in reliance
      on
      Rule 144A and it is not acquiring the Certificates with a view to, or for resale
      in connection with, a distribution that would constitute a public offering
      within the meaning of the Securities Act or a violation of the Securities Act,
      and that, if in the future it decides to resell, assign, pledge or otherwise
      transfer any Certificates, such Certificates may be resold, assigned, pledged
      or
      transferred only (A) to the Depositor or any Affiliate thereof, (B) so long
      as
      such Certificate is eligible for resale pursuant to Rule 144A, to a person
      whom it reasonably believes after due inquiry is a QIB acting for its own
      account (and not for the account of others) or as a fiduciary or agent for
      others (which others also are QIBs) to whom notice is given that the resale,
      pledge, assignment or transfer is being made in reliance on Rule 144A, (C)
      pursuant to an effective registration statement under the Securities Act or
      (D)
      in a sale, pledge or other transfer made in a transaction otherwise exempt
      from
      the registration requirements of the Securities Act, in which case (1) the
      Certificate Registrar shall require that both the prospective transferor and
      the
      prospective transferee certify to the Certificate Registrar and the Depositor
      in
      writing the facts surrounding such transfer, which certification shall be in
      form and substance satisfactory to the Certificate Registrar and the Depositor
      and (2) the Certificate Registrar shall require a written opinion of counsel
      (which will not be at the expense of the Depositor, the Certificate Registrar
      or
      the Owner Trustee) satisfactory to the Depositor and the Certificate Registrar
      to the effect that such transfer will not violate the Securities Act, in each
      case in accordance with any applicable securities or “Blue Sky” laws of any
      state of the United States.

     

    (iv) It
      is
      aware that it (or any account for which it is purchasing) may be required to
      bear the economic risk of an investment in the Certificates for an indefinite
      period, and it (or such account) is able to bear such risk for an indefinite
      period.

     

    (v) It
      understands that the Certificates will bear legends substantially as set forth
      in SECTION 3.10.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    (vi) If
      it is
      acquiring any Certificates for the account of one or more qualified
      institutional buyers, it represents that it has sole investment discretion
      with
      respect to each such account and that it has full power to make the foregoing
      acknowledgments, representations and agreements on behalf of each such
      account.

     

    (vii) It
      acknowledges that the Owner Trustee, the Certificate Registrar, the Depositor
      and their Affiliates, and others will rely upon the truth and accuracy of the
      foregoing acknowledgments, representations and agreements.

     

    Each
      transferor of the Certificates shall be required to execute or to have executed
      a representation letter substantially in the form of Exhibit C, and each
      transferee (other than the initial transferee) shall be required to execute
      or
      to have executed a representation letter substantially in the form of Exhibit
      D,
      or each may deliver such other representations (or an opinion of counsel) as
      may
      be approved by the Certificate Registrar and the Depositor, to the effect that
      such transfer may be made pursuant to an exemption from registration under
      the
      Securities Act and any applicable state securities or “Blue Sky”
laws.

     

    In
      addition, such prospective purchaser shall be responsible for providing
      additional information or certification, as shall be reasonably requested by
      the
      Owner Trustee or the Depositor, to support the truth and accuracy of the
      foregoing acknowledgments, representations and agreements, it being understood
      that such additional information is not intended to create additional
      restrictions on the transfer of the Certificates. None of the Depositor, the
      Trust, the Certificate Registrar nor the Owner Trustee shall be obligated to
      register the Certificates under the Securities Act or any state securities
      or
“Blue Sky” laws.

     

    In
      determining compliance with the transfer restrictions contained in this SECTION
      3.9, the Owner Trustee, or the Certificate Registrar may rely upon a written
      opinion of counsel (which may include in-house counsel of the transferor),
      the
      cost of obtaining which shall be an expense of the Holder of the Certificate
      to
      be transferred.

     

    (b) The
      Certificates may not be acquired by or for the account of an employee benefit
      plan or other retirement arrangement subject to Section 406 of the Employee
      Retirement Income Security Act of 1974, as amended (“ERISA”)
      or
      Section 4975 of the Code or any substantially similar applicable law
      (“Similar
      Law”)
      or an
      entity whose underlying assets are deemed to be assets of a plan described
      above
      by reason of such plan’s investment in the entity (each, a “Benefit
      Plan”).
      By
      accepting and holding a Certificate, the Holder thereof and the beneficial
      owner
      of the Certificate shall be deemed to have represented and warranted that it
      is
      not a Benefit Plan. The Owner Trustee shall have no duty to determine whether
      the Certificates are owned by a Benefit Plan.

     

    (c) Certificates
      shall only be transferred to a Person that is a United States Person (within
      the
      meaning of Section 7701(a)(30) of the Code), unless the Trust has received
      an
      Opinion of Counsel that such transfer shall not cause the Trust to be subject
      to
      United States withholding tax as a consequence of a Non-United States Person
      holding such Certificate.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    SECTION
      3.10. Legending
      of Certificates. 
      Each
      Certificate shall bear a legend in substantially the form or the legends set
      forth in Exhibit A attached hereto, unless the Depositor determines
      otherwise in accordance with applicable law.

     

    ARTICLE
      IV. 

     

    Voting
      Rights and Other Actions

     

    SECTION
      4.1. Prior
      Notice to Holder With Respect to Certain Matters.
      With
      respect to the following matters, the Owner Trustee shall not take action unless
      at least 30 days before the taking of such action, the Owner Trustee shall
      have
      notified the Certificateholder in writing of the proposed action and the
      Certificateholder shall not have notified the Owner Trustee in writing prior
      to
      the 30th day after such notice is given that the Certificateholder has withheld
      consent or provided alternative direction:

     

    (a) the
      election by the Trust to file an amendment to the Certificate of Trust (unless
      such amendment is required to be filed under the Statutory Trust Statute or
      unless such amendment would not materially and adversely affect the interests
      of
      the Holder);

     

    (b) the
      amendment of the Indenture by a supplemental indenture in circumstances where
      the consent of any Noteholder is required;

     

    (c) the
      amendment of the Indenture by a supplemental indenture in circumstances where
      the consent of any Noteholder is not required and such amendment materially
      adversely affects the interest of the Certificateholder; or

     

    (d) except
      pursuant to Section 12.1(b) of the Sale and Servicing Agreement, the amendment,
      change or modification of the Sale and Servicing Agreement, except to cure
      any
      ambiguity or defect or to amend or supplement any provision in a manner that
      would not materially adversely affect the interests of the
      Certificateholder.

     

    The
      Owner
      Trustee shall notify the Certificateholder in writing of any appointment of
      a
      successor Note Registrar or Trust Collateral Agent within five Business Days
      after receipt of notice thereof.

     

    SECTION
      4.2. Action
      by Certificateholder With Respect to Certain Matters.
      Owner
      Trustee shall not have the power, except upon the direction of the
      Certificateholder or the Security Insurer in accordance with the Basic
      Documents, to (a) remove the Servicer under the Sale and Servicing
      Agreement pursuant to Section 9.2 thereof or (b) except as expressly
      provided in the Basic Documents, sell the Receivables after the termination
      of
      the Indenture. The Owner Trustee shall take the actions referred to in the
      preceding sentence only upon written instructions signed by the
      Certificateholder and the furnishing of indemnification satisfactory to the
      Owner Trustee by the Certificateholder.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    SECTION
      4.3. Restrictions
      on Certificateholder’s Power.

     

    (a) The
      Certificateholder shall not direct the Owner Trustee to take or refrain from
      taking any action if such action or inaction would be contrary to any obligation
      of the Trust or the Owner Trustee under this Agreement or any of the Basic
      Documents or would be contrary to SECTION 2.3, nor shall the Owner Trustee
      be
      obligated to follow any such direction, if given.

     

    (b) The
      Certificateholder shall not have any right by virtue or by availing itself
      of
      any provisions of this Agreement to institute any suit, action, or proceeding
      in
      equity or at law upon or under or with respect to this Agreement or any Basic
      Document, unless the Certificateholder is the Instructing Party pursuant to
      SECTION 5.3 and unless the Certificateholder previously shall have given to
      the
      Owner Trustee a written notice of default and of the continuance thereof, as
      provided in this Agreement, and also unless Certificateholder shall have made
      written request upon the Owner Trustee to institute such action, suit or
      proceeding in its own name as Owner Trustee under this Agreement and shall
      have
      offered to the Owner Trustee such reasonable indemnity as it may require against
      the costs, expenses and liabilities to be incurred therein or thereby, and
      the
      Owner Trustee, for 30 days after its receipt of such notice, request, and offer
      of indemnity, shall have neglected or refused to institute any such action,
      suit, or proceeding, and during such 30-day period no request or waiver
      inconsistent with such written request has been given to the Owner Trustee
      pursuant to and in compliance with this Section or SECTION 5.3. For the
      protection and enforcement of the provisions of this Section, the
      Certificateholder and the Owner Trustee shall be entitled to such relief as
      can
      be given either at law or in equity.

     

    SECTION
      4.4. Rights
      of Security Insurer.
      Notwithstanding anything to the contrary in the Basic Documents, without the
      prior written consent of the Security Insurer (so long as no Insurer Default
      shall have occurred and be continuing), the Owner Trustee shall not (i) remove
      the Servicer, (ii) initiate any claim, suit or proceeding by the Trust or
      compromise any claim, suit or proceeding brought by or against the Trust, other
      than with respect to the enforcement of any Receivable or any rights of the
      Trust thereunder, (iii) authorize the merger or consolidation of the Trust
      with
      or into any other statutory trust or other entity (other than in accordance
      with
      Section 3.10 of the Indenture) or (iv) amend the Certificate of Trust (unless
      such amendment is required to be filed under the Statutory Trust
      Statute).

     

    SECTION
      4.5. Action
      With Respect to Bankruptcy Action.

     

    (a) The
      Trust
      shall not, without the prior written consent of the Owner Trustee, (a) institute
      any proceedings to adjudicate the Trust a bankrupt or insolvent, (b) consent
      to
      the institution of bankruptcy or insolvency proceedings against the Trust,
      (c)
      file a petition seeking or consenting to reorganization or relief under any
      applicable federal or state law relating to bankruptcy with respect to the
      Trust, (d) consent to the appointment of a receiver, liquidator, assignee,
      trustee, sequestrator (or other similar official) of the Trust or a substantial
      part of its property, (e) make any assignment for the benefit of the Trust’s
      creditors; (f) cause the Trust to admit in writing its inability to pay its
      debts generally as they become due; or (g) take any action in furtherance of
      any
      of the foregoing (any of the above foregoing actions, a “Bankruptcy
      Action”).
      In
      considering whether to give or withhold written consent to a Bankruptcy Action
      by the Trust, the Owner Trustee, with the consent of the Certificateholders
      (hereby given, which consent the Certificateholders believe to be in the best
      interests of the Certificateholders and the Trust), shall consider the interest
      of the Noteholders and the Security Insurer in addition to the interests of
      the
      Trust and whether the Trust is insolvent; provided,
      however,
      that
      the Owner Trustee shall not be deemed to owe any fiduciary duty to the
      Noteholders or the Security Insurer. The Owner Trustee shall have no duty to
      give such written consent to a Bankruptcy Action by the Trust if the Owner
      Trustee shall not have been furnished (at the expense of the Trust) or the
      Person that requested that such letter be furnished to the Owner Trustee) a
      letter from an independent accounting firm of national reputation stating that
      in the opinion of such firm the Trust is then insolvent. The Owner Trustee
      (as
      such and in its individual capacity) shall not be personally liable to any
      Person on account of the Owner Trustee’s good faith reliance on the provisions
      of this Section or in connection with the Owner Trustee’s giving prior written
      consent to a Bankruptcy Action by the Trust in accordance herewith, or
      withholding such consent, in good faith, and neither the Trust nor any
      Certificateholder shall have any claim for breach of fiduciary duty or otherwise
      against the Owner Trustee (as such and in its individual capacity) for giving
      or
      withholding its consent to any such Bankruptcy Action.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    (b) The
      parties hereto stipulate and agree that no Certificateholder has power to
      commence any Bankruptcy Action on the part of the Trust or to direct the Owner
      Trustee to take any Bankruptcy Action on the part of the Trust except as
      provided in SECTION 4.5(a). To the extent permitted by applicable law, the
      consent of the Security Insurer and the Trust Collateral Agent shall be obtained
      prior to taking any Bankruptcy Action by the Trust.

