SALE AND SERVICING AGREEMENT by and between DRIVE AUTO RECEIVABLES TRUST 20[ ]-[ ], as Issuer DRIVE AUTO RECEIVABLES LLC, as Seller DRIVE CONSUMER USA INC., as Servicer as Backup Servicer and as Indenture Trustee Dated as of [ ], 20[ ]

Exhibit 10.2

SALE AND SERVICING AGREEMENT

by and between

DRIVE AUTO RECEIVABLES TRUST 20[ ]-[ ],

as Issuer

DRIVE AUTO RECEIVABLES LLC,

as Seller

DRIVE CONSUMER USA INC.,

as Servicer

[ ],

as Backup Servicer

and

[ ]

as Indenture Trustee

Dated as of [ ], 20[ ]

TABLE OF CONTENTS


		Page
ARTICLE I DEFINITIONS AND USAGE			1

SECTION 1.1	Definitions		1
SECTION 1.2	Other Interpretive Provisions		1

ARTICLE II CONVEYANCE OF TRANSFERRED ASSETS			1

SECTION 2.1	Conveyance of Transferred Assets		1
SECTION 2.2	Representations and Warranties of the Seller as to each Contract		3
SECTION 2.3	Repurchase upon Breach		4
SECTION 2.4	Custody of Contract Files		4
SECTION 2.5	Funding Events		5

ARTICLE III ADMINISTRATION AND SERVICING OF CONTRACTS AND TRUST PROPERTY			6

SECTION 3.1	Duties of Servicer		6
SECTION 3.2	Collection and Application of Contract Payments		7
SECTION 3.3	Realization Upon Contracts		7
SECTION 3.4	Maintenance of Security Interests in Financed Vehicles		7
SECTION 3.5	Covenants of Servicer		8
SECTION 3.6	Purchase of Contracts Upon Breach		8
SECTION 3.7	Servicing Fee		9
SECTION 3.8	Servicer’s Certificate		9
SECTION 3.9	Annual Officer’s Certificate; Notice of Servicer Termination Event		11
SECTION 3.10	Annual Servicing Report of Independent Public Accountants		11
SECTION 3.11	Servicer Expenses		11
SECTION 3.12	Fidelity Bond		11
SECTION 3.13	1934 Act Filings		11

ARTICLE IV DISTRIBUTIONS; ACCOUNTS STATEMENTS TO THE RESIDUAL INTERESTHOLDERS AND THE NOTEHOLDERS			12

SECTION 4.1	Establishment of Accounts		12
SECTION 4.2	Remittances		14
SECTION 4.3	Additional Deposits and Payments		14
SECTION 4.4	Distributions		15
SECTION 4.5	[Reserved]		16
SECTION 4.6	Statements to Noteholders and Residual Interestholders		17
SECTION 4.7	No Duty to Confirm		18

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TABLE OF CONTENTS
(continued)


		Page
SECTION 4.8	[Claims Under a Reserve Account Letter of Credit.]		18

ARTICLE V THE SELLER			19

SECTION 5.1	Representations of Seller		19
SECTION 5.2	Liability of the Seller; Indemnities		20
SECTION 5.3	Merger or Consolidation of, or Assumption of the Obligations of, Seller		21
SECTION 5.4	Limitation on Liability of Seller and Others		21
SECTION 5.5	The Seller May Own Notes		21
SECTION 5.6	▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act Requirements		22
SECTION 5.7	Compliance with Organizational Documents		22

ARTICLE VI THE SERVICER			22

SECTION 6.1	Representations of Servicer		22
SECTION 6.2	Indemnities of Servicer		23
SECTION 6.3	Merger or Consolidation of, or Assumption of the Obligations of, Servicer		24
SECTION 6.4	Limitation on Liability of Servicer and Others		25
SECTION 6.5	Delegation of Duties		25
SECTION 6.6	Drive Consumer Not to Resign as Servicer		25
SECTION 6.7	The Backup Servicer		25
SECTION 6.8	Servicer May Own Notes		26

ARTICLE VII TERMINATION OF SERVICER			26

SECTION 7.1	Termination of Servicer		26
SECTION 7.2	Notification to Noteholders and Residual Interestholders		28

ARTICLE VIII OPTIONAL PURCHASE			28

SECTION 8.1	Optional Purchase of Trust Estate		28

ARTICLE IX THE POLICY			28

SECTION 9.1	Subrogation		28
SECTION 9.2	Preference Claims; Direction of Proceedings		29
SECTION 9.3	Surrender of Policy		29

ARTICLE X MISCELLANEOUS PROVISIONS			29

SECTION 10.1	Amendment		29
SECTION 10.2	Protection of Title to Trust		30
SECTION 10.3	Other Liens or Interests		32

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TABLE OF CONTENTS
(continued)


