(EXECUTION
        VERSION)



    
      

      

    

     

    UPFC
      AUTO
      RECEIVABLES TRUST 2007-B

     

    Class
      A-1
      4.98685% Asset Backed Notes

    Class
      A-2
      5.75% Asset Backed Notes

    Class
      A-3
      6.15% Asset Backed Notes

     

      
        

      

    

     

    INDENTURE


     

    Dated
      as
      of November 1, 2007


     

    
      
        

      

    

     

    DEUTSCHE
      BANK TRUST COMPANY AMERICAS

    Trustee
      and Trust Collateral Agent

     

    


    
      

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    TABLE
      OF
      CONTENTS

    

      
        	
                 

              	
                 

              	
                 

              	
                Page 

              
	
                ARTICLE
                  I 

              	
                 

              	
                Definitions
                  and Incorporation by Reference 

              	
                 2

              
	
                SECTION
                  1.1

              	
                 

              	
                Definitions

              	
                2

              
	
                SECTION
                  1.2

              	
                 

              	
                Incorporation
                  by Reference of Trust Indenture Act

              	
                10

              
	
                SECTION
                  1.3

              	
                 

              	
                Rules
                  of Construction

              	
                10

              
	
                 

              	
                 

              	
                 

              	
                 

              
	
                ARTICLE
                  II 

              	
                 

              	
                The
                  Notes 

              	
                 11

              
	
                SECTION
                  2.1

              	
                 

              	
                Form

              	
                11

              
	
                SECTION
                  2.2

              	
                 

              	
                Execution,
                  Authentication and Delivery

              	
                11

              
	
                SECTION
                  2.3

              	
                 

              	
                Temporary
                  Notes

              	
                12

              
	
                SECTION
                  2.4

              	
                 

              	
                Registration;
                  Registration of Transfer and Exchange

              	
                12

              
	
                SECTION
                  2.5

              	
                 

              	
                Mutilated,
                  Destroyed, Lost or Stolen Notes

              	
                14

              
	
                SECTION
                  2.6

              	
                 

              	
                Persons
                  Deemed Owner

              	
                14

              
	
                SECTION
                  2.7

              	
                 

              	
                Payment
                  of Principal and Interest; Defaulted Interest.

              	
                15

              
	
                SECTION
                  2.8

              	
                 

              	
                Cancellation

              	
                16

              
	
                SECTION
                  2.9

              	
                 

              	
                Release
                  of Collateral

              	
                16

              
	
                SECTION
                  2.10

              	
                 

              	
                Book-Entry
                  Notes

              	
                16

              
	
                SECTION
                  2.11

              	
                 

              	
                Notices
                  to Clearing Agency

              	
                17

              
	
                SECTION
                  2.12

              	
                 

              	
                Definitive
                  Notes

              	
                17

              
	
                 

              	
                 

              	
                 

              	
                 

              
	
                ARTICLE
                  III 

              	
                 

              	
                Covenants 

              	
                 18

              
	
                SECTION
                  3.1

              	
                 

              	
                Payment
                  of Principal and Interest

              	
                18

              
	
                SECTION
                  3.2

              	
                 

              	
                Maintenance
                  of Office or Agency

              	
                18

              
	
                SECTION
                  3.3

              	
                 

              	
                Money
                  for Payments to be Held in Trust

              	
                18

              
	
                SECTION
                  3.4

              	
                 

              	
                Existence

              	
                20

              
	
                SECTION
                  3.5

              	
                 

              	
                Protection
                  of Trust Estate

              	
                20

              
	
                SECTION
                  3.6

              	
                 

              	
                Opinions
                  as to Trust Estate

              	
                21

              
	
                SECTION
                  3.7

              	
                 

              	
                Performance
                  of Obligations; Servicing of Receivables

              	
                21

              
	
                SECTION
                  3.8

              	
                 

              	
                Negative
                  Covenants

              	
                22

              
	
                SECTION
                  3.9

              	
                 

              	
                Annual
                  Statement as to Compliance

              	
                23

              
	
                SECTION
                  3.10

              	
                 

              	
                Trust
                  May Consolidate, Etc. Only on Certain Terms

              	
                23

              
	
                SECTION
                  3.11

              	
                 

              	
                Successor
                  or Transferee

              	
                25

              
	
                SECTION
                  3.12

              	
                 

              	
                No
                  Other Business

              	
                26

              
	
                SECTION
                  3.13

              	
                 

              	
                No
                  Borrowing

              	
                26

              
	
                SECTION
                  3.14

              	
                 

              	
                Servicer’s
                  Obligations

              	
                26

              
	
                SECTION
                  3.15

              	
                 

              	
                Guarantees,
                  Loans, Advances and Other Liabilities

              	
                26

              
	
                SECTION
                  3.16

              	
                 

              	
                Capital
                  Expenditures

              	
                26

              
	
                SECTION
                  3.17

              	
                 

              	
                Compliance
                  with Laws

              	
                26

              
	
                SECTION
                  3.18

              	
                 

              	
                Restricted
                  Payments

              	
                27

              
	
                SECTION
                  3.19

              	
                 

              	
                Notice
                  of Events of Default

              	
                27

              
	
                SECTION
                  3.20

              	
                 

              	
                Further
                  Instruments and Acts

              	
                27

              
	
                SECTION
                  3.21

              	
                 

              	
                Amendments
                  of Sale and Servicing Agreement and Trust Agreement

              	
                27

              
	
                SECTION
                  3.22

              	
                 

              	
                Income
                  Tax Characterization

              	
                27

              
	
                 

              	
                 

              	
                 

              	
                 

              
	
                ARTICLE
                  IV 

              	
                 

              	
                Satisfaction
                  and Discharge 

              	
                 27

              


      

       

      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      

       

      
        	
                SECTION
                  4.1

              	
                 

              	
                Satisfaction
                  and Discharge of Indenture

              	
                27

              
	
                SECTION
                  4.2

              	
                 

              	
                Application
                  of Trust Money

              	
                29

              
	
                SECTION
                  4.3

              	
                 

              	
                Repayment
                  of Moneys Held by Note Paying Agent

              	
                29

              
	
                 

              	
                 

              	
                 

              	
                 

              
	
                ARTICLE
                  V 

              	
                 

              	
                Remedies 

              	
                 29

              
	
                SECTION
                  5.1

              	
                 

              	
                Events
                  of Default

              	
                29

              
	
                SECTION
                  5.2

              	
                 

              	
                Rights
                  Upon Event of Default

              	
                31

              
	
                SECTION
                  5.3

              	
                 

              	
                Collection
                  of Indebtedness and Suits for Enforcement by Trustee

              	
                32

              
	
                SECTION
                  5.4

              	
                 

              	
                Remedies.

              	
                34

              
	
                SECTION
                  5.5

              	
                 

              	
                Optional
                  Preservation of the Receivables

              	
                35

              
	
                SECTION
                  5.6

              	
                 

              	
                Priorities.

              	
                36

              
	
                SECTION
                  5.7

              	
                 

              	
                Limitation
                  of Suits

              	
                37

              
	
                SECTION
                  5.8

              	
                 

              	
                Unconditional
                  Rights of Noteholders To Receive Principal and Interest

              	
                37

              
	
                SECTION
                  5.9

              	
                 

              	
                Restoration
                  of Rights and Remedies

              	
                37

              
	
                SECTION
                  5.10

              	
                 

              	
                Rights
                  and Remedies Cumulative

              	
                37

              
	
                SECTION
                  5.11

              	
                 

              	
                Delay
                  or Omission Not a Waiver

              	
                38

              
	
                SECTION
                  5.12

              	
                 

              	
                Control
                  by Noteholders

              	
                38

              
	
                SECTION
                  5.13

              	
                 

              	
                Waiver
                  of Past Defaults

              	
                38

              
	
                SECTION
                  5.14

              	
                 

              	
                Undertaking
                  for Costs

              	
                39

              
	
                SECTION
                  5.15

              	
                 

              	
                Waiver
                  of Stay or Extension Laws

              	
                39

              
	
                SECTION
                  5.16

              	
                 

              	
                Action
                  on Notes

              	
                39

              
	
                SECTION
                  5.17

              	
                 

              	
                Performance
                  and Enforcement of Certain Obligations

              	
                39

              
	
                 

              	
                 

              	
                 

              	
                 

              
	
                ARTICLE
                  VI 

              	
                 

              	
                The
                  Trustee and the Trust Collateral Agent 

              	
                 40

              
	
                SECTION
                  6.1

              	
                 

              	
                Duties
                  of Trustee

              	
                40

              
	
                SECTION
                  6.2

              	
                 

              	
                Rights
                  of Trustee

              	
                42

              
	
                SECTION
                  6.3

              	
                 

              	
                Individual
                  Rights of Trustee

              	
                43

              
	
                SECTION
                  6.4

              	
                 

              	
                Trustee’s
                  Disclaimer

              	
                43

              
	
                SECTION
                  6.5

              	
                 

              	
                Notice
                  of Defaults

              	
                43

              
	
                SECTION
                  6.6

              	
                 

              	
                Reports
                  by Trustee to Holders

              	
                43

              
	
                SECTION
                  6.7

              	
                 

              	
                Compensation
                  and Indemnity

              	
                43

              
	
                SECTION
                  6.8

              	
                 

              	
                Replacement
                  of Trustee

              	
                45

              
	
                SECTION
                  6.9

              	
                 

              	
                Successor
                  Trustee by Merger

              	
                46

              
	
                SECTION
                  6.10

              	
                 

              	
                Appointment
                  of Co-Trustee or Separate Trustee.

              	
                46

              
	
                SECTION
                  6.11

              	
                 

              	
                Eligibility:
                  Disqualification

              	
                48

              
	
                SECTION
                  6.12

              	
                 

              	
                Preferential
                  Collection of Claims Against Trust

              	
                48

              
	
                SECTION
                  6.13

              	
                 

              	
                Appointment
                  and Powers

              	
                48

              
	
                SECTION
                  6.14

              	
                 

              	
                Performance
                  of Duties

              	
                48

              
	
                SECTION
                  6.15

              	
                 

              	
                Limitation
                  on Liability

              	
                49

              
	
                SECTION
                  6.16

              	
                 

              	
                Reliance
                  Upon Documents

              	
                49

              
	
                SECTION
                  6.17

              	
                 

              	
                Successor
                  Trust Collateral Agent.

              	
                49

              
	
                SECTION
                  6.18

              	
                 

              	
                Compensation

              	
                51

              
	
                SECTION
                  6.19

              	
                 

              	
                Representations
                  and Warranties of the Trust Collateral Agent and the Trust

              	
                51

              
	
                SECTION
                  6.20

              	
                 

              	
                Waiver
                  of Setoffs

              	
                51

              
	
                SECTION
                  6.21

              	
                 

              	
                Control
                  by the Controlling Party

              	
                52

              
	
                 

              	
                 

              	
                 

              	
                 

              
	
                ARTICLE
                  VII 

              	
                 

              	
                Noteholders’
                  Lists and Reports 

              	
                 52

              


      

       

      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      

      
        	
                SECTION
                  7.1

              	
                 

              	
                Trust
                  To Furnish To Trustee Names and Addresses of Noteholders

              	
                52

              
	
                SECTION
                  7.2

              	
                 

              	
                Preservation
                  of Information; Communications to Noteholders

              	
                52

              
	
                SECTION
                  7.3

              	
                 

              	
                Reports
                  by Trust.

              	
                52

              
	
                SECTION
                  7.4

              	
                 

              	
                Reports
                  by Trustee

              	
                53

              


      

      
        	 	 	 	 
	
                 ARTICLE
                  VIII 

              	
                 

              	
                Accounts,
                  Disbursements and Releases 

              	
                 53

              
	
                SECTION
                  8.1

              	
                 

              	
                Collection
                  of Money

              	
                53

              
	
                SECTION
                  8.2

              	
                 

              	
                Release
                  of Trust Estate

              	
                53

              
	
                SECTION
                  8.3

              	
                 

              	
                Opinion
                  of Counse

              	
                54

              
	
                 

              	
                 

              	
                 

              	
                 

              
	
                ARTICLE
                  IX 

              	
                 

              	
                Supplemental
                  Indentures 

              	
                 54

              
	
                SECTION
                  9.1

              	
                 

              	
                Supplemental
                  Indentures Without Consent of Noteholders

              	
                54

              
	
                SECTION
                  9.2

              	
                 

              	
                Supplemental
                  Indentures with Consent of Noteholders

              	
                56

              
	
                SECTION
                  9.3

              	
                 

              	
                Execution
                  of Supplemental Indentures

              	
                57

              
	
                SECTION
                  9.4

              	
                 

              	
                Effect
                  of Supplemental Indenture

              	
                57

              
	
                SECTION
                  9.5

              	
                 

              	
                Conformity
                  With Trust Indenture Act

              	
                58

              
	
                SECTION
                  9.6

              	
                 

              	
                Reference
                  in Notes to Supplemental Indentures

              	
                58

              
	
                 

              	
                 

              	
                 

              	
                 

              
	
                ARTICLE
                  X 

              	
                 

              	
                Redemption
                  of Notes 

              	
                 58

              
	
                SECTION
                  10.1

              	
                 

              	
                Redemption

              	
                58

              
	
                SECTION
                  10.2

              	
                 

              	
                Form
                  of Redemption

              	
                59

              
	
                SECTION
                  10.3

              	
                 

              	
                Notes
                  Payable on Redemption Date

              	
                59

              
	
                 

              	
                 

              	
                 

              	
                 

              
	
                ARTICLE
                  XI 

              	
                 

              	
                Miscellaneous 

              	
                59

              
	
                SECTION
                  11.1

              	
                 

              	
                Compliance
                  Certificates and Opinions, etc

              	
                59

              
	
                SECTION
                  11.2

              	
                 

              	
                Form
                  of Documents Delivered to Trustee

              	
                61

              
	
                SECTION
                  11.3

              	
                 

              	
                Acts
                  of Noteholders

              	
                62

              
	
                SECTION
                  11.4

              	
                 

              	
                Notices,
                  etc., to Trustee, Trust and Rating Agencies

              	
                62

              
	
                SECTION
                  11.5

              	
                 

              	
                Notices
                  to Noteholders; Waiver

              	
                63

              
	
                SECTION
                  11.7

              	
                 

              	
                Conflict
                  with Trust Indenture Act

              	
                64

              
	
                SECTION
                  11.8

              	
                 

              	
                Effect
                  of Headings and Table of Contents

              	
                64

              
	
                SECTION
                  11.9

              	
                 

              	
                Successors
                  and Assigns

              	
                64

              
	
                SECTION
                  11.10

              	
                 

              	
                Separability

              	
                64

              
	
                SECTION
                  11.11

              	
                 

              	
                Benefits
                  of Indenture

              	
                64

              
	
                SECTION
                  11.12

              	
                 

              	
                Legal
                  Holidays

              	
                65

              
	
                SECTION
                  11.13

              	
                 

              	
                GOVERNING
                  LAW

              	
                65

              
	
                SECTION
                  11.14

              	
                 

              	
                Counterparts

              	
                65

              
	
                SECTION
                  11.15

              	
                 

              	
                Recording
                  of Indenture

              	
                65

              
	
                SECTION
                  11.16

              	
                 

              	
                Trust
                  Obligation

              	
                65

              
	
                SECTION
                  11.17

              	
                 

              	
                No
                  Petition

              	
                66

              
	
                SECTION
                  11.18

              	
                 

              	
                Inspection

              	
                66

              
	
                SECTION
                  11.19

              	
                 

              	
                Intent
                  of the Parties; Reasonableness

              	
                67

              


      

    

     

    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    


    EXHIBITS

    EXHIBIT
      A-1  Form
      of
      Class A-1 Note

    EXHIBIT
      A-2  Form
      of
      Class A-2 Notes

    EXHIBIT
      A-3  Form
      of
      Class A-3 Note

    


    SCHEDULES

    SCHEDULE
      A  Representations
      and Warranties of the Trust

    SCHEDULE
      B  Servicing
      Criteria To Be Addressed In Assessment Of Compliance

    


    
      
        
        

      

      
        iv

        
          

        

      

      
        
        

      

    

     

    
      (EXECUTION
        VERSION)

       

    

    INDENTURE
      dated as of November 1, 2007, between UPFC AUTO RECEIVABLES TRUST 2007-B, a
      Delaware statutory trust (the “Trust”),
      and
      DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as trustee
      (the “Trustee”)
      and
      Trust Collateral Agent (as defined below).

     

    Each
      party agrees as follows for the benefit of the other party and for the equal
      and
      ratable benefit of the Holders of the Trust’s Class A-1 4.98685% Asset Backed
      Notes (the “Class
      A-1 Notes”),
      the
      Class A-2 5.75% Asset Backed Notes (the “Class
      A-2 Notes”)
      and
      the 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”).

     

    As
      security for the payment and performance by the Trust of its obligations under
      this Indenture and the Notes, the Trust has agreed to assign the Collateral
      (as
      defined below) as collateral to the Trust Collateral Agent for the benefit
      of
      the Trustee on behalf of the Noteholders and the Security Insurer.

     

    Ambac
      Assurance Corporation (the “Security
      Insurer”)
      has
      issued and delivered a note guaranty insurance policy, dated the Closing Date
      (the “Note
      Policy”),
      pursuant to which the Security Insurer guarantees Insured Payments, as defined
      in the Note Policy.

     

    As
      an
      inducement to the Security Insurer to issue and deliver the Note Policy, the
      Trust and the Security Insurer have executed and delivered the Insurance
      Agreement, dated as of November 14, 2007 (as
      amended from time to time, the “Insurance
      Agreement”),
      among
      the Security Insurer, the Trust, the Trustee, the Trust Collateral Agent, the
      Backup Servicer, the Servicer and UPFC Auto Financing Corporation.

     

    As
      an
      additional inducement to the Security Insurer to issue the Note Policy, and
      as
      security for the performance by the Trust of the Insurer Trust Secured
      Obligations and as security for the performance by the Trust of the Trustee
      Trust Secured Obligations, the Trust has agreed to assign the Collateral (as
      defined below) as collateral to the Trust Collateral Agent for the benefit
      of
      the Trust Secured Parties, as their respective interests may
      appear.


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    


    GRANTING
      CLAUSE

     

    The
      Trust
      hereby Grants to the Trust Collateral Agent at the Closing Date, for the benefit
      of the Trust Secured Parties, all of the Trust’s right, title and interest in
      and to (a) the Receivables and all moneys received thereon after the Cutoff
      Date; (b) an assignment of the security interests in the Financed Vehicles
      granted by Obligors pursuant to the Receivables and any other interest of the
      Trust in the Financed Vehicles; (c) an assignment of all rights to proceeds
      from
      liquidating the Receivables, (d) any proceeds with respect to the Receivables
      repurchased by a Dealer, pursuant to a Dealer Agreement, as a result of a breach
      of representation or warranty in the related Dealer Agreement; (e) all rights
      under any Service Contracts on the related Financed Vehicles; (f) any proceeds
      with respect to the Receivables from claims on any physical damage, credit
      life
      or disability insurance policies covering Financed Vehicles or Obligors; (g)
      the
      Trust Accounts and the Trust’s rights under the Spread Account and all funds on
      deposit from time to time in the Trust Accounts, and in all investments and
      proceeds thereof and all rights of the Trust therein (including all income
      thereon); (h) the Trust’s rights and benefits, but none of its obligations or
      burdens, under the Sale Agreement, including the delivery requirements,
      representations and warranties and the cure and repurchase obligations of United
      Auto Credit Corporation under the Sale Agreement; (i) all items contained in
      the
      Receivable Files and any and all other documents that United Auto Credit
      Corporation, as Servicer keeps on file in accordance with its customary
      procedures relating to the Receivables, the Obligors or the Financed Vehicles,
      (j) the Trust’s rights and benefits, but none of its obligations or burdens,
      under the Sale and Servicing Agreement (including all rights of the Seller
      under
      the Sale Agreement); and (k) all of the Trust’s (i) Accounts, (ii) Chattel
      Paper, (iii) Documents, (iv) Instruments and (v) General Intangibles (as such
      terms are defined in the UCC) relating to the property described in (a) through
      (k); and (l) all present and future claims, demands, causes and choses of action
      in respect of any or all of the foregoing and all payments on or under and
      all
      proceeds of every kind and nature whatsoever in respect of any or all of the
      foregoing, including all proceeds of the conversion, voluntary or involuntary,
      into cash or other liquid property, all cash proceeds, accounts, accounts
      receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts,
      insurance proceeds, condemnation awards, rights to payment of any and every
      kind
      and other forms of obligations and receivables, instruments and other property
      which at any time constitute all or part of or are included in the proceeds
      of
      any of the foregoing (collectively, the “Collateral”).

     

    The
      foregoing Grant is made in trust to the Trust Collateral Agent, for the benefit
      of the Trustee on behalf of the Noteholders and for the benefit of the Security
      Insurer. The Trust Collateral Agent hereby acknowledges such Grant, accepts
      the
      trusts under this Indenture in accordance with the provisions of this Indenture
      and agrees to perform its duties required in this Indenture to the end that
      the
      interests of such parties, recognizing the priorities of their respective
      interests may be adequately and effectively protected.

     

    ARTICLE
      I


     

    Definitions
      and Incorporation by Reference

     

    SECTION
      1.1  Definitions.
      Except
      as otherwise specified herein, the following terms have the respective meanings
      set forth below for all purposes of this Indenture.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    “Act”
has
      the
      meaning specified in SECTION
      11.3(a).

     

    “Affiliate”
means,
      with respect to any specified Person, any other Person controlling or controlled
      by or under common control with such specified Person. For the purposes of
      this
      definition, “control” when used with respect to any specified Person means the
      power to direct the management and policies of such Person, directly or
      indirectly, whether through the ownership of voting securities, by contract
      or
      otherwise; and the terms “controlling” and “controlled” have meanings
      correlative to the foregoing. A Person shall not be deemed to be an Affiliate
      of
      any person solely because such other Person has the contractual right or
      obligation to manage such Person unless such other Person controls such Person
      through equity ownership or otherwise.

     

    “Authorized
      Officer”
means,
      with respect to the Trust and the Servicer, any officer or agent acting pursuant
      to a power of attorney of the Owner Trustee or the Servicer, as applicable,
      who
      is authorized to act for the Owner Trustee or the Servicer, as applicable,
      in
      matters relating to the Trust and who is identified on the list of Authorized
      Officers delivered by the Servicer to the Trustee on the Closing Date (as such
      list may be modified or supplemented from time to time thereafter) and shall
      include, with respect to the Trust, any person appointed as attorney-in-fact
      to
      act on behalf of the Trust (including the Servicer and its officers pursuant
      to
      Section 10.11 of the Amended and Restated Trust Agreement).

     

    “Basic
      Documents”
has
      the
      meaning specified in the Sale and Servicing Agreement.

     

    “Book
      Entry Notes”
means
      a
      beneficial interest in the Notes, ownership and transfers of which shall be
      made
      through book entries by a Clearing Agency as described in SECTION
      2.10.

     

    “Business
      Day”
means
      any day other than a Saturday, a Sunday, a legal holiday or other day on which
      commercial banking institutions located in Wilmington, Delaware, Irvine,
      California, Hurst, Texas, New York City, New York or any other location of
      any
      successor Servicer successor, Owner Trustee or successor Trust Collateral Agent
      are authorized or obligated by law, executive order or governmental decree
      to be
      closed.

     

    “Certificate”
means
      a
      trust certificate evidencing the beneficial interest of a Certificateholder
      in
      the Trust.

     

    “Certificateholder”
means
      the Person in whose name a Certificate is registered on the Certificate
      Register.

     

    “Certificate
      of Trust”
means
      the certificate of trust of the Trust substantially in the form of Exhibit
      B to
      the Trust Agreement.

     

    “Class
      A-1 Interest Rate”
means
      4.98685% per annum (computed on the basis of a 360-day year and the actual
      number of days in the related Interest Period).

    
       

      “Class
        A-1 Notes”
means
        the Class A-1 4.98685% Asset Backed Notes, substantially in the form of Exhibit
        A-1.

       

    

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    “Class
      A-2 Interest Rate”
means
      5.75% per annum (computed on the basis of a 360-day year consisting of twelve
      30-day months).

     

    “Class
      A-2 Notes”
means
      the Class A-2 5.75% Asset Backed Notes, substantially in the form of Exhibit
      A-2.

     

    “Class
      A-3 Interest Rate”
means
      6.15% per annum (computed on the basis of a 360-day year consisting of twelve
      30-day months).

     

    “Class
      A-3 Notes”
means
      the Class A-3 6.15% Asset Backed Notes, substantially in the form of Exhibit
      A-3.

     

    “Clearing
      Agency”
means
      an organization registered as a “clearing agency” pursuant to Section 17A of the
      Exchange Act.

     

    “Clearing
      Agency Participant”
means
      a
      broker, dealer, bank, other financial institution or other Person for whom
      from
      time to time a Clearing Agency effects book-entry transfers and pledges of
      securities deposited with the Clearing Agency.

     

    “Closing
      Date”
means
      November 8, 2007.

     

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

     

    “Collateral”
has
      the
      meaning specified in the Granting Clause of this Indenture.

     

    “Controlling
      Party”
means
      the Security Insurer, so long as no Insurer Default shall have occurred and
      be
      continuing, and the Trustee, for so long as an Insurer Default shall have
      occurred and be continuing.

     

    “Corporate
      Trust Office”
means
      the principal office of the Trustee at which at any particular time its
      corporate trust business shall be administered which office at date of the
      execution of this Indenture is located at 60 Wall Street, 26th
      Floor,
      New York, New York 10005, Attention: Corporate Trust Office, or at such other
      address as the Trustee may designate from time to time by notice to the
      Noteholders, the Security Insurer, the Servicer and the Trust, or the principal
      corporate trust office of any successor Trustee (the address of which the
      successor Trustee will notify the Noteholders and the Trust).

     

    “Default”
means
      any occurrence that is, or with notice or the lapse of time or both would
      become, an Event of Default.

     

    “Definitive
      Notes”
has
      the
      meaning specified in SECTION
      2.10.

     

    “Department
      of Labor Prohibited Transaction Class Exemption”
means
      Prohibited Transaction Class Exemption (“PTCE”) 84-14, PTCE 90-1, PTCE 91-38,
      PTCE 95-60, PTCE 96-23 or a similar exemption.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    “Distribution
      Amount”
means
      the sum of (a) Available Funds and (b) Additional Funds Available.

     

    “Distribution
      Date”
has
      the
      meaning specified in the Sale and Servicing Agreement.

     

    “ERISA”
has
      the
      meaning specified in SECTION
      2.4.

     

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

     

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

     

    “Executive
      Officer”
means,
      with respect to any corporation, the Chief Executive Officer, Chief Operating
      Officer, Chief Financial Officer, President, any Executive Vice President,
      any
      Senior Vice President, any Vice President, the Secretary or the Treasurer of
      such corporation; and with respect to any partnership, any general partner
      thereof.

     

    “Grant”
means
      mortgage, pledge, bargain, warrant, alienate, remise, release, convey, assign,
      transfer, create, grant a lien upon and a security interest in and right of
      set-off against, deposit, set over and confirm pursuant to this Indenture.
      A
      Grant of the Collateral or of any other agreement or instrument shall include
      all rights, powers and options (but none of the obligations) of the Granting
      party thereunder, including the immediate and continuing right to claim for,
      collect, receive and give receipt for principal and interest payments in respect
      of the Collateral and all other moneys payable thereunder, to give and receive
      notices and other communications, to make waivers or other agreements, to
      exercise all rights and options, to bring proceedings in the name of the
      Granting party or otherwise and generally to do and receive anything that the
      Granting party is or may be entitled to do or receive thereunder or with respect
      thereto.

     

    “Holder”
or
      “Noteholder”
means
      the Person in whose name a Note is registered on the Note Register.

     

    “Indebtedness”
means,
      with respect to any Person at any time, (a) indebtedness or liability of such
      Person for borrowed money whether or not evidenced by bonds, debentures, notes
      or other instruments, or for the deferred purchase price of property or services
      (including trade obligations); (b) obligations of such Person as lessee under
      leases which should have been or should be, in accordance with generally
      accepted accounting principles, recorded as capital leases; (c) current
      liabilities of such Person in respect of unfunded vested benefits under plans
      covered by Title IV of ERISA; (d) obligations issued for or liabilities incurred
      on the account of such Person; (e) obligations or liabilities of such Person
      arising under acceptance facilities; (f) obligations of such Person under any
      guarantees, endorsements (other than for collection or deposit in the ordinary
      course of business) and other contingent obligations to purchase, to provide
      funds for payment, to supply funds to invest in any Person or otherwise to
      assure a creditor against loss; (g) obligations of such Person secured by any
      lien on property or assets of such Person, whether or not the obligations have
      been assumed by such Person; or (h) obligations of such Person under any
      interest rate or currency exchange agreement.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    “Indenture”
means
      this Indenture as amended and supplemented from time to time.

     

    “Independent”
means,
      when used with respect to any specified Person, that the person (a) is in fact
      independent of the Trust, any other obligor upon the Notes, the Seller and
      any
      Affiliate of any of the foregoing persons, (b) does not have any direct
      financial interest or any material indirect financial interest in the Trust,
      any
      such other obligor, the Seller or any Affiliate of any of the foregoing Persons
      and (c) is not connected with the Trust, any such other obligor, the Seller
      or
      any Affiliate of any of the foregoing Persons as an officer, employee, promoter,
      underwriter, trustee, partner, director or Person performing similar
      functions.

     

    “Independent
      Certificate”
means
      a
      certificate or opinion to be delivered to the Trust Collateral Agent under
      the
      circumstances described in, and otherwise complying with, the applicable
      requirements of SECTION
      11.1,
      prepared by an Independent appraiser or other expert appointed by an Trust
      Order
      and approved by the Trust Collateral Agent in the exercise of reasonable care,
      and such opinion or certificate shall state that the signer has read the
      definition of “Independent” in this Indenture and that the signer is Independent
      within the meaning thereof.

     

    “Insured
      Payments”
has
      the
      meaning specified in the Note Policy.

     

    “Insurer
      Trust Secured Obligations”
means
      all amounts and obligations which the Trust may at any time owe to or on behalf
      of the Security Insurer under this Indenture, the Insurance Agreement, the
      Note
      Policy or any other Basic Document.

     

    “Interest
      Rate”
means,
      with respect to the (i) Class A-1 Notes, the Class A-1 Interest Rate, (ii)
      Class
      A-2 Notes, the Class A-2 Interest Rate and (iii) Class A-3 Notes, the Class
      A-3
      Interest Rate.

     

    “Note”
means
      a
      Class A-1 Note, a Class A-2 Note or a Class A-3 Note.

     

    “Note
      Owner”
means,
      with respect to a Book-Entry Note, the person who is the owner of such
      Book-Entry Note, as reflected on the books of the Clearing Agency, or on the
      books of a Person maintaining an account with such Clearing Agency (directly
      as
      a Clearing Agency Participant or as an indirect participant, in each case in
      accordance with the rules of such Clearing Agency).

     

    “Note
      Paying Agent”
means
      the Trustee or any other Person that meets the eligibility standards for the
      Trustee specified in SECTION
      6.11
      and is
      authorized by the Trust to make the payments to and distributions from the
      Collection Account and the Note Distribution Account, including payment of
      principal of or interest on the Notes on behalf of the Trust.

     

    “Note
      Policy”
means
      the insurance policy issued by the Security Insurer with respect to the Notes,
      including any endorsements thereto.

     

    “Note
      Register”
and
      “Note
      Registrar”
have
      the respective meanings specified in SECTION
      2.4.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    “Notice
      of Claim”
has
      the
      meaning specified in the Sale and Servicing Agreement.

     

    “Officer’s
      Certificate”
means
      a
      certificate signed by any Authorized Officer of the Trust (including the
      Servicer pursuant to Section 10.11 of the Amended and Restated Trust Agreement),
      under the circumstances described in, and otherwise complying with, the
      applicable requirements of SECTION
      11.1
      and TIA
§ 314, and delivered to the Trustee. Unless otherwise specified, any
      reference in this Indenture to an Officer’s Certificate shall be to an Officer’s
      Certificate of any Authorized Officer of the Trust.

     

    “Opinion
      of Counsel”
means
      one or more written opinions of counsel who may, except as otherwise expressly
      provided in this Indenture, be employees of or counsel to the Trust and who
      shall be satisfactory to the Trustee and, if addressed to the Security Insurer,
      satisfactory to the Security Insurer, and which shall comply with any applicable
      requirements of SECTION
      11.1,
      and
      shall be in form and substance satisfactory to the Trustee, and if addressed
      to
      the Security Insurer, satisfactory to the Security Insurer.