     

    (c) The
      provisions of this Section do not constitute an acknowledgement or admission
      by
      the Trust, the Owner Trustee, any Certificateholder or any creditor of the
      Trust
      that the Trust is eligible to be a debtor, under the United States Bankruptcy
      Code, 11 U.S.C. § 101, et seq.,
      as
      amended.

     

    SECTION
      4.6. Covenants
      and Restrictions on Conduct of Business.

     

    (a) The
      Owner
      Trustee on behalf of the Trust agrees to abide by the following
      restrictions:

     

    (i) other
      than as contemplated by the Basic Documents and related documentation, the
      Trust
      shall not incur any indebtedness;

     

    (ii) other
      than as contemplated by the Basic Documents and related documentation, the
      Trust
      shall not engage in any dissolution, liquidation, consolidation, merger or
      sale
      of assets;

     

    (iii) the
      Trust
      shall not engage in any business activity in which it is not currently engaged
      other than as contemplated by the Basic Documents and related documentation;
      and

     

    (iv) the
      Trust
      shall not form, or cause to be formed, any subsidiaries and shall not own or
      acquire any asset other than as contemplated by the Basic Documents and related
      documentation.

     

    
      
        
        

      

      
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    (b) The
      Owner
      Trustee on behalf of the Trust shall:

     

    (i) maintain
      books and records separate from any other person or entity;

     

    (ii) maintain
      its office and bank accounts separate from any other person or
      entity;

     

    (iii) not
      commingle its assets with those of any other person or entity;

     

    (iv) conduct
      its own business in its own name and use stationery or other business forms
      under its own name and not that of any Certificateholder or any
      Affiliate;

     

    (v) other
      than as contemplated by the Basic Documents and related documentation, pay
      its
      own liabilities and expenses only out of its own funds;

     

    (vi) observe
      all formalities required under the Statutory Trust Statute;

     

    (vii) not
      guarantee or become obligated for the debts of any other person or
      entity;

     

    (viii) not
      hold
      out its credit as being available to satisfy the obligation of any other person
      or entity;

     

    (ix) not
      acquire the obligations or securities of its Certificateholders or its
      Affiliates;

     

    (x) other
      than as contemplated by the Basic Documents and related documentation, not
      make
      loans to any other person or entity or buy or hold evidence of indebtedness
      issued by any other person or entity;

     

    (xi) other
      than as contemplated by the Basic Documents and related documentation, not
      pledge its assets for the benefit of any other person or entity;

     

    (xii) hold
      itself out as a separate entity from each Certificateholder and not conduct
      any
      business in the name of any Certificateholder;

     

    (xiii) correct
      any known misunderstanding regarding its separate identity;

     

    (xiv) not
      identify itself as a division of any other person or entity; and

     

    (xv) except
      as
      required or specifically provided in the Trust Agreement, the Trust will conduct
      business with the Certificateholders or any Affiliate thereof on an arm’s length
      basis.

     

    
      
        
        

      

      
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    (c) So
      long
      as the Notes or any other amounts owed under the Indenture remain outstanding,
      the Trust shall not amend this SECTION 4.6 unless the Rating Agency Condition
      has been satisfied and without the prior written consent of the Security
      Insurer.

     

    ARTICLE
      V. 

     

    Authority
      and Duties of Owner Trustee

     

    SECTION
      5.1. General
      Authority.

     

    (a) The
      Owner
      Trustee is authorized and directed to execute and deliver the Basic Documents
      to
      which the Trust is named as a party, each certificate or other document attached
      as an exhibit to or contemplated by the Basic Documents to which the Trust
      is
      named as a party and any amendment thereto and on behalf of the Trust, each
      state business license (and any renewal thereof) prepared by the
      Certificateholder or Servicer, including a Sales Finance Company Application
      (and any renewal thereof) with the Pennsylvania Department of Banking, Licensing
      Division, and a Financial Regulation Application (and any renewal thereof)
      with
      the Maryland Department of Labor, Licensing and Regulation, in each case, in
      such form as the Depositor shall approve as evidenced conclusively by the Owner
      Trustee’s execution thereof, and on behalf of the Trust, to direct the Indenture
      Trustee to authenticate and deliver Class A-1 Notes in the aggregate principal
      amount of $58,000,000, Class A-2 Notes in the aggregate principal amount of
      $93,000,000 and Class A-3 Notes in the aggregate principal amount of
      $99,000,000. In addition to the foregoing, the Owner Trustee is authorized,
      but
      shall not be obligated, to take all actions required of the Trust pursuant
      to
      the Basic Documents. The Owner Trustee is further authorized from time to time
      to take such action as the Instructing Party recommends with respect to the
      Basic Documents so long as such activities are consistent with the terms of
      the
      Basic Documents.

     

    (b) The
      Owner
      Trustee shall sign on behalf of the Trust any applicable tax returns of the
      Trust, unless applicable law requires a Certificateholder to sign such
      documents.

     

    SECTION
      5.2. General
      Duties. It
      shall
      be the duty of the Owner Trustee to discharge (or cause to be discharged) all
      of
      its responsibilities pursuant to the terms of this Agreement and the Sale and
      Servicing Agreement and to administer the Trust in the interest of the Holder,
      subject to the Basic Documents and in accordance with the provisions of this
      Agreement. Notwithstanding the foregoing, the Owner Trustee shall be deemed
      to
      have discharged its duties and responsibilities hereunder and under the Basic
      Documents to the extent the Servicer or the Depositor has agreed in the Sale
      and
      Servicing Agreement to perform any act or to discharge any duty of the Trust
      or
      the Owner Trustee hereunder or under any Basic Document, and the Owner Trustee
      shall not be liable for the default or failure of the Servicer to carry out
      its
      obligations under the Sale and Servicing Agreement.

     

    SECTION
      5.3. Action
      Upon Instruction.

     

    (a) Subject
      to ARTICLE IV and the terms of the Spread Account Agreement, the Security
      Insurer (so long as an Insurer Default shall not have occurred and be
      continuing) or the Certificateholder (if an Insurer Default shall have occurred
      and be continuing) (the “Instructing
      Party”)
      shall
      have the exclusive right to direct the actions of the Owner Trustee in the
      management of the Trust, so long as such instructions are not inconsistent
      with
      the express terms set forth herein or in any Basic Document, provided,
      however,
      that
      the Owner Trustee shall be permitted to treat the Security Insurer as the
      Instructing Party until such time as the Owner Trustee has received written
      notice that the Security Insurer is no longer the Instructing Party as a result
      of the occurrence and continuance of an Insurer Default. The Instructing Party
      shall not instruct the Owner Trustee in a manner inconsistent with this
      Agreement or the Basic Documents.

     

    
      
        
        

      

      
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    (b) The
      Owner
      Trustee shall not be required to take any action hereunder or under any Basic
      Document if the Owner Trustee shall have reasonably determined, or shall have
      been advised by counsel, that such action is likely to result in liability
      on
      the part of the Owner Trustee or is contrary to the terms hereof or of any
      Basic
      Document or is otherwise contrary to law.

     

    (c) Whenever
      the Owner Trustee is unable to decide between alternative courses of action
      permitted or required by the terms of this Agreement or any Basic Document,
      the
      Owner Trustee shall promptly give notice (in such form as shall be appropriate
      under the circumstances) to the Instructing Party requesting instruction as
      to
      the course of action to be adopted, and to the extent the Owner Trustee acts
      in
      good faith in accordance with any written instruction of the Instructing Party
      received, the Owner Trustee shall not be liable on account of such action to
      any
      Person. If the Owner Trustee shall not have received appropriate instruction
      within ten days of such notice (or within such shorter period of time as
      reasonably may be specified in such notice or may be necessary under the
      circumstances) it may, but shall be under no duty to, take or refrain from
      taking such action, not inconsistent with this Agreement or the Basic Documents,
      as it shall deem to be in the best interests of the Certificateholder, and
      shall
      have no liability to any Person for such action or inaction.

     

    (d) In
      the
      event that the Owner Trustee is unsure as to the application of any provision
      of
      this Agreement or any Basic Document or any such provision is ambiguous as
      to
      its application, or is, or appears to be, in conflict with any other applicable
      provision, or in the event that this Agreement permits any determination by
      the
      Owner Trustee or is silent or is incomplete as to the course of action that
      the
      Owner Trustee is required to take with respect to a particular set of facts,
      the
      Owner Trustee may give notice (in such form as shall be appropriate under the
      circumstances) to the Instructing Party requesting instruction and, to the
      extent that the Owner Trustee acts or refrains from acting in good faith in
      accordance with any such instruction received, the Owner Trustee shall not
      be
      liable, on account of such action or inaction, to any Person. If the Owner
      Trustee shall not have received appropriate instruction within 10 days of such
      notice (or within such shorter period of time as reasonably may be specified
      in
      such notice or may be necessary under the circumstances) it may, but shall
      be
      under no duty to, take or refrain from taking such action, not inconsistent
      with
      this Agreement or the Basic Documents, as it shall deem to be in the best
      interests of the Certificateholder, and shall have no liability to any Person
      for such action or inaction.

     

    SECTION
      5.4. No
      Duties Except as Specified in This Agreement or in Instructions.
      The
      Owner Trustee shall not have any duty or obligation to manage, make any payment
      with respect to, register, record, sell, dispose of, or otherwise deal with
      the
      Owner Trust Estate, or to otherwise take or refrain from taking any action
      under, or in connection with, any document contemplated hereby to which the
      Owner Trustee is a party, except as expressly provided by the terms of this
      Agreement or in any document or written instruction received by the Owner
      Trustee pursuant to SECTION 5.3; and no implied duties or obligations shall
      be
      read into this Agreement or any Basic Document against the Owner Trustee. The
      Owner Trustee shall have no responsibility for filing any financing or
      continuation statement in any public office at any time or to otherwise perfect
      or maintain the perfection of any security interest or lien granted to it
      hereunder or to prepare or file any Commission filing (including any filings
      required pursuant to the Sarbanes-Oxley Act of 2002 or any rule or regulation
      promulgated thereunder) for the Trust or to record this Agreement or any Basic
      Document. The Owner Trustee nevertheless agrees that it will, at its own cost
      and expense, promptly take all action as may be necessary to discharge any
      Liens
      on any part of the Owner Trust Estate that result from actions by, or claims
      against, the Owner Trustee (solely in its individual capacity) and that are
      not
      related to the ownership or the administration of the Owner Trust
      Estate.