		Page
SECTION 10.4	Transfers Intended as Sale; Security Interest		32
SECTION 10.5	Notices, Etc		33
SECTION 10.6	Choice of Law		33
SECTION 10.7	Headings		33
SECTION 10.8	Counterparts		33
SECTION 10.9	Waivers		33
SECTION 10.10	Entire Agreement		34
SECTION 10.11	Severability of Provisions		34
SECTION 10.12	Binding Effect		34
SECTION 10.13	Acknowledgment and Agreement		34
SECTION 10.14	Cumulative Remedies		34
SECTION 10.15	Nonpetition Covenant		34
SECTION 10.16	Submission to Jurisdiction; Waiver of Jury Trial		34
SECTION 10.17	Limitation of Liability		35
SECTION 10.18	Third-Party Beneficiaries		35
SECTION 10.19	Limitation of Rights		35
SECTION 10.20	Information Requests		36
SECTION 10.21	Regulation AB		36
SECTION 10.22	Information to Be Provided by the Indenture Trustee		36


Schedule I		Representations and Warranties
Schedule II		Notice of Addresses
Schedule III		Custodial Fees

Exhibit A		Form of Notice of Funding Date
Exhibit B		Form of Joint Officer’s Certificate
Exhibit C		Form of Assignment pursuant to Sale and Servicing Agreement
Exhibit D		Form of Servicer’s Certificate
Exhibit E		Form of Indenture Trustee’s Acknowledgement
Exhibit F		Form of Servicing Criteria Report
Exhibit G		Form of Sarbanes Certification

Appendix A		Definitions

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SALE AND SERVICING AGREEMENT, dated as of [ ], 20[ ] as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”), by and among DRIVE AUTO RECEIVABLES TRUST 20[ ]-[ ], a Delaware statutory trust (the “Issuer”), DRIVE AUTO RECEIVABLES LLC, a Delaware limited liability company, as seller (the “Seller”), DRIVE CONSUMER USA INC., an Illinois corporation (“Drive Consumer”), as servicer (in such capacity, the “Servicer”), [ ], as backup servicer (the “Backup Servicer”) and [ ], a [ ], as indenture trustee (the “Indenture Trustee”).

WHEREAS, the Issuer desires to purchase from the Seller a portfolio of [prime] [non-prime] motor vehicle retail installment sale contracts secured by new and used automobiles, light-duty trucks, vans, mini-vans and motorcycles.

WHEREAS, the Seller is willing to sell such portfolio of contracts and related property to the Issuer; and

WHEREAS, Drive Consumer is willing to service such contracts and related property on behalf of the Issuer;

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

ARTICLE I

DEFINITIONS AND USAGE

SECTION 1.1 Definitions. Except as otherwise specified herein or as the context may otherwise require, capitalized terms used but not otherwise defined herein are defined in Appendix A hereto, which also contains rules as to usage that are applicable herein.

SECTION 1.2 Other Interpretive Provisions. For purposes of this Agreement, unless the context otherwise requires: (a) accounting terms not otherwise defined in this Agreement, and accounting terms partly defined in this Agreement to the extent not defined, shall have the respective meanings given to them under generally accepted accounting principles; (b) terms defined in Article 9 of the UCC as in effect in the relevant jurisdiction and not otherwise defined in this Agreement are used as defined in that Article; (c) the words “hereof,” “herein” and “hereunder” and words of similar import refer to this Agreement as a whole and not to any particular provision of this Agreement; (d) references to any Article, Section, Schedule, Appendix or Exhibit are references to Articles, Sections, Schedules, Appendices and Exhibits in or to this Agreement and references to any paragraph, subsection, clause or other subdivision within any Section or definition refer to such paragraph, subsection, clause or other subdivision of such Section or definition; (e) the term “including” means “including without limitation”; (f) except as otherwise expressly provided herein, references to any law or regulation refer to that law or regulation as amended from time to time and include any successor law or regulation; (g) references to any Person include that Person’s successors and assigns; and (h) headings are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof.

ARTICLE II

CONVEYANCE OF TRANSFERRED ASSETS

SECTION 2.1 Conveyance of Transferred Assets. (a) In consideration of the Issuer’s sale and delivery to, or upon the order of, the Seller of all of the Notes and the Residual Interest on the Closing Date, the Seller does hereby irrevocably sell, transfer, assign and otherwise convey to the Issuer without

recourse (subject to the obligations herein) all right, title and interest of the Seller, whether now owned or hereafter acquired, in, to and under the Initial Transferred Assets, identified in an Assignment substantially in the form of Exhibit C delivered on the Closing Date. The sale, transfer, assignment and conveyance made hereunder does not constitute and is not intended to result in an assumption by the Issuer of any obligation of the Seller or the Originator to the Obligors, the Dealers or any other Person in connection with the Contracts or the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto.

(b) In consideration of the payment of the Contracts Purchase Price from the Pre-Funding Account, on each Funding Date the Seller does hereby sell, transfer, assign, and otherwise convey to the Issuer without recourse (subject to the obligations herein) all right, title and interest of the Seller, whether now owned or hereafter acquired, in, to and under the Subsequent Transferred Assets, identified in an Assignment substantially in the form of Exhibit C delivered on such Funding Date. The purchase of the Subsequent Transferred Assets on each Funding Date shall be made in accordance with the Contribution Agreement and this Agreement. The sale, transfer, assignment and conveyance made hereunder does not constitute and is not intended to result in an assumption by the Issuer of any obligation of the Seller or the Originator to the Obligors, the Dealers or any other Person in connection with the Contracts or the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto.