     

    “Outstanding”
means,
      as of the date of determination, all Notes theretofore authenticated and
      delivered under this Indenture except:

     

    (i)  Notes
      theretofore canceled by the Note Registrar or delivered to the Note Registrar
      for cancellation;

     

    (ii)  Notes
      or
      portions thereof the payment for which money in the necessary amount has been
      theretofore deposited with the Trustee or any Note Paying Agent in trust for
      the
      Noteholders (provided,
      however,
      that if
      such Notes are to be redeemed, notice of such redemption has been duly given
      pursuant to this Indenture or provision therefor, satisfactory to the Trustee);
      and

     

    (iii)  Notes
      in
      exchange for or in lieu of other Notes which have been authenticated and
      delivered pursuant to this Indenture unless proof satisfactory to the Trustee
      is
      presented that any such Notes are held by a bona fide purchaser;

     

    provided,
      however,
      that
      Notes which have been paid with proceeds of the Note Policy shall continue
      to
      remain Outstanding for purposes of this Indenture until the Security Insurer
      has
      been paid as subrogee hereunder or reimbursed pursuant to the Insurance
      Agreement as evidenced by a written notice from the Security Insurer delivered
      to the Trustee, and the Security Insurer shall be deemed to be the Holder
      thereof to the extent of any payments thereon made by the Security Insurer;
      provided,
      further,
      that in
      determining whether the Holders of the requisite Outstanding Amount of the
      Notes
      have given any request, demand, authorization, direction, notice, consent or
      waiver hereunder or under any Basic Document, Notes owned by the Trust, any
      other obligor upon the Notes, the Seller or any Affiliate of any of the
      foregoing Persons shall be disregarded and deemed not to be Outstanding, except
      that, in determining whether the Trustee shall be protected in relying upon
      any
      such request, demand, authorization, direction, notice, consent or waiver,
      only
      Notes that a Responsible Officer of the Trustee either actually knows to be
      so
      owned or has received written notice thereof shall be so disregarded. Notes
      so
      owned that have been pledged in good faith may be regarded as Outstanding if
      the
      pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to
      act with respect to such Notes and that the pledgee is not the Trust, any other
      obligor upon the Notes, the Seller or any Affiliate of any of the foregoing
      Persons.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    “Outstanding
      Amount”
means
      the aggregate principal amount of all Notes, or class of Notes, as applicable,
      Outstanding at the date of determination.

     

    “Predecessor
      Note”
means,
      with respect to any particular Note, every previous Note evidencing all or
      a
      portion of the same debt as that evidenced by such particular Note; and, for
      the
      purpose of this definition, any Note authenticated and delivered under
SECTION
      2.5
      in lieu
      of a mutilated, lost, destroyed or stolen Note shall be deemed to evidence
      the
      same debt as the mutilated, lost, destroyed or stolen Note.

     

    “Proceeding”
means
      any suit in equity, action at law or other judicial or administrative
      proceeding.

     

    “Rating
      Agency”
means
      each of Moody’s and Standard & Poor’s, so long as such Persons maintain a
      rating on the Notes; and if any of Moody’s or Standard & Poor’s no longer
      maintains a rating on the Notes, such other nationally recognized statistical
      rating organization designated by the Seller and acceptable to the Security
      Insurer (so long as an Insurer Default shall not have occurred and be
      continuing), notice of which designation shall be given to the Trust Collateral
      Agent, the Security Insurer, the Owner Trustee and the Servicer.

     

    “Rating
      Agency Condition”
means,
      with respect to any action, that each Rating Agency shall have been given 10
      days (or such shorter period as shall be acceptable to each Rating Agency)
      prior
      notice thereof and that each Rating Agency shall have notified the Seller,
      the
      Servicer, the Security Insurer, the Trustee, the Owner Trustee and the Trust
      in
      writing that such action will not result in a reduction or withdrawal of the
      then current rating of any Class of Notes without regard to the Note
      Policy.

     

    “Record
      Date”
means,
      with respect to a Distribution Date or Redemption Date, the close of business
      on
      the Business Day immediately preceding such Distribution Date or Redemption
      Date.

     

    “Redemption
      Date”
means
      in the case of a redemption of the Notes pursuant to SECTION
      10.1(b),
      the
      Distribution Date specified by the Servicer or the Trust pursuant to
SECTION
      10.1(b).

     

    “Redemption
      Price”
means
      in the case of a redemption of the Receivables pursuant to SECTION
      10.1(b),
      an
      amount equal to the unpaid principal amount of the then outstanding principal
      amount of each class of Notes being redeemed plus accrued and unpaid interest
      thereon to but excluding the Redemption Date.

     

    “Regulation
      AB”
means
      Subpart
      229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R.
§§229.1100-229.1123, as such may be amended from time to time, and subject to
      such clarification and interpretation as have been provided by the Commission
      in
      the adopting release (Asset-Backed
      Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan.
      7, 2005)) or by the staff of the Commission, or as may be provided by the
      Commission or its staff from time to time.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    “Responsible
      Officer”
means,
      with respect to the Trustee or the Trust Collateral Agent, any officer within
      the Corporate Trust Office of the Trustee, including any Vice President,
      Assistant Vice President, Assistant Secretary, or any other officer of the
      Trustee or the Trust Collateral Agent customarily performing functions similar
      to those performed by any of the above designated officers 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”
means
      the Sale and Servicing Agreement dated as of November 1, 2007, among the Trust,
      the Seller, the Servicer, Trust Collateral Agent, the Backup Servicer and the
      Designated Backup Subservicer as the same may be amended or supplemented from
      time to time.

     

    “Servicing
      Criteria”
means
      the “servicing criteria” set forth in Item 1122(d) of Regulation AB, as such may
      be amended from time to time.

    


    “Sponsor”
means
      United Auto Credit Corporation, in its capacity as sponsor under the Sale and
      Servicing Agreement, and any Successor Sponsor thereunder.

     

    “State”
means
      any one of the 50 states of the United States of America or the District of
      Columbia.

     

    “Termination
      Date”
means
      the latest of (i) the expiration of the Note Policy and the return of the Note
      Policy to the Security Insurer for cancellation, (ii) the date on which the
      Security Insurer shall have received payment and performance of all Insurer
      Trust Secured Obligations and (iii) the date on which the Trustee shall have
      received payment and performance of all Trustee Trust Secured
      Obligations.

     

    “Trust”
means
      the party named as such in this Indenture until a successor replaces it and,
      thereafter, means the successor and, for purposes of any provision contained
      herein and required by the TIA, each other obligor on the Notes.

     

    “Trust
      Collateral Agent”
means,
      initially, Deutsche Bank Trust Company Americas, in its capacity as collateral
      agent on behalf of the Trust Secured Parties, including its
      successors-in-interest, until and unless a successor Person shall have become
      the Trust Collateral Agent pursuant to SECTION
      6.17
      hereof,
      and thereafter “Trust Collateral Agent” shall mean such successor
      Person.

     

    “Trust
      Estate”
means
      all money, instruments, rights and other property that are subject or intended
      to be subject to the lien and security interest of this Indenture for the
      benefit of the Noteholders (including all property and interests Granted to
      the
      Trust Collateral Agent), including all proceeds thereof.

     

    “Trust
      Indenture Act”
or
      “TIA”
means
      the Trust Indenture Act of 1939, as amended and as in force on the date hereof,
      unless otherwise specifically provided.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    “Trust
      Order”
and
      “Trust
      Request”
means
      a
      written order or request signed in the name of the Trust by any one of its
      Authorized Officers and delivered to the Trustee.

     

    “Trust
      Secured Obligations”
means
      the Insurer Trust Secured Obligations and the Trustee Trust Secured
      Obligations.

     

    “Trust
      Secured Parties”
means
      each of the Trustees in respect of the Trustee Trust Secured Obligations and
      the
      Security Insurer in respect of the Insurer Trust Secured
      Obligations.

     

    “Trustee”
means
      Deutsche Bank Trust Company Americas, a New York banking corporation, not in
      its
      individual capacity but as trustee under this Indenture, or any successor
      trustee under this Indenture.

     

    “Trustee
      Trust Secured Obligations”
means
      all amounts and obligations which the Trust may at any time owe to or on behalf
      of the Trustee for the benefit of the Noteholders under this Indenture, the
      Notes or any Basic Document.

     

    “UCC”
means,
      unless the context otherwise requires, the Uniform Commercial Code, as in effect
      in the relevant jurisdiction, as amended from time to time.

     

    Capitalized
      terms used herein and not otherwise defined herein shall have the meanings
      assigned to them in the Sale and Servicing Agreement or the Trust
      Agreement.

     

    SECTION
      1.2  Incorporation
      by Reference of Trust Indenture Act.
      Whenever this Indenture refers to a provision of the TIA, the provision is
      incorporated by reference in and made a part of this Indenture. The following
      TIA terms used in this Indenture have the following meanings:

     

    “Commission”
      means the Securities and Exchange Commission.

     

    “indenture
      securities” means the Notes.

     

    “indenture
      security holder” means a Noteholder.

     

    “indenture
      to be qualified” means this Indenture.

     

    “indenture
      trustee” or “institutional trustee” means the Trustee.

     

    “obligor”
      on the indenture securities means the Trust.

     

    All
      other
      TIA terms used in this Indenture that are defined by the TIA, defined by TIA
      reference to another statute or defined by Commission rule have the meaning
      assigned to them by such definitions.

     

    SECTION
      1.3  Rules
      of Construction.
      Unless
      the context otherwise requires:

     

    (i)  a
      term
      has the meaning assigned to it;

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    (ii)  an
      accounting term not otherwise defined has the meaning assigned to it in
      accordance with generally accepted accounting principles as in effect from
      time
      to time;

     

    (iii)  “or”
is
      not exclusive;

     

    (iv)  “including”
      means including without limitation; and

     

    (v)  words
      in
      the singular include the plural and words in the plural include the
      singular.

     

    ARTICLE
      II


     

    The
      Notes

     

    SECTION
      2.1  Form.
      The
      Class A-1 Notes, the Class A-2 Notes and the Class A--3 Notes, in each case
      together with the Trustee’s certificate of authentication, shall be in
      substantially the form set forth in Exhibits A-1, A-2 and A-3, respectively,
      with such appropriate insertions, omissions, substitutions and other variations
      as are required or permitted by this Indenture and may have such letters,
      numbers or other marks of identification and such legends or endorsements placed
      thereon as may, consistently herewith, be determined by the officers executing
      such Notes, as evidenced by their execution of the Notes. Any portion of the
      text of any Note may be set forth on the reverse thereof, with an appropriate
      reference thereto on the face of the Note.

     

    The
      Definitive Notes shall be typewritten, printed, lithographed or engraved or
      produced by any combination of these methods (with or without steel engraved
      borders), all as determined by the officers executing such Notes, as evidenced
      by their execution of such Notes.

     

    Each
      Note
      shall be dated the date of its authentication. The terms of the Notes set forth
      in Exhibits A-1, A-2 and A-3 are part of the terms of this
      Indenture.

     

    SECTION
      2.2  Execution,
      Authentication and Delivery.
      The
      Notes shall be executed on behalf of the Trust by an Authorized Officer of
      the
      Owner Trustee. The signature of any such Authorized Officer on the Notes may
      be
      manual or facsimile.

     

    Notes
      bearing the manual or facsimile signature of individuals who were at any time
      Authorized Officer of the Owner Trustee shall bind the Trust, notwithstanding
      that such individuals or any of them have ceased to hold such offices prior
      to
      the authentication and delivery of such Notes or did not hold such offices
      at
      the date of such Notes.

     

    The
      Trustee shall, upon receipt of the Note Policy and Trust Order, authenticate
      and
      deliver Class A-1 Notes for original issue in an aggregate principal amount
      of
      $58,000,000, Class A-2 Notes for original issue in the aggregate principal
      amount of $93,000,000 and Class A-3 Notes for original issue in an aggregate
      principal amount of $99,000,000. The Class A-1 Notes, Class A-2 Notes and Class
      A-3 Notes outstanding at any time may not exceed such amounts except as provided
      in SECTION
      2.5.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    The
      Notes
      shall be issuable as registered Notes in the minimum denomination of $1,000
      and
      in integral multiples thereof (except for one Note of each class which may
      be
      issued in a denomination other than an integral multiple of
      $1,000).

     

    No
      Note
      shall be entitled to any benefit under this Indenture or be valid or obligatory
      for any purpose, unless there appears on such Note a certificate of
      authentication substantially in the form provided for herein executed by the
      Trustee by the manual signature of one of its authorized signatories, and such
      certificate upon any Note shall be conclusive evidence, and the only evidence,
      that such Note has been duly authenticated and delivered hereunder.

     

    SECTION
      2.3  Temporary
      Notes.
      Pending
      the preparation of Definitive Notes, the Trust may execute, and upon receipt
      of
      an Trust Order the Trustee shall authenticate and deliver, temporary Notes
      which
      are printed, lithographed, typewritten, mimeographed or otherwise produced,
      of
      the tenor of the Definitive Notes in lieu of which they are issued and with
      such
      variations not inconsistent with the terms of this Indenture as the officers
      executing such Notes may determine, as evidenced by their execution of such
      Notes.

     

    If
      temporary Notes are issued, the Trust will cause Definitive Notes to be prepared
      without unreasonable delay. After the preparation of Definitive Notes, the
      temporary Notes shall be exchangeable for Definitive Notes upon surrender of
      the
      temporary Notes at the office or agency of the Trust to be maintained as
      provided in SECTION
      3.2,
      without
      charge to the Noteholder. Upon surrender for cancellation of any one or more
      temporary Notes, the Trust shall execute and the Trustee shall authenticate
      and
      deliver in exchange therefor a like principal amount of Definitive Notes of
      authorized denominations. Until so exchanged, the temporary Notes shall in
      all
      respects be entitled to the same benefits under this Indenture as Definitive
      Notes.

     

    SECTION
      2.4  Registration;
      Registration of Transfer and Exchange.
      The
      Trust shall cause to be kept a register (the “Note
      Register”)
      in
      which, subject to such reasonable regulations as it may prescribe, the Trust
      shall provide for the registration of Notes and the registration of transfers
      of
      Notes. The Trustee shall be “Note
      Registrar”
for
      the
      purpose of registering Notes and transfers of Notes as herein provided. Upon
      any
      resignation of any Note Registrar, the Trust shall promptly appoint a successor
      or, if it elects not to make such an appointment, assume the duties of Note
      Registrar.

     

    If
      a
      Person other than the Trustee is appointed by the Trust as Note Registrar,
      the
      Trust will give the Trustee prompt written notice of the appointment of such
      Note Registrar and of the location, and any change in the location, of the
      Note
      Register, and the Trustee shall have the right to inspect the Note Register
      at
      all reasonable times and to obtain copies thereof, and the Trustee shall have
      the right to conclusively rely upon a certificate executed on behalf of the
      Note
      Registrar by an Executive Officer thereof as to the names and addresses of
      the
      Noteholders of the Notes and the principal amounts and number of such
      Notes.

     

    Subject
      to SECTION
      2.10
      and
SECTION
      2.12
      hereof,
      upon surrender for registration of transfer of any Note at the office or agency
      of the Trust to be maintained as provided in SECTION
      3.2,
      if the
      requirements of Section 8-401(1) of the UCC are met the Trust shall execute
      and
      upon its request the Trustee shall authenticate and the Noteholder shall obtain
      from the Trustee, in the name of the designated transferee or transferees,
      one
      or more new Notes, in any authorized denominations, of the same class and a
      like
      aggregate principal amount.

     

    
      
        
        

      

      
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    At
      the
      option of the Noteholder, Notes may be exchanged for other Notes in any
      authorized denominations, of the same class and a like aggregate principal
      amount, upon surrender of the Notes to be exchanged at such office or agency.
      Whenever any Notes are so surrendered for exchange, subject to SECTION
      2.10
      and
SECTION
      2.12
      hereof,
      if the requirements of Section 8-401(1) of the UCC are met the Trust shall
      execute and upon its request the Trustee shall authenticate and the Noteholder
      shall obtain from the Trustee, the Notes which the Noteholder making the
      exchange is entitled to receive.

     

    All
      Notes
      issued upon any registration of transfer or exchange of Notes shall be the
      valid
      obligations of the Trust, evidencing the same debt, and entitled to the same
      benefits under this Indenture, as the Notes surrendered upon such registration
      of transfer or exchange.

     

    Every
      Note presented or surrendered for registration of transfer or exchange shall
      be
      (i) duly endorsed by, or be accompanied by a written instrument of transfer
      in
      the form attached to Exhibits A-1, A-2 and A-3 duly executed by, the Holder
      thereof or such Holder’s attorney duly authorized in writing, with such
      signature guaranteed by an “eligible guarantor institution” meeting the
      requirements of the Note Registrar which requirements include membership or
      participation in Securities Transfer Agents Medallion Program (“STAMP”)
      or
      such other “signature guarantee program” as may be determined by the Note
      Registrar in addition to, or in substitution for, STAMP, all in accordance
      with
      the Exchange Act, and (ii) accompanied by such other documents as the Trustee
      may require.

     

    Notwithstanding
      the foregoing, in the case of any sale or other transfer of a Definitive Note,
      the transferor of such Definitive Note shall be required to represent and
      warrant in writing that the prospective transferee either (a) is not 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”)
      or (b)
      is acquiring the Definitive Note for, or on behalf of, a Benefit Plan and the
      acquisition and holding of the Definitive Note by such prospective transferee
      is
      covered by a Department of Labor Prohibited Transaction Class Exemption and
      will
      not cause a non-exempt violation of any Similar Law. Each transferee of a Book
      Entry Note that is a Benefit Plan shall be deemed to represent that its
      acquisition and holding of the Book Entry Note is covered by a Department of
      Labor Prohibited Transaction Class Exemption and will not cause a non-exempt
      violation of any Similar Law.

     

    No
      service charge shall be made to a Noteholder for any registration of transfer
      or
      exchange of Notes, but the Note Registrar may require payment of a sum
      sufficient to cover any tax or other governmental charge that may be imposed
      in
      connection with any registration of transfer or exchange of Notes, other than
      exchanges pursuant to SECTION
      2.3
      or
SECTION
      9.6
      not
      involving any transfer.

     

    
      
        
        

      

      
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    The
      preceding provisions of this section notwithstanding, the Trust shall not be
      required to make and the Note Registrar shall not register transfers or
      exchanges of Notes selected for redemption or of any Note for a period of 15
      days preceding the due date for any payment with respect to the
      Note.

     

    SECTION
      2.5  Mutilated,
      Destroyed, Lost or Stolen Notes.
      If (i)
      any mutilated Note is surrendered to the Trustee, or the Trustee receives
      evidence to its satisfaction of the destruction, loss or theft of any Note,
      and
      (ii) there is delivered to the Trustee and the Security Insurer (unless an
      Insurer Default shall have occurred and be continuing) such security or
      indemnity as may be required by it to hold the Trust, the Trustee and the
      Security Insurer harmless, then, in the absence of notice to the Trust, the
      Note
      Registrar or the Trustee that such Note has been acquired by a bona fide
      purchaser, and provided that the requirements of Section 8-405 of the UCC are
      met, the Trust shall execute and upon its request the Trustee shall authenticate
      and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost
      or stolen Note, a replacement Note; provided,
      however,
      that if
      any such destroyed, lost or stolen Note, but not a mutilated Note, shall have
      become or within seven days shall be due and payable, or shall have been called
      for redemption, instead of issuing a replacement Note, the Trust may direct
      the
      Trustee, in writing, to pay such destroyed, lost or stolen Note when so due
      or
      payable or upon the Redemption Date, without surrender thereof. If, after the
      delivery of such replacement Note or payment of a destroyed, lost or stolen
      Note
      pursuant to the proviso to the preceding sentence, a bona fide purchaser of
      the
      original Note in lieu of which such replacement Note was issued presents for
      payment such original Note, the Trust, the Trustee and the Security Insurer
      shall be entitled to recover such replacement Note (or such payment) from the
      Person to whom it was delivered or any Person taking such replacement Note
      from
      such Person to whom such replacement Note was delivered or any assignee of
      such
      Person, except a bona fide purchaser, and shall be entitled to recover upon
      the
      security or indemnity provided therefor to the extent of any loss, damage,
      cost
      or expense incurred by the Trust or the Trustee in connection
      therewith.

     

    Upon
      the
      issuance of any replacement Note under this Section, the Trust may require
      the
      payment by the Holder of such Note of a sum sufficient to cover any tax or
      other
      governmental charge that may be imposed in relation thereto and any other
      reasonable expenses (including the fees and expenses of the Trustee) connected
      therewith.

     

    Every
      replacement Note issued pursuant to this Section in replacement of any
      mutilated, destroyed, lost or stolen Note shall constitute an original
      additional contractual obligation of the Trust, whether or not the mutilated,
      destroyed, lost or stolen Note shall be at any time enforceable by anyone,
      and
      shall be entitled to all the benefits of this Indenture equally and
      proportionately with any and all other Notes duly issued hereunder.

     

    The
      provisions of this Section are exclusive and shall preclude (to the extent
      lawful) all other rights and remedies with respect to the replacement or payment
      of mutilated, destroyed, lost or stolen Notes.

     

    SECTION
      2.6  Persons
      Deemed Owner.
      Prior
      to due presentment for registration of transfer of any Note, the Trust, the
      Trustee and any agent of the Trust or the Trustee, or the Security Insurer
      may
      treat the Person in whose name any Note is registered (as of the Record Date)
      as
      the owner of such Note for the purpose of receiving payments of principal of
      and
      interest, if any on such Note and for all other purposes whatsoever, whether
      or
      not such Note be overdue, and none of the Trust, the Security Insurer, the
      Trustee nor any agent of the Trust or the Trustee shall be affected by notice
      to
      the contrary.

     

    
      
        
        

      

      
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    SECTION
      2.7  Payment
      of Principal and Interest; Defaulted Interest. 

     

    (a)  The
      Notes
      shall accrue interest as provided in the forms of the Class A-1 Note, the Class
      A-2 Note and the Class A-3 Note set forth in Exhibits A-1, A-2 and A-3,
      respectively, and such interest shall be due and payable on each Distribution
      Date, as specified therein. Any installment of interest or principal, if any,
      payable on any Note which is punctually paid or duly provided for by the Trust
      on the applicable Distribution Date shall be paid to the Person in whose name
      such Note (or one or more Predecessor Notes) is registered on the Record Date,
      by check mailed first-class, postage prepaid, to such Person’s address as it
      appears on the Note Register on such Record Date, except that, unless Definitive
      Notes have been issued pursuant to SECTION
      2.12,
      with
      respect to Notes registered on the Record Date in the name of the nominee of
      the
      Clearing Agency (initially, such nominee to be Cede & Co.), payment will be
      made by wire transfer in immediately available funds to the account designated
      by such nominee and except for the final installment of principal payable with
      respect to such Note on a Distribution Date or on the Final Scheduled
      Distribution Date (and except for the Redemption Price for any Note called
      for
      redemption pursuant to SECTION
      10.1(b)
      which
      shall be payable as provided below. The funds represented by any such checks
      returned undelivered shall be held in accordance with SECTION
      3.3.

     

    (b)  The
      principal of each Note shall be payable in installments on each Distribution
      Date, as applicable, as provided in the forms of the Class A-1 Note, the Class
      A-2 Note and the Class A-3 Note set forth in Exhibits A-1, A-2 and A-3,
      respectively. Notwithstanding the foregoing, the entire unpaid principal amount
      of the Notes shall be due and payable, if not previously paid, on the date
      on
      which an Event of Default shall have occurred and be continuing, if the Trustee,
      the Noteholders representing not less than a majority of the Outstanding Amount
      of the Notes (so long as an Insurer Default has occurred and is continuing)
      or
      the Security Insurer (so long as no Insurer Default has occurred and is
      continuing) has declared the Notes to be immediately due and payable in the
      manner provided in SECTION
      5.2.
      All
      principal payments on each class of Notes shall be made pro rata to the
      Noteholders of such class entitled thereto. Upon written notice from the Trust,
      the Trustee shall notify the Person in whose name a Note is registered at the
      close of business on the Record Date preceding the Distribution Date on which
      the Trust expects that the final installment of principal of and interest on
      such Note will be paid. Such notice shall be mailed or transmitted by facsimile
      prior to such final Distribution Date and shall specify that such final
      installment will be payable only upon presentation and surrender of such Note
      and shall specify the place where such Note may be presented and surrendered
      for
      payment of such installment. Notices in connection with redemptions of Notes
      shall be mailed to Noteholders as provided in SECTION
      10.2.

     

    (c)  If
      the
      Trust defaults in a payment of interest on the Notes, and such default is waived
      by the Controlling Party, the Trust shall pay defaulted interest (plus interest
      on such defaulted interest to the extent lawful) at the applicable Interest
      Rate
      in any lawful manner. The Trust may pay such defaulted interest to the Persons
      who are Noteholders on the immediately following Distribution Date, and, if
      such
      amount is not paid on such following Distribution Date, then on a subsequent
      special record date, which date shall be at least five Business Days prior
      to
      the payment date. The Trust shall fix or cause to be fixed any such special
      record date and payment date, and, at least 15 days before any such special
      record date, the Trust shall mail to each Noteholder and the Trustee a notice
      that states the special record date, the payment date and the amount of
      defaulted interest to be paid.

     

    
      
        
        

      

      
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    (d)  Promptly
      following the date on which all principal of and interest on the Notes has
      been
      paid in full and the Notes have been surrendered to the Trustee, the Trustee
      shall, if the Security Insurer has paid any amount in respect of the Notes
      under
      the Note Policy or otherwise which has not been reimbursed to it, deliver such
      surrendered Notes to the Security Insurer.

     

    SECTION
      2.8  Cancellation.
      Subject
      to SECTION
      2.7(d),
      all
      Notes surrendered for payment, registration of transfer, exchange, or redemption
      shall, if surrendered to any Person other than the Trustee, be delivered to
      the
      Trustee and shall be promptly canceled by the Trustee. Subject to SECTION
      2.7(d),
      the
      Trust may at any time deliver to the Trustee for cancellation any Notes
      previously authenticated and delivered hereunder which the Trust may have
      acquired in any manner whatsoever, and all Notes so delivered shall be promptly
      canceled by the Trustee. No Notes shall be authenticated in lieu of or in
      exchange for any Notes canceled as provided in this Section, except as expressly
      permitted by this Indenture. Subject to SECTION
      2.7(d),
      all
      canceled Notes may be held or disposed of by the Trustee in accordance with
      its
      standard retention or disposal policy as in effect at the time unless the Trust
      shall timely direct by an Trust Order that they be destroyed or returned to
      it;
      provided that such Trust Order is timely and the Notes have not been previously
      disposed of by the Trustee.

     

    SECTION
      2.9  Release
      of Collateral.
      The
      Trust Collateral Agent shall, on or after the Termination Date, release any
      remaining portion of the Trust Estate from the lien created by this Indenture
      and deposit in the Collection Account any funds then on deposit in any other
      Trust Account. The Trust Collateral Agent shall release property from the lien
      created by this Indenture pursuant to this SECTION
      2.9,
      other
      than pursuant to SECTION
      11.1(b)(v)
      herein, only upon receipt of an Trust Request accompanied by an Officer’s
      Certificate, an Opinion of Counsel and (if required by the TIA) Independent
      Certificates in accordance with TIA §§ 314(c) and 314(d)(1) meeting the
      applicable requirements of SECTION
      11.1.

     

    SECTION
      2.10  Book-Entry
      Notes.
      The
      Notes, upon original issuance, will be issued in the form of typewritten Notes
      representing the Book-Entry Notes, to be delivered to The Depository Trust
      Company, the initial Clearing Agency, by, or on behalf of, the Trust. Such
      Notes
      shall initially be registered on the Note Register in the name of Cede &
Co., the nominee of the initial Clearing Agency, and no Note Owner will receive
      a Definitive Note representing such Note Owner’s interest in such Note, except
      as provided in SECTION
      2.12.
      Unless
      and until definitive, fully registered Notes (the “Definitive
      Notes”)
      have
      been issued to Note Owners pursuant to SECTION
      2.12:

     

    (i)  the
      provisions of this Section shall be in full force and effect;

     

    
      
        
        

      

      
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    (ii)  the
      Note
      Registrar and the Trustee shall be entitled to deal with the Clearing Agency
      for
      all purposes of this Indenture (including the payment of principal of and
      interest on the Notes and the giving of instructions or directions hereunder)
      as
      the sole Holder of the Notes, and shall have no obligation to the Note
      Owners;

     

    (iii)  to
      the
      extent that the provisions of this Section conflict with any other provisions
      of
      this Indenture, the provisions of this Section shall control;

     

    (iv)  the
      rights of Note Owners shall be exercised only through the Clearing Agency and
      shall be limited to those established by law and agreements between such Note
      Owners and the Clearing Agency and/or the Clearing Agency Participants. Unless
      and until Definitive Notes are issued pursuant to SECTION
      2.12,
      the
      initial Clearing Agency will make book-entry transfers among the Clearing Agency
      Participants and receive and transmit payments of principal of and interest
      on
      the Notes to such Clearing Agency Participants;

     

    (v)  whenever
      this Indenture requires or permits actions to be taken based upon instructions
      or directions of Noteholders evidencing a specified percentage of the
      Outstanding Amount of the Notes, the Clearing Agency shall be deemed to
      represent such percentage only to the extent that it has received instructions
      to such effect from Note Owners and/or Clearing Agency Participants owning
      or
      representing, respectively, such required percentage of the beneficial interest
      in the Notes and has delivered such instructions to the Trustee;
      and

     

    (vi)  Note
      Owners may receive copies of any reports sent to Noteholders pursuant to this
      Indenture, upon written request, together with a certification that they are
      Note Owners and payment of reproduction and postage expenses associated with
      the
      distribution of such reports, from the Trustee at the Corporate Trust
      Office.

     

    SECTION
      2.11  Notices
      to Clearing Agency.
      Whenever a notice or other communication to the Noteholders is required under
      this Indenture, unless and until Definitive Notes shall have been issued to
      Note
      Owners pursuant to SECTION
      2.12,
      the
      Trustee shall give all such notices and communications specified herein to
      be
      given to the Noteholders to the Clearing Agency, and shall have no obligation
      to
      the Note Owners.

     

    SECTION
      2.12  Definitive
      Notes.
      If (i)
      the Servicer advises the Trustee in writing that the Clearing Agency is no
      longer willing or able to properly discharge its responsibilities with respect
      to the Notes, and the Servicer is unable to locate a qualified successor, (ii)
      the Servicer at its option advises the Trustee in writing that it elects to
      terminate the book-entry system through the Clearing Agency or (iii) after
      the
      occurrence of an Event of Default, Note Owners representing beneficial interests
      aggregating at least a majority of the Outstanding Amount of the Notes advise
      the Trustee through the Clearing Agency in writing that the continuation of
      a
      book entry system through the Clearing Agency is no longer in the best interests
      of the Note Owners, then the Clearing Agency shall notify all Note Owners and
      the Trustee of the occurrence of any such event and of the availability of
      Definitive Notes to Note Owners requesting the same. Upon surrender to the
      Trustee of the typewritten Note or Notes representing the Book-Entry Notes
      by
      the Clearing Agency, accompanied by registration instructions, the Trust shall
      execute and the Trustee shall authenticate the Definitive Notes in accordance
      with the instructions of the Clearing Agency. None of the Trust, the Note
      Registrar or the Trustee shall be liable for any delay in delivery of such
      instructions and may conclusively rely on, and shall be fully protected in
      relying on, such instructions. Upon the issuance of Definitive Notes, the
      Trustee shall recognize the Holders of the Definitive Notes as
      Noteholders.

     

    
      
        
        

      

      
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    ARTICLE
      III


     

    Covenants

     

    SECTION
      3.1  Payment
      of Principal and Interest.
      The
      Trust will duly and punctually pay the principal of and interest on the Notes
      in
      accordance with the terms of the Notes and this Indenture. Without limiting
      the
      foregoing, the Trust will cause to be distributed all amounts on deposit in
      the
      Note Distribution Account on a Distribution Date deposited therein pursuant
      to
      the Sale and Servicing Agreement (i) for the benefit of the Class A-l Notes,
      to
      Class A-1 Noteholders, (ii) for the benefit of the Class A-2 Notes, to Class
      A-2
      Noteholders and (iii) for the benefit of the Class A-3 Notes, to Class A-3
      Noteholders. Amounts properly withheld under the Code by any Person from a
      payment to any Noteholder of interest and/or principal shall be considered
      as
      having been paid by the Trust to such Noteholder for all purposes of this
      Indenture.

     

    SECTION
      3.2  Maintenance
      of Office or Agency.
      The
      Trust will maintain in New York, New York, an office or agency where Notes
      may
      be surrendered for registration of transfer or exchange, and where notices
      and
      demands to or upon the Trust in respect of the Notes and this Indenture may
      be
      served. The Trust hereby initially appoints the Trustee to serve as its agent
      for the foregoing purposes. The Trust will give prompt written notice to the
      Trustee of the location, and of any change in the location, of any such office
      or agency. If at any time the Trust shall fail to maintain any such office
      or
      agency or shall fail to furnish the Trustee with the address thereof, such
      surrenders, notices and demands may be made or served at the Corporate Trust
      Office, and the Trust hereby appoints the Trustee as its agent to receive all
      such surrenders, notices and demands.

     

    SECTION
      3.3  Money
      for Payments to be Held in Trust.
      On or
      before each Distribution Date and Redemption Date, the Trust shall deposit
      or
      cause to be deposited in the Note Distribution Account from the Collection
      Account an aggregate sum sufficient to pay the amounts then becoming due under
      the Notes, such sum to be held in trust for the benefit of the Persons entitled
      thereto and (unless the Note Paying Agent is the Trustee) shall promptly notify
      the Trustee of its action or failure so to act.