     

    
      
        
        

      

      
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    SECTION
      5.5. No
      Action Except under Specified Documents or Instructions.
      The
      Owner Trustee shall not manage, control, use, sell, dispose of or otherwise
      deal
      with any part of the Owner Trust Estate except (i) in accordance with the powers
      granted to and the authority conferred upon the Owner Trustee pursuant to this
      Agreement, (ii) in accordance with the Basic Documents and (iii) in accordance
      with any document or instruction delivered to the Owner Trustee pursuant to
      SECTION 5.3.

     

    SECTION
      5.6. Restrictions.
      The
      Owner Trustee shall not take any action (a) that is inconsistent with the
      purposes of the Trust set forth in SECTION 2.3 or (b) that, to the actual
      knowledge of the Owner Trustee, would result in the Trust’s becoming taxable as
      a corporation for Federal income tax purposes. The Certificateholder shall
      not
      direct the Owner Trustee to take action that would violate the provisions of
      this Section.

     

    ARTICLE
      VI. 

     

    Concerning
      the Owner Trustee

     

    SECTION
      6.1. Acceptance
      of Trusts and Duties.
      The
      Owner Trustee accepts the trusts hereby created and agrees to perform its duties
      hereunder with respect to such trusts but only upon the terms of this Agreement.
      The Owner Trustee also agrees to disburse all moneys actually received by it
      constituting part of the Owner Trust Estate upon the terms of the Basic
      Documents and this Agreement. The Owner Trustee shall not be answerable or
      accountable hereunder or under any Basic Document under any circumstances,
      except (i) for its own willful misconduct, bad faith or gross negligence, (ii)
      in the case of the inaccuracy of any representation or warranty contained in
      SECTION 6.3 expressly made by the Owner Trustee, (iii) for liabilities arising
      from the failure of the Owner Trustee to perform obligations expressly
      undertaken by it in the last sentence of SECTION 5.4 hereof, (iv) for any
      investments issued by the Owner Trustee or any branch or affiliate thereof
      in
      its commercial capacity or (v) for taxes, fees or other charges on, based on
      or
      measured by, any fees, commissions or compensation received by the Owner
      Trustee. In particular, but not by way of limitation (and subject to the
      exceptions set forth in the preceding sentence):

     

    
      
        
        

      

      
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    (a) the
      Owner
      Trustee shall not be liable for any error of judgment made by a Responsible
      Officer of the Owner Trustee (except in the case of willful misconduct, bad
      faith or gross negligence);

     

    (b) the
      Owner
      Trustee shall not be liable with respect to any action taken or omitted to
      be
      taken by it in accordance with the instructions of the Instructing Party, the
      Servicer or the Certificateholder;

     

    (c) no
      provision of this Agreement or any Basic Document shall require the Owner
      Trustee to expend or risk funds or otherwise incur any financial liability
      in
      the performance of any of its rights or powers hereunder or under any Basic
      Document if the Owner Trustee shall have reasonable grounds for believing that
      repayment of such funds or adequate indemnity against such risk or liability
      is
      not reasonably assured or provided to it;

     

    (d) under
      no
      circumstances shall the Owner Trustee be liable for indebtedness evidenced
      by or
      arising under any of the Basic Documents, including the principal of and
      interest on the Notes;

     

    (e) the
      Owner
      Trustee shall not be responsible for or in respect of the validity or
      sufficiency of this Agreement or for the due execution hereof by the Depositor
      or for the form, character, genuineness, sufficiency, value or validity of
      any
      of the Owner Trust Estate or for or in respect of the validity or sufficiency
      of
      the Basic Documents, other than the certificate of authentication on the
      Certificate, and the Owner Trustee shall in no event assume or incur any
      liability, duty or obligation to the Security Insurer, Trustee, Trust Collateral
      Agent, the Collateral Agent, any Noteholder or to any Certificateholder, other
      than as expressly provided for herein and in the Basic Documents;

     

    (f) the
      Owner
      Trustee shall not be liable for the default or misconduct of the Security
      Insurer, the Trustee, the Trust Collateral Agent or the Servicer under any
      of
      the Basic Documents or otherwise and the Owner Trustee shall have no obligation
      or liability to perform the obligations under this Agreement or the Basic
      Documents that are required to be performed by the Trustee under the Indenture
      or the Trust Collateral Agent or the Servicer under the Sale and Servicing
      Agreement; and

     

    (g) the
      Owner
      Trustee shall be under no obligation to exercise any of the rights or powers
      vested in it by this Agreement, or to institute, conduct or defend any
      litigation under this Agreement or otherwise or in relation to this Agreement
      or
      any Basic Document, at the request, order or direction of the Instructing Party
      or the Certificateholder, unless such Instructing Party or Certificateholder
      has
      offered to the Owner Trustee security or indemnity satisfactory to it against
      the costs, expenses and liabilities that may be incurred by the Owner Trustee
      therein or thereby. The right of the Owner Trustee to perform any discretionary
      act enumerated in this Agreement or in any Basic Document shall not be construed
      as a duty, and the Owner Trustee shall not be answerable for other than its
      gross negligence, bad faith or willful misconduct in the performance of any
      such
      act.

     

    SECTION
      6.2. Furnishing
      of Documents.
      The
      Owner Trustee shall furnish to the Certificateholder promptly upon receipt
      of a
      written request therefor, duplicates or copies of all reports, notices,
      requests, demands, certificates, financial statements and any other instruments
      furnished to the Owner Trustee under the Basic Documents.

     

    
      
        
        

      

      
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    SECTION
      6.3. Representations
      and Warranties.
      The
      Owner Trustee hereby represents and warrants to the Depositor, the Holder and
      the Security Insurer (which shall have relied on such representations and
      warranties in issuing the Note Policy), that: 

     

    (a) It
      is a
      Delaware limited purpose trust company, duly organized and validly existing
      in
      good standing under the laws of the State of Delaware. It has all requisite
      corporate power and authority to execute, deliver and perform its obligations
      under this Agreement.

     

    (b) It
      has
      taken all corporate action necessary to authorize the execution and delivery
      by
      it of this Agreement, and this Agreement will be executed and delivered by
      one
      of its officers who is duly authorized to execute and deliver this Agreement
      on
      its behalf.

     

    (c) Neither
      the execution nor the delivery by it of this Agreement, nor the consummation
      by
      it of the transactions contemplated hereby nor compliance by it with any of
      the
      terms or provisions hereof will contravene any federal or Delaware state law,
      governmental rule or regulation governing the banking or trust powers of the
      Owner Trustee or any judgment or order binding on it, or constitute any default
      under its charter documents or bylaws or any indenture, mortgage, contract,
      agreement or instrument to which it is a party or by which any of its properties
      may be bound.

     

    (d) The
      Agreement has been, or, when executed and delivered will have been, duly
      authorized, validly executed and delivered by the Owner Trustee and constitutes,
      a valid and binding agreement of the Owner Trustee, enforceable against the
      Owner Trustee in accordance with its terms, except to the extent that
      enforceability may (A) be subject to insolvency, reorganization, moratorium,
      or
      other similar laws, regulations or procedures of general applicability now
      or
      hereinafter in effect relating to or affecting creditor’s rights generally and
      (B) be limited by general principles of equity (whether considered in a
      proceeding at law or in equity).

     

    SECTION
      6.4. Reliance;
      Advice of Counsel.

     

    (a) The
      Owner
      Trustee shall incur no liability to anyone in acting upon any signature,
      instrument, notice, resolution, request, consent, order, certificate, report,
      opinion, bond or other document or paper reasonably believed by it to be genuine
      and reasonably believed by it to be signed by the proper party or parties.
      The
      Owner Trustee may accept a certified copy of a resolution of the board of
      directors or other governing body of any corporate party as conclusive evidence
      that such resolution has been duly adopted by such body and that the same is
      in
      full force and effect. As to any fact or matter the method of the determination
      of which is not specifically prescribed herein, the Owner Trustee may for all
      purposes hereof rely on a certificate, signed by the president or any vice
      president or by the treasurer, secretary or other authorized officers of the
      relevant party, as to such fact or matter, and such certificate shall constitute
      full protection to the Owner Trustee for any action taken or omitted to be
      taken
      by it in good faith in reliance thereon.

     

    
      
        
        

      

      
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    (b) In
      the
      exercise or administration of the trusts hereunder and in the performance of
      its
      duties and obligations under this Agreement or the Basic Documents, the Owner
      Trustee (i) may act directly or through its agents or attorneys pursuant to
      agreements entered into with any of them, and the Owner Trustee shall not be
      liable for the conduct or misconduct of such agents or attorneys if such agents
      or attorneys shall have been selected by the Owner Trustee with reasonable
      care,
      and (ii) may consult with counsel, accountants and other skilled persons to
      be
      selected with reasonable care and employed by it. The Owner Trustee shall not
      be
      liable for anything done, suffered or omitted in good faith by it in accordance
      with the written opinion or advice of any such counsel, accountants or other
      such persons and according to such opinion not contrary to this Agreement or
      any
      Basic Document.

     

    SECTION
      6.5. Not
      Acting in Individual Capacity.
      Except
      as provided in this ARTICLE VI, in accepting the trust hereby created Wells
      Fargo Delaware Trust Company acts solely as Owner Trustee hereunder and not
      in
      its individual capacity and all Persons having any claim against the Owner
      Trustee by reason of the transactions contemplated by this Agreement or any
      Basic Document shall look only to the Owner Trust Estate for payment or
      satisfaction thereof.

     

    SECTION
      6.6. Owner
      Trustee Not Liable for Certificate or Receivables.
      The
      recitals contained herein and in the Certificate (other than the signature
      and
      countersignature of the Owner Trustee on the Certificate) shall be taken as
      the
      statements of the Depositor and the Owner Trustee assumes no responsibility
      for
      the correctness thereof. The Owner Trustee makes no representations as to the
      validity or sufficiency of this Agreement, of any Basic Document or of the
      Certificate (other than the signature and countersignature of the Owner Trustee
      on the Certificate) or the Notes, or of any Receivable or related documents.
      The
      Owner Trustee shall at no time have any responsibility or liability for or
      with
      respect to the legality, validity and enforceability of any Receivable, or
      the
      perfection and priority of any security interest created by any Receivable
      in
      any Financed Vehicle or the maintenance of any such perfection and priority,
      or
      for or with respect to the sufficiency of the Owner Trust Estate or its ability
      to generate the payments to be distributed to Certificateholder under this
      Agreement or the Noteholders under the Indenture, including, without limitation:
      the existence, condition and ownership of any Financed Vehicle; the existence
      and enforceability of any insurance thereon; the existence and contents of
      any
      Receivable on any computer or other record thereof; the validity of the
      assignment of any Receivable to the Trust or of any intervening assignment;
      the
      completeness of any Receivable; the performance or enforcement of any
      Receivable; the compliance by the Depositor, the Servicer or any other Person
      with any warranty or representation made under any Basic Document or in any
      related document or the accuracy of any such warranty or representation or
      any
      action of the Trustee or the Servicer or any subservicer taken in the name
      of
      the Owner Trustee.

     

    SECTION
      6.7. Owner
      Trustee May Own Notes.
      The
      Owner Trustee in its individual or any other capacity may become the owner
      or
      pledgee of the Notes and may deal with the Depositor, the Trustee and the
      Servicer in banking transactions with the same rights as it would have if it
      were not Owner Trustee.

