Item 1.
Business
Item 1A.
Item 1A.
Risk Factors
Item 2.
Properties
Item 3.
Legal Proceedings
Item 4.
Submission of Matters to a Vote of Security Holders
Item 1B.
Item 1B. Unresolved Staff Comments
None
The following substitute information is provided in accordance with General Instruction J. to Form 10-K:
Item 1112(b) of Regulation AB. Significant Obligors of Pool Assets (Financial Information)
No single obligor represents more than 10% of the pool assets held by UPFC Auto Receivables Trust 2007-A (the “Trust”).
Item 1114(b)(2) of Regulation AB. Credit Enhancement and Other Support Except for Certain Derivatives Instruments (Information Regarding Significant Enhancement Providers)
MBIA Insurance Corporation has provided a note guaranty insurance policy for the benefit of the Trust and the holders of the notes (the “Notes”) issued by the Trust. Financial statements of MBIA Inc. and subsidiaries and the financial statements of MBIA Insurance Corporation and subsidiaries are incorporated by reference to MBIA Inc.’s Annual Report on Form 10-K for the year ended December 31, 2007 and are included as Exhibit 99.1 to this Form 10-K.
Item 1115(b) of Regulation AB. Certain Derivative Instruments (Financial Information)
No entity or group of affiliated entities provides any derivative instruments that are used to alter payments characteristics of the cash flows from the Trust.
Item 1117 of Regulation AB. Legal Proceedings
No legal proceedings are pending against any of United Auto Credit Corporation (the “Sponsor”), UPFC Auto Financing Corporation (the “Depositor”) or the Trust, or to our knowledge against Deutsche Bank Trust Company Americas (the “Indenture Trustee”) or MBIA Insurance Corporation, or against any property of any of such entities that are or would be material to holders of the Notes or certificate (the “Certificate”) issued by the Trust.
PART II
The following items have been omitted from Part II in accordance with general instruction J to Form 10-K:
Item 5.
Item 5.
Market for Registrant’s Common Equity and Related Stockholder Matters
Item 6.
Item 6.
Selected Financial Data
Item 7.
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7A.
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
Item 8.
Item 8.
Financial Statements and Supplementary Data
Item 9.
Item 9.
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
Item 9A.
Item 9A.
Controls and Procedures
Item 9B.
Item 9B. Other Information
None.
PART III
The following items have been omitted from Part III in accordance with general instruction J to Form 10-K:
Item 10.
Item 10.
Directors, Executive Officers and Corporate Governance
Item 11.
Item 11.
Executive Compensation
Item 12.
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13.
Item 13.
Certain Relationships and Related Transactions, and Director Independence
Item 14.
Item 14.
Principal Accounting Fees and Services
The following substitute information is provided in accordance with General Instruction J. to Form 10-K:
Item 1119 of Regulation AB. Affiliations and Certain Relationships and Related Transactions.
The Sponsor is the originator, as contemplated by Item 1110 of Regulation AB, of all the pool assets owned by the Trust. The Sponsor is also the primary servicer. The Depositor is a wholly-owned subsidiary of the Sponsor and, therefore, a wholly-owned subsidiary of the originator and the primary servicer. Through its purchase of the Certificate, the Depositor has acquired a 100% ownership interest in the beneficial interests of the Trust; therefore, the Trust is an affiliated party of the Depositor and, indirectly, of the Sponsor (including in its role as originator and primary servicer).
The Indenture Trustee is not affiliated with any of the Sponsor (including in its role as originator and primary servicer), the Depositor or the Trust.
MBIA Insurance Corporation, the external enhancement provider as contemplated by Item 1114 of Regulation AB, is not affiliated with any of the Sponsor (including in its role as originator and primary servicer), the Depositor or the Trust.
There are no significant obligors or support providers, or other material parties related to the Notes or Certificate.
In addition, there are no business relationships, agreements, arrangements, transactions or understandings outside the ordinary course of business or on terms other than would be obtained in an arm’s length transaction with an unrelated party, apart from the transaction involving the issuance of the Notes and Certificate by the Trust, between the Sponsor, the Depositor or the Trust and any of the parties mentioned in this Item.
Item 1122 of Regulation AB. Compliance with Applicable Servicing Criteria
The Sponsor (in its role as servicer) and the Indenture Trustee (collectively, the “Servicing Parties”) have been identified by the registrant as parties participating in the servicing function with respect to the asset pool held by the Trust. Each of the Servicing Parties has completed a report on an assessment of compliance with the servicing function applicable to it (each, a “Servicing Report”), which Servicing Reports are attached as exhibits to this Form 10-K. In addition, each of the Sponsor and the Indenture Trustee has provided an attestation report (each, an “Attestation Report”) by one or more registered public accounting firms, which reports are also attached as exhibits to this From 10-K. Neither the Servicing Report prepared by the Sponsor, nor the Attestation Report provided by the Sponsor, has identified any material instance of noncompliance with the servicing criteria applicable to the Sponsor. Neither the Servicing Report prepared by the Indenture Trustee, nor the Attestation Report provided by the Indenture Trustee, has identified any material instance of noncompliance with the servicing criteria applicable to the Indenture Trustee.
Item 1123 of Regulation AB. Servicer Compliance Statement
The Sponsor (in its role as servicer) has been identified by the registrant as a servicer with respect to the asset pool held by the Trust. The Sponsor has completed a statement of compliance with applicable servicing criteria (the “Compliance Statement”), signed by an authorized officer of the Sponsor. The Compliance Statement is attached as an exhibit to this Form 10-K.
PART IV
Item 15.
Item 15. Exhibits and Financial Statement Schedules
(a)
(1) Financial Statements: Not Applicable.
(2) Financial Statement Schedules: Not Applicable.
(3) List of Exhibits
The following exhibits are filed as part of, and incorporated by reference into, this Annual Report on Form 10-K:
(b) Exhibits.
The registrant hereby files as part of this Annual Report on Form 10-K the exhibits listed in Item 15(a)(3) set forth above.
(c) Financial Statement Schedule
Not Applicable.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
INDEX TO EXHIBITS