     

    The
      Trust
      will cause each Note Paying Agent other than the Trustee to execute and deliver
      to the Trustee and the Security Insurer an instrument in which such Note Paying
      Agent shall agree with the Trustee (and if the Trustee acts as Note Paying
      Agent, it hereby so agrees), subject to the provisions of this Section, that
      such Note Paying Agent will:

     

    (i)  hold
      all
      sums held by it for the payment of amounts due with respect to the Notes in
      trust for the benefit of the Persons entitled thereto until such sums shall
      be
      paid to such Persons or otherwise disposed of as herein provided and pay such
      sums to such Persons as herein provided;

     

    
      
        
        

      

      
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    (ii)  give
      the
      Trustee notice of any default by the Trust (or any other obligor upon the Notes)
      of which it has actual knowledge in the making of any payment required to be
      made with respect to the Notes;

     

    (iii)  at
      any
      time during the continuance of any such default, upon the written request of
      the
      Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying
      Agent;

     

    (iv)  immediately
      resign as a Note Paying Agent and forthwith pay to the Trustee all sums held
      by
      it in trust for the payment of Notes if at any time it ceases to meet the
      standards required to be met by a Note Paying Agent at the time of its
      appointment; and

     

    (v)  comply
      with all requirements of the Code with respect to the withholding from any
      payments made by it on any Notes of any applicable withholding taxes imposed
      thereon and with respect to any applicable reporting requirements in connection
      therewith.

     

    The
      Trust
      may at any time, for the purpose of obtaining the satisfaction and discharge
      of
      this Indenture or for any other purpose, by Trust Order direct any Note Paying
      Agent to pay to the Trustee all sums held in trust by such Note Paying Agent,
      such sums to be held by the Trustee upon the same trusts as those upon which
      the
      sums were held by such Note Paying Agent; and upon such a payment by any Note
      Paying Agent to the Trustee, such Note Paying Agent shall be released from
      all
      further liability with respect to such money.

     

    Subject
      to applicable laws with respect to the escheat of funds, any money held by
      the
      Trustee or any Note Paying Agent in trust for the payment of any amount due
      with
      respect to any Note and remaining unclaimed for two years after such amount
      has
      become due and payable shall be discharged from such trust and be paid to the
      Trust on Trust Request with the consent of the Security Insurer (unless an
      Insurer Default shall have occurred and be continuing) and shall be deposited
      by
      the Trustee in the Collection Account; and the Holder of such Note shall
      thereafter, as an unsecured general creditor, look only to the Trust for payment
      thereof (but only to the extent of the amounts so paid to the Trust), and all
      liability of the Trustee or such Note Paying Agent with respect to such trust
      money shall thereupon cease; provided,
      however,
      that if
      such money or any portion thereof had been previously deposited by the Security
      Insurer or the Trust Collateral Agent with the Trustee for the payment of
      principal or interest on the Notes, to the extent any amounts are owing to
      the
      Security Insurer, such amounts shall be paid promptly to the Security Insurer
      upon the Trustee’s receipt of a written request by the Security Insurer to such
      effect; and provided,
      further,
      that
      the Trustee or such Note Paying Agent, before being required to make any such
      repayment, shall at the expense of the Trust cause to be published once, in
      a
      newspaper published in the English language, customarily published on each
      Business Day and of general circulation in New York, New York, notice that
      such
      money remains unclaimed and that, after a date specified therein, which shall
      not be less than 30 days from the date of such publication, any unclaimed
      balance of such money then remaining will be repaid to the Trust. The Trustee
      shall also adopt and employ, at the expense of the Trust, any other reasonable
      means of notification of such repayment (including, but not limited to, mailing
      notice of such repayment to Holders whose Notes have been called but have not
      been surrendered for redemption or whose right to or interest in moneys due
      and
      payable but not claimed is determinable from the records of the Trustee or
      of
      any Note Paying Agent, at the last address of record for each such
      Holder).

     

    
      
        
        

      

      
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    SECTION
      3.4  Existence.
      Except
      as otherwise permitted by the provisions of SECTION
      3.10,
      the
      Trust will keep in full effect its existence, rights and franchises as a
      statutory trust under the laws of the State of Delaware (unless it becomes,
      or
      any successor Trust hereunder is or becomes, organized under the laws of any
      other state or of the United States of America, in which case the Trust will
      keep in full effect its existence, rights and franchises under the laws of
      such
      other jurisdiction) and will obtain and preserve its qualification to do
      business in each jurisdiction in which such qualification is or shall be
      necessary to protect the validity and enforceability of this Indenture, the
      Notes, the Collateral and each other instrument or agreement included in the
      Trust Estate.

     

    SECTION
      3.5  Protection
      of Trust Estate.
      The
      Trust intends the security interest granted pursuant to this Indenture in favor
      of the Trust Secured Parties to be prior to all other liens in respect of the
      Trust Estate, and the Trust shall take all actions necessary to obtain and
      maintain, in favor of the Trust Collateral Agent, for the benefit of the Trust
      Secured Parties, a first lien on and a first priority, perfected security
      interest in the Trust Estate. The Trust will from time to time prepare (or
      shall
      cause to be prepared), execute and deliver all such supplements and amendments
      hereto and all such financing statements, continuation statements, instruments
      of further assurance and other instruments, and will take such other action
      necessary or advisable to:

     

    (i)  grant
      more effectively all or any portion of the Trust Estate;

     

    (ii)  maintain
      or preserve the lien and security interest (and the priority thereof) in favor
      of the Trust Collateral Agent for the benefit of the Trust Secured Parties
      created by this Indenture or carry out more effectively the purposes
      hereof;

     

    (iii)  perfect,
      publish notice of or protect the validity of any Grant made or to be made by
      this Indenture;

     

    (iv)  enforce
      any of the Collateral;

     

    (v)  preserve
      and defend title to the Trust Estate and the rights of the Trust Collateral
      Agent in such Trust Estate against the claims of all persons and
      parties;

     

    (vi)  pay
      all
      taxes or assessments levied or assessed upon the Trust Estate when due;
      and

     

    (vii)  maintain
      or preserve all of the Trust’s right, title and interest in its rights and
      benefits, but none of its obligations or burdens, under the Sale Agreement
      and
      the Sale and Servicing Agreement, including the Trust’s rights under the Sale
      Agreement and the Sale and Servicing Agreement, to enforce the delivery
      requirements, representations and warranties and the cure and repurchase
      obligations of UACC and the Seller under the Sale Agreement and the Sale and
      Servicing Agreement.

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    The
      Trust
      hereby designates the Trust Collateral Agent its agent and attorney-in-fact
      to
      execute any financing statement, continuation statement or other instrument
      required by the Trust Collateral Agent pursuant to this Section.

     

    SECTION
      3.6  Opinions
      as to Trust Estate. 

     

    (a)  On
      the
      Closing Date, the Trust shall furnish to the Trustee, the Trust Collateral
      Agent
      and the Security Insurer an Opinion of Counsel either stating that, in the
      opinion of such counsel, such action has been taken with respect to the
      recording and filing of this Indenture, any indentures supplemental hereto,
      and
      any other requisite documents, and with respect to the execution and filing
      of
      any financing statements and continuation statements, as are necessary to
      perfect and make effective the first priority lien and security interest in
      favor of the Trust Collateral Agent, for the benefit of the Trust Secured
      Parties, created by this Indenture and reciting the details of such action,
      or
      stating that, in the opinion of such counsel, no such action is necessary to
      make such lien and security interest effective.

     

    (b)  Within
      120 days after the beginning of each calendar year, beginning with the first
      calendar year beginning more than six months after the Closing Date, the Trust
      shall furnish to the Trustee, Trust Collateral Agent and the Security Insurer
      an
      Opinion of Counsel either stating that, in the opinion of such counsel, such
      action has been taken with respect to the recording, filing, re-recording and
      refiling of this Indenture, any indentures supplemental hereto and any other
      requisite documents and with respect to the execution and filing of any
      financing statements and continuation statements as are necessary to maintain
      the lien and security interest created by this Indenture and reciting the
      details of such action or stating that in the opinion of such counsel no such
      action is necessary to maintain such lien and security interest. Such Opinion
      of
      Counsel shall also describe the recording, filing, re-recording and refiling
      of
      this Indenture, any indentures supplemental hereto and any other requisite
      documents and the execution and filing of any financing statements and
      continuation statements that will, in the opinion of such counsel, be required
      to maintain the lien and security interest of this Indenture until January
      31 in
      the following calendar year.

     

    SECTION
      3.7  Performance
      of Obligations; Servicing of Receivables. 

     

    (a)  The
      Trust
      will not take any action and will use its best efforts not to permit any action
      to be taken by others that would release any Person from any of such Person’s
      material covenants or obligations under any instrument or agreement included
      in
      the Trust Estate or that would result in the amendment, hypothecation,
      subordination, termination or discharge of, or impair the validity or
      effectiveness of, any such instrument or agreement, except as ordered by any
      bankruptcy or other court or as expressly provided in this Indenture, the Basic
      Documents or such other instrument or agreement.

     

    (b)  The
      Trust
      may contract with other Persons acceptable to the Security Insurer (so long
      as
      no Insurer Default shall have occurred and be continuing) to assist it in
      performing its duties under this Indenture, and any performance of such duties
      by a Person identified to the Trustee and the Security Insurer in an Officer’s
      Certificate of the Trust shall be deemed to be action taken by the Trust.
      Initially, the Trust has contracted with the Servicer to assist the Trust in
      performing its duties under this Indenture.

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    (c)  The
      Trust
      will punctually perform and observe all of its obligations and agreements
      contained in this Indenture, the Basic Documents and in the instruments and
      agreements included in the Trust Estate, including, but not limited to,
      preparing (or causing to prepared) and filing (or causing to be filed) all
      UCC
      financing statements and continuation statements required to be filed by the
      terms of this Indenture and the Sale and Servicing Agreement in accordance
      with
      and within the time periods provided for herein and therein. Except as otherwise
      expressly provided therein, the Trust shall not waive, amend, modify, supplement
      or terminate any Basic Document or any provision thereof without the consent
      of
      the Trustee, the Security Insurer and the Holders of at least a majority of
      the
      Outstanding Amount of the Notes.

     

    (d)  If
      a
      responsible officer of the Owner Trustee shall have actual knowledge of the
      occurrence of a Servicer Termination Event under the Sale and Servicing
      Agreement, the Trust shall promptly notify the Trustee, the Security Insurer
      and
      the Rating Agencies thereof in accordance with SECTION
      11.4,
      and
      shall specify in such notice the action, if any, the Trust is taking in respect
      of such default. If a Servicer Termination Event shall arise from the failure
      of
      the Servicer to perform any of its duties or obligations under the Sale and
      Servicing Agreement with respect to the Receivables, the Trust shall take all
      reasonable steps available to it to remedy such failure.

     

    (e)  The
      Trust
      agrees that it will not waive timely performance or observance by the Servicer
      or the Seller of their respective duties under the Basic Documents (x) without
      the prior consent of the Security Insurer (unless an Insurer Default shall
      have
      occurred and be continuing) or (y) if the effect thereof would adversely affect
      the Holders of the Notes.

     

    SECTION
      3.8  Negative
      Covenants.
      So long
      as any Notes are Outstanding, the Trust shall not:

     

    (i)  except
      as
      expressly permitted by this Indenture or the Basic Documents, sell, transfer,
      exchange or otherwise dispose of any of the properties or assets of the Trust,
      including those included in the Trust Estate, unless directed to do so by the
      Controlling Party;

     

    (ii)  claim
      any
      credit on, or make any deduction from the principal or interest payable in
      respect of, the Notes (other than amounts properly withheld from such payments
      under the Code) or assert any claim against any present or former Noteholder
      by
      reason of the payment of the taxes levied or assessed upon any part of the
      Trust
      Estate; or

     

    (iii)  (A)
      permit the validity or effectiveness of this Indenture to be impaired, or permit
      the lien in favor of the Trust Collateral Agent created by this Indenture to
      be
      amended, hypothecated, subordinated, terminated or discharged, or permit any
      Person to be released from any covenants or obligations with respect to the
      Notes under this Indenture except as may be expressly permitted hereby, (B)
      permit any lien, charge, excise, claim, security interest, mortgage or other
      encumbrance (other than the lien of this Indenture) to be created on or extend
      to or otherwise arise upon or burden the Trust Estate or any part thereof or
      any
      interest therein or the proceeds thereof (other than tax liens, mechanics’ liens
      and other liens that arise by operation of law, in each case on a Financed
      Vehicle and arising solely as a result of an action or omission of the related
      Obligor), (C) permit the lien of this Indenture not to constitute a valid first
      priority (other than with respect to any such tax, mechanics’ or other lien)
      security interest in the Trust Estate, or (D) amend, modify or fail to comply
      with the provisions of the Basic Documents without the prior written consent
      of
      the Controlling Party.

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    SECTION
      3.9  Annual
      Statement as to Compliance.
      

     

    (a)  The
      Trust
      will deliver to the Trustee and the Security Insurer, within 120 days after
      the
      end of each fiscal year of the Trust (commencing with the fiscal year ended
      December 31, 2007), and otherwise in compliance with the requirements of TIA
      Section 314(a)(4) an Officer’s Certificate stating, as to the Authorized Officer
      signing such Officer’s Certificate, that

     

    (i)  a
      review
      of the activities of the Trust during such year and of performance under this
      Indenture has been made under such Authorized Officer’s supervision;
      and

     

    (ii)  to
      the
      best of such Authorized Officer’s knowledge, based on such review, the Trust has
      complied with all conditions and covenants under this Indenture and the other
      Basic Documents throughout such year, or, if there has been a default in the
      compliance of any such condition or covenant, specifying each such default
      known
      to such Authorized Officer and the nature and status thereof.

     

    (b)  On
      or
      before March 1st of each calendar year, commencing in 2008 until and unless
      a
      Form 15 suspension notification has been filed with respect to the Trust, the
      Indenture Trustee shall:

     

    (i) deliver
      to the Depositor, acting on behalf of the Trust, a report (in form and substance
      reasonably satisfactory to the Depositor) regarding the Indenture Trustee’s
      assessment of compliance with the Servicing Criteria during the immediately
      preceding calendar year, as required under Rules 13a-18 and 15d-18 of the
      Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed
      to
      the Trust and signed by an authorized officer of the Indenture Trustee, and
      shall address each of the Servicing Criteria specified on a certification
      substantially in the form of Schedule B hereto. The Depositor shall, promptly
      following its receipt of such report, forward a copy of such report to the
      Security Insurer.

     

    SECTION
      3.10  Trust
      May Consolidate, Etc. Only on Certain Terms.
      

     

    (a)  The
      Trust
      shall not consolidate or merge with or into any other Person,
      unless:

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    (i)  the
      Person (if other than the Trust) formed by or surviving such consolidation
      or
      merger shall be a Person organized and existing under the laws of the United
      States of America or any state and shall expressly assume, by an indenture
      supplemental hereto, executed and delivered to the Trustee, in form satisfactory
      to the Trustee and the Security Insurer (so long as no Insurer Default shall
      have occurred and be continuing), the due and punctual payment of the principal
      of and interest on all Notes and the performance or observance of every
      agreement and covenant of this Indenture on the part of the Trust to be
      performed or observed, all as provided herein;

     

    (ii)  immediately
      after giving effect to such transaction, no Default or Event of Default shall
      have occurred and be continuing;

     

    (iii)  the
      Rating Agency Condition shall have been satisfied with respect to such
      transaction;

     

    (iv)  the
      Trust
      shall have received an Opinion of Counsel (and shall have delivered copies
      thereof to the Trustee and the Security Insurer ) to the effect that such
      transaction will not have any material adverse tax consequence to the Trust,
      the
      Security Insurer, any Noteholder or the Certificateholder;

     

    (v)  any
      action as is necessary to maintain the lien and security interest created by
      this Indenture shall have been taken;

     

    (vi)  the
      Trust
      shall have delivered to the Trustee and the Security Insurer an Officer’s
      Certificate and an Opinion of Counsel each stating that such consolidation
      or
      merger and such supplemental indenture comply with this ARTICLE
      III
      and that
      all conditions precedent herein provided for relating to such transaction have
      been complied with (including any filing required by the Exchange Act);
      and

     

    (vii)  so
      long
      as no Insurer Default shall have occurred and be continuing, the Trust shall
      have given the Security Insurer written notice of such consolidation or merger
      at least 20 Business Days prior to the consummation of such action and shall
      have received the prior written approval of the Security Insurer of such
      consolidation or merger and the Trust or the Person (if other than the Trust)
      formed by or surviving such consolidation or merger has a net worth, immediately
      after such consolidation or merger, that is (a) greater than zero and (b) not
      less than the net worth of the Trust immediately prior to giving effect to
      such
      consolidation or merger.

     

    (b)  The
      Trust
      shall not convey or transfer all or substantially all of its properties or
      assets, including those included in the Trust Estate, to any Person,
      unless:

     

    (i)  the
      Person that acquires by conveyance or transfer the properties and assets of
      the
      Trust the conveyance or transfer of which is hereby restricted shall (A) be
      a
      United States citizen or a Person organized and existing under the laws of
      the
      United States of America or any state, (B) expressly assume, by an indenture
      supplemental hereto, executed and delivered to the Trustee, in form satisfactory
      to the Trustee, and the Security Insurer (so long as no Insurer Default shall
      have occurred and be continuing), the due and punctual payment of the principal
      of and interest on all Notes and the performance or observance of every
      agreement and covenant of this Indenture and each of the Basic Documents on
      the
      part of the Trust to be performed or observed, all as provided herein, (C)
      expressly agree by means of such supplemental indenture that all right, title
      and interest so conveyed or transferred shall be subject and subordinate to
      the
      rights of Holders of the Notes, (D) unless otherwise provided in such
      supplemental indenture, expressly agree to indemnify, defend and hold harmless
      the Trust against and from any loss, liability or expense arising under or
      related to this Indenture and the Notes and (E) expressly agree by means of
      such
      supplemental indenture that such Person (or if a group of persons, then one
      specified Person) shall prepare (or cause to be prepared) and make all filings
      with the Commission (and any other appropriate Person) required by the Exchange
      Act in connection with the Notes;

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    (ii)  immediately
      after giving effect to such transaction, no Default or Event of Default shall
      have occurred and be continuing;

     

    (iii)  the
      Rating Agency Condition shall have been satisfied with respect to such
      transaction;

     

    (iv)  the
      Trust
      shall have received an Opinion of Counsel (and shall have delivered copies
      thereof to the Trustee and the Security Insurer ) to the effect that such
      transaction will not have any material adverse tax consequence to the Trust,
      the
      Security Insurer, any Noteholder or the Certificateholder;

     

    (v)  any
      action as is necessary to maintain the lien and security interest created by
      this Indenture shall have been taken;

     

    (vi)  the
      Trust
      shall have delivered to the Trustee and the Security Insurer an Officer’s
      Certificate and an Opinion of Counsel each stating that such conveyance or
      transfer and such supplemental indenture comply with this ARTICLE
      III
      and that
      all conditions precedent herein provided for relating to such transaction have
      been complied with (including any filing required by the Exchange Act);
      and

     

    (vii)  so
      long
      as no Insurer Default shall have occurred and be continuing, the Trust shall
      have given the Security Insurer written notice of such conveyance or transfer
      at
      least 20 Business Days prior to the consummation of such action and shall have
      received the prior written approval of the Security Insurer of such conveyance
      or transfer and the Trust or the Person (if other than the Trust) formed by
      or
      surviving such conveyance or transfer has a net worth, immediately after such
      conveyance or transfer, that is (a) greater than zero and (b) not less than
      the
      net worth of the Trust immediately prior to giving effect to such conveyance
      or
      transfer.

     

    (c)  The
      Trust
      will not change its jurisdiction of organization without notifying the Trustee
      and the Security Insurer and taking any actions necessary to maintain a first
      priority perfected security interest in the Collateral under this
      Indenture.

     

    SECTION
      3.11   Successor
      or Transferee. 

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    (a)  Upon
      any
      consolidation or merger of the Trust in accordance with SECTION
      3.10(a),
      the
      Person formed by or surviving such consolidation or merger (if other than the
      Trust) shall succeed to, and be substituted for, and may exercise every right
      and power of, the Trust under this Indenture with the same effect as if such
      Person had been named as the Trust herein.

     

    (b)  Upon
      a
      conveyance or transfer of all the assets and properties of the Trust pursuant
      to
SECTION
      3.10(b),
      UPFC
      Auto Receivables Trust 2007-B will be released from every covenant and agreement
      of this Indenture to be observed or performed on the part of the Trust with
      respect to the Notes immediately upon the delivery of written notice to the
      Trustee stating that UPFC Auto Receivables Trust 2007-B is to be so
      released.

     

    SECTION
      3.12  No
      Other Business.
      The
      Trust shall not engage in any business other than financing, purchasing, owning,
      selling and managing the Receivables in the manner contemplated by this
      Indenture and the Basic Documents and activities incidental
      thereto.

     

    SECTION
      3.13  No
      Borrowing.
      The
      Trust shall not issue, incur, assume, guarantee or otherwise become liable,
      directly or indirectly, for any Indebtedness except for (i) the Notes, (ii)
      obligations owing from time to time to the Security Insurer under the Insurance
      Agreement and (iii) any other Indebtedness permitted by or arising under the
      Basic Documents. The proceeds of the Notes shall be used exclusively to fund
      the
      Trust’s purchase of the Receivables and the other assets specified in the Sale
      and Servicing Agreement, to fund the Spread Account and to pay the Trust’s
      organizational, transactional and start-up expenses.

     

    SECTION
      3.14  Servicer’s
      Obligations.
      The
      Trust shall cause the Servicer to comply with Sections 4.9, 4.10, 4.11 and
      5.10
      of the Sale and Servicing Agreement.

     

    SECTION
      3.15  Guarantees,
      Loans, Advances and Other Liabilities.
      Except
      as contemplated by the Sale and Servicing Agreement or this Indenture, the
      Trust
      shall not make any loan or advance or credit to, or guarantee (directly or
      indirectly or by an instrument having the effect of assuring another’s payment
      or performance on any obligation or capability of so doing or otherwise),
      endorse or otherwise become contingently liable, directly or indirectly, in
      connection with the obligations, stocks or dividends of, or own, purchase,
      repurchase or acquire (or agree contingently to do so) any stock, obligations,
      assets or securities of, or any other interest in, or make any capital
      contribution to, any other Person.

     

    SECTION
      3.16  Capital
      Expenditures.
      The
      Trust shall not make any expenditure (by long-term or operating lease or
      otherwise) for capital assets (either realty or personalty).

     

    SECTION
      3.17  Compliance
      with Laws.
      The
      Trust shall comply with the requirements of all applicable laws, the
      non-compliance with which would, individually or in the aggregate, materially
      and adversely affect the ability of the Trust to perform its obligations under
      the Notes, this Indenture or any Basic Document. In order to comply with laws,
      rules, regulations and executive orders in effect from time to time applicable
      to banking institutions, including those relating to the funding of terrorist
      activities and money laundering (“Applicable Law”), the Trustee is required to
      obtain, verify and record certain information relating to individuals and
      entities which maintain a business relationship with the Trustee. Accordingly,
      the Trust agrees to provide to the Trustee upon its request from time to time
      such identifying information and documentation as may be available for the
      Trust
      in order to enable the Trustee to comply with Applicable Law.

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    

      SECTION
        3.18  Restricted
        Payments.
        The
        Trust shall not, directly or indirectly, (i) pay any dividend or make any
        distribution (by reduction of capital or otherwise), whether in cash, property,
        securities or a combination thereof, to the Owner Trustee or any owner of
        a
        beneficial interest in the Trust or otherwise with respect to any ownership
        or
        equity interest or security in or of the Trust or to the Servicer, (ii) redeem,
        purchase, retire or otherwise acquire for value any such ownership or equity
        interest or security or (iii) set aside or otherwise segregate any amounts
        for
        any such purpose; provided,
        however,
        that
        the Trust may make, or cause to be made, distributions to the Servicer, the
        Owner Trustee, the Trustee and the Certificateholders as permitted by, and
        to
        the extent funds are available for such purpose under, the Sale and Servicing
        Agreement or Trust Agreement. The Trust will not, directly or indirectly,
        make
        payments to or distributions from the Collection Account except in accordance
        with this Indenture and the Basic Documents.

       

      SECTION
        3.19  Notice
        of Events of Default.
        Upon a
        responsible officer of the Owner Trustee having actual knowledge thereof,
        the
        Trust agrees to give the Trustee, the Security Insurer and the Rating Agencies
        prompt written notice of each Event of Default hereunder and each default
        on the
        part of the Servicer or the Seller of its obligations under the Sale and
        Servicing Agreement.

       

      SECTION
        3.20  Further
        Instruments and Acts.
        Upon
        request of the Trustee or the Security Insurer, the Trust will execute and
        deliver such further instruments and do such further acts as may be reasonably
        necessary or proper to carry out more effectively the purpose of this
        Indenture.

       

      SECTION
        3.21  Amendments
        of Sale and Servicing Agreement and Trust Agreement.
        The
        Trust shall not agree to any amendment to Section 12.1 of the Sale and Servicing
        Agreement or Section 10.1 of the Trust Agreement to eliminate the requirements
        thereunder that the Trustee or the Holders of the Notes consent to amendments
        thereto as provided therein.

       

      SECTION
        3.22  Income
        Tax Characterization.
        For
        purposes of federal income, state and local income and franchise and any
        other
        income taxes, the Trust will treat the Notes as indebtedness and hereby
        instructs the Trustee, and each Noteholder (or beneficial Note Owner) shall
        be
        deemed, by virtue of acquisition of its interest in such Note, to have agreed,
        to treat the Notes as indebtedness for all applicable tax reporting
        purposes.

       

      ARTICLE
        IV


       

      Satisfaction
        and Discharge

       

      SECTION
        4.1  Satisfaction
        and Discharge of Indenture.
        This
        Indenture shall cease to be of further effect with respect to the Notes except
        as to (i) rights of registration of transfer and exchange, (ii) substitution
        of
        mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to
        receive payments of principal thereof and interest thereon, (iv) SECTION
        3.3,
        SECTION 3.4, SECTION 3.5, SECTION 3.8, SECTION 3.10, SECTION 3.12, SECTION
        3.13,
        SECTION 3.20, SECTION 3.21 and SECTION 3.22, (v) the rights, obligations
        and
        immunities of the Trustee hereunder (including the rights of the Trustee
        under
        SECTION 6.7 and the obligations of the Trustee under SECTION 4.2) and (vi)
        the
        rights of Noteholders as beneficiaries hereof with respect to the property
        so
        deposited with the Trustee payable to all or any of them, and the Trustee,
        on
        demand of and at the expense of the Trust, shall execute proper instruments
        acknowledging satisfaction and discharge of this Indenture with respect to
        the
        Notes, when

       

      
        
          
          

        

        
          27

          
            

          

        

        
          
          

        

         

      

      (A)  either

       

      (1)  all
        Notes
        theretofore authenticated and delivered (other than (i) Notes that have been
        destroyed, lost or stolen and that have been replaced or paid as provided
        in
        SECTION 2.5 and (ii) Notes for whose payment money has theretofore been
        deposited in trust or segregated and held in trust by the Trust and thereafter
        repaid to the Trust or discharged from such trust, as provided in SECTION
        3.3)
        have been delivered to the Trustee for cancellation and the Note Policy has
        expired and been returned to the Security Insurer for cancellation;
        or

       

      (2)  all
        Notes
        not theretofore delivered to the Trustee for cancellation

       

      (i)  have
        become due and payable,

       

      (ii)  will
        become due and payable at their respective Final Scheduled Distribution Dates
        within one year, or

       

      (iii)  are
        to be
        called for redemption within one year under arrangements satisfactory to
        the
        Trustee for the giving of notice of redemption by the Trustee in the name,
        and
        at the expense, of the Trust,

       

      and
        the
        Trust, in the case of (i), (ii) or (iii) above, has irrevocably deposited
        or
        caused to be irrevocably deposited with the Trust Collateral Agent cash or
        direct obligations of or obligations guaranteed by the United States of America
        (which will mature prior to the date such amounts are payable), in trust
        for
        such purpose, in an amount sufficient to pay and discharge the entire
        indebtedness on such Notes not theretofore delivered to the Trustee for
        cancellation when due to the Final Scheduled Distribution Date or Redemption
        Date (if Notes shall have been called for redemption pursuant to SECTION
        10.1(b)) as the case may be;

       

      (B)  the
        Trust
        has paid or caused to be paid all Insurer Trust Secured Obligations, all
        Trustee
        Trust Secured Obligations; and

       

      (C)  the
        Trust
        has delivered to the Trustee, the Trust Collateral Agent and the Security
        Insurer an Officer’s Certificate, an Opinion of Counsel and if required by the
        TIA, the Trustee, the Trust Collateral Agent or the Security Insurer (so
        long as
        an Insurer Default shall not have occurred and be continuing) an Independent
        Certificate from a firm of certified public accountants, each meeting the
        applicable requirements of SECTION 11.1(a) and each stating that all conditions
        precedent herein provided for relating to the satisfaction and discharge
        of this
        Indenture have been complied with. If the Indenture has been satisfied and
        discharged in accordance with the provisions of SECTION 4.1(A)(2) then such
        opinion of counsel shall also include an opinion that amounts deposited by
        the
        Trust in accordance with SECTION 4.1(A)(2) would not be characterized as
        a
        voidable preference.

       

      
        
          
          

        

        
          28

          
            

          

        

        
          
          

        

      

       

      SECTION
        4.2  Application
        of Trust Money.
        All
        moneys deposited with the Trustee pursuant to SECTION 4.1 hereof shall be
        held
        in trust and applied by it, in accordance with the provisions of the Notes,
        this
        Indenture and the other Basic Documents, to the payment, either directly
        or
        through any Note Paying Agent, as the Trustee may determine, to the Holders
        of
        the particular Notes for the payment or redemption of which such moneys have
        been deposited with the Trustee, of all sums due and to become due thereon
        for
        principal and interest and, in the case of the Class A-3 Certificates,
        additional amounts to become due pursuant to SECTION 10.1 of the Sale and
        Servicing Agreement; but such moneys need not be segregated from other funds
        except to the extent required herein or in the Sale and Servicing Agreement
        or
        required by law.

       

      SECTION
        4.3  Repayment
        of Moneys Held by Note Paying Agent.
        In
        connection with the satisfaction and discharge of this Indenture with respect
        to
        the Notes, all moneys then held by any Note Paying Agent other than the Trustee
        under the provisions of this Indenture with respect to such Notes shall,
        upon
        demand of the Trust, be paid to the Trustee to be held and applied according
        to
        SECTION 3.3 and thereupon such Note Paying Agent shall be released from all
        further liability with respect to such moneys.

       

      ARTICLE
        V


       

      Remedies

       

      SECTION
        5.1  Events
        of Default.
        “Event
        of Default,”
        wherever used herein, means any one of the following events (whatever the
        reason
        for such Event of Default and whether it shall be voluntary or involuntary
        or be
        effected by operation of law or pursuant to any judgment, decree or order
        of any
        court or any order, rule or regulation of any administrative or governmental
        body):

       

      (i)  default
        in the payment of any interest on any Note when the same becomes due and
        payable, and such default shall continue for a period of five days (solely
        for
        purposes of this clause, a payment on the Notes funded by the Security Insurer
        or the Collateral Agent pursuant to the Spread Account Agreement shall be
        deemed
        to be a payment made by the Trust); or

       

      (ii)  default
        in the payment of the principal of or any installment of the principal of
        any
        Note when the same becomes due and payable (solely for purposes of this clause,
        a payment on the Notes funded by the Security Insurer or the Collateral Agent
        pursuant to the Spread Account Agreement shall be deemed to be a payment
        made by
        the Trust); or

       

      
        
          
          

        

        
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      (iii)  so
        long
        as an Insurer Default shall not have occurred and be continuing, an Insurance
        Agreement Event of Default shall have occurred; provided,
        however,
        that
        the occurrence of an Insurance Agreement Event of Default may not form the
        basis
        of an Event of Default unless the Security Insurer shall, upon prior written
        notice to the Rating Agencies, have delivered to the Trust and the Trustee
        and
        not rescinded a written notice specifying that such Insurance Agreement Event
        of
        Default constitutes an Event of Default under the Indenture; or

       

      (iv)  default
        in the observance or performance of any covenant or agreement of the Trust
        made
        in this Indenture (other than a covenant or agreement, a default in the
        observance or performance of which is elsewhere in this Section specifically
        dealt with), or any representation or warranty of the Trust made in this
        Indenture, in any Basic Document or in any certificate or any other writing
        delivered pursuant hereto or in connection herewith proving to have been
        incorrect in any material respect as of the time when the same shall have
        been
        made, and such default shall continue or not be cured, or the circumstance
        or
        condition in respect of which such misrepresentation or warranty was incorrect
        shall not have been eliminated or otherwise cured, for a period of 30 days
        (or
        for such longer period, not in excess of 90 days, as may be reasonably necessary
        to remedy such default; provided that such default is capable of remedy within
        90 days or less and the Servicer on behalf of the Owner Trustee delivers
        an
        Officer’s Certificate to the Trustee to the effect that the Trust has commenced,
        or will promptly commence and diligently pursue, all reasonable efforts to
        remedy such default) after there shall have been given, by registered or
        certified mail, to the Trust by the Trustee or to the Trust and the Trustee
        by
        the Security Insurer (or, if an Insurer Default shall have occurred and is
        continuing, by the Holders of at least 25% of the Outstanding Amount of the
        Notes), a written notice specifying such default or incorrect representation
        or
        warranty and requiring it to be remedied and stating that such notice is
        a
“Notice of Default”
        hereunder; or

       

      (v)  the
        filing of a decree or order for relief by a court having jurisdiction in
        the
        premises in respect of the Trust or any substantial part of the Trust Estate
        in
        an involuntary case under any applicable federal or state bankruptcy, insolvency
        or other similar law now or hereafter in effect, or appointing a receiver,
        liquidator, assignee, custodian, trustee, sequestrator or similar official
        of
        the Trust or for any substantial part of the Trust Estate, or ordering the
        winding-up or liquidation of the Trust’s affairs, and such decree or order shall
        remain unstayed and in effect for a period of 60 consecutive days;

       

      (vi)  the
        commencement by the Trust of a voluntary case under any applicable federal
        or
        state bankruptcy, insolvency or other similar law now or hereafter in effect,
        or
        the consent by the Trust to the entry of an order for relief in an involuntary
        case under any such law, or the consent by the Trust to the appointment or
        taking possession by a receiver, liquidator, assignee, custodian, trustee,
        sequestrator or similar official of the Trust or for any substantial part
        of the
        Trust Estate, or the making by the Trust of any general assignment for the
        benefit of creditors, or the failure by the Trust generally to pay its debts
        as
        such debts become due, or the taking of action by the Trust in furtherance
        of
        any of the foregoing; or

       

      
        
          
          

        

        
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      (vii)  the
        Trust
        becoming taxable as an association or a publicly traded partnership taxable
        as a
        corporation for federal or state income tax purposes; or

       

      (viii)  the
        Trust
        becoming subject to regulation as an investment company within the meaning
        of
        the Investment Company Act of 1940, as amended.