     

    SECTION
      6.8. Payments
      From Owner Trust Estate.
      All
      payments to be made by the Owner Trustee under this Agreement or any of the
      Basic Documents to which the Trust or the Owner Trustee is a party shall be
      made
      only from the income and proceeds of the Owner Trust Estate and only to the
      extent that the Owner Trust shall have received income or proceeds from the
      Owner Trust Estate to make such payments in accordance with the terms hereof.
      Wells Fargo Delaware Trust Company, or any successor thereto, in its individual
      capacity, shall not be liable for any amounts payable under this Agreement
      or
      any of the Basic Documents to which the Trust or the Owner Trustee is a
      party.

     

    
      
        
        

      

      
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    SECTION
      6.9. Doing
      Business in Other Jurisdictions.
      Notwithstanding anything contained herein to the contrary, neither Wells Fargo
      Delaware Trust Company or any successor thereto, nor the Owner Trustee shall
      be
      required to take any action in any jurisdiction other than in the State of
      Delaware if the taking of such action will, even after the appointment of a
      co-trustee or separate trustee in accordance with SECTION 9.5 hereof, (i)
      require the consent or approval or authorization or order of or the giving
      of
      notice to, or the registration with or the taking of any other action in respect
      of, any state or other governmental authority or agency of any jurisdiction
      other than the State of Delaware; (ii) result in any fee, tax or other
      governmental charge under the laws of the State of Delaware becoming payable
      by
      Wells Fargo Delaware Trust Company (or any successor thereto); or (iii) subject
      Wells Fargo Delaware Trust Company (or any successor thereto) to personal
      jurisdiction in any jurisdiction other than the State of Delaware for causes
      of
      action arising from acts unrelated to the consummation of the transactions
      by
      Wells Fargo Delaware Trust Company (or any successor thereto) or the Owner
      Trustee, as the case may be, contemplated hereby.

     

    ARTICLE
      VII. 

     

    Compensation
      of Owner Trustee

     

    SECTION
      7.1. Owner
      Trustee’s Fees and Expenses.
      The
      Trust shall pay to the Owner Trustee, pursuant to and as limited by
      Section 5.7(b) of the Sale and Servicing Agreement, as compensation for its
      services hereunder such fees as have been separately agreed upon before the
      date
      hereof between UACC and the Owner Trustee, and such other reasonable expenses
      hereunder, including the reasonable compensation, expenses and disbursements
      of
      such agents, representatives, experts and counsel as the Owner Trustee may
      employ in connection with the exercise and performance of its rights and its
      duties hereunder and under the Basic Documents. The Seller shall be jointly
      and
      severally liable for the fees and expenses owing to the Owner Trustee under
      this
      SECTION 7.1.

     

    SECTION
      7.2. Indemnification.
      UACC
      shall be liable as primary obligor for, and shall indemnify the Owner Trustee
      and its officers, directors, successors, assigns, agents and servants
      (collectively, the “Indemnified Parties”) from and against, any and all
      liabilities, obligations, losses, damages, taxes, claims, actions and suits,
      and
      any and all reasonable costs, expenses and disbursements (including reasonable
      legal fees and expenses) of any kind and nature whatsoever (collectively,
“Expenses”) which may at any time be imposed on, incurred by, or asserted
      against the Owner Trustee or any Indemnified Party in any way relating to or
      arising out of this Agreement, the Basic Documents, the Owner Trust Estate,
      the
      administration of the Owner Trust Estate or the action or inaction of the Owner
      Trustee hereunder, except only that UACC shall not be liable for or required
      to
      indemnify the Owner Trustee from and against Expenses arising or resulting
      from
      any of the matters described in the third sentence of SECTION 6.1. The
      indemnities contained in this Section and the rights under SECTION 7.1 shall
      survive the resignation or termination of the Owner Trustee or the termination
      of this Agreement. In any event of any claim, action or proceeding for which
      indemnity will be sought pursuant to this Section, the Owner Trustee’s choice of
      legal counsel shall be subject to the approval of UACC which approval shall
      not
      be unreasonably withheld. The Seller shall be jointly and severally liable
      for
      the indemnification duties and obligations of UACC which are described in this
      SECTION 7.2.

     

    
      
        
        

      

      
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    SECTION
      7.3. Payments
      to the Owner Trustee.
      Any
      amounts paid to the Owner Trustee pursuant to this ARTICLE VII shall be deemed
      not to be a part of the Owner Trust Estate immediately after such
      payment.

     

    SECTION
      7.4. Non-recourse
      Obligations.
      Notwithstanding anything in this Agreement or any Basic Document, the Owner
      Trustee agrees in its individual capacity and in its capacity as Owner Trustee
      for the Trust that all obligations of the Trust to the Owner Trustee
      individually or as Owner Trustee for the Trust shall be with recourse to the
      Owner Trust Estate only and specifically shall be without recourse to the assets
      of the Holder.

     

    ARTICLE
      VIII. 

     

    Termination
      of Trust Agreement

     

    SECTION
      8.1. Termination
      of Trust Agreement.

     

    (a) This
      Agreement and the Trust shall terminate in accordance with Section 3808 of
      the Statutory Trust Statute and be of no further force or effect upon the later
      to occur of (i) the maturity or other liquidation of the last Receivable
      (including the purchase by the Servicer at its option or by the Seller at its
      option of the corpus of the Trust as described in Section 10.1 of the Sale
      and
      Servicing Agreement) and the subsequent distribution of amounts in respect
      of
      such Receivables as provided in the Basic Documents, and (ii) the payment to
      the
      Certificateholder of all amounts required to be paid to it pursuant to this
      Agreement, the payment in full of all amounts owed the Noteholders under the
      Indenture and the payment to the Security Insurer of all amounts payable or
      reimbursable to it pursuant to the Sale and Servicing Agreement, the Insurance
      Agreement or the Policy; provided,
      however,
      that
      the rights to indemnification under SECTION 7.2 and the rights under SECTION
      7.1
      shall survive the termination of the Trust. The Seller or the Servicer shall
      promptly notify the Owner Trustee and the Security Insurer of any prospective
      termination pursuant to this Section. The bankruptcy, liquidation, dissolution,
      death or incapacity of the Certificateholder, shall not (x) operate to terminate
      this Agreement or the Trust, nor (y) entitle the Certificateholder’s legal
      representatives or heirs to claim an accounting or to take any action or
      proceeding in any court for a partition or winding up of all or any part of
      the
      Trust or Owner Trust Estate nor (z) otherwise affect the rights, obligations
      and
      liabilities of the parties hereto.

     

    (b) Neither
      the Depositor nor the Certificateholder shall be entitled to revoke or terminate
      the Trust.

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

    
       

      (c) Notice
        of
        any termination of the Trust, specifying the Distribution Date upon which
        the
        Certificateholder shall surrender the Certificate to the Trust Collateral
        Agent
        for payment of the final distribution and cancellation, shall be given by
        the
        Owner Trustee by letter to the Certificateholder mailed within five Business
        Days of receipt of notice of such termination from the Servicer given pursuant
        to Section 10.1(c) of the Sale and Servicing Agreement, stating (i) the
        Distribution Date upon or with respect to which final payment of the Certificate
        shall be made upon presentation and surrender of the Certificate at the office
        of the Trust Collateral Agent therein designated, (ii) the amount of any
        such
        final payment, (iii) that the Record Date otherwise applicable to such
        Distribution Date is not applicable, payments being made only upon presentation
        and surrender of the Certificate at the office of the Trust Collateral Agent
        therein specified and (iv) interest will cease to accrue on the Certificate.
        The
        Owner Trustee shall give such notice to the Trust Collateral Agent and the
        Security Insurer at the time such notice is given to the Certificateholder.
        Upon
        presentation and surrender of the Certificate, the Trust Collateral Agent
        shall
        cause to be distributed to the Certificateholder amounts distributable on
        such
        Distribution Date pursuant to Section 5.7 of the Sale and Servicing
        Agreement.

       

    

    In
      the
      event that the Certificateholder shall not surrender the Certificate for
      cancellation within six months after the date specified in the above mentioned
      written notice, the Owner Trustee shall give a second written notice to the
      Certificateholder to surrender the Certificate for cancellation and receive
      the
      final distribution with respect thereto. If within one year after the second
      notice all the Certificate shall not have been surrendered for cancellation,
      the
      Owner Trustee may take appropriate steps, or may appoint an agent to take
      appropriate steps, to contact the Certificateholder concerning surrender of
      its
      Certificate, and the cost thereof shall be paid out of the funds and other
      assets that shall remain subject to this Agreement. Any funds remaining in
      the
      Trust after exhaustion of such remedies shall be distributed, subject to
      applicable escheat laws, by the Owner Trustee to the Holder.

     

    (d) Upon
      the
      completion of the winding up of the Trust in accordance with Section 3808 of
      the
      Statutory Trust Statute and its termination, the Owner Trustee shall cause
      the
      Certificate of Trust to be canceled by filing a certificate of cancellation
      with
      the Secretary of State in accordance with the provisions of Section 3810 of
      the
      Statutory Trust Statute.

     

    ARTICLE
      IX. 

     

    Successor
      Owner Trustees and Additional Owner Trustees

     

    SECTION
      9.1. Eligibility
      Requirements for Owner Trustee.
      The
      Owner Trustee shall at all times be a corporation (i) satisfying the provisions
      of Section 3807(a) of the Statutory Trust Statute; (ii) authorized to exercise
      corporate trust powers; (iii) having a combined capital and surplus of at least
      $50,000,000 and subject to supervision or examination by Federal or State
      authorities; and (iv) acceptable to the Security Insurer in its sole discretion,
      so long as an Insurer Default shall not have occurred and be continuing. If
      such
      corporation shall publish reports of condition at least annually, pursuant
      to
      law or to the requirements of the aforesaid supervising or examining authority,
      then for the purpose of this Section, the combined capital and surplus of such
      corporation shall be deemed to be its combined capital and surplus as set forth
      in its most recent report of condition so published. In case at any time the
      Owner Trustee shall cease to be eligible in accordance with the provisions
      of
      this Section, the Owner Trustee shall resign immediately in the manner and
      with
      the effect specified in SECTION 9.2.

     

    
      
        
        

      

      
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    SECTION
      9.2. Resignation
      or Removal of Owner Trustee.
      The
      Owner Trustee may at any time resign and be discharged from the trusts hereby
      created by giving written notice thereof to the Depositor, the Security Insurer
      and the Servicer. Upon receiving such notice of resignation, the Depositor
      shall
      promptly appoint a successor Owner Trustee by written instrument, in duplicate,
      one copy of which instrument shall be delivered to the resigning Owner Trustee
      and one copy to the successor Owner Trustee, provided that the Depositor shall
      have received written confirmation from each of the Rating Agencies that the
      proposed appointment will not result in an increased capital charge to the
      Security Insurer by either of the Rating Agencies. If no successor Owner Trustee
      shall have been so appointed and have accepted appointment within 30 days after
      the giving of such notice of resignation, the resigning Owner Trustee or the
      Security Insurer may petition any court of competent jurisdiction for the
      appointment of a successor Owner Trustee.

     

    If
      at any
      time the Owner Trustee shall cease to be eligible in accordance with the
      provisions of SECTION 9.1 and shall fail to resign after written request
      therefor by the Depositor, or if at any time the Owner Trustee shall be legally
      unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of
      the
      Owner Trustee or of its property shall be appointed, or any public officer
      shall
      take charge or control of the Owner Trustee or of its property or affairs for
      the purpose of rehabilitation, conservation or liquidation, then the Depositor
      with the consent of the Security Insurer (so long as an Insurer Default shall
      not have occurred and be continuing) may remove the Owner Trustee. If the
      Depositor shall remove the Owner Trustee under the authority of the immediately
      preceding sentence, the Depositor shall promptly appoint a successor Owner
      Trustee by written instrument, in duplicate, one copy of which instrument shall
      be delivered to the outgoing Owner Trustee so removed, one copy to the Security
      Insurer and one copy to the successor Owner Trustee and payment of all fees
      owed
      to the outgoing Owner Trustee.