       

      The
        Trust
        shall deliver to the Trustee and the Security Insurer, within five days after
        the occurrence thereof, written notice in the form of an Officer’s Certificate
        of any event which with the giving of notice and the lapse of time would
        become
        an Event of Default under clause (iii), its status and what action the Trust
        is
        taking or proposes to take with respect thereto.

       

      SECTION
        5.2  Rights
        Upon Event of Default.

       

      (a)  If
        an
        Insurer Default shall not have occurred and be continuing and an Event of
        Default shall have occurred and be continuing, the Trustee shall at the written
        direction of the Security Insurer declare that the Notes shall become
        immediately due and payable at par, together with accrued interest thereon;
        provided, however, that if an Event of Default pursuant to subclauses (v)
        or
        (vi) of SECTION 5.1 shall have occurred and be continuing, the Trustee shall,
        regardless of any written direction thereto, declare that the Notes shall
        become
        immediately due and payable at par, together with accrued interest thereon.
        If
        the Notes shall have been declared immediately due and payable following
        an
        Event of Default, the Controlling Party may exercise any of the remedies
        specified in SECTION 5.4(a). In the event of any acceleration of any Notes
        by
        operation of this SECTION 5.2, the Trustee shall continue to be entitled
        to make
        claims under the Note Policy pursuant to the Sale and Servicing Agreement
        for
        Insured Payments on the Notes. Payments under the Note Policy following
        acceleration of any Notes shall be applied by the Trustee:

       

      FIRST: to
        Noteholders for amounts due and unpaid on the Notes for interest, ratably,
        without preference or priority of any kind, according to the amounts due
        and
        payable on the Notes for interest; and

       

      SECOND: to
        Noteholders for amounts due and unpaid on the Notes for principal, ratably,
        without preference or priority of any kind, according to the amounts due
        and
        payable on the Notes for principal.

       

      (b)  In
        the
        event any Notes are accelerated due to an Event of Default, the Security
        Insurer
        shall have the right (in addition to its obligation to pay Insured Payments
        on
        the Notes in accordance with the Note Policy), but not the obligation, to
        make
        payments under the Note Policy or otherwise of interest and principal due
        on
        such Notes, in whole or in part, on any date or dates following such
        acceleration as the Security Insurer, in its sole discretion, shall
        elect.

       

      (c)  If
        an
        Insurer Default shall have occurred and be continuing and an Event of Default
        shall have occurred and be continuing, the Trustee in its discretion may,
        or, if
        so requested in writing by Holders holding Notes representing not less than
        a
        majority of the Outstanding Amount of the Notes, shall declare by written
        notice
        to the Trust that the Notes become, whereupon they shall become, immediately
        due
        and payable at par, together with accrued interest thereon.

       

      
        
          
          

        

        
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      (d)  At
        any
        time after such declaration of acceleration of maturity has been made and
        before
        a judgment or decree for payment of the money due has been obtained by the
        Trustee as hereinafter in this ARTICLE V provided, then the Security Insurer
        in
        its sole discretion or if an Insurer Default has occurred and is continuing,
        the
        Noteholders representing a majority of the Outstanding Amount of the Notes,
        by
        written notice to the Trust and the Trustee, may rescind and annul such
        declaration and its consequences if:

       

      (i)  the
        Trust
        has paid or deposited with the Trustee a sum sufficient to pay:

       

      (A)  all
        payments of principal of and interest on all Notes and all other amounts
        that
        would then be due hereunder or upon such Notes if the Event of Default giving
        rise to such acceleration had not occurred; and

       

      (B)  all
        sums
        paid or advanced by the Trustee hereunder and the reasonable compensation,
        expenses, disbursements and advances of the Trustee and its agents and counsel;
        and

       

      (ii)  all
        Events of Default, other than the nonpayment of the principal of the Notes
        that
        has become due solely by such acceleration, have been cured or waived as
        provided in SECTION 5.12.

       

      No
        such
        rescission shall affect any subsequent default or impair any right consequent
        thereto.

       

      SECTION
        5.3  Collection
        of Indebtedness and Suits for Enforcement by Trustee.

       

      (a)  The
        Trust
        covenants that if (i) default is made in the payment of any interest on any
        Note
        when the same becomes due and payable, and such default continues for a period
        of five days, or (ii) default is made in the payment of the principal of
        or any
        installment of the principal of any Note when the same becomes due and payable,
        the Trust will pay to the Trustee, for the benefit of the Holders of the
        Notes,
        the whole amount then due and payable on such Notes for principal and interest,
        with interest upon the overdue principal, and, to the extent payment at such
        rate of interest shall be legally enforceable, upon overdue installments
        of
        interest, at the applicable Interest Rate and in addition thereto such further
        amount as shall be sufficient to cover the costs and expenses of collection,
        including the reasonable compensation, expenses, disbursements and advances
        of
        the Trustee and its agents and counsel. 

       

      (b)  Each
        Trust Secured Party hereby irrevocably and unconditionally appoints the
        Controlling Party as the true and lawful attorney-in-fact of such Trust Secured
        Party for so long as such Trust Secured Party is not the Controlling Party,
        with
        full power of substitution, to execute, acknowledge and deliver any notice,
        document, certificate, paper, pleading or instrument and to do in the name
        of
        the Controlling Party as well as in the name, place and stead of such Trust
        Secured Party such acts, things and deeds for or on behalf of and in the
        name of
        such Trust Secured Party under this Indenture (including specifically under
        SECTION 5.4) and under the Basic Documents which such Trust Secured Party
        could
        or might do or which may be necessary, desirable or convenient in such
        Controlling Party’s sole discretion to effect the purposes contemplated
        hereunder and under the Basic Documents and, without limitation, following
        the
        occurrence of an Event of Default, exercise full right, power and authority
        to
        take, or defer from taking, any and all acts with respect to the administration,
        maintenance or disposition of the Trust Estate. 

       

      
        
          
          

        

        
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      (c)  If
        an
        Event of Default occurs and is continuing, the Trustee may in its discretion
        but
        with the consent of the Controlling Party and shall, at the written direction
        of
        the Controlling Party, proceed to protect and enforce its rights and the
        rights
        of the Noteholders by such appropriate Proceedings as the Trustee or the
        Controlling Party shall deem most effective to protect and enforce any such
        rights, whether for the specific enforcement of any covenant or agreement
        in
        this Indenture or in aid of the exercise of any power granted herein, or
        to
        enforce any other proper remedy or legal or equitable right vested in the
        Trustee by this Indenture or by law. 

       

      (d)  [Reserved]

       

      (e)  In
        case
        there shall be pending, relative to the Trust or any other obligor upon the
        Notes or any Person having or claiming an ownership interest in the Trust
        estate, proceedings under Title 11 of the United States Code or any other
        applicable federal or State bankruptcy, insolvency or other similar law,
        or in
        case a receiver, assignee or trustee in bankruptcy or reorganization,
        liquidator, sequestrator or similar official shall have been appointed for
        or
        taken possession of the Trust or its property or such other obligor or Person,
        or in case of any other comparable judicial proceedings relative to the Trust
        or
        other obligor upon the Notes, or to the creditors or property of the Trust
        or
        such other obligor, the Trustee, irrespective of whether the principal of
        any
        Notes shall then be due and payable as therein expressed or by declaration
        or
        otherwise and irrespective of whether the Trustee shall have made any demand
        pursuant to the provisions of this Section, shall be entitled and empowered,
        by
        intervention in such proceedings or otherwise with the Security Insurer’s
        consent or at the direction of the Security Insurer (in each case, so long
        as
        the Security Insurer is the Controlling Party):

       

      (i)  to
        file
        and prove a claim or claims for the whole amount of principal and interest
        owing
        and unpaid in respect of the Notes and to file such other papers or documents
        as
        may be necessary or advisable in order to have the claims of the Trustee
        (including any claim for reasonable compensation to the Trustee and each
        predecessor Trustee, and their respective agents, attorneys and counsel,
        and for
        reimbursement of all expenses and liabilities incurred, and all advances
        made,
        by the Trustee and each predecessor Trustee, except as a result of negligence,
        bad faith or willful misconduct) and of the Noteholders allowed in such
        proceedings;

       

      (ii)  unless
        prohibited by applicable law and regulations, to vote on behalf of the
        Noteholders in any election of a trustee, a standby trustee or person performing
        similar functions in any such proceedings;

       

      (iii)  to
        collect and receive any moneys or other property payable or deliverable on
        any
        such claims and to distribute all amounts received with respect to the claims
        of
        the Noteholders and of the Trustee on their behalf; and

       

      
        
          
          

        

        
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      (iv)  to
        file
        such proofs of claim and other papers or documents as may be necessary or
        advisable in order to have the claims of the Trustee or the Noteholders allowed
        in any judicial proceedings relative to the Trust, its creditors and its
        property;

       

      and
        any
        trustee, receiver, liquidator, custodian or other similar official in any
        such
        Proceeding is hereby authorized by each of such Noteholders to make payments
        to
        the Trustee, and, in the event that the Trustee shall consent to the making
        of
        payments directly to such Noteholders, to pay to the Trustee such amounts
        as
        shall be sufficient to cover reasonable compensation to the Trustee, each
        predecessor Trustee and their respective agents, attorneys and counsel, and
        all
        other expenses and liabilities incurred, and all advances made, by the Trustee
        and each predecessor Trustee except as a result of negligence or bad
        faith.

       

      (f)  Nothing
        herein contained shall be deemed to authorize the Trustee to authorize or
        consent to or vote for or accept or adopt on behalf of any Noteholder any
        plan
        of reorganization, arrangement, adjustment or composition affecting the Notes
        or
        the rights of any Holder thereof or to authorize the Trustee to vote in respect
        of the claim of any Noteholder in any such Proceeding except, as aforesaid,
        to
        vote for the election of a trustee in bankruptcy or similar person.

       

      (g)  All
        rights of action and of asserting claims under this Indenture, the Spread
        Account Agreement or under any of the Notes, may be enforced by the Trustee
        without the possession of any of the Notes or the production thereof in any
        trial or other proceedings relative thereto, and any such action or Proceedings
        instituted by the Trustee shall be brought in its own name as trustee of
        an
        express trust, and any recovery of judgment, subject to the payment of the
        expenses, disbursements and compensation of the Trustee, each predecessor
        Trustee and their respective agents and attorneys, shall be for the ratable
        benefit of the Holders of the Notes.

       

      (h)  In
        any
        Proceedings brought by the Trustee (and also any Proceedings involving the
        interpretation of any provision of this Indenture or the Spread Account
        Agreement), the Trustee shall be held to represent all the Holders of the
        Notes,
        and it shall not be necessary to make any Noteholder a party to any such
        proceedings.

       

      SECTION
        5.4  Remedies.

       

      (a)  If
        an
        Event of Default shall have occurred and be continuing, the Controlling Party
        may do or, so long as the Security Insurer is the Controlling Party, may
        direct
        the Trustee to do, one or more of the following (subject to SECTION
        5.5):

       

      (i)  institute
        Proceedings in its own name and as trustee of an express trust for the
        collection of all amounts then payable on the Notes or under this Indenture
        with
        respect thereto, whether by declaration or otherwise, enforce any judgment
        obtained, and collect from the Trust and any other obligor upon such Notes
        moneys adjudged due;

       

      (ii)  institute
        Proceedings from time to time for the complete or partial foreclosure of
        this
        Indenture with respect to the Trust Estate;

       

      
        
          
          

        

        
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      (iii)  exercise
        any remedies of a secured party under the UCC and take any other appropriate
        action to protect and enforce the rights and remedies of the Trustee and
        the
        Holders of the Notes; and

       

      (iv)  direct
        the Trust Collateral Agent to sell the Trust Estate or any portion thereof
        or
        rights or interest therein, at one or more public or private sales called
        and
        conducted in any manner permitted by law; provided,
        however,
        that if
        the Trustee is the Controlling Party, the Trustee may not sell or otherwise
        liquidate the Trust Estate following an Event of Default unless:

       

      (A)  such
        Event of Default is of the type described in SECTION 5.1(i) or SECTION 5.1(ii);
        or

       

      (B)  either

       

      (x)
        the
        Holders of 100% of the Outstanding Amount of the Notes consent thereto,
        or

       

      (y)
        the
        proceeds of such sale or liquidation distributable to the Noteholders are
        sufficient to discharge in full all amounts then due and unpaid upon such
        Notes
        for principal and interest and amounts due to the Security Insurer,
        or

       

      (z)
        The
        Trustee determines that the Trust Estate will not continue to provide sufficient
        funds for the payment of principal of and interest on the Notes as they would
        have become due if the Notes had not been declared due and payable, and the
        Trustee provides prior written notice to the Rating Agencies and obtains
        the
        consent of Holders of 66-2/3% of the Outstanding Amount of the
        Notes.

       

      In
        determining such sufficiency or insufficiency with respect to clause (y)
        and
        (z), the Trustee may, but need not, obtain and conclusively rely upon an
        opinion
        of an Independent investment banking or accounting firm of national reputation
        as to the feasibility of such proposed action and as to the sufficiency of
        the
        Trust Estate for such purpose.

       

      SECTION
        5.5  Optional
        Preservation of the Receivables.
        If the
        Trustee is the Controlling Party and if the Notes have been declared to be
        due
        and payable under SECTION 5.2 following an Event of Default and such declaration
        and its consequences have not been rescinded and annulled, the Trustee may,
        but
        need not, elect to direct the Trust Collateral Agent to maintain possession
        of
        the Trust Estate. It is the desire of the parties hereto and the Noteholders
        that there be at all times sufficient funds for the payment of principal
        of and
        interest on the Notes and amounts due to the Security Insurer, and the Trustee
        shall take such desire into account when determining whether or not to direct
        the Trust Collateral Agent to maintain possession of the Trust Estate. In
        determining whether to direct the Trust Collateral Agent to maintain possession
        of the Trust Estate, the Trustee may, but need not, obtain and conclusively
        rely
        upon an opinion of an Independent investment banking or accounting firm of
        national reputation as to the feasibility of such proposed action and as
        to the
        sufficiency of the Trust Estate for such purpose. 

       

      
        
          
          

        

        
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      SECTION
        5.6  Priorities. 

       

      (a)  Following
        (1) the acceleration of the Notes pursuant to SECTION 5.2 or (2) if an Insurer
        Default shall have occurred and be continuing, the occurrence of an Event
        of
        Default pursuant to SECTION 5.1(i), SECTION 5.1(ii), SECTION 5.1(iv), SECTION
        5.1(v), or SECTION 5.1(vi), of this Indenture or (3) the receipt of Insolvency
        Proceeds pursuant to Section 10.1(b) of the Sale and Servicing Agreement,
        the
        Distribution Amount, including any money or property collected pursuant to
        SECTION 5.4 of this Indenture and any such Insolvency Proceeds, shall be
        applied
        by the Trust Collateral Agent on the related Distribution Date in the following
        order of priority:

       

      FIRST: amounts
        due and owing and required to be distributed to the Servicer (provided there
        is
        no Servicer Event of Default), the Owner Trustee, the Trustee, the Backup
        Servicer, the Designated Backup Subservicer, the Collateral Agent and the
        Trust
        Collateral Agent, respectively, pursuant to priorities (i) and (ii) of Section
        5.7(b) of the Sale and Servicing Agreement and not previously distributed,
        in
        the order of such priorities as set forth therein and without limitation,
        preference or priority of any kind within such priorities;

       

      SECOND: to
        Noteholders for amounts due and unpaid on the Notes for interest, ratably,
        without preference or priority of any kind, according to the amounts due
        and
        payable on the Notes for interest;

       

      THIRD: to
        Holders of the Class A-1 Notes for amounts due and unpaid on the Class A-1
        Notes
        for principal, until the Outstanding Amount of the Class A-1 Notes is reduced
        to
        zero;

       

      FOURTH: to
        Holders of the Class A-2 Notes and the Class A-3 Notes for amounts due and
        unpaid on those Notes for principal, ratably, without preference or priority
        of
        any kind, according to the amounts due and payable on those Notes for principal,
        until the Outstanding Amount of each of the Class A-2 Notes and the Class
        A-3
        Notes has been reduced to zero;

       

      FIFTH: amounts
        due and owing and required to be distributed to the Security Insurer pursuant
        to
        priority (v) or (viii) of Section 5.7(b) of the Sale and Servicing Agreement
        and
        not previously distributed);

       

      SIXTH: to
        the
        Class A-3 Notes, additional amounts due if the Servicer does not exercise
        its
        rights with respect to the optional purchase as provided in Section 10.1
        of the
        Sale and Servicing Agreement;

       

      SEVENTH: to
        the
        Collateral Agent to be applied as provided in the Spread Account
        Agreement.

       

      (b)  The
        Trustee may fix a record date and payment date for any payment to Noteholders
        pursuant to this SECTION 5.6. At least 15 days before such record date the
        Trust
        shall mail to each Noteholder and the Trustee a notice that states the record
        date, the payment date and the amount to be paid.

       

      
        
          
          

        

        
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      SECTION
        5.7  Limitation
        of Suits.
        No
        Holder of any Note shall have any right to institute any proceeding, judicial
        or
        otherwise, with respect to this Indenture, or for the appointment of a receiver
        or trustee, or for any other remedy hereunder, unless:

       

      (i)  such
        Holder has previously given written notice to the Trustee of a continuing
        Event
        of Default;

       

      (ii)  the
        Holders of not less than 25% of the Outstanding Amount of the Notes have
        made
        written request to the Trustee to institute such Proceeding in respect of
        such
        Event of Default in its own name as Trustee hereunder;

       

      (iii)  such
        Holder or Holders have offered to the Trustee indemnity reasonably satisfactory
        to it against the costs, expenses and liabilities to be incurred in complying
        with such request; 

       

      (iv)  the
        Trustee for 60 days after its receipt of such notice, request and offer of
        indemnity has failed to institute such Proceedings;

       

      (v)  no
        direction inconsistent with such written request has been given to the Trustee
        during such 60-day period by the Holders of a majority of the Outstanding
        Amount
        of the Notes; and

       

      (vi)  an
        Insurer Default shall have occurred and be continuing;

       

      it
        being
        understood and intended that no one or more Noteholders shall have any right
        in
        any manner whatever by virtue of, or by availing of, any provision of this
        Indenture to affect, disturb or prejudice the rights of any other Noteholders
        or
        to obtain or to seek to obtain priority or preference over any other Holders
        or
        to enforce any right under this Indenture, except in the manner herein
        provided.

       

      SECTION
        5.8  Unconditional
        Rights of Noteholders To Receive Principal and Interest.
        Notwithstanding any other provisions in this Indenture, the Holder of any
        Note
        shall have the right, which is absolute and unconditional, to receive payment
        of
        the principal of and interest, if any, on such Note on or after the respective
        due dates thereof expressed in such Note or in this Indenture (or, in the
        case
        of redemption, on or after the Redemption Date) and to institute suit for
        the
        enforcement of any such payment, and such right shall not be impaired without
        the consent of such Holder. 

       

      SECTION
        5.9  Restoration
        of Rights and Remedies.
        If the
        Controlling Party or any Noteholder has instituted any Proceeding to enforce
        any
        right or remedy under this Indenture and such proceeding has been discontinued
        or abandoned for any reason or has been determined adversely to the Trustee
        or
        to such Noteholder, then and in every such case the Trust, the Trustee and
        the
        Noteholders shall, subject to any determination in such Proceeding, be restored
        severally and respectively to their former positions hereunder, and thereafter
        all rights and remedies of the Trustee and the Noteholders shall continue
        as
        though no such Proceeding had been instituted.

       

      SECTION
        5.10  Rights
        and Remedies Cumulative.
        No right
        or remedy herein conferred upon or reserved to the Controlling Party or to
        the
        Noteholders is intended to be exclusive of any other right or remedy, and
        every
        right and remedy shall, to the extent permitted by law, be cumulative and
        in
        addition to every other right and remedy given hereunder or now or hereafter
        existing at law or in equity or otherwise. The assertion or employment of
        any
        right or remedy hereunder, or otherwise, shall not prevent the concurrent
        assertion or employment of any other appropriate right or remedy.

       

      
        
          
          

        

        
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      SECTION
        5.11  Delay
        or Omission Not a Waiver.
        No
        delay or omission of the Trustee, the Controlling Party, the Security Insurer
        or
        any Holder of any Note to exercise any right or remedy accruing upon any
        Default
        or Event of Default shall impair any such right or remedy or constitute a
        waiver
        of any such Default or Event of Default or an acquiescence therein. Every
        right
        and remedy given by this ARTICLE V or by law to the Trustee or to the
        Noteholders may be exercised from time to time, and as often as may be deemed
        expedient, by the Trustee or by the Noteholders, as the case may
        be.

       

      SECTION
        5.12  Control
        by Noteholders.
        If the
        Trustee is the Controlling Party, the Holders of a majority of the Outstanding
        Amount of the Notes shall have the right to direct the time, method and place
        of
        conducting any Proceeding for any remedy available to the Trustee with respect
        to the Notes or exercising any trust or power conferred on the Trustee; provided
        that

       

      (i)  such
        direction shall not be in conflict with any rule of law or with this
        Indenture;

       

      (ii)  subject
        to the express terms of SECTION 5.4, any direction to the Trustee to sell
        or
        liquidate the Trust Estate shall be by the Noteholders representing not less
        than 100% of the Outstanding Amount of the Notes;

       

      (iii)  if
        the
        conditions set forth in SECTION 5.5 have been satisfied and the Trustee elects
        to retain the Trust Estate pursuant to such Section, then any direction to
        the
        Trustee by Noteholders representing less than 100% of the Outstanding Amount
        of
        the Notes to sell or liquidate the Trust Estate shall be of no force and
        effect;
        and

       

      (iv)  the
        Trustee may take any other action deemed proper by the Trustee that is not
        inconsistent with such direction;

       

      provided,
        however,
        that,
        subject to ARTICLE VI, the Trustee need not take any action that it determines
        might involve it in liability, financial or otherwise, without receiving
        indemnity satisfactory to it, or might materially adversely affect the rights
        of
        any Noteholders not consenting to such action.

       

      SECTION
        5.13  Waiver
        of Past Defaults.
        Prior
        to the declaration of the acceleration of the maturity of the Notes as provided
        in SECTION 5.4, the Security Insurer or, if an Insurer Default shall have
        occurred and be continuing, the Noteholders of not less than a majority of
        the
        Outstanding Amount of the Notes may waive any past Default or Event of Default
        and its consequences except a Default (a) in payment of principal of or interest
        on any of the Notes or (b) in respect of a covenant or provision hereof which
        cannot be modified or amended without the consent of the Holder of each Note.
        In
        the case of any such waiver, the Trust, the Trustee and the Holders of the
        Notes
        shall be restored to their former positions and rights hereunder, respectively;
        but no such waiver shall extend to any subsequent or other Default or impair
        any
        right consequent thereto. 

       

      
        
          
          

        

        
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      Upon
        any
        such waiver, such Default shall cease to exist and be deemed to have been
        cured
        and not to have occurred, and any Event of Default arising therefrom shall
        be
        deemed to have been cured and not to have occurred, for every purpose of
        this
        Indenture; but no such waiver shall extend to any subsequent or other Default
        or
        Event of Default or impair any right consequent thereto.

       

      SECTION
        5.14  Undertaking
        for Costs.
        All
        parties to this Indenture agree, and each Holder of any Note by such Holder’s
        acceptance thereof shall be deemed to have agreed, that any court may in
        its
        discretion require, in any suit for the enforcement of any right or remedy
        under
        this Indenture, or in any suit against the Trustee for any action taken,
        suffered or omitted by it as Trustee, the filing by any party litigant in
        such
        suit of an undertaking to pay the costs of such suit, and that such court
        may in
        its discretion assess reasonable costs and expenses, including reasonable
        attorneys’ fees and expenses, against any party litigant in such suit, having
        due regard to the merits and good faith of the claims or defenses made by
        such
        party litigant; but the provisions of this Section shall not apply to (a)
        any
        suit instituted by the Trustee, (b) any suit instituted by any Noteholder,
        or
        group of Noteholders, in each case holding in the aggregate more than 10%
        of the
        Outstanding Amount of the Notes or (c) any suit instituted by any Noteholder
        for
        the enforcement of the payment of principal of or interest on any Note on
        or
        after the respective due dates expressed in such Note and in this Indenture
        (or,
        in the case of redemption, on or after the Redemption Date).

       

      SECTION
        5.15  Waiver
        of Stay or Extension Laws.
        The
        Trust covenants (to the extent that it may lawfully do so) that it will not
        at
        any time insist upon, or plead or in any manner whatsoever, claim or take
        the
        benefit or advantage of, any stay or extension law wherever enacted, now
        or at
        any time hereafter in force, that may affect the covenants or the performance
        of
        this Indenture; and the Trust (to the extent that it may lawfully do so)
        hereby
        expressly waives all benefit or advantage of any such law, and covenants
        that it
        will not hinder, delay or impede the execution of any power herein granted
        to
        the Trustee, but will suffer and permit the execution of every such power
        as
        though no such law had been enacted.

       

      SECTION
        5.16  Action
        on Notes.
        The
        Trustee’s right to seek and recover judgment on the Notes or under this
        Indenture shall not be affected by the seeking, obtaining or application
        of any
        other relief under or with respect to this Indenture. Neither the lien of
        this
        Indenture nor any rights or remedies of the Trustee or the Noteholders shall
        be
        impaired by the recovery of any judgment by the Trustee against the Trust
        or by
        the levy of any execution under such judgment upon any portion of the Trust
        Estate or upon any of the assets of the Trust.

       

      SECTION
        5.17  Performance
        and Enforcement of Certain Obligations.

       

      (a)  Promptly
        following a request from the Trustee to do so and at the Servicer’s expense, the
        Trust agrees to take all such lawful action as the Trustee may request to
        compel
        or secure the performance and observance by the Seller and the Servicer,
        as
        applicable, of each of their obligations to the Trust under or in connection
        with the Sale and Servicing Agreement in accordance with the terms thereof,
        and
        to exercise any and all rights, remedies, powers and privileges lawfully
        available to the Trust under or in connection with the Sale and Servicing
        Agreement to the extent and in the manner directed by the Trustee, including
        the
        transmission of notices of default on the part of the Seller or the Servicer
        thereunder and the institution of legal or administrative actions or Proceedings
        to compel or secure performance by the Seller or the Servicer of each of
        their
        obligations under the Sale and Servicing Agreement.

       

      
        
          
          

        

        
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      (b)  If
        the
        Trustee is a Controlling Party and if an Event of Default has occurred and
        is
        continuing, the Trustee may, and, at the written direction of the Holders
        of
        66-2/3% of the Outstanding Amount of the Notes shall, subject to ARTICLE
        VI,
        exercise all rights, remedies, powers, privileges and claims of the Trust
        against the Seller or the Servicer under or in connection with the Sale and
        Servicing Agreement, including the right or power to take any action to compel
        or secure performance or observance by the Seller or the Servicer of each
        of
        their obligations to the Trust thereunder and to give any consent, request,
        notice, direction, approval, extension or waiver under the Sale and Servicing
        Agreement, and any right of the Trust to take such action shall be
        suspended.

       

      ARTICLE
        VI


       

      The
        Trustee and the Trust Collateral Agent

       

      SECTION
        6.1  Duties
        of Trustee.

       

      (a)  If
        an
        Event of Default has occurred and is continuing, the Trustee shall exercise
        the
        rights and powers vested in it by this Indenture and the Basic Documents
        to
        which it is a Party and use the same degree of care and skill in its exercise
        as
        a prudent person would exercise or use under the circumstances in the conduct
        of
        such person’s own affairs.

       

      (b)  Except
        during the continuance of an Event of Default:

       

      (i)  the
        Trustee undertakes to perform such duties and only such duties as are
        specifically set forth in this Indenture and no implied covenants or obligations
        shall be read into this Indenture against the Trustee; and

       

      (ii)  in
        the
        absence of bad faith on its part, the Trustee may conclusively rely, as to
        the
        truth of the statements and the correctness of the opinions expressed therein,
        upon certificates or opinions furnished to the Trustee and conforming to
        the
        requirements of this Indenture; however, the Trustee shall examine the
        certificates and opinions to determine whether or not they conform on their
        face
        to the requirements of this Indenture.

       

      (c)  The
        Trustee may not be relieved from liability for its own negligent action,
        its own
        negligent failure to act or its own willful misconduct, except
        that:

       

      (i)  this
        paragraph does not limit the effect of paragraph (b) of this
        Section;

       

      (ii)  the
        Trustee shall not be liable for any error of judgment made in good faith
        by a
        Responsible Officer unless it is proved that the Trustee was negligent in
        ascertaining the pertinent facts; and

       

      
        
          
          

        

        
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      (iii)  the
        Trustee shall not be liable with respect to any action it takes or omits
        to take
        in good faith in accordance with a direction received by it pursuant to SECTION
        5.12.

       

      (d)  The
        Trustee shall not be liable for interest on any money received by it except
        as
        the Trustee may agree in writing with the Trust.

       

      (e)  Money
        held in trust by the Trustee need not be segregated from other funds except
        to
        the extent required by law or the terms of this Indenture or the Sale and
        Servicing Agreement.

       

      (f)  No
        provision of this Indenture shall require the Trustee to expend or risk its
        own
        funds or otherwise incur financial liability in the performance of any of
        its
        duties hereunder or in the exercise of any of its rights or powers, if it
        shall
        have reasonable grounds to believe that repayment of such funds or indemnity
        reasonably satisfactory to it against such risk or liability is not assured
        to
        it.

       

      (g)  Every
        provision of this Indenture relating to the conduct or affecting the liability
        of or affording protection to the Trustee shall be subject to the provisions
        of
        this SECTION 6.1 and to the provisions of the TIA.

       

      (h)  The
        Trustee shall, upon two Business Days’ prior notice to the Trustee, permit any
        representative of the Security Insurer at the expense of the Trust, during
        the
        Trustee’s normal business hours, to examine all books of account, records,
        reports and other papers of the Trustee relating to the Notes, to make copies
        and extracts therefrom and to discuss the Trustee’s affairs and actions, as such
        affairs and actions relate to the Trustee’s duties with respect to the Notes,
        with the Trustee’s officers and employees responsible for carrying out the
        Trustee’s duties with respect to the Notes.

       

      (i)  The
        Trustee shall, and hereby agrees that it will, perform all of the obligations
        and duties required of it under the Sale and Servicing Agreement.

       

      (j)  The
        Trustee shall, and hereby agrees that it will, hold the Note Policy in trust,
        and will hold any proceeds of any claim on the Note Policy in trust solely
        for
        the use and benefit of the Noteholders.

       

      (k)  Without
        limiting the generality of this SECTION 6.1, the Trustee shall have no duty
        (i)
        to see to any recording, filing or depositing of this Indenture or any agreement
        referred to herein or any financing statement evidencing a security interest
        in
        the Financed Vehicles, or to see to the maintenance of any such recording
        or
        filing or depositing or to any recording, refiling or redepositing of any
        thereof, (ii) to see to any insurance of the Financed Vehicles or Obligors
        or to
        effect or maintain any such insurance, (iii) to see to the payment or discharge
        of any tax, assessment or other governmental charge or any Lien or encumbrance
        of any kind owing with respect to, assessed or levied against any part of
        the
        Trust, (iv) to confirm or verify the contents of any reports or certificates
        delivered to the Trustee pursuant to this Indenture or the Sale and Servicing
        Agreement believed by the Trustee to be genuine and to have been signed or
        presented by the proper party or parties, or (v) to inspect the Financed
        Vehicles at any time or ascertain or inquire as to the performance of observance
        of any of the Trust’s, the Seller’s or the Servicer’s representations,
        warranties or covenants or the Servicer’s duties and obligations as Servicer and
        as custodian of the Receivable Files under the Sale and Servicing
        Agreement.

       

      
        
          
          

        

        
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      (l)  In
        no
        event shall Deutsche Bank Trust Company Americas, in any of its capacities
        hereunder, be deemed to have assumed any duties of the Owner Trustee under
        the
        Delaware Statutory Trust Statute, common law, or the Trust
        Agreement.

       

      SECTION
        6.2  Rights
        of Trustee.

       

      (a)  The
        Trustee may conclusively rely on any document believed by it to be genuine
        and
        to have been signed or presented by the proper person. The Trustee need not
        investigate any fact or matter stated in the document.

       

      (b)  Before
        the Trustee acts or refrains from acting, it may require an Officer’s
        Certificate or an Opinion of Counsel. The Trustee shall not be liable for
        any
        action it takes or omits to take in good faith in reliance on the Officer’s
        Certificate or Opinion of Counsel.

       

      (c)  The
        Trustee may execute any of the trusts or powers hereunder or perform any
        duties
        hereunder either directly or by or through agents or attorneys or a custodian
        or
        nominee, and the Trustee shall not be responsible for any misconduct or
        negligence on the part of, or for the supervision of, the Trust, UPFC Auto
        Financing Corporation, United Auto Credit Corporation or CenterOne Financial
        Services LLC or any other such agent, attorney, custodian or nominee appointed
        with due care by it hereunder.

       

      (d)  The
        Trustee shall not be liable for any action it takes or omits to take in good
        faith which it believes to be authorized or within its rights or powers;
        provided,
        however,
        that
        the Trustee’s conduct does not constitute willful misconduct, negligence or bad
        faith.

       

      (e)  The
        Trustee may consult with counsel, and the advice or opinion of counsel with
        respect to legal matters relating to this Indenture and the Notes shall be
        full
        and complete authorization and protection from liability in respect to any
        action taken, omitted or suffered by it hereunder in good faith and in
        accordance with the advice or opinion of such counsel.

       

      (f)  The
        Trustee shall be under no obligation to institute, conduct or defend any
        litigation under this Indenture or in relation to this Indenture, at the
        request, order or direction of any of the Noteholders or the Controlling
        Party,
        pursuant to the provisions of this Indenture, unless such Noteholders or
        the
        Controlling Party shall have offered to the Trustee reasonable security or
        indemnity against the costs, expenses and liabilities that may be incurred
        therein or thereby; provided,
        however,
        that
        the Trustee shall, upon the occurrence of an Event of Default (that has not
        been
        cured), exercise the rights and powers vested in it by this Indenture with
        reasonable care and skill.

       

      (g)  The
        Trustee shall not be bound to make any investigation into the facts or matters
        stated in any resolution, certificate, statement, instrument, opinion, report,
        notice, request, consent, order, approval, bond or other paper or document,
        unless requested in writing to do so by the Security Insurer (so long as
        no
        Insurer Default shall have occurred and be continuing) or (if an Insurer
        Default
        shall have occurred and be continuing) by the Noteholders evidencing not
        less
        than 25% of the Outstanding Amount thereof; provided,
        however,
        that
        the Trustee may require reasonable indemnity against such cost, expense or
        liability as a condition to so proceeding; the reasonable expense of every
        such
        examination shall be paid by the Person making such request, or, if paid
        by the
        Trustee, shall be reimbursed by the Person making such request upon
        demand.

       

      
        
          
          

        

        
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      (h)  The
        Trustee shall not be liable for any losses on investments except for losses
        resulting from the failure of the Trustee to make an investment in accordance
        with written instructions given in accordance hereunder. If the Trustee acts
        as
        the Note Paying Agent or Note Registrar, the rights and protections afforded
        to
        the Trustee shall be afforded to the Note Paying Agent and Note
        Registrar.

       

      SECTION
        6.3  Individual
        Rights of Trustee.
        The
        Trustee in its individual or any other capacity may become the owner or pledgee
        of Notes and may otherwise deal with the Trust or its Affiliates with the
        same
        rights it would have if it were not Trustee. Any Note Paying Agent, Note
        Registrar, co-registrar or co-Note Paying Agent may do the same with like
        rights. However, the Trustee must comply with SECTION 6.11, and SECTION
        6.12.

       

      SECTION
        6.4  Trustee’s
        Disclaimer.
        The
        Trustee shall not be responsible for and makes no representation as to the
        validity or adequacy of this Indenture, the Trust Estate or the Notes, it
        shall
        not be accountable for the Trust’s use of the proceeds from the Notes, and it
        shall not be responsible for any statement of the Trust in the Indenture
        or in
        any document issued in connection with the sale of the Notes or in the Notes
        other than the Trustee’s certificate of authentication.

       

      SECTION
        6.5  Notice
        of
        Defaults.
        If an
        Event of Default occurs and is continuing and if it is either known by, or
        written notice of the existence thereof has been delivered to, a Responsible
        Officer of the Trustee, the Trustee shall mail to each Noteholder and the
        Security Insurer notice of the Default within 90 days after such knowledge
        or
        notice occurs. Except in the case of a Default in payment of principal of
        or
        interest on any Note (including payments pursuant to the mandatory redemption
        provisions of such Note), the Trustee may withhold the notice if and so long
        as
        it in good faith determines that withholding the notice is in the interests
        of
        Noteholders.

       

      SECTION
        6.6  Reports
        by Trustee to Holders.
        The
        Trustee shall deliver to each Noteholder such information as may be reasonably
        required to enable such Holder to prepare its federal and state income tax
        returns.

       

      SECTION
        6.7  Compensation
        and Indemnity.

       

      (a)  Pursuant
        to Section 5.7(b) of the Sale and Servicing Agreement, the Trust shall, or
        shall
        cause the Servicer to, pay to the Trustee, the Collateral Agent, the Trust
        Collateral Agent, the Backup Servicer and the Designated Backup Subservicer,
        from time to time compensation for their respective services. The Trustee’s
        compensation shall not be limited by any law on compensation of a trustee
        of an
        express trust. The Trust shall cause the Servicer to reimburse the Trustee,
        the
        Trust Collateral Agent, the Collateral Agent, the Backup Servicer and the
        Designated Backup Subservicer for all reasonable out-of-pocket expenses incurred
        or made by it, including costs of collection, in addition to the compensation
        for its services. Such expenses shall include the reasonable compensation
        and
        expenses, disbursements and advances of the Trustee’s, the Backup Servicer’s,
        the Designated Backup Subservicer’s, the Collateral Agent’s and the Trust
        Collateral Agent’s agents, counsel, accountants and experts. The Trust shall
        cause the Servicer to indemnify the Trustee, the Trust Collateral Agent,
        the
        Collateral Agent, the Backup Servicer, the Designated Backup Subservicer
        and
        their respective officers, directors, employees and agents against any and
        all
        loss, liability or expense (including attorneys’ fees and expenses) incurred by
        each of them in connection with the acceptance or the administration of this
        Trust and the performance of its duties hereunder and under the Basic Documents.
        The Trustee, Trust Collateral Agent, the Collateral Agent, the Backup Servicer
        or the Designated Backup Subservicer shall notify the Trust and the Servicer
        promptly of any claim for which it may seek indemnity. Failure by the Trustee,
        the Trust Collateral Agent, the Collateral Agent, the Backup Servicer or
        the
        Designated Backup Subservicer to so notify the Trust and the Servicer shall
        not
        relieve the Trust of its obligations hereunder or the Servicer of its
        obligations under Article XI of the Sale and Servicing Agreement. The Trust
        shall cause the Servicer to defend the claim, and the Trustee, Trust Collateral
        Agent, the Collateral Agent, the Backup Servicer or the Designated Backup
        Subservicer may have separate counsel and the Trust shall cause the Servicer
        to
        pay the fees and expenses of such counsel. Neither the Trust nor the Servicer
        need reimburse any expense or indemnify against any loss, liability or expense
        incurred by the Trustee, Trust Collateral Agent, Collateral Agent, Backup
        Servicer or the Designated Backup Subservicer through the Trustee’s, Trust
        Collateral Agent’s, Collateral Agent’s, Backup Servicer’s or the Designated
        Backup Subservicer’s own willful misconduct, negligence or bad
        faith.

       

      
        
          
          

        

        
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      (b)  The
        Trust’s payment obligations to the Trustee pursuant to this Section shall
        survive the discharge of this Indenture or the earlier resignation or removal
        of
        the Trustee or the Trust Collateral Agent or the Collateral Agent or the
        Backup
        Servicer or the Designated Backup Subservicer. When the Trustee, the Trust
        Collateral Agent, the Collateral Agent, the Backup Servicer or the Designated
        Backup Subservicer incurs expenses after the occurrence of a Default specified
        in SECTION 5.1(v) or SECTION 5.1(vi) with respect to the Trust, the expenses
        are
        intended to constitute expenses of administration under Title 11 of the United
        States Code or any other applicable federal or State bankruptcy, insolvency
        or
        similar law. Notwithstanding anything else set forth in this Indenture or
        the
        Basic Documents, the Trustee agrees that the obligations of the Trust (but
        not
        the Servicer) to the Trustee hereunder and under the Basic Documents shall
        be
        with recourse to the Trust Estate only and specifically shall not be recourse
        to
        the assets of the Certificateholder or any Noteholder. In addition, the Trustee
        agrees that its recourse to the Trust, the Trust Estate, the Seller and amounts
        held pursuant of the Spread Account Agreement shall be limited to the right
        to
        receive the distributions referred to in Section 5.7(b) of the Sale and
        Servicing Agreement.

       

      (c)  In
        no
        event shall the Trustee, the Trust Collateral Agent, the Collateral Agent,
        the
        Backup Servicer and the Designated Backup Subservicer be liable for any
        indirect, special, punitive or consequential loss or damage of any kind
        whatsoever, including, but not limited to, lost profits, even if the Trustee,
        the Trust Collateral Agent, the Collateral Agent, the Backup Servicer and
        the
        Designated Backup Subservicer have been advised of the likelihood of such
        loss
        or damage and regardless of the form of action.

       

      
        
          
          

        

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

       

      SECTION
        6.8  Replacement
        of Trustee.
        The
        Trustee may resign at any time by so notifying the Trust and the Security
        Insurer. The Trust may and, at the request of the Security Insurer (unless
        an
        Insurer Default shall have occurred and be continuing) shall, remove the
        Trustee, if:

       

      (i)  the
        Trustee fails to comply with SECTION 6.11;

       

      (ii)  a
        court
        having jurisdiction in the premises in respect of the Trustee in an involuntary
        case or proceeding under federal or State banking or bankruptcy laws, as
        now or
        hereafter constituted, or any other applicable federal or State bankruptcy,
        insolvency or other similar law, shall have entered a decree or order granting
        relief or appointing a receiver, liquidator, assignee, custodian, trustee,
        conservator, sequestrator (or similar official) for the Trustee or for any
        substantial part of the Trustee’s property, or ordering the winding-up or
        liquidation of the Trustee’s affairs;

       

      (iii)  an
        involuntary case under the federal bankruptcy laws, as now or hereafter in
        effect, or another present or future federal or State bankruptcy, insolvency
        or
        similar law is commenced with respect to the Trustee and such case is not
        dismissed within 60 days;

       

      (iv)  the
        Trustee commences a voluntary case under any federal or state banking or
        bankruptcy laws, as now or hereafter constituted, or any other applicable
        federal or State bankruptcy, insolvency or other similar law, or consents
        to the
        appointment of or taking possession by a receiver, liquidator, assignee,
        custodian, trustee, conservator, sequestrator (or other similar official)
        for
        the Trustee or for any substantial part of the Trustee’s property, or makes any
        assignment for the benefit of creditors or fails generally to pay its debts
        as
        such debts become due or takes any action in furtherance of any of the
        foregoing; or

       

      (v)  the
        Trustee otherwise becomes incapable of acting.

       

      If
        the
        Trustee resigns or is removed or if a vacancy exists in the office of Trustee
        for any reason (the Trustee in such event being referred to herein as the
        retiring Trustee), the Trust shall promptly appoint a successor Trustee
        acceptable to the Security Insurer (so long as an Insurer Default shall not
        have
        occurred and be continuing). If the Trust fails to appoint such a successor
        Trustee, the Security Insurer may appoint a successor Trustee.

       

      A
        successor Trustee shall deliver a written acceptance of its appointment to
        the
        retiring Trustee, the Security Insurer and to the Trust. Thereupon the
        resignation or removal of the retiring Trustee shall become effective, and
        the
        successor Trustee shall have all the rights, powers and duties of the retiring
        Trustee under this Indenture subject to satisfaction of the Rating Agency
        Condition. The successor Trustee shall mail a notice of its succession to
        Noteholders. The retiring Trustee shall promptly transfer all property held
        by
        it as Trustee to the successor Trustee.

       

      
        
          
          

        

        
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      If
        a
        successor Trustee does not take office within 45 days after the retiring
        Trustee
        resigns or is removed, the retiring Trustee, the Trust, the Security Insurer
        or
        the Holders of a majority in Outstanding Amount of the Notes may petition
        any
        court of competent jurisdiction for the appointment of a successor
        Trustee.

       

      If
        the
        Trustee fails to comply with SECTION 6.11, the Security Insurer, so long
        as the
        Insurer is the Controlling Party, or, if the Security Insurer is not the
        Controlling Party, any Noteholder may petition any court of competent
        jurisdiction for the removal of the Trustee and the appointment of a successor
        Trustee.

       

      Any
        resignation or removal of the Trustee and appointment of a successor Trustee
        pursuant to any of the provisions of this Section shall not become effective
        until acceptance of appointment by the successor Trustee pursuant to SECTION
        6.8
        and payment of all fees and expenses owed to the outgoing Trustee.

       

      Notwithstanding
        the replacement of the Trustee pursuant to this Section, the Trust’s and the
        Servicer’s obligations under SECTION 6.7 shall continue for the benefit of the
        retiring Trustee.

       

      SECTION
        6.9  Successor
        Trustee by Merger.
        If the
        Trustee consolidates with, merges or converts into, or transfers all or
        substantially all its corporate trust business or assets to, another corporation
        or banking association, the resulting, surviving or transferee corporation
        without any further act shall be the successor Trustee. The Trustee shall
        provide the Rating Agencies and the Security Insurer prior written notice
        of any
        such transaction.

       

      In
        case
        at the time such successor or successors by merger, conversion or consolidation
        to the Trustee shall succeed to the trusts created by this Indenture any
        of the
        Notes shall have been authenticated but not delivered, any such successor
        to the
        Trustee may adopt the certificate of authentication of any predecessor trustee,
        and deliver such Notes so authenticated; and in case at that time any of
        the
        Notes shall not have been authenticated, any successor to the Trustee may
        authenticate such Notes either in the name of any predecessor hereunder or
        in
        the name of the successor to the Trustee; and in all such cases such
        certificates shall have the full force which it is anywhere in the Notes
        or in
        this Indenture provided that the certificate of the Trustee shall
        have.

       

      SECTION
        6.10  Appointment
        of Co-Trustee or Separate Trustee. 

       

      (a)  Notwithstanding
        any other provisions of this Indenture, at any time, for the purpose of meeting
        any legal requirement of any jurisdiction in which any part of the Trust
        Estate
        may at the time be located, the Trustee with the consent of the Security
        Insurer
        (so long as an Insurer Default shall not have occurred and be continuing)
        shall
        have the power and may execute and deliver all instruments to appoint one
        or
        more Persons to act as a co-trustee or co-trustees, or separate trustee or
        separate trustees, of all or any part of the Trust Estate, and to vest in
        such
        Person or Persons, in such capacity and for the benefit of the Noteholders,
        such
        title to the Trust Estate, or any part hereof, and, subject to the other
        provisions of this Section, such powers, duties, obligations, rights and
        trusts
        as the Trustee may consider necessary or desirable. No co-trustee or separate
        trustee hereunder shall be required to meet the terms of eligibility as a
        successor trustee under SECTION 6.11 and no notice to Noteholders of the
        appointment of any co-trustee or separate trustee shall be required under
        SECTION 6.8 hereof.

       

      
        
          
          

        

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

       

      (i)  all
        rights, powers, duties and obligations conferred or imposed upon the Trustee
        shall be conferred or imposed upon and exercised or performed by the 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
        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
        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 Estate 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 Trustee;

       

      (ii)  no
        trustee hereunder shall be personally liable by reason of any act or omission
        of
        any other trustee hereunder, including acts or omissions of predecessor or
        successor trustees; and

       

      (iii)  the
        Trustee may at any time accept the resignation of or remove any separate
        trustee
        or co-trustee.

       

      (c)  Any
        notice, request or other writing given to the 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 Indenture and the conditions of this ARTICLE
        VI.
        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 Trustee or separately,
        as may
        be provided therein, subject to all the provisions of this Indenture,
        specifically including every provision of this Indenture relating to the
        conduct
        of, affecting the liability of, or affording protection to, the Trustee.
        Every
        such instrument shall be filed with the Trustee.

       

      (d)  Any
        separate trustee or co-trustee may at any time constitute the 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 Indenture on its
        behalf
        and in its name. If any separate trustee or co-trustee shall die, dissolve,
        become insolvent, become incapable of acting, resign or be removed, all of
        its
        estates, properties, rights, remedies and trusts shall invest in and be
        exercised by the Trustee, to the extent permitted by law, without the
        appointment of a new or successor trustee.

       

      
        
          
          

        

        
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      (e)  Any
        and
        all amounts relating to the fees and expenses of the co-trustee or separate
        trustee will be borne by the Trust Estate.

       

      SECTION
        6.11  Eligibility:
        Disqualification.
        The
        Trustee shall at all times satisfy the requirements of TIA § 310(a). The
        Trustee shall have a combined capital and surplus of at least $50,000,000
        as set
        forth in its most recent published annual report of condition and it shall
        have
        a long term, senior unsecured debt rating of BBB-, or an equivalent rating,
        or
        better by the Rating Agencies. The Trustee shall provide copies of such reports
        to the Security Insurer upon request. The Trustee shall comply with TIA
§ 310(b).

       

      SECTION
        6.12  Preferential
        Collection of Claims Against Trust.
        The
        Trustee shall comply with TIA § 311(a), excluding any creditor relationship
        listed in TIA § 311(b). A Trustee who has resigned or been removed shall be
        subject to TIA § 311(a) to the extent indicated.

       

      SECTION
        6.13  Appointment
        and Powers.
        Subject
        to the terms and conditions hereof, each of the Trust Secured Parties hereby
        appoints Deutsche Bank Trust Company Americas, as the Trust Collateral Agent
        with respect to the Collateral, and Deutsche Bank Trust Company Americas
        hereby
        accepts such appointment and agrees to act as Trust Collateral Agent with
        respect to the Collateral for the Trust Secured Parties, to maintain custody
        and
        possession of such Collateral (except as otherwise provided hereunder) and
        to
        perform the other duties of the Trust Collateral Agent in accordance with
        the
        provisions of this Indenture and the other Basic Documents. Each Trust Secured
        Party hereby authorizes the Trust Collateral Agent to take such action on
        its
        behalf, and to exercise such rights, remedies, powers and privileges hereunder,
        as the Controlling Party may direct and as are specifically authorized to
        be
        exercised by the Trust Collateral Agent by the terms hereof, together with
        such
        actions, rights, remedies, powers and privileges as are reasonably incidental
        thereto, including, but not limited to, the execution of any powers of attorney.
        The Trust Collateral Agent shall act upon and in compliance with the written
        instructions of the Controlling Party delivered pursuant to this Indenture
        promptly following receipt of such written instructions; provided that the
        Trust
        Collateral Agent shall not act in accordance with any instructions (i) which
        are
        not authorized by, or are in violation of the provisions of, this Indenture,
        (ii) which are in violation of any applicable law, rule or regulation or
        (iii)
        for which the Trust Collateral Agent has not received reasonable indemnity.
        Receipt of such instructions shall not be a condition to the exercise by
        the
        Trust Collateral Agent of its express duties hereunder, except where this
        Indenture provides that the Trust Collateral Agent is permitted to act only
        following and in accordance with such instructions.

       

      SECTION
        6.14  Performance
        of Duties.
        The
        Trust Collateral Agent shall have no duties or responsibilities except those
        expressly set forth in this Indenture and the other Basic Documents to which
        the
        Trust Collateral Agent is a party or as directed by the Controlling Party
        in
        accordance with this Indenture. The Trust Collateral Agent shall not be required
        to take any discretionary actions hereunder except at the written direction
        and
        with the indemnification of the Controlling Party (or, if the Controlling
        Party
        is the Trustee, with the indemnification of the Noteholders). The Trust
        Collateral Agent shall, and hereby agrees that it will, subject to this Article,
        perform all of the duties and obligations required of it under the Sale and
        Servicing Agreement.

       

      
        
          
          

        

        
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      SECTION
        6.15  Limitation
        on Liability.
        Neither
        the Trust Collateral Agent nor any of its directors, officers or employees
        shall
        be liable for any action taken or omitted to be taken by it or them hereunder,
        or in connection herewith, except that the Trust Collateral Agent shall be
        liable for its negligence, bad faith or willful misconduct; nor shall the
        Trust
        Collateral Agent be responsible for the validity, effectiveness, value,
        sufficiency or enforceability against the Trust of this Indenture or any
        of the
        Collateral (or any part thereof). Notwithstanding any term or provision of
        this
        Indenture, the Trust Collateral Agent shall incur no liability to the Trust
        or
        the Trust Secured Parties for any action taken or omitted by the Trust
        Collateral Agent in connection with the Collateral, except for the negligence,
        bad faith or willful misconduct on the part of the Trust Collateral Agent,
        and,
        further, shall incur no liability to the Trust Secured Parties except for
        negligence, bad faith or willful misconduct in carrying out its duties to
        the
        Trust Secured Parties. The Trust Collateral Agent shall be protected and
        shall
        incur no liability to any such party in relying upon the accuracy, acting
        in
        reliance upon the contents, and assuming the genuineness of any notice, demand,
        certificate, signature, instrument or other document reasonably believed
        by the
        Trust Collateral Agent to be genuine and to have been duly executed by the
        appropriate signatory, and (absent actual knowledge to the contrary by a
        Responsible Officer of the Trust Collateral Agent) the Trust Collateral Agent
        shall not be required to make any independent investigation with respect
        thereto. The Trust Collateral Agent shall at all times be free independently
        to
        establish to its reasonable satisfaction, but shall have no duty to
        independently verify, the existence or nonexistence of facts that are a
        condition to the exercise or enforcement of any right or remedy hereunder
        or
        under any of the Basic Documents. The Trust Collateral Agent may consult
        with
        counsel, and shall not be liable for any action taken or omitted to be taken
        by
        it hereunder in good faith and in accordance with the advice of such counsel.
        The Trust Collateral Agent shall not be under any obligation to exercise
        any of
        the remedial rights or powers vested in it by this Indenture or to follow
        any
        direction from the Controlling Party or risk its own funds or otherwise incur
        financial liability in the performance of any of its duties hereunder unless
        it
        shall have received reasonable security or indemnity satisfactory to the
        Trust
        Collateral Agent against the costs, expenses and liabilities which might
        be
        incurred by it.

       

      SECTION
        6.16  Reliance
        Upon Documents.
        In the
        absence of negligence, bad faith or willful misconduct on its part, the Trust
        Collateral Agent shall be entitled to conclusively rely on any communication,
        instrument, paper or other document reasonably believed by it to be genuine
        and
        correct and to have been signed or sent by the proper Person or Persons and
        shall have no liability in acting, or omitting to act, where such action
        or
        omission to act is in reasonable reliance upon any statement or opinion
        contained in any such document or instrument.

       

      SECTION
        6.17  Successor
        Trust Collateral Agent.

       

      (a)  Merger.
        Any
        Person into which the Trust Collateral Agent may be converted or merged,
        or with
        which it may be consolidated, or to which it may sell or transfer its trust
        business and assets as a whole or substantially as a whole, or any Person
        resulting from any such conversion, merger, consolidation, sale or transfer
        to
        which the Trust Collateral Agent is a party, shall (provided it is otherwise
        qualified to serve as the Trust Collateral Agent hereunder) be and become
        a
        successor Trust Collateral Agent hereunder and be vested with all of the
        title
        to and interest in the Collateral and all of the trusts, powers, discretions,
        immunities, privileges and other matters as was its predecessor without the
        execution or filing of any instrument or any further act, deed or conveyance
        on
        the part of any of the parties hereto, anything herein to the contrary
        notwithstanding, except to the extent, if any, that any such action is necessary
        by the Trust to perfect, or continue the perfection of, the security interest
        of
        the Trust Secured Parties in the Collateral; provided that any such successor
        shall also be the successor Trustee under SECTION 6.9.

       

      
        
          
          

        

        
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      (b)  Resignation.
        The
        Trust Collateral Agent and any successor Trust Collateral Agent may resign
        at
        any time by so notifying the Trust and the Security Insurer; provided that
        the
        Trust Collateral Agent shall not so resign unless it shall also resign as
        Trustee hereunder.

       

      (c)  Removal.
        The
        Trust Collateral Agent may be removed by the Controlling Party at any time
        (and
        should be removed at any time that the Trustee has been removed), with or
        without cause, by an instrument or concurrent instruments in writing delivered
        to the Trust Collateral Agent, the other Trust Secured Party and the Trust.
        A
        temporary successor may be removed at any time to allow a successor Trust
        Collateral Agent to be appointed pursuant to subsection (d) below. Any removal
        pursuant to the provisions of this subsection (c) shall take effect only
        upon
        the date which is the latest of (i) the effective date of the appointment
        of a
        successor Trust Collateral Agent and the acceptance in writing by such successor
        Trust Collateral Agent of such appointment and of its obligation to perform
        its
        duties hereunder in accordance with the provisions hereof, and (ii) receipt
        by
        the Controlling Party of an Opinion of Counsel to the effect described in
        SECTION 3.6.

       

      (d)  Acceptance
        by Successor.
        The
        Controlling Party shall have the sole right to appoint each successor Trust
        Collateral Agent. Every temporary or permanent successor Trust Collateral
        Agent
        appointed hereunder shall execute, acknowledge and deliver to its predecessor
        and to the Trustee, each Trust Secured Party and the Trust an instrument
        in
        writing accepting such appointment hereunder and the relevant predecessor
        shall
        execute, acknowledge and deliver such other documents and instruments as
        will
        effectuate the delivery of all Collateral to the successor Trust Collateral
        Agent, whereupon such successor, without any further act, deed or conveyance,
        shall become fully vested with all the estates, properties, rights, powers,
        duties and obligations of its predecessor. Such predecessor shall, nevertheless,
        on the written request of either Trust Secured Party or the Trust, execute
        and
        deliver an instrument transferring to such successor all the estates,
        properties, rights and powers of such predecessor hereunder. In the event
        that
        any instrument in writing from the Trust or an Trust Secured Party is reasonably
        required by a successor Trust Collateral Agent to more fully and certainly
        vest
        in such successor the estates, properties, rights, powers, duties and
        obligations vested or intended to be vested hereunder in the Trust Collateral
        Agent, any and all such written instruments shall, at the request of the
        temporary or permanent successor Trust Collateral Agent, be forthwith executed,
        acknowledged and delivered by the Trustee or the Trust, as the case may be.
        The
        designation of any successor Trust Collateral Agent and the instrument or
        instruments removing any Trust Collateral Agent and appointing a successor
        hereunder, together with all other instruments provided for herein, shall
        be
        maintained with the records relating to the Collateral and, to the extent
        required by applicable law, filed or recorded by the successor Trust Collateral
        Agent in each place where such filing or recording is necessary to effect
        the
        transfer of the Collateral to the successor Trust Collateral Agent or to
        protect
        or continue the perfection of the security interests granted
        hereunder.

       

      
        
          
          

        

        
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      SECTION
        6.18  Compensation.
        The
        Trust Collateral Agent shall not be entitled to any compensation for the
        performance of its duties hereunder other than the compensation it is entitled
        to receive in its capacity as Trustee.

       

      SECTION
        6.19  Representations
        and Warranties of the Trust Collateral Agent and the Trust

       

      (A)
        The
        Trust Collateral Agent represents and warrants to the Trust and to each Trust
        Secured Party as follows:

       

      (a)  Due
        Organization.
        The
        Trust Collateral Agent is a New York banking corporation and is duly authorized
        and licensed under applicable law to conduct its business as presently
        conducted.

       

      (b)  Corporate
        Power.
        The
        Trust Collateral Agent has all requisite right, power and authority to execute
        and deliver this Indenture and to perform all of its duties as Trust Collateral
        Agent hereunder.

       

      (c)  Due
        Authorization.
        The
        execution and delivery by the Trust Collateral Agent of this Indenture and
        the
        other Transaction Documents to which it is a party, and the performance by
        the
        Trust Collateral Agent of its duties hereunder and thereunder, have been
        duly
        authorized by all necessary corporate proceedings and no further approvals
        or
        filings, including any governmental approvals, are required for the valid
        execution and delivery by the Trust Collateral Agent, or the performance
        by the
        Trust Collateral Agent, of this Indenture and such other Basic
        Documents.

       

      (d)  Valid
        and Binding Indenture.
        The
        Trust Collateral Agent has duly executed and delivered this Indenture and
        each
        other Basic Document to which it is a party, and each of this Indenture and
        each
        such other Basic Document constitutes the legal, valid and binding obligation
        of
        the Trust Collateral Agent, enforceable against the Trust Collateral Agent
        in
        accordance with its terms, except as (i) such enforceability may be limited
        by
        bankruptcy, insolvency, reorganization and similar laws relating to or affecting
        the enforcement of creditors’ rights generally and (ii) the availability of
        equitable remedies may be limited by equitable principles of general
        applicability.

       

      (B) The
        Trust
        hereby represents and warrants that each of the representations and warranties
        set forth on the Schedule of Representations attached hereto as Schedule
        A is
        true and correct. Such representations and warranties speak as of the execution
        and delivery of this Indenture and as of the Closing Date, but shall survive
        the
        pledge of the Receivables to the Trust Collateral Agent and shall not be
        waived.

       

      SECTION
        6.20  Waiver
        of Setoffs.
        The
        Trust Collateral Agent hereby expressly waives any and all rights of setoff
        that
        the Trust Collateral Agent may otherwise at any time have under applicable
        law
        with respect to any Trust Account and agrees that amounts in the Trust Accounts
        shall at all times be held and applied solely in accordance with the provisions
        hereof and the Sale and Servicing Agreement.

       

      
        
          
          

        

        
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      SECTION
        6.21  Control
        by the Controlling Party.
        The
        Trust Collateral Agent shall comply with notices and instructions given by
        the
        Trust only if accompanied by the written consent of the Controlling Party,
        except that if any Event of Default shall have occurred and be continuing,
        the
        Trust Collateral Agent shall act upon and comply with notices and instructions
        given by the Controlling Party alone in the place and stead of the
        Trust.

       

      ARTICLE
        VII


       

      Noteholders’
        Lists and Reports

       

      SECTION
        7.1  Trust
        To Furnish To Trustee Names and Addresses of Noteholders.
        The
        Trust will furnish or cause to be furnished to the Trustee (a) not more than
        five days after the earlier of (i) each Record Date and (ii) three months
        after
        the last Record Date, a list, in such form as the Trustee may reasonably
        require, of the names and addresses of the Holders as of such Record Date,
        (b)
        at such other times as the Trustee may request in writing, within 30 days
        after
        receipt by the Trust of any such request, a list of similar form and content
        as
        of a date not more than 10 days prior to the time such list is furnished;
        provided,
        however,
        that so
        long as the Trustee is the Note Registrar, no such list shall be required
        to be
        furnished. The Trustee or, if the Trustee is not the Note Registrar, the
        Trust
        shall furnish to the Security Insurer in writing on an annual basis on each
        June
        30 and at such other times as the Security Insurer may request a copy of
        the
        list.

       

      SECTION
        7.2  Preservation
        of Information; Communications to Noteholders.

       

      (a)  The
        Trustee shall preserve, in as current a form as is reasonably practicable,
        the
        names and addresses of the Holders contained in the most recent list furnished
        to the Trustee as provided in SECTION 7.1 and the names and addresses of
        Holders
        received by the Trustee in its capacity as Note Registrar. The Trustee may
        destroy any list furnished to it as provided in such SECTION 7.1 upon receipt
        of
        a new list so furnished.

       

      (b)  Noteholders
        may communicate pursuant to TIA § 312(b) with other Noteholders with
        respect to their rights under this Indenture or under the Notes.

       

      (c)  The
        Trust, the Trustee and the Note Registrar shall have the protection of TIA
        § 312(c).

       

      SECTION
        7.3  Reports
        by Trust.