     

    Any
      resignation or removal of the Owner Trustee and appointment of a successor
      Owner
      Trustee pursuant to any of the provisions of this Section shall not become
      effective until acceptance of appointment by the successor Owner Trustee
      pursuant to SECTION 9.3 and payment of all fees and expenses owed to the
      outgoing Owner Trustee. The Depositor shall provide notice of such resignation
      or removal of the Owner Trustee to each of the Rating Agencies.

     

    SECTION
      9.3. Successor
      Owner Trustee.
      Any
      successor Owner Trustee appointed pursuant to SECTION 9.2 shall execute,
      acknowledge and deliver to the Depositor, the Servicer, the Security Insurer
      and
      to its predecessor Owner Trustee an instrument accepting such appointment under
      this Agreement, and thereupon the resignation or removal of the predecessor
      Owner Trustee shall become effective and such successor Owner Trustee, without
      any further act, deed or conveyance, shall become fully vested with all the
      rights, powers, duties and obligations of its predecessor under this Agreement,
      with like effect as if originally named as Owner Trustee. The predecessor Owner
      Trustee shall upon payment of its fees and expenses deliver to the successor
      Owner Trustee all documents and statements and monies held by it under this
      Agreement; and the Depositor and the predecessor Owner Trustee shall execute
      and
      deliver such instruments and do such other things as may reasonably be required
      for fully and certainly vesting and confirming in the successor Owner Trustee
      all such rights, powers, duties and obligations.

     

    
      
        
        

      

      
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    No
      successor Owner Trustee shall accept appointment as provided in this Section
      unless at the time of such acceptance such successor Owner Trustee shall be
      eligible pursuant to SECTION 9.1.

     

    Upon
      acceptance of appointment by a successor Owner Trustee pursuant to this Section,
      the Servicer shall mail notice of the successor of such Owner Trustee to the
      Certificateholder, the Trustee, the Noteholders, the Security Insurer and the
      Rating Agencies. If the Servicer shall fail to mail such notice within 10 days
      after acceptance of appointment by the successor Owner Trustee, the successor
      Owner Trustee shall cause such notice to be mailed at the expense of the
      Servicer.

     

    SECTION
      9.4. Merger
      or Consolidation of Owner Trustee.
      Any
      corporation into which the Owner Trustee may be merged or converted or with
      which it may be consolidated, or any corporation resulting from any merger,
      conversion or consolidation to which the Owner Trustee shall be a party, or
      any
      corporation succeeding to all or substantially all of the corporate trust
      business of the Owner Trustee, shall be the successor of the Owner Trustee
      hereunder, provided such corporation shall be eligible pursuant to SECTION
      9.1,
      without the execution or filing of any instrument or any further act on the
      part
      of any of the parties hereto, anything herein to the contrary notwithstanding;
      provided, further, that the Owner Trustee shall mail notice of such merger
      or
      consolidation to the Rating Agencies and the Security Insurer.

     

    SECTION
      9.5. Appointment
      of Co-Trustee or Separate Trustee.
      Notwithstanding any other provisions of this Agreement, at any time, for the
      purpose of meeting any legal requirements of any jurisdiction in which any
      part
      of the Owner Trust Estate or any Financed Vehicle may at the time be located,
      the Servicer and the Owner Trustee acting jointly shall have the power and
      shall
      execute and deliver all instruments to appoint one or more Persons approved
      by
      the Owner Trustee and the Security Insurer to act as co-trustee, jointly with
      the Owner Trustee, or separate trustee or separate trustees, of all or any
      part
      of the Owner Trust Estate, and to vest in such Person, in such capacity, such
      title to the Trust, or any part thereof, and, subject to the other provisions
      of
      this Section, such powers, duties, obligations, rights and trusts as the
      Servicer and the Owner Trustee may consider necessary or desirable. If the
      Servicer shall not have joined in such appointment within 15 days after the
      receipt by it of a request so to do, the Owner Trustee subject, unless an
      Insurer Default shall have occurred and be continuing, to the approval of the
      Security Insurer (which approval shall not be unreasonably withheld) shall
      have
      the power to make such appointment. No co-trustee or separate trustee under
      this
      Agreement shall be required to meet the terms of eligibility as a successor
      trustee pursuant to SECTION 9.1 and no notice of the appointment of any
      co-trustee or separate trustee shall be required pursuant to SECTION
      9.3.

     

    Each
      separate trustee and co-trustee shall, to the extent permitted by law, be
      appointed and act subject to the following provisions and
      conditions:

    
      
        
        

      

      
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      (i) all
        rights, powers, duties and obligations conferred or imposed upon the Owner
        Trustee shall be conferred upon and exercised or performed by the Owner Trustee
        and such separate trustee or co-trustee jointly (it being understood that
        such
        separate trustee or co-trustee is not authorized to act separately without
        the
        Owner Trustee joining in such act), except to the extent that under any law
        of
        any jurisdiction in which any particular act or acts are to be performed,
        the
        Owner Trustee shall be incompetent or unqualified to perform such act or
        acts,
        in which event such rights, powers, duties and obligations (including the
        holding of title to the Trust or any portion thereof in any such jurisdiction)
        shall be exercised and performed singly by such separate trustee or co-trustee,
        but solely at the direction of the Owner Trustee;

       

    

    (ii) no
      trustee under this Agreement shall be personally liable by reason of any act
      or
      omission of any other trustee under this Agreement; and

     

    (iii) the
      Servicer and the Owner Trustee acting jointly may at any time accept the
      resignation of or remove any separate trustee or co-trustee.

     

    Any
      notice, request or other writing given to the Owner Trustee shall be deemed
      to
      have been given to each of the then separate trustees and co-trustees, as
      effectively as if given to each of them. Every instrument appointing any
      separate trustee or co-trustee shall refer to this Agreement and the conditions
      of this Article. Each separate trustee and co-trustee, upon its acceptance
      of
      the trusts conferred, shall be vested with the estates or property specified
      in
      its instrument of appointment, either jointly with the Owner Trustee or
      separately, as may be provided therein, subject to all the provisions of this
      Agreement, specifically including every provision of this Agreement relating
      to
      the conduct of, affecting the liability of, or affording protection to, the
      Owner Trustee. Each such instrument shall be filed with the Owner Trustee and
      a
      copy thereof given to the Servicer and the Security Insurer.

     

    Any
      separate trustee or co-trustee may at any time appoint the Owner Trustee, its
      agent or attorney-in-fact with full power and authority, to the extent not
      prohibited by law, to do any lawful act under or in respect of this Agreement
      on
      its behalf and in its name. If any separate trustee or co-trustee shall die,
      become incapable of acting, resign or be removed, all of its estates,
      properties, rights, remedies and trusts shall vest in and be exercised by the
      Owner Trustee, to the extent permitted by law, without the appointment of a
      new
      or successor trustee.

     

    ARTICLE
      X. 

     

    Miscellaneous

     

    SECTION
      10.1. Supplements
      and Amendments.

     

    (a) This
      Agreement may be amended by the Depositor and the Owner Trustee, with the prior
      written consent of the Security Insurer (so long as an Insurer Default shall
      not
      have occurred and be continuing) and with prior written notice to the Rating
      Agencies, without the consent of any of the Noteholders or the
      Certificateholder, (i) to cure any ambiguity or defect or (ii) to correct,
      supplement or modify any provisions in this Agreement; provided,
      however,
      that
      such action shall not, as evidenced by an Opinion of Counsel which may be based
      upon a certificate of the Servicer, adversely affect in any material respect
      the
      interests of any Noteholder or Certificateholder.

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

    
       

      (b) This
        Agreement may also be amended from time to time, with the prior written consent
        of the Security Insurer (so long as an Insurer Default shall not have occurred
        and be continuing) by the Depositor and the Owner Trustee, with prior written
        notice to the Rating Agencies, to the extent such amendment materially and
        adversely affects the interests of the Noteholders and if an Insurer Default
        shall have occurred and is continuing, with the consent of the Noteholders
        evidencing not less than a majority of the Outstanding Amount of the Notes,
        and
        the consent of the Certificateholder (which consent of any Holder of a
        Certificate or Note given pursuant to this Section or pursuant to any other
        provision of this Agreement shall be conclusive and binding on such Holder)
        for
        the purpose of adding any provisions to or changing in any manner or eliminating
        any of the provisions of this Agreement or of modifying in any manner the
        rights
        of the Noteholders or the Certificateholder; provided,
        however,
        that
        subject to the express rights of the Security Insurer under the Basic Documents,
        no such amendment shall (a) increase or reduce in any manner the amount of,
        or
        accelerate or delay the timing of, collections of payments on Receivables
        or
        distributions that shall be required to be made for the benefit of the
        Noteholders or the Certificateholder or (b) reduce the aforesaid percentage
        of
        the Outstanding Amount of the Notes and the Certificate Balance required
        to
        consent to any such amendment, without the consent of the Holders of all
        the
        outstanding Notes and the Certificateholder.

       

    

    It
      will
      be a condition precedent to any amendment of this Agreement that, if an Insurer
      Default has occurred and is continuing and if such amendment would have a
      material adverse effect on the interests of the Security Insurer, that the
      prior
      written consent of the Security Insurer shall have been obatined.

     

    (c) In
      order
      to comply with any rules adopted by the Commission, this Agreement may be
      amended from time to time by the parties hereto and with the consent of the
      Insurer, which consent shall not be unreasonably withheld, without the consent
      of any of the Noteholders or the Trustee, as may be necessary, in the judgment
      of the Depositor and its counsel, pursuant to Section 11.4 of the Sale and
      Servicing Agreement, to comply with any rules promulgated by the Commission
      and
      any interpretations thereof by the staff of the Commission.

     

    Promptly
      after the execution of any such amendment or consent, the Owner Trustee shall
      furnish written notification of the substance of such amendment or consent
      to
      the Certificateholder, the Trustee and each of the Rating Agencies.

     

    It
      shall
      not be necessary for the consent of Certificateholder, the Noteholders or the
      Trustee pursuant to this Section to approve the particular form of any proposed
      amendment or consent, but it shall be sufficient if such consent shall approve
      the substance thereof. The manner of obtaining such consents (and any other
      consents of the Certificateholder provided for in this Agreement or in any
      other
      Basic Document) and of evidencing the authorization of the execution thereof
      by
      Certificateholder shall be subject to such reasonable requirements as the Owner
      Trustee may prescribe. Promptly after the execution of any amendment to the
      Certificate of Trust, the Owner Trustee shall cause the filing of such amendment
      with the Secretary of State.

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

    
       

      Prior
        to
        the execution of any amendment to this Agreement or the Certificate of Trust,
        the Owner Trustee shall be entitled to receive and rely upon an Opinion of
        Counsel stating that the execution of such amendment is authorized or permitted
        by this Agreement and that all conditions precedent to the execution and
        delivery of such amendment have been satisfied. The Owner Trustee may, but
        shall
        not be obligated to, enter into any such amendment which affects the Owner
        Trustee’s own rights, duties or immunities under this Agreement or
        otherwise.