       

      (a)  The
        Trust
        shall:

       

      (i)  file
        with
        the Trustee, within 15 days after the Trust is required to file the same
        with
        the Commission, copies of the annual reports and of the information, documents
        and other reports (or copies of such portions of any of the foregoing as
        the
        Commission may from time to time by rules and regulations prescribe) which
        the
        Trust may be required to file with the Commission pursuant to Section 13
        or
        15(d) of the Exchange Act;

       

      
        
          
          

        

        
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      (ii)  file
        with
        the Trustee and the Commission in accordance with rules and regulations
        prescribed from time to time by the Commission such additional information,
        documents and reports with respect to compliance by the Trust with the
        conditions and covenants of this Indenture as may be required from time to
        time
        by such rules and regulations; and

       

      (iii)  supply
        to
        the Trustee (and the Trustee shall transmit by mail to all Noteholders described
        in TIA § 313(c)) such summaries of any information, documents and reports
        required to be filed by the Trust pursuant to clauses (i) and (ii) of this
        SECTION 7.3(a) as may be required by rules and regulations prescribed from
        time
        to time by the Commission.

       

      (b)  Unless
        the Trust otherwise determines, the fiscal year of the Trust shall end on
        December 31 of each year.

       

      SECTION
        7.4  Reports
        by Trustee.
        If
        required by TIA § 313(a), within 60 days after each March 31, beginning
        with March 31, 2008, the Trustee shall mail to each Noteholder as required
        by
        TIA § 313(c) a brief report dated as of such date that complies with TIA
§ 313(a). The Trustee also shall comply with TIA
§ 313(b).

       

      A
        copy of
        each report at the time of its mailing to Noteholders shall be filed by the
        Trustee with the Commission and each stock exchange, if any, on which the
        Notes
        are listed. The Trust shall notify the Trustee if and when the Notes are
        listed
        on any stock exchange.

       

      ARTICLE
        VIII


       

      Accounts,
        Disbursements and Releases

       

      SECTION
        8.1  Collection
        of Money.
        Except
        as otherwise expressly provided herein, the Trustee may demand payment or
        delivery of, and shall receive and collect, directly and without intervention
        or
        assistance of any fiscal agent or other intermediary, all money and other
        property payable to or receivable by the Trust Collateral Agent pursuant
        to this
        Indenture and the Sale and Servicing Agreement. The Trustee shall apply all
        such
        money received by it, or cause the Trust Collateral Agent to apply all money
        received by it as provided in this Indenture and the Sale and Servicing
        Agreement. Except as otherwise expressly provided in this Indenture or in
        the
        Sale and Servicing Agreement, if any default occurs in the making of any
        payment
        or performance under any agreement or instrument that is part of the Trust
        Estate, the Trustee may take such action as may be appropriate to enforce
        such
        payment or performance, including the institution and prosecution of appropriate
        proceedings. Any such action shall be without prejudice to any right to claim
        a
        Default or Event of Default under this Indenture and any right to proceed
        thereafter as provided in ARTICLE V.

       

      SECTION
        8.2  Release
        of Trust Estate. 

       

      (a)  Subject
        to the payment of its fees and expenses and other amounts pursuant to SECTION
        6.7, the Trust Collateral Agent may, with the consent of the Security Insurer,
        for so long as it is the Controlling Party, and when required by the provisions
        of this Indenture shall, execute instruments to release property from the
        lien
        of this Indenture, in a manner and under circumstances that are not inconsistent
        with the provisions of this Indenture. No party relying upon an instrument
        executed by the Trust Collateral Agent as provided in this ARTICLE VIII shall
        be
        bound to ascertain the Trust Collateral Agent’s authority, inquire into the
        satisfaction of any conditions precedent or see to the application of any
        moneys.

       

      
        
          
          

        

        
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      (b)  The
        Trust
        Collateral Agent shall, at such time as there are no Notes outstanding and
        all
        sums due the Trustee pursuant to SECTION 6.7 and all amounts due to the Security
        Insurer under the Basic Documents have been paid, release any remaining portion
        of the Trust Estate that secured the Notes from the lien of this Indenture
        and
        release to the Trust or any other Person entitled thereto any funds then
        on
        deposit in the Trust Accounts. The Trustee shall release property from the
        lien
        of this Indenture pursuant to this SECTION 8.2(b) only upon receipt of an
        Trust
        Request accompanied by an Officer’s Certificate, an Opinion of Counsel and (if
        required by the TIA) Independent Certificates in accordance with TIA
§§ 314(c) and 314(d)(1) meeting the applicable requirements of SECTION
        11.1.

       

      SECTION
        8.3  Opinion
        of Counsel.
        The
        Trust Collateral Agent shall receive at least seven days’ notice when requested
        by the Trust to take any action pursuant to SECTION 8.2(a), accompanied by
        copies of any instruments involved, and the Trustee shall also require as
        a
        condition to such action, an Opinion of Counsel in form and substance
        satisfactory to the Trustee, stating the legal effect of any such action,
        outlining the steps required to complete the same, and concluding that all
        conditions precedent to the taking of such action have been complied with
        and
        such action will not materially and adversely impair the security for the
        Notes
        or the rights of the Noteholders in contravention of the provisions of this
        Indenture; provided,
        however,
        that
        such Opinion of Counsel shall not be required to express an opinion as to
        the
        fair value of the Trust Estate. Counsel rendering any such opinion may rely,
        without independent investigation, on the accuracy and validity of any
        certificate or other instrument delivered to the Trustee in connection with
        any
        such action. An Opinion of Counsel shall not be required in connection with
        the
        release of a Receivable that has been paid off in full by its
        Obligor.

       

      ARTICLE
        IX


       

      Supplemental
        Indentures

       

      SECTION
        9.1  Supplemental
        Indentures Without Consent of Noteholders.

       

      (a)  Without
        the consent of the Holders of any Notes but with the consent of the Security
        Insurer (unless an Insurer Default shall have occurred and be continuing)
        and
        with prior notice to the Rating Agencies by the Trust, as evidenced to the
        Trustee, the Trust and the Trustee, when authorized by an Trust Order, at
        any
        time and from time to time, may enter into one or more indentures supplemental
        hereto (which shall conform to the provisions of the Trust Indenture Act
        as in
        force at the date of the execution thereof), in form satisfactory to the
        Trustee, for any of the following purposes:

       

      (i)  to
        correct or amplify the description of any property at any time subject to
        the
        lien of this Indenture, or better to assure, convey and confirm unto the
        Trust
        Collateral Agent any property subject or required to be subjected to the
        lien of
        this Indenture, or to subject to the lien of this Indenture additional
        property;

       

      
        
          
          

        

        
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      (ii)  to
        evidence the succession, in compliance with the applicable provisions hereof,
        of
        another person to the Trust, and the assumption by any such successor of
        the
        covenants of the Trust herein and in the Notes contained;

       

      (iii)  to
        add to
        the covenants of the Trust, for the benefit of the Holders of the Notes,
        or to
        surrender any right or power herein conferred upon the Trust;

       

      (iv)  to
        convey, transfer, assign, mortgage or pledge any property to or with the
        Trust
        Collateral Agent;

       

      (v)  to
        cure
        any ambiguity, to correct or supplement any provision herein or in any
        supplemental indenture which may be inconsistent with any other provision
        herein
        or in any supplemental indenture or to make any other provisions with respect
        to
        matters or questions arising under this Indenture or in any supplemental
        indenture; provided
        that
        such action shall not adversely affect the interests of the Holders of the
        Notes;

       

      (vi)  to
        evidence and provide for the acceptance of the appointment hereunder by a
        successor trustee with respect to the Notes and to add to or change any of
        the
        provisions of this Indenture as shall be necessary to facilitate the
        administration of the trusts hereunder by more than one trustee, pursuant
        to the
        requirements of ARTICLE VI; or

       

      (vii)  to
        modify, eliminate or add to the provisions of this Indenture to such extent
        as
        shall be necessary to effect the qualification of this Indenture under the
        TIA
        or under any similar federal statute hereafter enacted and to add to this
        Indenture such other provisions as may be expressly required by the
        TIA.

       

      The
        Trustee is hereby authorized to join in the execution of any such supplemental
        indenture and to make any further appropriate agreements and stipulations
        that
        may be therein contained.

       

      (b)  The
        Trust
        and the Trustee, when authorized by an Trust Order, may, also without the
        consent of any of the Holders of the Notes but with prior notice to the Rating
        Agencies by the Trust and with the prior written consent of the Security
        Insurer
        (unless an Insurer Default shall have occurred and be continuing), as evidenced
        to the Trustee, enter into an indenture or indentures supplemental hereto
        for
        the purpose of adding any provisions to, or changing in any manner or
        eliminating any of the provisions of, this Indenture or of modifying in any
        manner the rights of the Holders of the Notes under this Indenture; provided,
        however,
        that
        such action shall not, as evidenced by an Opinion of Counsel, adversely affect
        in any material respect the interests of any Noteholder.

       

      (c)  Notwithstanding
        the foregoing, if an Insurer Default has occurred and is continuing, any
        supplemental indenture contemplated by SECTION 9.1 or SECTION 9.2 that would
        materially and adversely affect the Security Insurer shall require the Security
        Insurer’s prior written consent.

       

      (d)  In
        order
        to comply with any rules adopted by the Securities and Exchange Commission,
        the
        Trust and the Trustee, when authorized by a Trust Order, may, with the consent
        of the Security Insurer, which consent shall not be unreasonably withheld,
        and
        without the consent of any of the Holders of the Notes and without any prior
        notice to the Rating Agencies, enter into an indenture or indentures
        supplemental hereto for the purpose of adding any provisions to, or changing
        in
        any manner or eliminating any of the provisions of, this Indenture as may
        be
        necessary, in the judgment of the Depositor and its counsel, to comply with
        any
        rules promulgated by the Securities and Exchange Commission and any
        interpretations thereof by the staff of the Securities and Exchange
        Commission.

       

      
        
          
          

        

        
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      SECTION
        9.2  Supplemental
        Indentures with Consent of Noteholders.
        The
        Trust and the Trustee, when authorized by a Trust Order, also may, with prior
        notice to the Rating Agencies, with the consent of the Security Insurer (unless
        an Insurer Default shall have occurred and be continuing) and with the consent
        of the Holders of not less than a majority of the outstanding Amount of the
        Notes, by Act of such Holders delivered to the Trust and the Trustee, enter
        into
        an indenture or indentures supplemental hereto for the purpose of adding
        any
        provisions to, or changing in any manner or eliminating any of the provisions
        of, this Indenture or of modifying in any manner the rights of the Holders
        of
        the Notes under this Indenture; provided,
        however,
        that,
        if an Insurer Default has occurred and is continuing, such supplemental
        indenture will not materially and adversely affect the interest of the Security
        Insurer; provided further, that subject to the express rights of the Security
        Insurer under the Basic Documents, no such supplemental indenture shall,
        without
        the consent of the Holder of each Outstanding Note affected
        thereby:

       

      (i)  change
        the date of payment of any installment of principal of or interest on any
        Note,
        or reduce the principal amount thereof, the interest rate thereon or the
        Redemption Price with respect thereto, change the provision of this Indenture
        relating to the application of collections on, or the proceeds of the sale
        of,
        the Trust Estate to payment of principal of or interest on the Notes, or
        change
        any place of payment where, or the coin or currency in which, any Note or
        the
        interest thereon is payable;

       

      (ii)  impair
        the right to institute suit for the enforcement of the provisions of this
        Indenture requiring the application of funds available therefor, as provided
        in
        ARTICLE V, to the payment of any such amount due on the Notes on or after
        the
        respective due dates thereof (or, in the case of redemption, on or after
        the
        Redemption Date);

       

      (iii)  reduce
        the percentage of the Outstanding Amount of the Notes, the consent of the
        Holders of which is required for any such supplemental indenture, or the
        consent
        of the Holders of which is required for any waiver of compliance with certain
        provisions of this Indenture or certain defaults hereunder and their
        consequences provided for in this Indenture;

       

      (iv)  modify
        or
        alter the provisions of the proviso to the definition of the term “Outstanding”;

       

      (v)  reduce
        the percentage of the Outstanding Amount of the Notes required to direct
        the
        Trustee to direct the Trust to sell or liquidate the Trust Estate pursuant
        to
        SECTION 5.4;

       

      
        
          
          

        

        
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      (vi)  modify
        any provision of this Section except to increase any percentage specified
        herein
        or to provide that certain additional provisions of this Indenture or the
        Basic
        Documents cannot be modified or waived without the consent of the Holder
        of each
        Outstanding Note affected thereby;

       

      (vii)  modify
        any of the provisions of this Indenture in such manner as to affect the
        calculation of the amount of any payment of interest or principal due on
        any
        Note on any Distribution Date (including the calculation of any of the
        individual components of such calculation) or to affect the rights of the
        Noteholders to the benefit of any provisions for the mandatory redemption
        of the
        Notes contained herein; or

       

      (viii)  permit
        the creation of any lien ranking prior to or on a parity with the lien of
        this
        Indenture with respect to any part of the Trust Estate or, except as otherwise
        permitted or contemplated herein or in any of the Basic Documents, terminate
        the
        lien of this Indenture on any property at any time subject hereto or deprive
        the
        Holder of any Note of the security provided by the lien of this
        Indenture.

       

      The
        Trustee may determine whether or not any Notes would be affected by any
        supplemental indenture and any such determination shall be conclusive upon
        the
        Holders of all Notes, whether theretofore or thereafter authenticated and
        delivered hereunder. The Trustee shall not be liable for any such determination
        made in good faith.

       

      It
        shall
        not be necessary for any Act of Noteholders under this Section to approve
        the
        particular form of any proposed supplemental indenture, but it shall be
        sufficient if such Act shall approve the substance thereof.

       

      Promptly
        after the execution by the Trust and the Trustee of any supplemental indenture
        pursuant to this Section, the Trustee, at the expense of the Trust, shall
        mail
        to the Holders of the Notes to which such amendment or supplemental indenture
        relates a notice setting forth in general terms the substance of such
        supplemental indenture. Any failure of the Trustee to mail such notice, or
        any
        defect therein, shall not, however, in any way impair or affect the validity
        of
        any such supplemental indenture.

       

      SECTION
        9.3  Execution
        of Supplemental Indentures.
        In
        executing, or permitting the additional trusts created by, any supplemental
        indenture permitted by this ARTICLE IX or the amendments or modifications
        thereby of the trusts created by this Indenture, the Trustee shall be entitled
        to receive, shall be fully protected in relying upon, an Opinion of Counsel
        stating that the execution of such supplemental indenture is authorized or
        permitted by this Indenture. The Trustee may, but shall not be obligated
        to,
        enter into any such supplemental indenture that affects the Trustee’s own
        rights, duties, liabilities or immunities under this Indenture or
        otherwise.

       

      SECTION
        9.4  Effect
        of Supplemental Indenture.
        Upon
        the execution of any supplemental indenture pursuant to the provisions hereof,
        this Indenture shall be and be deemed to be modified and amended in accordance
        therewith with respect to the Notes affected thereby, and the respective
        rights,
        limitations of rights, obligations, duties, liabilities and immunities under
        this Indenture of the Trustee, the Trust and the Holders of the Notes shall
        thereafter be determined, exercised and enforced hereunder subject in all
        respects to such modifications and amendments, and all the terms and conditions
        of any such supplemental indenture shall be and be deemed to be part of the
        terms and conditions of this Indenture for any and all purposes.

       

      
        
          
          

        

        
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      SECTION
        9.5  Conformity
        With Trust Indenture Act.
        Every
        amendment of this Indenture and every supplemental indenture executed pursuant
        to this ARTICLE IX shall conform to the requirements of the Trust Indenture
        Act
        as then in effect so long as this Indenture shall then be qualified under
        the
        Trust Indenture Act.

       

      SECTION
        9.6  Reference
        in Notes to Supplemental Indentures.
        Notes
        authenticated and delivered after the execution of any supplemental indenture
        pursuant to this ARTICLE IX may, and if required by the Trustee shall, bear
        a
        notation in form approved by the Trustee as to any matter provided for in
        such
        supplemental indenture. If the Trust or the Trustee shall so determine, new
        Notes so modified as to conform, in the opinion of the Trustee and the Trust,
        to
        any such supplemental indenture may be prepared and executed by the Trust
        and
        authenticated and delivered by the Trustee in exchange for Outstanding
        Notes.

       

      ARTICLE
        X


       

      Redemption
        of Notes

       

       

      SECTION
        10.1  Redemption

       

      (a)  The
        Notes
        are subject to redemption in whole, but not in part, at the direction of
        the
        Servicer or the Seller pursuant to Section 10.1(a) of the Sale and Servicing
        Agreement, on any Distribution Date on which the Servicer or Seller exercises
        its option to purchase the Trust Estate (with the consent of the Security
        Insurer if such purchase would result in a claim on the Note Policy or would
        result in any amount owing to the Security Insurer under the Insurance Agreement
        or the Note Policy remaining unpaid) pursuant to said Section 10.1(a) for
        a
        purchase price equal to the Redemption Price; provided,
        however,
        that
        the Trust has available funds sufficient to pay the Redemption Price and
        all
        amounts due and payable to the Security Insurer under the Insurance Agreement.
        The Servicer or the Trust shall furnish the Security Insurer and the Rating
        Agencies notice of such redemption. If the Notes are to be redeemed pursuant
        to
        this SECTION 10.1(b), the Servicer or the Trust shall furnish notice of such
        election to the Trustee not later than 25 days prior to the Redemption Date
        and
        the Trust shall deposit with the Trustee in the Note Distribution Account
        the
        Redemption Price of the Notes to be redeemed whereupon all such Notes shall
        be
        due and payable on the Redemption Date upon the furnishing of a notice complying
        with SECTION 10.2 to each Holder of Notes.

       

      (b)  In
        the
        event that the assets of the Trust are distributed pursuant to Section 8.1
        of the Trust Agreement, all amounts on deposit in the Note Distribution Account
        shall be paid to the Noteholders up to the Outstanding Amount of the Notes
        and
        all accrued and unpaid interest thereon. If amounts are to be paid to
        Noteholders pursuant to this Section 10.1(b), the Servicer or the Trust shall,
        to the extent practicable, furnish notice of such event to the Trustee not
        later
        than 45 days prior to the Redemption Date, whereupon all such amounts shall
        be
        payable on the Redemption Date.

       

      
        
          
          

        

        
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      SECTION
        10.2  Form
        of Redemption.

       

      (a)  Notice
        of
        redemption under SECTION 10.1(b) shall be given by the Trustee by facsimile
        or
        by first-class mail, postage prepaid, transmitted or mailed prior to the
        applicable Redemption Date to each Holder of Notes, as of the close of business
        on the Record Date preceding the applicable Redemption Date, at such Holder’s
        address appearing in the Note Register.

       

      All
        notices of redemption shall state:

       

      (i)  the
        Redemption Date;

       

      (ii)  the
        Redemption Price;

       

      (iii)  that
        the
        Record Date otherwise applicable to such Redemption Date is not applicable
        and
        that payments shall be made only upon presentation and surrender of such
        Notes
        and the place where such Notes are to be surrendered for payment of the
        Redemption Price (which shall be the office or agency of the Trust to be
        maintained as provided in SECTION 3.2); and

       

      (iv)  that
        interest on the Notes shall cease to accrue on the Redemption Date.

       

      Notice
        of
        redemption of the Notes shall be given by the Trustee in the name and at
        the
        expense of the Trust. Failure to give notice of redemption, or any defect
        therein, to any Holder of any Note shall not impair or affect the validity
        of
        the redemption of any other Note.

       

      (b)  Prior
        notice of redemption under SECTION 10.1(b) is not required to be given to
        Noteholders.

       

      SECTION
        10.3  Notes
        Payable on Redemption Date.
        The
        Notes to be redeemed shall, following notice of redemption, as required by
        SECTION 10.2 (in the case of redemption pursuant to SECTION 10.1(b)), on
        the
        Redemption Date, become due and payable at the Redemption Price, and (unless
        the
        Trust shall default in the payment of the Redemption Price) no interest shall
        accrue on the Redemption Price for any period after the date to which accrued
        interest is calculated for purposes of calculating the Redemption
        Price.

       

      ARTICLE
        XI


       

      Miscellaneous

       

      SECTION
        11.1  Compliance
        Certificates and Opinions, etc.
        Upon
        any application or request by the Trust to the Trustee or the Trust Collateral
        Agent to take any action under any provision of this Indenture, the Trust
        shall
        furnish to the Trustee or the Trust Collateral Agent, as the case may be,
        and to
        the Security Insurer (i) an Officer’s Certificate stating that all conditions
        precedent, if any, provided for in this Indenture relating to the proposed
        action have been complied with, (ii) an Opinion of Counsel stating that in
        the
        opinion of such counsel all such conditions precedent, if any, have been
        complied with and (iii) (if required by the TIA) an Independent Certificate
        from
        a firm of certified public accountants meeting the applicable requirements
        of
        this Section, except that, in the case of any such application or request
        as to
        which the furnishing of such documents is specifically required by any provision
        of this Indenture, no additional certificate or opinion need be
        furnished.

       

      
        
          
          

        

        
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      (a)  Every
        certificate or opinion with respect to compliance with a condition or covenant
        provided for in this Indenture shall include:

       

      (i)  a
        statement that each signatory of such certificate or opinion has read or
        has
        caused to be read such covenant or condition and the definitions herein relating
        thereto;

       

      (ii)  a
        brief
        statement as to the nature and scope of the examination or investigation
        upon
        which the statements or opinions contained in such certificate or opinion
        are
        based;

       

      (iii)  a
        statement that, in the opinion of each such signatory, such signatory has
        made
        such examination or investigation as is necessary to enable such signatory
        to
        express an informed opinion as to whether or not such covenant or condition
        has
        been complied with; and

       

      (iv)  a
        statement as to whether, in the opinion of each such signatory such condition
        or
        covenant has been complied with.

       

      (b)  (i)
        Prior
        to the deposit of any Collateral or other property or securities with the
        Trust
        Collateral Agent that is to be made the basis for the release of any property
        or
        securities subject to the lien of this Indenture, the Trust shall, in addition
        to any obligation imposed in SECTION 11.1(a) or elsewhere in this Indenture,
        furnish to the Trust Collateral Agent and the Security Insurer an Officer’s
        Certificate certifying or stating the opinion of each person signing such
        certificate as to the fair value (within 90 days of such deposit) to the
        Trust
        of the Collateral or other property or securities to be so
        deposited.

       

      (ii) Whenever
        the Trust is required to furnish to the Trust Collateral Agent and the Security
        Insurer an Officer’s Certificate certifying or stating the opinion of any signer
        thereof as to the matters described in clause (i) above, the Trust shall
        also
        deliver to the Trust Collateral Agent and the Security Insurer an Independent
        Certificate as to the same matters, if the fair value to the Trust of the
        securities to be so deposited and of all other such securities made the basis
        of
        any such withdrawal or release since the commencement of the then-current
        fiscal
        year of the Trust, as set forth in the certificates delivered pursuant to
        clause
        (i) above and this clause (ii), is 10% or more of the Outstanding Amount
        of the
        Notes, but such a certificate need not be furnished with respect to any
        securities so deposited, if the fair value thereof to the Trust as set forth
        in
        the related Officer’s Certificate is less than $25,000 or less than 1% percent
        of the Outstanding Amount of the Notes.

       

      (iii) Other
        than with respect to the release of any Purchased Receivables, Sold Receivables
        or Liquidated Receivables, whenever any property or securities are to be
        released from the lien of this Indenture, the Trust shall also furnish to
        the
        Trust Collateral Agent and the Security Insurer an Officer’s Certificate
        certifying or stating the opinion of each person signing such certificate
        as to
        the fair value (within 90 days of such release) of the property or securities
        proposed to be released and stating that in the opinion of such person the
        proposed release will not impair the security under this Indenture in
        contravention of the provisions hereof.

       

      
        
          
          

        

        
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      (iv) Whenever
        the Trust is required to furnish to the Trust Collateral Agent and the Security
        Insurer an Officer’s Certificate certifying or stating the opinion of any signer
        thereof as to the matters described in clause (iii) above, the Trust shall
        also
        furnish to the Trust Collateral Agent and the Security Insurer an Independent
        Certificate as to the same matters if the fair value of the property or
        securities and of all other property other than Purchased Receivables, Sold
        Receivables and Defaulted Receivables, or securities released from the lien
        of
        this Indenture since the commencement of the then current calendar year,
        as set
        forth in the certificates required by clause (iii) above and this clause
        (iv),
        equals 10% or more of the Outstanding Amount of the Notes, but such certificate
        need not be furnished in the case of any release of property or securities
        if
        the fair value thereof as set forth in the related Officer’s Certificate is less
        than $25,000 or less than 1 percent of the then Outstanding Amount of the
        Notes.

       

      (v) Notwithstanding
        SECTION 2.9 or any other provision of this Section, the Trust may (A) collect,
        liquidate, sell or otherwise dispose of Receivables as and to the extent
        permitted or required by the Basic Documents and (B) make cash payments out
        of
        the Trust Accounts as and to the extent permitted or required by the Basic
        Documents.

       

      SECTION
        11.2  Form
        of Documents Delivered to Trustee.
        In any
        case where several matters are required to be certified by, or covered by
        an
        opinion of, any specified Person, it is not necessary that all such matters
        be
        certified by, or covered by the opinion of, only one such Person, or that
        they
        be so certified or covered by only one document, but one such Person may
        certify
        or give an opinion with respect to some matters and one or more other such
        Persons as to other matters, and any such Person may certify or give an opinion
        as to such matters in one or several documents.

       

      Any
        certificate or opinion of an Authorized Officer of the Trust may be based,
        insofar as it relates to legal matters, upon a certificate or opinion of,
        or
        representations by, counsel, unless such officer knows, or in the exercise
        of
        reasonable care should know, that the certificate or opinion or representations
        with respect to the matters upon which his or her certificate or opinion
        is
        based are erroneous. Any such certificate of an Authorized Officer or Opinion
        of
        Counsel may be based, insofar as it relates to factual matters, upon a
        certificate or opinion of, or representations by, an officer or officers
        of the
        Servicer, the Seller or the Trust, stating that the information with respect
        to
        such factual matters is in the possession of the Servicer, the Seller or
        the
        Trust, unless such counsel knows, or in the exercise of reasonable care should
        know, that the certificate or opinion or representations with respect to
        such
        matters are erroneous.

       

      Where
        any
        Person is required to make, give or execute two or more applications, requests,
        consents, certificates, statements, opinions or other instruments under this
        Indenture, they may, but need not, be consolidated and form one
        instrument.

       

      
        
          
          

        

        
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      Whenever
        in this Indenture, in connection with any application or certificate or report
        to the Trustee, it is provided that the Trust shall deliver any document
        as a
        condition of the granting of such application, or as evidence of the Trust’s
        compliance with any term hereof, it is intended that the truth and accuracy,
        at
        the time of the granting of such application or at the effective date of
        such
        certificate or report (as the case may be), of the facts and opinions stated
        in
        such document shall in such case be conditions precedent to the right of
        the
        Trust to have such application granted or to the sufficiency of such certificate
        or report. The foregoing shall not, however, be construed to affect the
        Trustee’s right to rely upon the truth and accuracy of any statement or opinion
        contained in any such document as provided in ARTICLE VI.

       

      SECTION
        11.3  Acts
        of Noteholders.

       

      (a)  Any
        request, demand, authorization, direction, notice, consent, waiver or other
        action provided by this Indenture to be given or taken by Noteholders may
        be
        embodied in and evidenced by one or more instruments of substantially similar
        tenor signed by such Noteholders in person or by agents duly appointed in
        writing; and except as herein otherwise expressly provided such action shall
        become effective when such instrument or instruments are delivered to the
        Trustee, and, where it is hereby expressly required, to the Trust. Such
        instrument or instruments (and the action embodied therein and evidenced
        thereby) are herein sometimes referred to as the “Act”
of
        the
        Noteholders signing such instrument or instruments. Proof of execution of
        any
        such instrument or of a writing appointing any such agent shall be sufficient
        for any purpose of this Indenture and (subject to SECTION 6.1) conclusive
        in
        favor of the Trustee and the Trust, if made in the manner provided in this
        Section. In the event the Trustee shall receive conflicting or inconsistent
        requests and indemnity from two or more groups of Noteholders, each representing
        less than a majority of the Outstanding Amount of the Notes, the Trustee
        in its
        sole discretion may determine what action, if any, shall be taken,
        notwithstanding any other provisions of this Indenture.

       

      (b)  The
        fact
        and date of the execution by any person of any such instrument or writing
        may be
        proved in any customary manner of the Trustee.

       

      (c)  The
        ownership of Notes shall be proved by the Note Register.

       

      (d)  Any
        request, demand, authorization, direction, notice, consent, waiver or other
        action by the Holder of any Notes shall bind the Holder of every Note issued
        upon the registration thereof or in exchange therefor or in lieu thereof,
        in
        respect of anything done, omitted or suffered to be done by the Trustee or
        the
        Trust in reliance thereon, whether or not notation of such action is made
        upon
        such Note.

       

      SECTION
        11.4  Notices,
        etc., to Trustee, Trust and Rating Agencies.
        Any
        request, demand, authorization, direction, notice, consent, waiver or Act
        of
        Noteholders or other documents provided or permitted by this Indenture to
        be
        made upon, given or furnished to or filed with:

       

      (a)  The
        Trustee by any Noteholder or by the Trust shall be sufficient for every purpose
        hereunder if personally delivered, delivered by overnight courier or mailed
        certified mail, return receipt requested and shall be deemed to have been
        duly
        given upon receipt to the Trustee at its Corporate Trust Office, or

       

      
        
          
          

        

        
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      (b)  The
        Trust
        by the Trustee or by any Noteholder shall be sufficient for every purpose
        hereunder if personally delivered, delivered by overnight courier or mailed
        certified mail, return receipt requested and shall deemed to have been duly
        given upon receipt to the Trust addressed to: UPFC Auto Receivables Trust
        2007-B, in care of Wells Fargo Delaware Trust Company, 919 Market Street,
        Suite
        1600, Wilmington, Delaware 19890-0001, Attention: Corporate Trust
        Administration, or at any other address previously furnished in writing to
        the
        Trustee by Trust. The Trust shall promptly transmit any notice received by
        it
        from the Noteholders to the Trustee.

       

      (c)  The
        Security Insurer by the Trust or the Trustee shall be sufficient for any
        purpose
        hereunder if in writing and mailed by registered mail or personally delivered
        or
        telexed or telecopied to the recipient as follows:

       

      
        	
                To
                  the Security Insurer:

              	
                Ambac
                  Assurance Corporation

                 

                One
                  State Street Plaza

                 

                New
                  York, New York 10004

                 

                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.”)

       

      Notices
        required to be given to the Rating Agencies by the Trust, the Trustee or
        the
        Owner Trustee shall be in writing, personally delivered, delivered by overnight
        courier or mailed certified mail, return receipt requested to (i) in the
        case of
        Moody’s, at the following address: Moody’s Investors Service, Inc., 99 Church
        Street, New York, New York 10007, and (ii) in the case of Standard &
Poor’s, at the following address: Standard & Poor’s, A Division of The
        McGraw-Hill Companies, Inc., 55 Water Street, 40th
        Floor,
        New York, New York 10041, Attention of Asset Backed Surveillance Department;
        or
        as to each of the foregoing, at such other address as shall be designated
        by
        written notice to the other parties.

       

      SECTION
        11.5  Notices
        to Noteholders; Waiver.
        Where
        this Indenture provides for notice to Noteholders of any event, such notice
        shall be sufficiently given (unless otherwise herein expressly provided)
        if in
        writing and mailed, first-class, postage prepaid to each Noteholder affected
        by
        such event, at his address as it appears on the Note Register, not later
        than
        the latest date, and not earlier than the earliest date, prescribed for the
        giving of such notice. In any case where notice to Noteholders is given by
        mail,
        neither the failure to mail such notice nor any defect in any notice so mailed
        to any particular Noteholder shall affect the sufficiency of such notice
        with
        respect to other Noteholders, and any notice that is mailed in the manner
        here
        in provided shall conclusively be presumed to have been duly given.

       

      
        
          
          

        

        
          63

          
            

          

        

        
          
          

        

      

       

      Where
        this Indenture provides for notice in any manner, such notice may be waived
        in
        writing by any Person entitled to receive such notice, either before or after
        the event, and such waiver shall be the equivalent of such notice. Waivers
        of
        notice by Noteholders shall be filed with the Trustee but such filing shall
        not
        be a condition precedent to the validity of any action taken in reliance
        upon
        such a waiver.

       

      In
        case,
        by reason of the suspension of regular mail service as a result of a strike,
        work stoppage or similar activity, it shall be impractical to mail notice
        of any
        event to Noteholders when such notice is required to be given pursuant to
        any
        provision of this Indenture, then any manner of giving such notice as shall
        be
        satisfactory to the Trustee shall be deemed to be a sufficient giving of
        such
        notice.

       

      Where
        this Indenture provides for notice to the Rating Agencies, failure to give
        such
        notice shall not affect any other rights or obligations created hereunder,
        and
        shall not under any circumstance constitute a Default or Event of
        Default.

       

      SECTION
        11.6  [Reserved]

       

      SECTION
        11.7  Conflict
        with Trust Indenture Act.
        If any
        provision hereof limits, qualifies or conflicts with another provision hereof
        that is required to be included in this Indenture by any of the provisions
        of
        the Trust Indenture Act, such required provision shall control.

       

      The
        provisions of TIA §§ 310 through 317 that impose duties on any person
        (including the provisions automatically deemed included herein unless expressly
        excluded by this Indenture) are a part of and govern this Indenture, whether
        or
        not physically contained herein.

       

      SECTION
        11.8  Effect
        of Headings and Table of Contents.
        The
        Article and Section headings herein and the Table of Contents are for
        convenience only and shall not affect the construction hereof.

       

      SECTION
        11.9  Successors
        and Assigns.
        All
        covenants and agreements in this Indenture and the Notes by the Trust shall
        bind
        its successors and assigns, whether so expressed or not. All agreements of
        the
        Trustee in this Indenture shall bind its successors. All agreements of the
        Trust
        Collateral Agent in this Indenture shall bind its successors.

       

      SECTION
        11.10  Separability.
        In case
        any provision in this Indenture or in the Notes shall be invalid, illegal
        or
        unenforceable, the validity, legality, and enforceability of the remaining
        provisions shall not in any way be affected or impaired thereby.

       

      SECTION
        11.11  Benefits
        of Indenture.
        The
        Security Insurer and its successors and assigns shall be a third-party
        beneficiary to the provisions of this Indenture, and shall be entitled to
        rely
        upon and directly to enforce such provisions of this Indenture so long as
        no
        Insurer Default shall have occurred and be continuing. Nothing in this Indenture
        or in the Notes, express or implied, shall give to any Person, other than
        the
        parties hereto and their successors hereunder, and the Noteholders, and any
        other party secured hereunder, and any other person with an Ownership interest
        in any part of the Trust Estate, any benefit or any legal or equitable right,
        remedy or claim under this Indenture. The Security Insurer may disclaim any
        of
        its rights and powers under this Indenture (in which case the Trustee may
        exercise such right or power hereunder), but not its duties and obligations
        under the Note Policy, upon delivery of a written notice to the
        Trustee.

       

      
        
          
          

        

        
          64

          
            

          

        

        
          
          

        

      

       

      In
        exercising any of its voting rights, rights to direct or consent or any other
        rights as the Security Insurer under this Indenture or any other Basic Document,
        subject to the terms and conditions of this Indenture, the Security Insurer
        shall not have any obligation or duty to any Person to consider or take into
        account the interests of any Person and shall not be liable to any Person
        for
        any action taken by it or at its discretion or any failure by it to act or
        to
        direct that any action be taken, without regard to whether such inaction
        or
        action benefits or adversely affects any Noteholder, the Trust or any other
        Person.

       

      SECTION
        11.12  Legal
        Holidays.
        In any
        case where the date on which any payment is due shall not be a Business Day,
        then (notwithstanding any other provision of the Notes or this Indenture)
        payment need not be made on such date, but may be made on the next succeeding
        Business Day with the same force and effect as if made on the date an which
        nominally due, and no interest shall accrue for the period from and after
        any
        such nominal date.

       

      SECTION
        11.13  GOVERNING
        LAW.
        THIS
        INDENTURE SHALL BE CONSTRUED IN ACCORDANCE WITH, AND THIS INDENTURE AND ALL
        MATTERS ARISING OUT OF OR RELATING IN ANY WAY TO THIS INDENTURE SHALL BE,
        GOVERNED BY THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS
        CONFLICT OF LAW PROVISIONS (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE
        NEW
        YORK GENERAL OBLIGATIONS LAW).

       

      SECTION
        11.14  Counterparts.
        This
        Indenture may be executed in any number of counterparts, each of which so
        executed shall be deemed to be an original, but all such counterparts shall
        together constitute but one and the same instrument.

       

      SECTION
        11.15  Recording
        of Indenture.
        If this
        Indenture is subject to recording in any appropriate public recording offices,
        such recording is to be effected by the Trust and at its expense accompanied
        by
        an Opinion of Counsel (which may be counsel to the Trustee or any other counsel
        reasonably acceptable to the Trustee and the Security Insurer) to the effect
        that such recording is necessary either for the protection of the Noteholders
        or
        any other person secured hereunder or for the enforcement of any right or
        remedy
        granted to the Trustee or the Trust Collateral Agent under this Indenture
        or the
        Collateral Agent under the Spread Account Agreement.

       

      SECTION
        11.16  Trust
        Obligation.
        No
        recourse may be taken, directly or indirectly, with respect to the obligations
        of the Trust, the Seller, the Servicer, the Owner Trustee, the Trust Collateral
        Agent, the Collateral Agent, the Backup Servicer, the Designated Backup
        Subservicer or the Trustee on the Notes or under this Indenture, any other
        Basic
        Document or any certificate or other writing delivered in connection herewith
        or
        therewith, against (i) the Seller, the Servicer, the Trustee, the Trust
        Collateral Agent, the Collateral Agent, the Backup Servicer, the Designated
        Backup Subservicer or the Owner Trustee in its individual capacity, (ii)
        any
        owner of a beneficial interest in the Trust or (iii) any partner, owner,
        beneficiary, agent, officer, director, employee or agent of the Seller, the
        Servicer, the Trustee, the Trust Collateral Agent, the Collateral Agent,
        the
        Backup Servicer, the Designated Backup Subservicer or the Owner Trustee in
        its
        individual capacity, any holder of a beneficial interest in the Trust, the
        Seller, the Servicer, the Owner Trustee, the Trust Collateral Agent, the
        Collateral Agent, the Backup Servicer, the Designated Backup Subservicer
        or the
        Trustee or of any successor or assign of the Seller, the Servicer, the Trustee,
        the Trust Collateral Agent, the Collateral Agent, the Backup Servicer, the
        Designated Backup Subservicer or the Owner Trustee in its individual capacity,
        except as any such Person may have expressly agreed (it being understood
        that
        the Trustee, the Trust Collateral Agent, the Collateral Agent, the Backup
        Servicer, the Designated Backup Subservicer and the Owner Trustee have no
        such
        obligations in their individual capacity) and except that any such partner,
        owner or beneficiary shall be fully liable, to the extent provided by applicable
        law, for any unpaid consideration for stock, unpaid capital contribution
        or
        failure to pay any installment or call owing to such entity. For all purposes
        of
        this Indenture, in the performance of any duties or obligations of the Trust
        hereunder, the Owner Trustee shall be subject to, and entitled to the benefits
        of, the terms and provisions of Article VI, VII and VIII of the Trust
        Agreement.

       

      
        
          
          

        

        
          65

          
            

          

        

        
          
          

        

      

       

      SECTION
        11.17  No
        Petition.
        The
        Trustee and the Trust Collateral Agent, by entering into this Indenture,
        and
        each Noteholder, by accepting a Note, hereby covenant and agree that they
        will
        not at any time institute against the Seller or the Trust, or join in any
        institution against the Seller, or the Trust of, any bankruptcy, reorganization,
        arrangement, insolvency or liquidation proceedings, or other proceedings
        under
        any United States federal or State bankruptcy or similar law in connection
        with
        any obligations relating to the Notes, this Indenture or any of the Basic
        Documents.

       

      SECTION
        11.18  Inspection.
        The
        Trust agrees that, on reasonable prior notice, it will permit any representative
        of the Trustee or of the Security Insurer, during the Trust’s normal business
        hours, to examine all the books of account, records, reports, and other papers
        of the Trust, to make copies and extracts therefrom, to cause such books
        to be
        audited by independent certified public accountants, and to discuss the Trust’s
        affairs, finances and accounts with the Trust’s officers, employees, and
        independent certified public accountants, all at such reasonable times and
        as
        often as may be reasonably requested. Notwithstanding anything herein to
        the
        contrary, the foregoing shall not be construed to prohibit (i) disclosure
        of any
        and all information that is or becomes publicly known, (ii) disclosure of
        any
        and all information (A) if required to do so by any applicable statute, law,
        rule or regulation, (B) to any government agency or regulatory body having
        or
        claiming authority to regulate or oversee any respects of the Trustee’s business
        or that of its affiliates, (C) pursuant to any subpoena, civil investigative
        demand or similar demand or request of any court, regulatory authority,
        arbitrator or arbitration to which the Trustee or an affiliate or an officer,
        director, employer or shareholder thereof is a party, (D) in any preliminary
        or
        final offering circular, registration statement or contract or other document
        pertaining to the transactions contemplated by the Indenture approved in
        advance
        by the Servicer or the Trust or (E) to any independent or internal auditor,
        agent, employee or attorney of the Trustee having a need to know the same,
        provided that the Trustee advises such recipient of the confidential nature
        of
        the information being disclosed, or (iii) any other disclosure authorized
        by the
        Servicer or the Trust.

       

      
        
          
          

        

        
          66

          
            

          

        

        
          
          

        

      

       

      SECTION
        11.19  Intent
        of the Parties; Reasonableness.
        Neither
        the Trust nor the Seller (acting on behalf of the Trust) 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 Indenture 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,
        at
        its discretion and subject to the advice of its counsel, with requests made
        by
        the Trust (or the Seller, acting on behalf of the Trust) in good faith for
        delivery of information under these provisions on the basis of evolving
        interpretations of Regulation AB. In connection with this transaction, the
        Indenture Trustee shall cooperate fully with the Trust (or the Seller, acting
        on
        behalf of the Trust) to deliver to the Trust (or the Seller, acting on behalf
        of
        the Trust), any and all statements, reports, certifications, records and
        any
        other information necessary in the good faith determination of the Trust
        (or the
        Seller, acting on behalf of the Trust) to permit the Trust to comply with
        the
        provisions of Regulation AB, together with such disclosures relating to the
        Indenture Trustee, any Subservicer and the Receivables, or the servicing
        of the
        Receivables, reasonably believed by the Trust (or the Seller, acting on behalf
        of the Trust) to be necessary in order to effect such compliance.

      


      The
        Trust
        (or the Seller, acting on behalf of the Trust) shall cooperate with the
        Indenture Trustee by providing timely notice of requests for information
        under
        these provisions and by reasonably limiting such requests to information
        required, in the reasonable judgment or the Trust to comply with Regulation
        AB.

       

      [SIGNATURE
        PAGE FOLLOWS]

       

      


      
        
          
          

        

        
          67

          
            

          

        

        
          
          

        

      

       

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

       

      
        	
                 

              	
                UPFC
                  AUTO RECEIVABLES TRUST 2007-B

                 

                By:
                   WELLS
                  FARGO DELAWARE TRUST

                COMPANY,
                  not in its individual capacity but 

                solely
                  as Owner Trustee

                 

                 

                By:   

                
                  

                

                       
Name:

                  
                  Title:

                 

              
	
                 

              
	
                 

              	
                 

              
	
                 

              	
                DEUTSCHE
                  BANK TRUST COMPANY

                AMERICAS,
                  

                not
                  in its individual capacity but solely as 

                Trustee
                  and Trust Collateral Agent 

                 

                 

                By:        

                
                  

                

                Name:

                Title:

                 

                By:        

                
                  

                

                Name:

                Title:

                 

              


      

       

      [Signature
        Page to Indenture]

       

      
        
          
          

        

        
          68

          
            

          

        

        
          
          

        

      

      

        (EXECUTION
          VERSION)

      

       

      EXHIBIT
        A-1

       

      REGISTERED                                                                       $58,000,000

      No.
        1

       

      SEE
        REVERSE FOR CERTAIN DEFINITIONS

       

      CUSIP
        NO.
        903207 AA6

      


      Unless
        this Note is presented by an authorized representative of The Depository
        Trust
        Company, a New York corporation (“DTC”),
        to
        the Trust or its agent for registration of transfer, exchange or payment,
        and
        any Note issued is registered in the name of Cede & Co. or in such other
        name as is requested by an authorized representative of DTC (and any payment
        is
        made to Cede & Co. or to such other entity as is requested by an authorized
        representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
        OR
        OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
        hereof, Cede & Co., has an interest herein.

       

      THE
        PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN.
        ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY
        BE
        LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

       

      UPFC
        AUTO
        RECEIVABLES TRUST 2007-B

       

      CLASS
        A-1
        4.98685% ASSET BACKED NOTE

       

      UPFC
        Auto
        Receivables Trust 2007-B, a statutory trust organized and existing under
        the
        laws of the State of Delaware (herein referred to as the “Trust”),
        for
        value received, hereby promises to pay to CEDE & CO., or registered assigns,
        the principal sum of $58,000,000 payable on each Distribution Date in an
        amount
        equal to the result obtained by multiplying (i) a fraction the numerator
        of
        which is $58,000,000 and the denominator of which is $58,000,000 by (ii)
        the aggregate amount, if any, payable from the Note Distribution Account
        in
        respect of principal on the Class A-1 Notes pursuant to the Indenture;
provided,
        however,
        that
        the entire unpaid principal amount of this Note shall be due and payable
        on the
        November 17, 2008 Distribution Date (the “Final
        Scheduled Distribution Date”).
        The
        Trust will pay interest on this Note at the rate per annum shown above on
        each
        Distribution Date until the principal of this Note is paid or made available
        for
        payment. Interest on this Note will accrue for each Distribution Date from
        the
        most recent Distribution Date on which interest has been paid to but excluding
        such Distribution Date or, if no interest has yet been paid, from November
        8,
        2007. Interest will be computed on the basis of a 360-day year and the actual
        number of days in the related Interest Period. Such principal of and interest
        on
        this Note shall be paid in the manner specified on the reverse
        hereof.

       

      The
        principal of and interest on this Note are payable in such coin or currency
        of
        the United States of America as at the time of payment is legal tender for
        payment of public and private debts. All payments made by the Trust with
        respect
        to this Note shall be applied first to interest due and payable on this Note
        as
        provided above and then to the unpaid principal of this Note.

       

      
        
          
          

        

        
          

            Exhibit
              A-1 Page 1

          

          
            

          

        

        
          
          

        

      

       

      The
        Notes
        are entitled to the benefits of a note guaranty insurance policy (the
“Note
        Policy”)
        issued
        by Ambac Assurance Corporation (the “Security
        Insurer”),
        pursuant to which the Security Insurer has unconditionally guaranteed payments
        of Scheduled Payments, all as more fully set forth in the Note
        Policy.

       

      Reference
        is made to the further provisions of this Note set forth on the reverse hereof,
        which shall have the same effect as though fully set forth on the face of
        this
        Note.

       

      Unless
        the certificate of authentication hereon has been executed by the Trustee
        whose
        name appears below by manual signature, this Note shall not be entitled to
        any
        benefit under the Indenture referred to on the reverse hereof, or be valid
        or
        obligatory for any purpose.

       

      
        
          
          

        

        
          
            

              Exhibit
                A-1 Page 2

            

          

          
            

          

        

        
          
          

        

      

       

      IN
        WITNESS WHEREOF, the Trust has caused this instrument to be signed, manually
        or
        in facsimile, by its Authorized Officer as of the date set forth
        below.

      
        	 	 	 
	Date:
                November ___, 2007 	
                UPFC
                  AUTO RECEIVABLES TRUST 2007-B

                 

                By:  
                    WELLS
                  FARGO DELAWARE TRUST  COMPANY,
                  not in its individual capacity but Solely
                  as Owner Trustee under the Trust Agreement

              
	 
 	 
 	 
 
	
              	By:  	 
	 	
                
Name:
	 	Title: 


      

       

      TRUSTEE’S
        CERTIFICATE OF AUTHENTICATION

       

      This
        is
        one of the Notes designated above and referred to in the within-mentioned
        Indenture.

       

      
        	 	 	 
	
                Date:
                  November ___, 2007 

              	
                DEUTSCHE
                  BANK TRUST COMPANY AMERICAS, 

                not
                  in its individual capacity but solely as Trustee

              
	 
 	 
 	 
 
	
              	By:  	
              
	 	
                
Authorized
                Signer
	 	
              


      

       

      
        
          
          

        

        
          
            

              Exhibit
                A-1 Page 3

            

          

          
            

          

        

        
          
          

        

      

       

      [REVERSE
        OF NOTE]

       

      This
        Note
        is one of a duly authorized issue of Notes of the Trust, designated as its
        Class
        A-1 4.98685% Asset Backed Notes (herein called the “Class
        A-1 Notes”),
        all
        issued under an Indenture dated as of November 1, 2007 (such indenture, as
        supplemented or amended, is herein called the “Indenture”),
        between the Trust and Deutsche Bank Trust Company Americas, as trustee (the
        “Trustee,”
which
        term includes any successor Trustee under the Indenture) and as trust collateral
        agent (the “Trust
        Collateral Agent”),
        which
        term includes any successor Trust Collateral Agent) to which Indenture and
        all
        indentures supplemental thereto reference is hereby made for a statement
        of the
        respective rights and obligations thereunder of the Trust, the Trustee and
        the
        Holders of the Notes. The Notes are subject to all terms of the Indenture.
        All
        terms used in this Note that are defined in the Indenture, as supplemented
        or
        amended, shall have the meanings assigned to them in or pursuant to the
        Indenture, as so supplemented or amended.

       

      The
        Class
        A-1 Notes, the Class A-2 Notes and the Class A-3 Notes (together, the
“Notes”)
        are
        and will be equally and ratably secured by the collateral pledged as security
        therefor as provided in the Indenture.

       

      Principal
        of the Class A-1 Notes will be payable on each Distribution Date in an amount
        described on the face hereof. “Distribution
        Date”
means
        the 15th day of each month, or, if any such date is not a Business Day, the
        next
        succeeding Business Day, commencing December 17, 2007. The term “Distribution
        Date,”
shall
        be deemed to include the Final Scheduled Distribution Date.

       

      As
        described above, the entire unpaid principal amount of this Note shall be
        due
        and payable on the earlier of the Final Scheduled Distribution Date and the
        Redemption Date, if any, pursuant to the Indenture. As described above, a
        portion of the unpaid principal balance of this Note shall be due and payable
        on
        the Redemption Date, if any. Notwithstanding the foregoing, the entire unpaid
        principal amount of the Notes shall be due and payable (i) on the date on
        which
        an Event of Default shall have occurred and be continuing if the Security
        Insurer has declared the Notes to be immediately due and payable in the manner
        provided in the Indenture, so long as an Insurer Default shall not have occurred
        and be continuing or (ii) if an Insurer Default shall have occurred and be
        continuing, on the date on which an Event of Default shall have occurred
        and be
        continuing and the Trustee or the Holders of the Notes representing at least
        a
        majority of the Outstanding Amount of the Notes have declared the Notes to
        be
        immediately due and payable in the manner provided in the Indenture. All
        principal payments on the Class A-1 Notes shall be made pro rata to the Class
        A-1 Noteholders entitled thereto.

       

      Payments
        of interest on this Note due and payable on each Distribution Date, together
        with the installment of principal, if any, to the extent not in full payment
        of
        this Note, shall be made by check mailed to the Person whose name appears
        as the
        Holder of this Note (or one or more Predecessor Notes) on the Note Register
        as
        of the close of business on each Record Date, except that with respect to
        Notes
        registered on the Record Date in the name of the nominee of the Clearing
        Agency
        (initially, such nominee to be Cede & Co.), payments will be made by wire
        transfer in immediately available funds to the account designated by such
        nominee. Such checks shall be mailed to the Person entitled thereto at the
        address of such Person as it appears on the Note Register as of the applicable
        Record Date without requiring that this Note be submitted for notation of
        payment. Any reduction in the principal amount of this Note (or any one or
        more
        Predecessor Notes) effected by any payments made on any Distribution Date
        shall
        be binding upon all future Holders of this Note and of any Note issued upon
        the
        registration of transfer hereof or in exchange hereof or in lieu hereof,
        whether
        or not noted hereon. If funds are expected to be available, as provided in
        the
        Indenture, for payment in full of the then remaining unpaid principal amount
        of
        this Note on a Distribution Date, then the Trustee, in the name of and on
        behalf
        of the Trust, will notify the Person who was the Holder hereof as of the
        Record
        Date preceding such Distribution Date by notice mailed prior to such
        Distribution Date and the amount then due and payable shall be payable only
        upon
        presentation and surrender of this Note at the Trustee’s principal Corporate
        Trust Office.

       

      
        
          
          

        

        
          
             

            

              Exhibit
                A-1 Page 4

            

             

          

          
            

          

        

        
          
          

        

      

       

      The
        Trust
        shall pay interest on overdue installments of interest at the Class A-1 Interest
        Rate to the extent lawful.

       

      As
        provided in the Indenture and subject to certain limitations set forth therein,
        the transfer of this Note may be registered on the Note Register upon surrender
        of this Note for registration of transfer at the office or agency designated
        by
        the Trust pursuant to the Indenture, (i) duly endorsed by, or accompanied
        by a
        written instrument of transfer in form satisfactory to the Trustee duly executed
        by, the Holder hereof or his attorney duly authorized in writing, with such
        signature guaranteed by an “eligible guarantor institution” meeting the
        requirements of the Note Registrar which requirements include membership
        or
        participation in Securities Transfer Agents Medallion Program (“STAMP”)
        or
        such other “signature guarantee program” as may be determined by the Note
        Registrar in addition to, or in substitution for, STAMP, all in accordance
        with
        the Exchange Act, and (ii) accompanied by such other documents as the Trustee
        may require, and thereupon one or more new Notes of authorized denominations
        and
        in the same aggregate principal amount will be issued to the designated
        transferee or transferees. No service charge will be charged for any
        registration of transfer or exchange of this Note, but the transferor may
        be
        required to pay a sum sufficient to cover any tax or other governmental charge
        that may be imposed in connection with any such registration of transfer
        or
        exchange.

       

      Each
        Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note
        Owner, a beneficial interest in a Note covenants and agrees (i) that no recourse
        may be taken, directly or indirectly, with respect to the obligations of
        the
        Trust, the Owner Trustee or the Trustee on the Notes or under the Indenture
        or
        any certificate or other writing delivered in connection therewith, against
        (a) the Seller, the Servicer, the Trustee or the Owner Trustee in its
        individual capacity, (b) any owner of a beneficial interest in the Trust
        or (c)
        any partner, owner, beneficiary, agent, officer, director or employee of
        the
        Seller, the Servicer, the Trustee or the Owner Trustee in its individual
        capacity, any holder of a beneficial interest in the Trust, the Seller, the
        Servicer, the Owner Trustee or the Trustee or of any successor or assign
        of the
        Seller, the Servicer, the Trustee or the Owner Trustee in its individual
        capacity, except as any such Person may have expressly agreed (it being
        understood that the Trustee and the Owner Trustee have no such obligations
        in
        their individual capacity) and except that any such partner, owner or
        beneficiary shall be fully liable, to the extent provided by applicable law,
        for
        any unpaid consideration for stock, unpaid capital contribution or failure
        to
        pay any installment or call owing to such entity, and (ii) to treat the Notes
        as
        indebtedness for purposes of federal income, state and local income and
        franchise and any other income taxes.

       

      
        
          
          

        

        
          

             

            

              Exhibit
                A-1 Page 5

            

             

          

          
            

          

        

        
          
          

        

      

       

      Prior
        to
        the due presentment for registration of transfer of this Note, the Trust,
        the
        Trustee and the Security Insurer and any agent of the Trust, the Trustee
        or the
        Security Insurer may treat the Person in whose name this Note (as of the
        day of
        determination or as of such other date as may be specified in the Indenture)
        is
        registered as the owner hereof for all purposes, whether or not this Note
        be
        overdue, and neither the Trust, the Trustee nor any such agent shall be affected
        by notice to the contrary.

       

      The
        Indenture permits, with certain exceptions as therein provided, the amendment
        thereof and the modification of the rights and obligations of the Trust and
        the
        rights of the Holders of the Notes under the Indenture at any time by the
        Trust
        with the consent of the Security Insurer and, if an Insurer Default has occurred
        and is continuing, of the Noteholders representing a majority of the Outstanding
        Amount of all Notes at the time Outstanding. The Indenture also contains
        provisions permitting the Noteholders representing specified percentages
        of the
        Outstanding Amount of the Notes, on behalf of the Holders of all the Notes,
        to
        waive compliance by the Trust with certain provisions of the Indenture and
        certain past defaults under the Indenture and their consequences. Any such
        consent or waiver by the Holder of this Note (or any one of more Predecessor
        Notes) shall be conclusive and binding upon such Holder and upon all future
        Holders of this Note and of any Note issued upon the registration of transfer
        hereof or in exchange hereof or in lieu hereof whether or not notation of
        such
        consent or waiver is made upon this Note. The Indenture also permits the
        Trustee
        to amend or waive certain terms and conditions set forth in the Indenture
        without the consent of Holders of the Notes issued thereunder.

       

      The
        term
“Trust”
as
        used
        in this Note includes any successor to the Trust under the
        Indenture.

       

      The
        Trust
        is permitted by the Indenture, under certain circumstances, to merge or
        consolidate, subject to the rights of the Trustee and the Noteholders under
        the
        Indenture.

       

      The
        Notes
        are issuable only in registered form in denominations as provided in the
        Indenture, subject to certain limitations therein set forth.

       

      This
        Note
        and the Indenture shall be construed in accordance with the laws of the State
        of
        New York, without reference to its conflict of law provisions, and the
        obligations, rights and remedies of the parties hereunder and thereunder
        shall
        be determined in accordance with such laws.

       

      No
        reference herein to the Indenture and no provision of this Note or of the
        Indenture shall alter or impair the obligation of the Trust, which is absolute
        and unconditional, to pay the principal of and interest on this Note at the
        times, place, and rate, and in the coin or currency herein
        prescribed.

       

       

      
        
          
          

        

        
          

            

              Exhibit
                A-1 Page 6

            

             

          

          
            

          

        

        
          
          

        

      

      
         

        Anything
          herein to the contrary notwithstanding, except as expressly provided in
          the
          Indenture or the Basic Documents, neither Wells Fargo Delaware Trust Company
          in
          its individual capacity, any owner of a beneficial interest in the Trust,
          nor
          any of their respective partners, beneficiaries, agents, officers, directors,
          employees or successors or assigns shall be personally liable for, nor
          shall
          recourse be had to any of them for, the payment of principal of or interest
          on,
          or performance of, or omission to perform, any of the covenants, obligations
          or
          indemnifications contained in this Note or the Indenture, it being expressly
          understood that said covenants, obligations and indemnifications have been
          made
          by the Owner Trustee for the sole purposes of binding the interests of
          the Owner
          Trustee in the assets of the Trust. The Holder of this Note by the acceptance
          hereof agrees that except as expressly provided in the Indenture or the
          Basic
          Documents, in the case of an Event of Default under the Indenture, the
          Holder
          shall have no claim against any of the foregoing for any deficiency, loss
          or
          claim therefrom; provided,
          however,
          that
          nothing contained herein shall be taken to prevent recourse to, and enforcement
          against, the assets of the Trust for any and all liabilities, obligations
          and
          undertakings contained in the Indenture or in this Note.

         

        
          
            
            

          

          
            

              

                Exhibit
                  A-1 Page 7

              

               

            

            
              

            

          

          
            
            

          

        

        




      ASSIGNMENT

       

      Social
        Security or taxpayer I.D. or other identifying number of assignee

       

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

       ________________________________

      (name
        and
        address of assignee)

       

      the
        within Note and all rights thereunder, and hereby irrevocably constitutes
        and
        appoints, attorney, to transfer said Note on the books kept for registration
        thereof, with full power of substitution in the premises.

       

      
        	 	 	 	 
	Dated  _______________________________________________   1 	 	 	Signature Guaranteed:
	
              	 	 	
              
	  	 	 	  
                


      

             

      


      
        
          

        
1 NOTE:
        The
        signature to this assignment must correspond with the name of the registered
        owner as it appears on the face of the within Note in every particular, without
        alteration, enlargement or any change whatsoever.

       

      
        
          
          

        

        
          

            

              Exhibit
                A-1 Page 8

            

             

          

          
            

          

        

        
          
          

        

      

       

      
        (EXECUTION
          VERSION)

      

       

      EXHIBIT
        A-2

       

      REGISTERED                                                                    $93,000,000

      No.
        1

       

      SEE
        REVERSE FOR CERTAIN DEFINITIONS

       

      CUSIP
        NO.
        903207 AB4

       

      Unless
        this Note is presented by an authorized representative of The Depository
        Trust
        Company, a New York corporation (“DTC”),
        to
        the Trust or its agent for registration of transfer, exchange or payment,
        and
        any Note issued is registered in the name of Cede & Co. or in such other
        name as is requested by an authorized representative of DTC (and any payment
        is
        made to Cede & Co. or to such other entity as is requested by an authorized
        representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
        OR
        OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
        hereof, Cede & Co., has an interest herein.

       

      THE
        PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN.
        ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY
        BE
        LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

       

      UPFC
        AUTO
        RECEIVABLES TRUST 2007-B

       

      CLASS
        A-2
        5.75% ASSET BACKED NOTE

       

      UPFC
        Auto
        Receivables Trust 2007-B, a statutory trust organized and existing under
        the
        laws of the State of Delaware (herein referred to as the “Trust”),
        for
        value received, hereby promises to pay to CEDE & CO., or registered assigns,
        the principal sum of $93,000,000 payable on each Distribution Date in an
        amount
        equal to the result obtained by multiplying (i) a fraction the numerator
        of
        which is $93,000,000 and the denominator of which is $93,000,000 by (ii)
        the
        aggregate amount, if any, payable from the Note Distribution Account in respect
        of principal on the Class A-2 Notes pursuant to the Indenture; provided,
        however,
        that
        the entire unpaid principal amount of this Note shall be due and payable
        on the
        September 15, 2010 Distribution Date (the “Final
        Scheduled Distribution Date”).
        The
        Trust will pay interest on this Note at the rate per annum shown above on
        each
        Distribution Date until the principal of this Note is paid or made available
        for
        payment. Interest on this Note will accrue for each Distribution Date from
        the
        most recent Distribution Date on which interest has been paid to but excluding
        such Distribution Date or, if no interest has yet been paid, from November
        8,
        2007. Interest will be computed on the basis of a 360 day year consisting
        of
        twelve 30-day months. Such principal of and interest on this Note shall be
        paid
        in the manner specified on the reverse hereof.

       

      The
        principal of and interest on this Note are payable in such coin or currency
        of
        the United States of America as at the time of payment is legal tender for
        payment of public and private debts. All payments made by the Trust with
        respect
        to this Note shall be applied first to interest due and payable on this Note
        as
        provided above and then to the unpaid principal of this Note.

       

      
        
          
          

        

        
          
             

            

              Exhibit
                A-2 Page 1

            

             

          

          
            

          

        

        
          
          

        

      

       

      The
        Notes
        are entitled to the benefits of a note guaranty insurance policy (the
“Note Policy”)
        issued
        by Ambac Assurance Corporation (the “Security
        Insurer”),
        pursuant to which the Security Insurer has unconditionally guaranteed payments
        of Scheduled Payments, all as more fully set forth in the Note
        Policy.

       

      Reference
        is made to the further provisions of this Note set forth on the reverse hereof,
        which shall have the same effect as though fully set forth on the face of
        this
        Note.

       

      Unless
        the certificate of authentication hereon has been executed by the Trustee
        whose
        name appears below by manual signature, this Note shall not be entitled to
        any
        benefit under the Indenture referred to on the reverse hereof, or be valid
        or
        obligatory for any purpose.

       

      
        
          
          

        

        
          

            

              Exhibit
                A-2 Page 2

            

          

          
            

          

        

        
          
          

        

      

       

      IN
        WITNESS WHEREOF, the Trust has caused this instrument to be signed, manually or
        in facsimile, by its Authorized Officer as of the date set forth
        below.

      
        	 	 	 
	Date:
                November ___, 2007	
                UPFC AUTO RECEIVABLES TRUST 2007-B

                 

                
                  By:
                     WELLS
                    FARGO DELAWARE TRUST

                  COMPANY,
                    not in its individual capacity

                  but
                    solely as Owner Trustee under the Trust

                  Agreement

                

              
	 
 	 
 	 
 
	
              	By:  	
              
	 	
                

              
	 	
              


      

       

       TRUSTEE’S
        CERTIFICATE OF AUTHENTICATION

       

      This
        is
        one of the Notes designated above and referred to in the within-mentioned
        Indenture.

      
        	 	 	 
	Date:
                November ___, 2007	
                DEUTSCHE
                  BANK
                  TRUST COMPANY 

                AMERICAS,
                  not in its individual capacity but

                solely
                  as Trustee

              
	 
 	 
 	 
 
	
              	By:  	 
	 	
                
Authorized
                Signer
	 	
              


      

       

      
        
          
          

        

        
          

            

              Exhibit
                A-2 Page 3

            

          

          
            

          

        

        
          
          

        

      

         

      [REVERSE
        OF NOTE]

       

      This
        Note
        is one of a duly authorized issue of Notes of the Trust, designated as its
        Class
        A-2 5.75% Asset Backed Notes (herein called the “Class
        A-2 Notes”),
        all
        issued under an Indenture dated as of November 1, 2007 (such indenture, as
        supplemented or amended, is herein called the “Indenture”),
        between the Trust and Deutsche Bank Trust Company Americas, as trustee (the
        “Trustee,”
which
        term includes any successor Trustee under the Indenture) and as trust collateral
        agent (the “Trust
        Collateral Agent”),
        which
        term includes any successor Trust Collateral Agent) to which Indenture and
        all
        indentures supplemental thereto reference is hereby made for a statement
        of the
        respective rights and obligations thereunder of the Trust, the Trustee and
        the
        Holders of the Notes. The Notes are subject to all terms of the Indenture.
        All
        terms used in this Note that are defined in the Indenture, as supplemented
        or
        amended, shall have the meanings assigned to them in or pursuant to the
        Indenture, as so supplemented or amended.