       

    

    SECTION
      10.2. No
      Legal Title to Owner Trust Estate in Certificateholder.
      The
      Certificateholder shall not have legal title to any part of the Owner Trust
      Estate. The Certificateholder shall be entitled to receive distributions in
      accordance with ARTICLE VIII. No transfer, by operation of law or otherwise,
      of
      any right, title or interest of the Certificateholder to and in its ownership
      interest in the Owner Trust Estate shall operate to terminate this Agreement
      or
      the trust hereunder or entitle any transferee to an accounting or to the
      transfer to it of legal title to any part of the Owner Trust
      Estate.

     

    SECTION
      10.3. Limitations
      on Rights of Others.
      The
      provisions of this Agreement are solely for the benefit of the Owner Trustee,
      the Depositor, the Certificateholder, the Servicer and, to the extent expressly
      provided herein, the Security Insurer, the Trustee and the Noteholders, and
      nothing in this Agreement, whether express or implied, shall be construed to
      give to any other Person any legal or equitable right, remedy or claim in the
      Owner Trust Estate or under or in respect of this Agreement or any covenants,
      conditions or provisions contained herein.

     

    SECTION
      10.4. Notices.

     

    (a) Unless
      otherwise expressly specified or permitted by the terms hereof, all notices
      shall be in writing and shall be deemed given upon receipt personally delivered,
      delivered by overnight courier or mailed first class mail or certified mail,
      in
      each case return receipt requested, and shall be deemed to have been duly given
      upon receipt, if to the Owner Trustee, addressed to the Corporate Trust Office;
      if to the Depositor, addressed to UPFC Auto Financing Corporation, Business
      Operations Office, 860 W Airport Freeway, Suite 702, Hurst, Texas 76054,
      Attention: David J. Carlton, (with a copy to the Servicer at the address set
      forth below); if to United Auto Credit Corporation, 18191 Von Karman Avenue,
      Suite 300, Irvine, California 92612, Attention: Arash A. Khazei; if to the
      Security Insurer, addressed to Security Insurer, Ambac Assurance Corporation,
      One State Street Plaza, 19th Floor, New York, NY 10004, Attention: UPFC Auto
      Receivables Trust 2007-B, Facsimile No.: 212-208-3547, Confirmation:
      212-668-0340 (in each case in which notice or other communication to the
      Security Insurer refers to an Event of Default, a claim on the Note Policy
      or
      with respect to which failure on the part of the Security Insurer to respond
      shall be deemed to constitute consent or acceptance, then a copy of such notice
      or other communication should also be sent to the attention of the General
      Counsel “URGENT
      MATERIAL ENCLOSED”);
      or,
      as to each party, at such other address as shall be designated by such party
      in
      a written notice to each other party.

     

    (b) Any
      notice required or permitted to be given to a Certificateholder shall be given
      by first-class mail, postage prepaid, at the address of the Holder. Any notice
      so mailed within the time prescribed in this Agreement shall be conclusively
      presumed to have been duly given, whether or not the Certificateholder receives
      such notice.

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

    
       

      SECTION
        10.5. Severability.
        Any
        provision of this Agreement that is prohibited or unenforceable in any
        jurisdiction shall, as to such jurisdiction, be ineffective to the extent
        of
        such prohibition or unenforceability without invalidating the remaining
        provisions hereof, and any such prohibition or unenforceability in any
        jurisdiction shall not invalidate or render unenforceable such provision
        in any
        other jurisdiction.

       

    

    SECTION
      10.6. Separate
      Counterparts.
      This
      Agreement may be executed by the parties hereto in separate counterparts, each
      of which when so executed and delivered shall be an original, but all such
      counterparts shall together constitute but one and the same
      instrument.

     

    SECTION
      10.7. Assignments;
      Security Insurer.
      This
      Agreement shall inure to the benefit of and be binding upon the parties hereto
      and the Security Insurer and their respective successors and permitted assigns.
      The Security Insurer shall be an express third party beneficiary of this
      Agreement, entitled to enforce the provisions hereof as if a party
      hereto.

     

    SECTION
      10.8. No
      Recourse.
      The
      Certificateholder by accepting a Certificate acknowledges that the Certificate
      represents a beneficial interest in the Trust only and do not represent
      interests in or obligations of the Seller, the Servicer, the Owner Trustee,
      the
      Trustee, the Security Insurer or any Affiliate thereof and no recourse may
      be
      had against such parties or their assets, except as may be expressly set forth
      or contemplated in this Agreement, the Certificate or the Basic
      Documents.

     

    SECTION
      10.9. Headings.
      The
      headings of the various Articles and Sections herein are for convenience of
      reference only and shall not define or limit any of the terms or provisions
      hereof.

     

    SECTION
      10.10. GOVERNING
      LAW.
      THIS
      AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
      OF
      THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS,
      AND
      THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
      DETERMINED IN ACCORDANCE WITH SUCH LAWS.

     

    SECTION
      10.11. Servicer.
      The
      Servicer is authorized to prepare, or cause to be prepared, execute and deliver
      on behalf of the Trust and all such documents, reports, filings, instruments,
      certificates and opinions as it shall be the duty of the Trust or Owner Trustee
      to prepare, file or deliver pursuant to the Basic Documents. Upon written
      request, the Owner Trustee shall execute and deliver to the Servicer a limited
      power of attorney appointing the Servicer the Trust’s agent and attorney-in-fact
      to prepare, or cause to be prepared, execute and deliver all such documents,
      reports, filings, instruments, certificates and opinions.

     

    SECTION
      10.12. Nonpetition
      Covenants.
      Notwithstanding any prior termination of this Agreement, the Certificateholder
      shall not, prior to the date which is one year and one day after the termination
      of this Agreement with respect to the Trust, acquiesce, petition or otherwise
      invoke or cause the Trust to invoke the process of any court or government
      authority for the purpose of commencing or sustaining a case against the Trust
      under any federal or state bankruptcy, insolvency or similar law or appointing
      a
      receiver, liquidator, assignee, trustee, custodian, sequestrator or other
      similar official of the Trust or any substantial part of its property, or
      ordering the winding up or liquidation of the affairs of the Trust.

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      XI. 

     

    COMPLIANCE
      WITH REGULATION AB

     

    SECTION
      11.1. Intent
      of the Parties; Reasonableness.

     

    (a) Intent
      of the Parties; Reasonableness.
      The
      Depositor and the Owner Trustee acknowledge and agree that the purpose of
      Article Eleven of this Agreement is to facilitate compliance by the Depositor
      with the provisions of Regulation AB and related rules and regulations of the
      Commission.

     

    Neither
      the Depositor nor the Owner Trustee shall exercise its right to request delivery
      of information or other performance under these provisions other than in good
      faith, or for purposes other than compliance with the Securities Act, the
      Exchange Act and the rules and regulations of the Commission thereunder (or
      the
      provision in a private offering of disclosure comparable to that required under
      the Securities Act). The Owner Trustee acknowledges that interpretations of
      the
      requirements of Regulation AB may change over time, whether due to interpretive
      guidance provided by the Commission or its staff, consensus among participants
      in the asset-backed securities markets, advice of counsel, or otherwise, and
      agrees to comply with requests made by the Depositor in good faith for delivery
      of information under these provisions on the basis of evolving interpretations
      of Regulation AB. In connection therewith, the Owner Trustee shall cooperate
      fully with the Depositor to deliver to the Depositor (including any of its
      assignees or designees), any and all statements, reports, certifications,
      records, attestations, and any other information necessary in the good faith
      determination of the Depositor, to permit the Depositor to comply with the
      provisions of Regulation AB, together with such disclosures relating to the
      Owner Trustee or the servicing of the Receivables, reasonably believed by the
      Depositor to be necessary in order to effect such compliance.

     

    [Remainder
      of page intentionally left blank.]

     


    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    


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

     

    
      	 	
              WELLS
                FARGO DELAWARE TRUST COMPANY, 

              as
                Owner Trustee

               

               

              By:

              
                

              

              Name:

              Title:
                

            
	 	 
	 	
              UPFC
                AUTO FINANCING CORPORATION

               

               

              By:

              
                

              

              Name:
                David J. Carlton

              Title:
                Senior Vice President

            


    

    


    
      	
              ACKNOWLEDGED
                AND AGREED TO:

               

              UNITED
                AUTO CREDIT CORPORATION

              Solely
                with respect to SECTION 7.1 and

              SECTION
                7.2

               

               

              By:

              
                

              

              Name:
                Mario Radrigan

              Title:
                Executive Vice President

            	 
	 	 


    

    


     

    [Signature
      Page to Amended and Restated Trust Agreement]


    
      
        
        

      

      
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    EXHIBIT
      A

     

    NUMBER

    R-1

     

    SEE
      REVERSE FOR CERTAIN DEFINITIONS

     

    THIS
      CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY OTHER
      APPLICABLE SECURITIES OR “BLUE SKY” LAWS OF ANY STATE OR OTHER JURISDICTION, AND
      MAY NOT BE RESOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN
      COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR ANY
      OTHER
      APPLICABLE SECURITIES OR “BLUE SKY” LAWS, PURSUANT TO AN EXEMPTION THEREFROM OR
      IN A TRANSACTION NOT SUBJECT THERETO. IT AGREES, ON ITS OWN BEHALF AND ON BEHALF
      OF ANY ACCOUNTS FOR WHICH IT IS ACTING AS AGENT, THAT SUCH CERTIFICATE MAY
      BE
      RESOLD, ASSIGNED, PLEDGED OR TRANSFERRED ONLY (A) SO LONG AS THE
      CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES
      ACT (“RULE 144A”), TO A PERSON WHOM THE TRANSFEROR REASONABLY BELIEVES AFTER DUE
      INQUIRY IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A
      (“QIB”) ACTING FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A
      FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE QIBS) TO WHOM NOTICE IS
      GIVEN THAT THE RESALE, ASSIGNMENT, PLEDGE OR TRANSFER IS BEING MADE IN RELIANCE
      ON RULE 144A, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
      SECURITIES ACT OR (C) IF SUCH RESALE, ASSIGNMENT, PLEDGE OR OTHER TRANSFER
      IS MADE IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE
      SECURITIES ACT AND OTHER SECURITIES OR “BLUE SKY” LAWS, IN WHICH CASE THE OWNER
      TRUSTEE SHALL REQUIRE (I) THAT BOTH THE PROSPECTIVE TRANSFEROR AND THE
      PROSPECTIVE TRANSFEREE CERTIFY TO THE OWNER TRUSTEE AND THE DEPOSITOR IN WRITING
      THE FACTS SURROUNDING SUCH TRANSFER, WHICH CERTIFICATION SHALL BE IN FORM AND
      SUBSTANCE SATISFACTORY TO THE OWNER TRUSTEE AND (II) A WRITTEN OPINION OF
      COUNSEL (WHICH SHALL NOT BE AT THE EXPENSE OF THE OWNER TRUSTEE OR THE
      DEPOSITOR) SATISFACTORY TO THE OWNER TRUSTEE AND THE DEPOSITOR, TO THE EFFECT
      THAT SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES ACT, OR IN EACH CASE IN
      ACCORDANCE WITH ANY APPLICABLE SECURITIES OR “BLUE SKY” LAWS OF ANY STATE OR
      JURISDICTION. ANY ATTEMPTED TRANSFER IN CONTRAVENTION OF THE IMMEDIATELY
      PRECEDING RESTRICTIONS WILL BE VOID AB INITIO AND THE PURPORTED TRANSFEROR
      WILL
      CONTINUE TO BE TREATED AS THE OWNER OF THE CERTIFICATE FOR ALL
      PURPOSES.

     

    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    

    
       

      NO
        INTEREST IN THIS TRUST CERTIFICATES MAY BE ACQUIRED BY OR FOR THE ACCOUNT
        OF AN
        EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO SECTION
        406 OF
        THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) OR
        SECTION 4975 OF THE CODE OR ANY SUBSTANTIALLY SIMILAR APPLICABLE LAW (“SIMILAR
        LAW”) OR AN ENTITY WHOSE UNDERLYING ASSETS ARE DEEMED TO BE ASSETS OF A PLAN
        DESCRIBED ABOVE BY REASON OF SUCH PLAN’S INVESTMENT IN THE ENTITY (EACH, A
“BENEFIT PLAN”). BY ACCEPTING AND HOLDING THIS CERTIFICATE, THE HOLDER HEREOF
        AND THE CERTIFICATE OWNER SHALL EACH BE DEEMED TO HAVE REPRESENTED AND WARRANTED
        THAT IT IS NOT A BENEFIT PLAN. 

       

        
          

        

      

    

     

    ASSET
      BACKED CERTIFICATE

     

    evidencing
      a beneficial ownership interest in certain distributions of the Trust, as
      defined below, the property of which includes a pool of retail installment
      sale
      contracts secured by new or used automobiles, vans or light duty trucks and
      sold
      to the Trust by UPFC Auto Financing Corporation.

     

    (This
      Certificate does not represent an interest in or obligation of
UPFC
      Auto Financing Corporation
      or any of its Affiliates,
      except to the extent described below.)

     

    THIS
      CERTIFIES THAT UPFC AUTO RECEIVABLES CORP. is the registered owner of a
      nonassessable, fully-paid, beneficial ownership interest in certain
      distributions of UPFC Auto Receivables Trust 2007-B (the “Trust”)
      formed
      by UPFC Auto Financing Corporation, a Texas corporation (the “Seller”).
      

     

    OWNER
      TRUSTEE’S CERTIFICATE OF AUTHENTICATION

     

    This
      is
      the Certificate referred to in the within-mentioned Trust
      Agreement.

    


     

    
      	
              WELLS
                FARGO DELAWARE TRUST COMPANY
                not in its individual

              capacity
                but solely as

              Owner
                Trustee

               

              by:  

              
                
   

              Authenticating
                Agent

               

              by: 

              
                

              

                  

            


    

     

    The
      Trust
      was created pursuant to a Trust Agreement dated as of July 19, 2007, as amended
      and restated as of November 8, 2007 (the “Trust
      Agreement”),
      between the Seller and Wells Fargo Delaware Trust Company, as owner trustee
      (the
“Owner
      Trustee”),
      a
      summary of certain of the pertinent provisions of which is set forth below.
      To
      the extent not otherwise defined herein, the capitalized terms used herein
      have
      the meanings assigned to them in the Trust Agreement.

     

    
      
        
        

      

      
        A-2

        
          

        

      

      
        
        

      

    

     

    This
      is
      the duly authorized Certificate designated as “Asset
      Backed Certificate”
(herein
      called the “Certificate”).
      Also
      issued under the Indenture, dated as of November 1, 2007, among the Trust,
      Deutsche Bank Trust Company Americas, as indenture trustee and trust collateral
      agent, are three classes of Notes designated as “Class
      A-1 4.98685% Asset Backed Notes”
(the
      “Class
      A-1 Notes”),
      “Class
      A-2 5.75% Asset Backed Notes”
(the
      “Class
      A-2 Notes”)
      and
“Class
      A-3 6.15% Asset Backed Notes”
(the
      “Class
      A-3 Notes”
and
      together with the Class A-1 Notes and the Class A-2 Notes, the “Notes”).
      This
      Certificate is issued under and is subject to the terms, provisions and
      conditions of the Trust Agreement, to which Trust Agreement the holder of this
      Certificate by virtue of the acceptance hereof assents and by which such holder
      is bound. The property of the Trust includes a pool of retail installment sale
      contracts secured by new and used automobiles, vans or light duty trucks (the
      “Receivables”),
      all
      monies due thereunder on or after the security interests in the vehicles
      financed thereby, certain bank accounts and the proceeds thereof, proceeds
      from
      claims on certain insurance policies and certain other rights under the Trust
      Agreement and the Sale and Servicing Agreement, all right, to and interest
      of
      the Seller in and to the Sale Agreement dated as of November 1, 2007 among
      United Auto Credit Corporation and the Seller and all proceeds of the
      foregoing.

     

    The
      holder of this Certificate acknowledges and agrees that its rights to receive
      distributions in respect of this Certificate are subordinated to the rights
      of
      the Noteholders as described in the Sale and Servicing Agreement, the Indenture
      and the Trust Agreement, as applicable.

     

    Distributions
      on this Certificate will be made as provided in the Trust Agreement by the
      Owner
      Trustee by wire transfer or check mailed to the Certificateholder without the
      presentation or surrender of this Certificate or the making of any notation
      hereon. Except as otherwise provided in the Trust Agreement and notwithstanding
      the above, the final distribution on this Certificate will be made after due
      notice by the Owner Trustee of the pendency of such distribution and only upon
      presentation and surrender of this Certificate at the office or agency
      maintained for the purpose by the Owner Trustee in the Corporate Trust
      Office.

     

    Reference
      is hereby made to the further provisions of this Certificate set forth on the
      reverse hereof, which further provisions shall for all purposes have the same
      effect as if set forth at this place.

     

    Unless
      the certificate of authentication hereon shall have been executed by an
      authorized officer of the Owner Trustee, by manual signature, this Certificate
      shall not entitle the holder hereof to any benefit under the Trust Agreement
      or
      the Sale and Servicing Agreement or be valid for any purpose.

     


    
      
        
        

      

      
        A-3

        
          

        

      

      
        
        

      

    

     

    THIS
      CERTIFICATE SHALL BE GOVERNED BY, CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
      THE
      STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND
      THE
      OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED
      IN
      ACCORDANCE WITH SUCH LAWS.

     


    
      
        
        

      

      
        A-4

        
          

        

      

      
        
        

      

    



    IN
      WITNESS WHEREOF, the Owner Trustee, on behalf of the Trust and not in its
      individual capacity,
      has
      caused this Certificate to be duly executed.

     

    
      	 	
              UPFC
                AUTO RECEIVABLES TRUST 2007-B

            
	 	 
	
               

               

               

               

               

              Date:
                November ___, 2007

            	
              By:   
                 WELLS
                FARGO DELAWARE TRUST

              COMPANY
                not in its individual capacity

              but
                solely as Owner Trustee

               

               

              By: 

              
                

              

            


    

    


     


    
      
        
        

      

      
        A-5

        
          

        

      

      
        
        

      

    


    (Reverse
      of Certificate)

     

    The
      Certificate does not represent an obligation of, or an interest in, the Seller,
      the Servicer, the Owner Trustee or any Affiliates of any of them and no recourse
      may be had against such parties or their assets, except as may be expressly
      set
      forth or contemplated herein or in the Trust Agreement, the Indenture or the
      Basic Documents. In addition, this Certificate is not guaranteed by any
      governmental agency or instrumentality and is limited in right of payment to
      certain collections with respect to the Receivables, all as more specifically
      set forth herein and in the Sale and Servicing Agreement. A copy of each of
      the
      Sale and Servicing Agreement and the Trust Agreement may be examined during
      normal business hours at the principal office of the Seller, and at such other
      places, if any, designated by the Seller, by any Certificateholder upon written
      request. 

     

    The
      Trust
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Seller under
      the Trust Agreement at any time by the Seller and the Owner Trustee with the
      consent of the Security Insurer (so long as an Insurer Default has not occurred
      or is continuing), the Note Majority and the Certificateholder. Any such consent
      by the Holder of this Certificate shall be conclusive and binding on such Holder
      and on all future Holders of this Certificate and of any Certificate issued
      upon
      the transfer hereof or in exchange hereof or in lieu hereof whether or not
      notation of such consent is made upon this Certificate. The Trust Agreement
      also
      permits the amendment thereof, in certain limited circumstances, without the
      consent of the Certificateholder. 

     

    As
      provided in the Trust Agreement and subject to certain limitations therein
      set
      forth, the transfer of this Certificate is registrable in the Certificate
      Register upon surrender of this Certificate for registration of transfer at
      the
      offices or agencies of the Certificate Registrar maintained by the Owner Trustee
      in the Corporate Trust Office, accompanied by a written instrument of transfer
      in form satisfactory to the Owner Trustee and the Certificate Registrar duly
      executed by the holder hereof or such holder’s attorney duly authorized in
      writing, and thereupon a new Certificate evidencing the same aggregate interest
      in the Trust will be issued to the designated transferee. The initial
      Certificate Registrar appointed under the Trust Agreement is Wells Fargo
      Delaware Trust Company. No service charge will be made for any such registration
      of transfer or exchange, but the Owner Trustee or the Certificate Registrar
      may
      require payment of a sum sufficient to cover any tax or governmental charge
      payable in connection therewith. 

     

    The
      Owner
      Trustee, the Security Insurer and any agent of the Owner Trustee or the Security
      Insurer may treat the person in whose name this Certificate is registered as
      the
      owner hereof for all purposes, and none of the Owner Trustee, the Security
      Insurer nor any such agent shall be affected by any notice to the contrary.
      

     

    The
      obligations and responsibilities created by the Trust Agreement and the Trust
      created thereby shall terminate upon the payment to the Certificateholder of
      all
      amounts required to be paid to it pursuant to the Trust Agreement and the Sale
      and Servicing Agreement and the disposition of all property held as part of
      the
      Trust. The Seller or the Servicer of the Receivables may at its option purchase
      the corpus of the Trust at a price specified in the Sale and Servicing
      Agreement, and such purchase of the Receivables and other property of the Trust
      will effect early retirement of the Certificate; however, such right of purchase
      is exercisable, subject to certain restrictions, only as of the last day of
      any
      Collection Period as of which the Pool Balance is 10% or less of the Original
      Pool Balance. 

     

    
      
        
        

      

      
        A-6

        
          

        

      

      
        
        

      

    

     

    The
      Certificate may not be acquired by an employee benefit plan or other retirement
      arrangement that is subject to Section 406 of ERISA or Section 4975 of the
      Code
      or any substantially similar applicable law or any entity whose underlying
      assets include assets of a plan described in (a) above by reason of such plan’s
      investment in the entity (each, a “Benefit
      Plan”).
      By
      accepting and holding this Certificate, the Holder hereof shall be deemed to
      have represented and warranted that it is not a Benefit Plan. 

     

    The
      recitals contained herein shall be taken as the statements of the Depositor
      or
      the Servicer, as the case may be, and the Owner Trustee assumes no
      responsibility for the correctness thereof. The Owner Trustee makes no
      representations as to the validity or sufficiency of this Certificate or of
      any
      Receivable or related document. 

     

    Unless
      the certificate of authentication hereon shall have been executed by an
      authorized officer of the Owner Trustee, by manual or facsimile signature,
      this
      Certificate shall not entitle the Holder hereof to any benefit under the Trust
      Agreement or the Sale and Servicing Agreement or be valid for any
      purpose.

     


    
      
        
        

      

      
        A-7

        
          

        

      

      
        
        

      

    


    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED the undersigned hereby sells, assigns and transfers unto

     

    PLEASE
      INSERT SOCIAL SECURITY

    OR
      OTHER
      IDENTIFYING NUMBER

    OF
      ASSIGNEE

     

      
        

      

    

    (Please
      print or type name and address, including postal zip code, of
      assignee)

     

    
      

    

    the
      within Certificate, and all rights thereunder, hereby irrevocably constituting
      and appointing

     

    _________________________Attorney
      to transfer said Certificate on the books of the Certificate Registrar, with
      full power of substitution in the premises.