       

      The
        Class
        A-1 Notes, the Class A-2 Notes and the Class A-3 Notes (together, the
“Notes”)
        are
        and will be equally and ratably secured by the collateral pledged as security
        therefor as provided in the Indenture.

       

      Principal
        of the Class A-2 Notes will be payable on each Distribution Date in an amount
        described on the face hereof. “Distribution
        Date”
means
        the 15th day of each month, or, if any such date is not a Business Day, the
        next
        succeeding Business Day, commencing December 17, 2007. The term “Distribution
        Date,”
shall
        be deemed to include the Final Scheduled Distribution Date.

       

      As
        described above, the entire unpaid principal amount of this Note shall be
        due
        and payable on the earlier of the Final Scheduled Distribution Date and the
        Redemption Date, if any, pursuant to the Indenture. As described above, a
        portion of the unpaid principal balance of this Note shall be due and payable
        on
        the Redemption Date, if any. Notwithstanding the foregoing, the entire unpaid
        principal amount of the Notes shall be due and payable (i) on the date on
        which
        an Event of Default shall have occurred and be continuing if the Security
        Insurer has declared the Notes to be immediately due and payable in the manner
        provided in the Indenture, so long as an Insurer Default shall not have occurred
        and be continuing or (ii) if an Insurer Default shall have occurred and be
        continuing, on the date on which an Event of Default shall have occurred
        and be
        continuing and the Trustee or the Holders of the Notes representing at least
        a
        majority of the Outstanding Amount of the Notes have declared the Notes to
        be
        immediately due and payable in the manner provided in the Indenture. All
        principal payments on the Class A-2 Notes shall be made pro rata to the Class
        A-2 Noteholders entitled thereto.

       

      Payments
        of interest on this Note due and payable on each Distribution Date, together
        with the installment of principal, if any, to the extent not in full payment
        of
        this Note, shall be made by check mailed to the Person whose name appears
        as the
        Holder of this Note (or one or more Predecessor Notes) on the Note Register
        as
        of the close of business on each Record Date, except that with respect to
        Notes
        registered on the Record Date in the name of the nominee of the Clearing
        Agency
        (initially, such nominee to be Cede & Co.), payments will be made by wire
        transfer in immediately available funds to the account designated by such
        nominee. Such checks shall be mailed to the Person entitled thereto at the
        address of such Person as it appears on the Note Register as of the applicable
        Record Date without requiring that this Note be submitted for notation of
        payment. Any reduction in the principal amount of this Note (or any one or
        more
        Predecessor Notes) effected by any payments made on any Distribution Date
        shall
        be binding upon all future Holders of this Note and of any Note issued upon
        the
        registration of transfer hereof or in exchange hereof or in lieu hereof,
        whether
        or not noted hereon. If funds are expected to be available, as provided in
        the
        Indenture, for payment in full of the then remaining unpaid principal amount
        of
        this Note on a Distribution Date, then the Trustee, in the name of and on
        behalf
        of the Trust, will notify the Person who was the Holder hereof as of the
        Record
        Date preceding such Distribution Date by notice mailed prior to such
        Distribution Date and the amount then due and payable shall be payable only
        upon
        presentation and surrender of this Note at the Trustee’s principal Corporate
        Trust Office.

       

      
        
          
          

        

        
          

            

              Exhibit
                A-2 Page 4

            

          

          
            

          

        

        
          
          

        

      

       

      The
        Trust
        shall pay interest on overdue installments of interest at the Class A-2 Interest
        Rate to the extent lawful.

       

      As
        provided in the Indenture and subject to certain limitations set forth therein,
        the transfer of this Note may be registered on the Note Register upon surrender
        of this Note for registration of transfer at the office or agency designated
        by
        the Trust pursuant to the Indenture, (i) duly endorsed by, or accompanied
        by a
        written instrument of transfer in form satisfactory to the Trustee duly executed
        by, the Holder hereof or his attorney duly authorized in writing, with such
        signature guaranteed by an “eligible guarantor institution” meeting the
        requirements of the Note Registrar which requirements include membership
        or
        participation in Securities Transfer Agents Medallion Program (“STAMP”)
        or
        such other “signature guarantee program” as may be determined by the Note
        Registrar in addition to, or in substitution for, STAMP, all in accordance
        with
        the Exchange Act, and (ii) accompanied by such other documents as the Trustee
        may require, and thereupon one or more new Notes of authorized denominations
        and
        in the same aggregate principal amount will be issued to the designated
        transferee or transferees. No service charge will be charged for any
        registration of transfer or exchange of this Note, but the transferor may
        be
        required to pay a sum sufficient to cover any tax or other governmental charge
        that may be imposed in connection with any such registration of transfer
        or
        exchange.

       

      Each
        Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note
        Owner, a beneficial interest in a Note covenants and agrees (i) that no recourse
        may be taken, directly or indirectly, with respect to the obligations of
        the
        Trust, the Owner Trustee or the Trustee on the Notes or under the Indenture
        or
        any certificate or other writing delivered in connection therewith, against
        (a) the Seller, the Servicer, the Trustee or the Owner Trustee in its
        individual capacity, (b) any owner of a beneficial interest in the Trust
        or (c)
        any partner, owner, beneficiary, agent, officer, director or employee of
        the
        Seller, the Servicer, the Trustee or the Owner Trustee in its individual
        capacity, any holder of a beneficial interest in the Trust, the Seller, the
        Servicer, the Owner Trustee or the Trustee or of any successor or assign
        of the
        Seller, the Servicer, the Trustee or the Owner Trustee in its individual
        capacity, except as any such Person may have expressly agreed (it being
        understood that the Trustee and the Owner Trustee have no such obligations
        in
        their individual capacity) and except that any such partner, owner or
        beneficiary shall be fully liable, to the extent provided by applicable law,
        for
        any unpaid consideration for stock, unpaid capital contribution or failure
        to
        pay any installment or call owing to such entity, and (ii) to treat the Notes
        as
        indebtedness for purposes of federal income, state and local income and
        franchise and any other income taxes.

       

      
        
          
          

        

        
          

            

              Exhibit
                A-2 Page 5

            

          

          
            

          

        

        
          
          

        

      

       

      Prior
        to
        the due presentment for registration of transfer of this Note, the Trust,
        the
        Trustee and the Security Insurer and any agent of the Trust, the Trustee
        or the
        Security Insurer may treat the Person in whose name this Note (as of the
        day of
        determination or as of such other date as may be specified in the Indenture)
        is
        registered as the owner hereof for all purposes, whether or not this Note
        be
        overdue, and neither the Trust, the Trustee nor any such agent shall be affected
        by notice to the contrary.

       

      The
        Indenture permits, with certain exceptions as therein provided, the amendment
        thereof and the modification of the rights and obligations of the Trust and
        the
        rights of the Holders of the Notes under the Indenture at any time by the
        Trust
        with the consent of the Security Insurer and, if an Insurer Default has occurred
        and is continuing, of the Noteholders representing a majority of the Outstanding
        Amount of all Notes at the time Outstanding. The Indenture also contains
        provisions permitting the Noteholders representing specified percentages
        of the
        Outstanding Amount of the Notes, on behalf of the Holders of all the Notes,
        to
        waive compliance by the Trust with certain provisions of the Indenture and
        certain past defaults under the Indenture and their consequences. Any such
        consent or waiver by the Holder of this Note (or any one of more Predecessor
        Notes) shall be conclusive and binding upon such Holder and upon all future
        Holders of this Note and of any Note issued upon the registration of transfer
        hereof or in exchange hereof or in lieu hereof whether or not notation of
        such
        consent or waiver is made upon this Note. The Indenture also permits the
        Trustee
        to amend or waive certain terms and conditions set forth in the Indenture
        without the consent of Holders of the Notes issued thereunder.

       

      The
        term
“Trust”
as
        used
        in this Note includes any successor to the Trust under the
        Indenture.

       

      The
        Trust
        is permitted by the Indenture, under certain circumstances, to merge or
        consolidate, subject to the rights of the Trustee and the Noteholders under
        the
        Indenture.

       

      The
        Notes
        are issuable only in registered form in denominations as provided in the
        Indenture, subject to certain limitations therein set forth.

       

      This
        Note
        and the Indenture shall be construed in accordance with the laws of the State
        of
        New York, without reference to its conflict of law provisions, and the
        obligations, rights and remedies of the parties hereunder and thereunder
        shall
        be determined in accordance with such laws.

       

      No
        reference herein to the Indenture and no provision of this Note or of the
        Indenture shall alter or impair the obligation of the Trust, which is absolute
        and unconditional, to pay the principal of and interest on this Note at the
        times, place, and rate, and in the coin or currency herein
        prescribed.

       

      
        
          
          

        

        
          
            

              Exhibit
                A-2 Page 6

            

          

          
            

          

        

        
          
          

        

      

      
         

        Anything
          herein to the contrary notwithstanding, except as expressly provided in
          the
          Indenture or the Basic Documents, neither Wells Fargo Delaware Trust Company
          in
          its individual capacity, any owner of a beneficial interest in the Trust,
          nor
          any of their respective partners, beneficiaries, agents, officers, directors,
          employees or successors or assigns shall be personally liable for, nor
          shall
          recourse be had to any of them for, the payment of principal of or interest
          on,
          or performance of, or omission to perform, any of the covenants, obligations
          or
          indemnifications contained in this Note or the Indenture, it being expressly
          understood that said covenants, obligations and indemnifications have been
          made
          by the Owner Trustee for the sole purposes of binding the interests of
          the Owner
          Trustee in the assets of the Trust. The Holder of this Note by the acceptance
          hereof agrees that except as expressly provided in the Indenture or the
          Basic
          Documents, in the case of an Event of Default under the Indenture, the
          Holder
          shall have no claim against any of the foregoing for any deficiency, loss
          or
          claim therefrom; provided,
          however,
          that
          nothing contained herein shall be taken to prevent recourse to, and enforcement
          against, the assets of the Trust for any and all liabilities, obligations
          and
          undertakings contained in the Indenture or in this Note.

         

        
          
            
            

          

          
            
              

                Exhibit
                  A-2 Page 7

              

            

            
              

            

          

          
            
            

          

        

         

      

      ASSIGNMENT

       

      Social
        Security or taxpayer I.D. or other identifying number of assignee

       

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

      ________________________________

      (name
        and
        address of assignee)

       

      the
        within Note and all rights thereunder, and hereby irrevocably constitutes
        and
        appoints, attorney, to transfer said Note on the books kept for registration
        thereof, with full power of substitution in the premises.

      

        
          	 	 	 	 
	
                  Dated
                    ___________________________________________ 2

                   

                	 	 	
                  Signature
                    Guaranteed:

                   

                
	 	 	 	 
	 	 	 	 


        

         

      

      
        
          

        
2 NOTE:
        The
        signature to this assignment must correspond with the name of the registered
        owner as it appears on the face of the within Note in every particular, without
        alteration, enlargement or any change whatsoever.

       

      
        
          
          

        

        
          

            

              Exhibit
                A-2 Page 8

            

          

          
            

          

        

        
          
          

        

      

      

        (EXECUTION
          VERSION)



      EXHIBIT
        A-3

       

      REGISTERED                                                                        $99,000,000

      No.
        1

       

      SEE
        REVERSE FOR CERTAIN DEFINITIONS

       

      CUSIP
        NO.
        903207 AC2

       

      Unless
        this Note is presented by an authorized representative of The Depository
        Trust
        Company, a New York corporation (“DTC”),
        to
        the Trust or its agent for registration of transfer, exchange or payment,
        and
        any Note issued is registered in the name of Cede & Co. or in such other
        name as is requested by an authorized representative of DTC (and any payment
        is
        made to Cede & Co. or to such other entity as is requested by an authorized
        representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
        OR
        OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
        hereof, Cede & Co., has an interest herein.

       

      THE
        PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN.
        ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY
        BE
        LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

       

      UPFC
        AUTO
        RECEIVABLES TRUST 2007-B

       

      CLASS
        A-3
        6.15% ASSET BACKED NOTE

       

      UPFC
        Auto
        Receivables Trust 2007-B, a statutory trust organized and existing under
        the
        laws of the State of Delaware (herein referred to as the “Trust”),
        for
        value received, hereby promises to pay to CEDE & CO., or registered assigns,
        the principal sum of $99,000,000 payable on each Distribution Date in an
        amount
        equal to the result obtained by multiplying (i) a fraction the numerator
        of
        which is $99,000,000 and the denominator of which is $99,000,000 by (ii)
        the
        aggregate amount, if any, payable from the Note Distribution Account in respect
        of principal on the Class A-3 Notes pursuant to the Indenture; provided,
        however,
        that
        the entire unpaid principal amount of this Note shall be due and payable
        on the
        July 15, 2014 Distribution Date (the “Final
        Scheduled Distribution Date”).
        The
        Trust will pay interest on this Note at the rate per annum shown above on
        each
        Distribution Date until the principal of this Note is paid or made available
        for
        payment. Interest on this Note will accrue for each Distribution Date from
        the
        most recent Distribution Date on which interest has been paid to but excluding
        such Distribution Date or, if no interest has yet been paid, from November
        8,
        2007. Interest will be computed on the basis of a 360-day year consisting
        of
        twelve 30-day months. Such principal of and interest on this Note shall be
        paid
        in the manner specified on the reverse hereof.

       

      The
        principal of and interest on this Note are payable in such coin or currency
        of
        the United States of America as at the time of payment is legal tender for
        payment of public and private debts. All payments made by the Trust with
        respect
        to this Note shall be applied first to interest due and payable on this Note
        as
        provided above and then to the unpaid principal of this Note.

       

      
        
          
          

        

        
          

            

              Exhibit
                A-3 Page 1

            

          

          
            

          

        

        
          
          

        

      

       

      The
        Notes
        are entitled to the benefits of a note guaranty insurance policy (the
“Note
        Policy”)
        issued
        by Ambac Assurance Corporation (the “Security
        Insurer”),
        pursuant to which the Security Insurer has unconditionally guaranteed payments
        of Scheduled Payments, all as more fully set forth in the Note
        Policy.

       

      Reference
        is made to the further provisions of this Note set forth on the reverse hereof,
        which shall have the same effect as though fully set forth on the face of
        this
        Note.

       

      Unless
        the certificate of authentication hereon has been executed by the Trustee
        whose
        name appears below by manual signature, this Note shall not be entitled to
        any
        benefit under the Indenture referred to on the reverse hereof, or be valid
        or
        obligatory for any purpose.

       

      
        
          
          

        

        
          

            

              Exhibit
                A-3 Page 2

            

          

          
            

          

        

        
          
          

        

      

       

      IN
        WITNESS WHEREOF, the Trust has caused this instrument to be signed, manually
        or
        in facsimile, by its Authorized Officer as of the date set forth
        below.

      
        	 	 	 
	Date:
                November , 2007	
                UPFC
                  AUTO RECEIVABLES TRUST 2007-B

                 

                
                  By:
                     WELLS
                    FARGO DELAWARE TRUST

                  COMPANY,
                    not in its individual capacity 

                  but
                    solely as Owner Trustee under the Trust

                  Agreement

                

              
	 
 	 
 	 
 
	
              	By:  	
              
	 	
                

                Name:

                Title:

              
	 	
              


      

       

      TRUSTEE’S
        CERTIFICATE OF AUTHENTICATION

       

      This
        is
        one of the Notes designated above and referred to in the within-mentioned
        Indenture.

      
        	 	 	 
	Date:
                November , 2007  	
                DEUTSCHE
                  BANK
                  TRUST COMPANY

                AMERICAS, not in its individual capacity but
                  solely as
                  Trustee

              
	 
 	 
 	
                 

                
 

              
	
              	By:  	
              
	 	
                
Authorized
                Signer
	 	
              


      

       

      
        
          
          

        

        
          

            

              Exhibit
                A-3 Page 3

            

          

          
            

          

        

        
          
          

        

      

        
[REVERSE
        OF NOTE]

       

      This
        Note
        is one of a duly authorized issue of Notes of the Trust, designated as its
        Class
        A-3 6.15% Asset Backed Notes (herein called the “Class
        A-3 Notes”),
        all
        issued under an Indenture dated as of November 1, 2007 (such indenture, as
        supplemented or amended, is herein called the “Indenture”),
        between the Trust and Deutsche Bank Trust Company Americas, as trustee (the
        “Trustee,”
which
        term includes any successor Trustee under the Indenture) and as trust collateral
        agent (the “Trust
        Collateral Agent”),
        which
        term includes any successor Trust Collateral Agent) to which Indenture and
        all
        indentures supplemental thereto reference is hereby made for a statement
        of the
        respective rights and obligations thereunder of the Trust, the Trustee and
        the
        Holders of the Notes. The Notes are subject to all terms of the Indenture.
        All
        terms used in this Note that are defined in the Indenture, as supplemented
        or
        amended, shall have the meanings assigned to them in or pursuant to the
        Indenture, as so supplemented or amended.

       

      The
        Class
        A-1 Notes, the Class A-2 Notes and the Class A-3 Notes (together, the
“Notes”)
        are
        and will be equally and ratably secured by the collateral pledged as security
        therefor as provided in the Indenture.

       

      Principal
        of the Class A-3 Notes will be payable on each Distribution Date in an amount
        described on the face hereof. “Distribution Date” means the 15th day of each
        month, or, if any such date is not a Business Day, the next succeeding Business
        Day, commencing December 17, 2007. The term “Distribution
        Date,”
shall
        be deemed to include the Final Scheduled Distribution Date.

       

      As
        described above, the entire unpaid principal amount of this Note shall be
        due
        and payable on the earlier of the Final Scheduled Distribution Date and the
        Redemption Date, if any, pursuant to the Indenture. As described above, a
        portion of the unpaid principal balance of this Note shall be due and payable
        on
        the Redemption Date, if any. Notwithstanding the foregoing, the entire unpaid
        principal amount of the Notes shall be due and payable (i) on the date on
        which
        an Event of Default shall have occurred and be continuing if the Security
        Insurer has declared the Notes to be immediately due and payable in the manner
        provided in the Indenture, so long as an Insurer Default shall not have occurred
        and be continuing or (ii) if an Insurer Default shall have occurred and be
        continuing, on the date on which an Event of Default shall have occurred
        and be
        continuing and the Trustee or the Holders of the Notes representing at least
        majority of the Outstanding Amount of the Notes have declared the Notes to
        be
        immediately due and payable in the manner provided in the Indenture. All
        principal payments on the Class A-3 Notes shall be made pro rata to the Class
        A-3 Noteholders entitled thereto.

       

      Payments
        of interest on this Note due and payable on each Distribution Date, together
        with the installment of principal, if any, to the extent not in full payment
        of
        this Note, shall be made by check mailed to the Person whose name appears
        as the
        Holder of this Note (or one or more Predecessor Notes) on the Note Register
        as
        of the close of business on each Record Date, except that with respect to
        Notes
        registered on the Record Date in the name of the nominee of the Clearing
        Agency
        (initially, such nominee to be Cede & Co.), payments will be made by wire
        transfer in immediately available funds to the account designated by such
        nominee. Such checks shall be mailed to the Person entitled thereto at the
        address of such Person as it appears on the Note Register as of the applicable
        Record Date without requiring that this Note be submitted for notation of
        payment. Any reduction in the principal amount of this Note (or any one or
        more
        Predecessor Notes) effected by any payments made on any Distribution Date
        shall
        be binding upon all future Holders of this Note and of any Note issued upon
        the
        registration of transfer hereof or in exchange hereof or in lieu hereof,
        whether
        or not noted hereon. If funds are expected to be available, as provided in
        the
        Indenture, for payment in full of the then remaining unpaid principal amount
        of
        this Note on a Distribution Date, then the Trustee, in the name of and on
        behalf
        of the Trust, will notify the Person who was the Holder hereof as of the
        Record
        Date preceding such Distribution Date by notice mailed prior to such
        Distribution Date and the amount then due and payable shall be payable only
        upon
        presentation and surrender of this Note at the Trustee’s principal Corporate
        Trust Office.

       

      
        
          
          

        

        
          

            

              Exhibit
                A-3 Page 4

            

          

          
            

          

        

        
          
          

        

      

       

      The
        Trust
        shall pay interest on overdue installments of interest at the Class A-3 Interest
        Rate to the extent lawful.

       

      As
        provided in the Indenture and subject to certain limitations set forth therein,
        the transfer of this Note may be registered on the Note Register upon surrender
        of this Note for registration of transfer at the office or agency designated
        by
        the Trust pursuant to the Indenture, (i) duly endorsed by, or accompanied
        by a
        written instrument of transfer in form satisfactory to the Trustee duly executed
        by, the Holder hereof or his attorney duly authorized in writing, with such
        signature guaranteed by an “eligible guarantor institution” meeting the
        requirements of the Note Registrar which requirements include membership
        or
        participation in Securities Transfer Agents Medallion Program (“STAMP”)
        or
        such other “signature guarantee program” as may be determined by the Note
        Registrar in addition to, or in substitution for, STAMP, all in accordance
        with
        the Exchange Act, and (ii) accompanied by such other documents as the Trustee
        may require, and thereupon one or more new Notes of authorized denominations
        and
        in the same aggregate principal amount will be issued to the designated
        transferee or transferees. No service charge will be charged for any
        registration of transfer or exchange of this Note, but the transferor may
        be
        required to pay a sum sufficient to cover any tax or other governmental charge
        that may be imposed in connection with any such registration of transfer
        or
        exchange.

       

      Each
        Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note
        Owner, a beneficial interest in a Note covenants and agrees (i) that no recourse
        may be taken, directly or indirectly, with respect to the obligations of
        the
        Trust, the Owner Trustee or the Trustee on the Notes or under the Indenture
        or
        any certificate or other writing delivered in connection therewith, against
        (a) the Seller, the Servicer, the Trustee or the Owner Trustee in its
        individual capacity, (b) any owner of a beneficial interest in the Trust
        or (c)
        any partner, owner, beneficiary, agent, officer, director or employee of
        the
        Seller, the Servicer, the Trustee or the Owner Trustee in its individual
        capacity, any holder of a beneficial interest in the Trust, the Seller, the
        Servicer, the Owner Trustee or the Trustee or of any successor or assign
        of the
        Seller, the Servicer, the Trustee or the Owner Trustee in its individual
        capacity, except as any such Person may have expressly agreed (it being
        understood that the Trustee and the Owner Trustee have no such obligations
        in
        their individual capacity) and except that any such partner, owner or
        beneficiary shall be fully liable, to the extent provided by applicable law,
        for
        any unpaid consideration for stock, unpaid capital contribution or failure
        to
        pay any installment or call owing to such entity, and (ii) to treat the Notes
        as
        indebtedness for purposes of federal income, state and local income and
        franchise and any other income taxes.

       

      
        
          
          

        

        
          

            

              Exhibit
                A-3 Page 5

            

          

          
            

          

        

        
          
          

        

      

       

      Prior
        to
        the due presentment for registration of transfer of this Note, the Trust,
        the
        Trustee and the Security Insurer and any agent of the Trust, the Trustee
        or the
        Security Insurer may treat the Person in whose name this Note (as of the
        day of
        determination or as of such other date as may be specified in the Indenture)
        is
        registered as the owner hereof for all purposes, whether or not this Note
        be
        overdue, and neither the Trust, the Trustee nor any such agent shall be affected
        by notice to the contrary.

       

      The
        Indenture permits, with certain exceptions as therein provided, the amendment
        thereof and the modification of the rights and obligations of the Trust and
        the
        rights of the Holders of the Notes under the Indenture at any time by the
        Trust
        with the consent of the Security Insurer and, if an Insurer Default has occurred
        and is continuing, of the Noteholders representing a majority of the Outstanding
        Amount of all Notes at the time Outstanding. The Indenture also contains
        provisions permitting the Noteholders representing specified percentages
        of the
        Outstanding Amount of the Notes, on behalf of the Holders of all the Notes,
        to
        waive compliance by the Trust with certain provisions of the Indenture and
        certain past defaults under the Indenture and their consequences. Any such
        consent or waiver by the Holder of this Note (or any one of more Predecessor
        Notes) shall be conclusive and binding upon such Holder and upon all future
        Holders of this Note and of any Note issued upon the registration of transfer
        hereof or in exchange hereof or in lieu hereof whether or not notation of
        such
        consent or waiver is made upon this Note. The Indenture also permits the
        Trustee
        to amend or waive certain terms and conditions set forth in the Indenture
        without the consent of Holders of the Notes issued thereunder.

       

      The
        term
“Trust”
as
        used
        in this Note includes any successor to the Trust under the
        Indenture.

       

      The
        Trust
        is permitted by the Indenture, under certain circumstances, to merge or
        consolidate, subject to the rights of the Trustee and the Noteholders under
        the
        Indenture.

       

      The
        Notes
        are issuable only in registered form in denominations as provided in the
        Indenture, subject to certain limitations therein set forth.

       

      This
        Note
        and the Indenture shall be construed in accordance with the laws of the State
        of
        New York, without reference to its conflict of law provisions, and the
        obligations, rights and remedies of the parties hereunder and thereunder
        shall
        be determined in accordance with such laws.

       

      No
        reference herein to the Indenture and no provision of this Note or of the
        Indenture shall alter or impair the obligation of the Trust, which is absolute
        and unconditional, to pay the principal of and interest on this Note at the
        times, place, and rate, and in the coin or currency herein
        prescribed.

       

      
        
          
          

        

        
          

            

              Exhibit
                A-3 Page 6

            

          

          
            

          

        

        
          
          

        

      

      
         

        Anything
          herein to the contrary notwithstanding, except as expressly provided in
          the
          Indenture or the Basic Documents, neither Wells Fargo Delaware Trust Company
          in
          its individual capacity, any owner of a beneficial interest in the Trust,
          nor
          any of their respective partners, beneficiaries, agents, officers, directors,
          employees or successors or assigns shall be personally liable for, nor
          shall
          recourse be had to any of them for, the payment of principal of or interest
          on,
          or performance of, or omission to perform, any of the covenants, obligations
          or
          indemnifications contained in this Note or the Indenture, it being expressly
          understood that said covenants, obligations and indemnifications have been
          made
          by the Owner Trustee for the sole purposes of binding the interests of
          the Owner
          Trustee in the assets of the Trust. The Holder of this Note by the acceptance
          hereof agrees that except as expressly provided in the Indenture or the
          Basic
          Documents, in the case of an Event of Default under the Indenture, the
          Holder
          shall have no claim against any of the foregoing for any deficiency, loss
          or
          claim therefrom; provided,
          however,
          that
          nothing contained herein shall be taken to prevent recourse to, and enforcement
          against, the assets of the Trust for any and all liabilities, obligations
          and
          undertakings contained in the Indenture or in this Note.

         

        
          
            
            

          

          
            

              

                Exhibit
                  A-3 Page 7

              

            

            
              

            

          

          
            
            

          

        

         

      

      ASSIGNMENT

       

      Social
        Security or taxpayer I.D. or other identifying number of assignee

       

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

       ________________________________

      (name
        and
        address of assignee)

       

      the
        within Note and all rights thereunder, and hereby irrevocably constitutes
        and
        appoints, attorney, to transfer said Note on the books kept for registration
        thereof, with full power of substitution in the premises.

      

        
          	 	 	 	 
	
                  Dated
                    ___________________________________________ 3


                   

                	 	 	
                  Signature
                    Guaranteed: 

                   

                
	 	 	 	 
	 	 	 	 


        

         

      

      
        
          

        
3 NOTE:
        The
        signature to this assignment must correspond with the name of the registered
        owner as it appears on the face of the within Note in every particular, without
        alteration, enlargement or any change whatsoever.

       

      
        
          
          

        

        
          

            

              Exhibit
                A-3 Page 8

            

          

          
            

          

        

        
          
          

        

      

      
        (EXECUTION
          VERSION)

         

      

      SCHEDULE
        A

       

      REPRESENTATIONS
        AND WARRANTIES OF THE TRUST

       

      Representations
        and Warranties Regarding the Receivables:

       

      1.  Security
        Interest in Financed Vehicle.
        This
        Indenture creates a valid and continuing security interest (as defined in
        the
        applicable UCC) in the Receivables in favor of the Trust Collateral Agent,
        which
        security interest is prior to all other Liens, and is enforceable as such
        as
        against creditors of and purchasers from the Seller. The Trust owns and has
        good
        and marketable title to the Receivables free and clear of any Lien (other
        than
        the Lien in favor of the Trust Collateral Agent), claim or encumbrance of
        any
        Person.

       

      2.  All
        Filings Made.
        The
        Trust has taken all steps necessary to perfect the Trust Collateral Agent’s
        security interest in the property securing the Receivables, provided that,
        if
        not done as of the Closing Date, the Trust will cause, within ten days of
        the
        Closing Date, the filing of all appropriate financing statements in the proper
        filing office in the State of Delaware under applicable law in order to perfect
        the security interest in the Receivables granted to the Trust Collateral
        Agent
        hereunder.

       

      3.  No
        Impairment.
        The
        Trust has not done anything to convey any right to any Person that would
        result
        in such Person having a right to payments due under the Receivable or otherwise
        to impair the rights of the Security Insurer, the Trustee, the Trust Collateral
        Agent and the Noteholders in any Receivable or the proceeds thereof. Other
        than
        the security interest granted to the Trust Collateral Agent pursuant to this
        Indenture, the Trust has not pledged, assigned, sold, granted a security
        interest in, or otherwise conveyed any of the Receivables. The Trust has
        not
        authorized the filing of and is not aware of any financing statements against
        the Trust that include a description of collateral covering the Receivables
        other than any financing statement relating to the security interest granted
        to
        the Trust Collateral Agent hereunder or that has been terminated. The Trust
        is
        not aware of any judgment or tax lien filings against it.

       

      4.  Chattel
        Paper.
        The
        Receivables constitute chattel paper within the meaning of the UCC as in
        effect
        in the States of California, Texas, Florida, New York, Delaware, Nevada and
        Minnesota.

       

      5.  Good
        Title.
        Immediately prior to the pledge of the Receivables to the Trust Collateral
        Agent
        pursuant to this Indenture, the Trust was the sole owner thereof and had
        good
        and indefeasible title thereto, free of any Lien and, upon execution and
        delivery of this Agreement, the Trust shall have good and indefeasible title
        to
        and will be the sole owner of such Receivables, free of any Lien. No Dealer
        or
        Third-Party Lender has a participation in, or other right to receive, proceeds
        of any Receivable. The Trust has not taken any action to convey any right
        to any
        Person that would result in such Person having a right to payments received
        under the related Insurance Policies or the related Dealer Agreements, Auto
        Loan
        Purchase and Sale Agreements, Dealer Assignments or Third-Party Lender
        Assignments or to payments due under such Receivables.

       

      
        
          
          

        

        
          

            

              Schedule
                A Page 1

            

          

          
            

          

        

        
          
          

        

      

       

      6.  Possession
        of Original Copies.
        The
        Servicer, as custodian on behalf of the Trust, has in its possession all
        original copies of the contracts that constitute or evidence the
        Receivable.

       

      
        
          
          

        

        
          

            

              Exhibit
                A-3 Page 2

            

          

          
            

          

        

        
          
          

        

      

      

        (EXECUTION
          VERSION)



      SCHEDULE
        B

      


      SERVICING
        CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

      


      The
        assessment of compliance to be delivered by the Indenture Trustee, shall
        address, at a minimum, the criteria identified as below as “Applicable Servicing
        Criteria”:

      

        
          	
                  Reference

                	 	
                  Criteria

                	 	
                   

                
	
                   

                	 	
                   

                  Cash
                    Collection and Administration

                	 	
                   

                
	 	 	 	 	 
	
                  1122(d)(2)(ii)

                	 	
                  Disbursements
                    made via wire transfer on behalf of an obligor or to an investor
                    are made
                    only by authorized personnel.

                	 	
                   

                
	
                   

                	 	
                   

                  Investor
                    Remittances and Reporting

                   

                	 	
                   

                
	
                  1122(d)(3)(ii)

                	 	
                  Amounts
                    due to investors are allocated and remitted in accordance with
                    timeframes,
                    distribution priority and other terms set forth in the transaction
                    agreements.

                   

                	 	
                   

                
	
                  1122(d)(3)(iii)

                	 	
                  Disbursements
                    made to an investor are posted within two business days to the
                    Servicer’s
                    investor records, or such other number of days specified in the
                    transaction agreements.

                   

                	 	
                   

                
	
                  1122(d)(3)(iv)

                	 	
                  Amounts
                    remitted to investors per the investor reports agree with cancelled
                    checks, or other form of payment, or custodial bank
                    statements.

                	 	
                   

                


        

        	 	 	 
	 	Date: _________________________
	 
 	 
 	 
 
	
              	By:  	 
	 	
                
Name:  
	 	Title:


      

       

      
        
          
          

        

        
          

            Schedule
              B Page 1