     

    
      	
              Dated:

            	
               

            	*
	 	Signature	 
	 	 	 
	
              Guaranteed:

               

            	
               

            	 *
	 	 	 
	 	 	 


    

    
      	
              *

            	
              NOTICE:
                The signature to this assignment must correspond with the name of
                the
                registered owner as it appears on the face of the within Certificate
                in
                every particular, without alteration, enlargement or any change whatever.
                Such signature must be guaranteed by an “eligible guarantor institution”
                meeting the requirements of the Certificate Registrar, which requirements
                include membership or participation in STAMP or such other “signature
                guarantee program” as may be determined by the Certificate Registrar in
                addition to, or in substitution for, STAMP, all in accordance with
                the
                Securities Exchange Act of 1934, as
                amended.

            


    


    
      
        
        

      

      
        A-8

        
          

        

      

      
        
        

      

    



    EXHIBIT
      B

     

    FORM
      OF

     

    CERTIFICATE
      OF TRUST

     

    OF

     

    UPFC
      AUTO RECEIVABLES TRUST 2007-B

     

    THIS
      Certificate of Trust of UPFC AUTO RECEIVABLES TRUST 2007-B (the “Trust”)
      is
      being duly executed and filed on behalf of the Trust by the undersigned, as
      trustee, to form a statutory trust under the Delaware Statutory Trust Act
      (12 Del.
      C.§ 3801,
      et seq.)
      (the
“Act”).

     

    1. Name.
      The
      name of the statutory trust formed by this Certificate of Trust is “UPFC
      Auto Receivables Trust 2007-B.”

     

    2. Delaware
      Trustee.
      The name and business address of the trustee of the Trust in the State of
      Delaware is Wells Fargo Delaware Trust Company, 919
      Market Street, Wilmington, Delaware 19801.
      

     

    3. Effective
      Date.
      This
      Certificate of Trust shall be effective upon filing. 

     

    IN
      WITNESS WHEREOF, the undersigned has duly executed this Certificate of Trust
      in
      accordance with Section 3811(a)(1) of the Act. 

     

    
      	 	
              WELLS
                FARGO DELAWARE TRUST COMPANY, 

              not
                in its individual capacity but solely as trustee of the Trust

               

               

               

              By:  

              
                

              

              Name:
                

              Title:
                

            
	 	 


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      C

     

    FORM
      OF
      TRANSFEROR CERTIFICATE

     

    [Date]

     

    UPFC
      Auto
      Receivables Trust 2007-B,

    as
      Trust

    c/o
      Wells
      Fargo Delaware Trust Company

    as
      Certificate Registrar

    Corporate
      Trust Services

    919
      North
      Market Street., Suite 1600

    Wilmington,
      Delaware 19801

    Attention:
      Corporate Trust Office 

     

    Ladies
      and Gentlemen:

     

    In
      connection with our proposed sale of the Asset Backed Certificates (the
“Certificate”) of UPFC Auto Receivables Trust 2007-B (the “Trust”), a Delaware
      statutory trust formed by UPFC Auto Financing Corporation (the “Depositor” or
“Seller”), we confirm that:

     

    (a) The
      Transferor is the lawful owner of the Certificate with the full right to
      transfer the Certificate free from any and all claims and encumbrances
      whatsoever.

     

    (b) Neither
      the Transferor nor anyone acting on its behalf has (a) offered, transferred,
      pledged, sold or otherwise disposed of the Certificates, any interest in the
      Certificate or any other similar security to any person in any manner, (b)
      solicited any offer to buy or accept a transfer, pledge or other disposition
      of
      the Certificate, any interest in the Certificate or any other similar security
      from any person in any manner, (c) otherwise approached or negotiated with
      respect to the Certificate, any interest in the Certificate or any other similar
      security with any person in any manner, (d) made any general solicitation with
      respect to the Certificate, any interest in the Certificate or any other similar
      security be means of general advertising or in any manner, or (e) taken any
      other action with respect to the Certificate, any interest in the Certificate
      or
      any other similar security, which (in the case of any of the acts described
      in
      clauses (a) through (e) hereof) would constitute a distribution under the
      Securities Act of 1933 (the “Securities Act”), or would render the disposition
      of the Certificate a violation of Section 5 of the Securities Act or any state
      securities laws, or would require registration or qualification of the
      Certificate pursuant to the Securities Act or any state securities
      laws.

     

    (c) The
      Transferor and any person acting on behalf of the Transferor in this matter
      reasonably believe that the Transferee is either (a) a “qualified institutional
      buyer” (as that term is defined in Rule 144A (“Rule 144A”) under the Securities
      Act) purchasing for its own account or (b) either (i) an “accredited investor”
within the meaning of paragraph (1), (2), (3) or (7) of Rule 501(a) under the
      Securities Act or (ii) an entity in which all the equity owners are “accredited
      investors” within the meaning of paragraph (1), (2), (3) or (7) of Rule 501(a)
      under the Securities Act, and has such knowledge and experience in financial
      and
      business matters as to be capable of evaluating the merits and risks of an
      investment in the Certificate.

     

    
      
        
        

      

      
        C-1

        
          

        

      

      
        
        

      

    

     

    (d) Unless
      the Transferee is either (a) an “accredited investor” within the meaning of Rule
      501(a)(1), (2), (3) or (7) under the Securities Act or (b) an entity in which
      all the equity owners are “accredited investors” within the meaning of paragraph
      (1), (2), (3) or (7) of Rule 501(a) under the Securities Act that is furnishing
      a Transferee Certificate in the form of Exhibit C to the Trust Agreement, the
      Transferor or a person acting on its behalf has taken reasonable steps to ensure
      that the Transferee is aware that the Transferor is relying on the exemption
      from the provisions of Section 5 of the Securities Act provided by Rule 144A.
      

     

    (e) The
      Transferor or a person acting on its behalf has furnished, or caused to be
      furnished, to the Transferee all information regarding (a) the Certificates
      and
      distributions thereon, (b) the Sale and Servicing Agreement, and (c) any credit
      enhancement mechanism associated with the Certificates, that the Transferee
      has
      requested. 

     

    
      	 	
              Very
                truly yours, 

               

               

              Print
                Name of Transferor

            
	 	 
	 	 
	 	 
	 	
              By:

            
	 	 
	 	 
	 	 
	 	
              Name:
                

            
	 	 
	 	 
	 	 
	 	
              Title:

            
	 	 
	 	 
	 	 


    


    
      
        
        

      

      
        C-2

        
          

        

      

      
        
        

      

    



    EXHIBIT
      D

     

    FORM
      OF
      TRANSFEREE CERTIFICATE

     

    [Date]

     

    UPFC
      Auto
      Receivables Trust 2007-B,

    as
      Trust

    c/o
      Wells
      Fargo Delaware Trust Company

    as
      Certificate Registrar

    Corporate
      Trust Services

    919
      North
      Market Street, Suite 700

    Wilmington,
      Delaware 19801

    


     

    Ladies
      and Gentlemen:

     

    In
      connection with our proposed purchase of the 100% Asset Backed Certificates
      (the
“Certificates”) of UPFC Auto Receivables Trust 2007-B (the “Trust”), a Delaware
      statutory trust formed by UPFC Auto Financing Corporation (the “Depositor” or
“Seller”), we confirm that:

     

    (a) We
      are a
“qualified institutional buyer” as defined in Rule 144A (“QIB”) and are
      acquiring the Certificate for its own institutional account (and not for the
      account of others) or as a fiduciary or agent for others (which others also
      are
      QIBs);

     

    (b) We
      acknowledge that the Certificates have not been and will not be registered
      under
      the Securities Act or the securities laws of any jurisdiction;

     

    (c) We
      are
      familiar with Rule 144A and are aware that the sale is being made in reliance
      on
      Rule 144A and we are not acquiring the Certificates with a view to, or for
      resale in connection with, a distribution that would constitute a public
      offering within the meaning of the Securities Act or a violation of the
      Securities Act, and that, if in the future we decide to resell, assign, pledge
      or otherwise transfer any Certificates, such Certificates may be resold,
      assigned, pledged or transferred only (i) to the Depositor or any Affiliate
      thereof, (ii) so long as such Certificate is eligible for resale pursuant to
      Rule 144A, to a person whom we reasonably believe after due inquiry is a QIB
      acting for its own account (and not for the account of others) or as a fiduciary
      or agent for others (which others also are QIBs) to whom notice is given that
      the resale, pledge, assignment or transfer is being made in reliance on Rule
      144A, (iii) pursuant to an effective registration statement under the Securities
      Act or (iv) in a sale, pledge or other transfer made in a transaction otherwise
      exempt from the registration requirements of the Securities Act, in which case
      (A) the Owner Trustee will require that both the prospective transferor and
      the
      prospective transferee certify to the Owner Trustee and the Depositor in writing
      the facts surrounding such transfer, which certification shall be in form and
      substance satisfactory to the Owner Trustee and the Depositor and (B) the Owner
      Trustee will require a written opinion of counsel (which will not be at the
      expense of the Depositor or the Owner Trustee) satisfactory to the Depositor
      and
      the Owner Trustee to the effect that such transfer will not violate the
      Securities Act, in each case in accordance with any applicable securities or
      “Blue Sky” laws of any state of the United States;

     

    
      
        
        

      

      
        D-1

        
          

        

      

      
        
        

      

    

     

    (d) No
      Certificate may be acquired by or for the account of an employee benefit plan
      or
      other retirement arrangement subject to Section 406 of the Employee Retirement
      Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Code or
      any substantially similar applicable law (“Similar Law”) or an entity whose
      underlying assets are deemed to be assets of a plan described above by reason
      of
      such plan’s investment in the entity (each, a “Benefit Plan”). Each Person who
      acquires any Certificate or interest therein will certify that the foregoing
      conditions are satisfied;

     

    (e) We
      are
      aware that we (or any account for which we are purchasing) may be required
      to
      bear the economic risk of an investment in the Certificates for an indefinite
      period, and we (or such account) are able to bear such risk for an indefinite
      period;

     

    (f) We
      understand that the Certificates will bear legends substantially as set forth
      in
      Section 3.12 of the Trust Agreement;

     

    (g) If
      we are
      acquiring any Certificates for the account of one or more qualified
      institutional buyers, we represent that we have sole investment discretion
      with
      respect to each such account and that we have full power to make the foregoing
      acknowledgments, representations and agreements on behalf of each such
      account;

     

    (h) We
      acknowledge that the Owner Trustee, the Depositor, and their Affiliates, and
      others will rely upon the truth and accuracy of the foregoing acknowledgments,
      representations and agreements; and

     

    (i) We
      acknowledge that we have been notified of the transfer restrictions and related
      provisions applicable to the Certificates set forth in the Trust Agreement
      and
      agree to be bound by such restrictions and provisions.

     

    You
      are
      entitled to rely upon this letter and are irrevocably authorized to produce
      this
      letter or a copy hereof to any interested party in any administrative or legal
      proceedings or official inquiry with respect to the matters covered
      hereby.

     

    
      	 	
              Very
                truly yours, 

            
	 	 
	 	 
	 	
              By:  

              
                

              

              Name:
                

              Title:
                

            


    

     

    
      
        
        

      

      
        D-2