(c) The Seller shall transfer to the Issuer the Subsequent Contracts and the other property and rights related thereto described in Section 2.1(b) only upon the satisfaction of each of the following conditions on or prior to the related Funding Date:

(i) the Seller shall have provided the Indenture Trustee, the Owner Trustee[, the Insurer] and the Rating Agencies with a Notice of Funding not later than five (5) Business Days prior to such Funding Date and shall have provided any information reasonably requested by any of the foregoing with respect to the Subsequent Contracts;

(ii) the Seller shall have delivered to the Owner Trustee and the Indenture Trustee a list of all Subsequent Contracts to be transferred on such Funding Date;

(iii) as of each Funding Date, (A) the Seller shall not be insolvent and shall not become insolvent as a result of the transfer of Subsequent Contracts on such Funding Date, (B) the Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as conducted;

(iv) the Funding Period shall not have terminated;

(v) after giving effect to any transfer of Subsequent Contracts on a Funding Date, the Contracts transferred to the Issuer pursuant hereto shall meet the following criteria (based on the characteristics of the Initial Contracts on the Initial Cut-Off Date and the Subsequent Contracts on the related Subsequent Cut-Off Dates) as such information is provided to the Indenture Trustee by the Servicer: (A) the weighted average APR of all Contracts transferred to the Issuer shall not be less than [ ]%[, unless, with the prior consent of the Rating Agencies and the Insurer, the Seller increases the related Subsequent Reserve Amount with respect to such Subsequent Contracts by the amount required by the Insurer]; (B) the weighted average original term to scheduled maturity of the Contracts shall not be greater than [ ] months; (C) the weighted average overall loan to value percentage of the Contracts shall not be greater than [ ]%; (D) the percentage of Contracts originated and entered into in the State of Texas shall not exceed [ ]% of the total Contracts in

the Issuer; and (E) the percentage of Contracts relating to the “OverDrive” program shall not be less than [ ]%;

(vi) each of the representations and warranties made by the Seller pursuant to Schedule I hereto with respect to the Subsequent Contracts to be transferred on such Funding Date shall be true and correct as of the related Funding Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to such Funding Date;

(vii) the Seller shall, at its own expense, on or prior to the Funding Date indicate in its computer files that the Subsequent Contracts have been sold to the Issuer pursuant to this Agreement;

(viii) the Seller shall have taken any action required to maintain the first priority perfected ownership interest of the Issuer in the Trust Estate and the first priority perfected security interest of the Indenture Trustee in the Collateral;

(ix) no selection procedures adverse to the interests of the Noteholders [or the Insurer] shall have been utilized in selecting the Subsequent Contracts;

(x) the addition of any such Subsequent Contracts shall not result in a material adverse tax consequence to the Issuer or the Noteholders;

(xi) the Seller shall have delivered to the Rating Agencies[, the Insurer] and the Indenture Trustee an Opinion of Counsel with respect to the transfer of such Subsequent Contracts substantially in the form of the Opinion of Counsel delivered to the Rating Agencies[, the Insurer] and the Indenture Trustee on the Closing Date (which Opinion of Counsel may be included in the Opinion of Counsel delivered on the Closing Date);

(xii) [no Insurer Default shall have occurred and be continuing;]

(xiii) [the Insurer, in its absolute and sole discretion, shall have approved the transfer in writing of such Subsequent Contracts to the Issuer and the Insurer shall have been reimbursed for any fees and expenses incurred by the Insurer in connection with the granting of such approval;]

(xiv) the Seller shall simultaneously cause the Reserve Amount to be increased by the Subsequent Reserve Amount with respect to the Subsequent Contracts transferred on such Funding Date;

(xv) the Seller shall have delivered to [the Insurer,] the Owner Trustee and the Indenture Trustee an Officers’ Certificate confirming the satisfaction of each condition precedent specified in this paragraph (c); and

(xvi) no such Subsequent Contract shall have an APR less than [ ]%.

SECTION 2.2 Representations and Warranties of the Seller as to each Contract. On the date hereof, with respect to the Initial Contracts, or on each Funding Date, with respect to the Subsequent Contracts, the Seller hereby makes the representations and warranties set forth on Schedule I hereto to the Issuer[, the Insurer] and the Indenture Trustee as to the Initial Contracts and Subsequent Contracts, as applicable, sold, transferred, assigned, and otherwise conveyed to the Issuer under this Agreement on which such representations and warranties the Issuer relies in acquiring the Contracts. The

representations and warranties as to each Contract shall survive the Grant of the Contracts by the Issuer to the Indenture Trustee pursuant to the Indenture. Notwithstanding any statement to the contrary contained herein or in any other Transaction Document, the Seller shall not be required to notify any insurer with respect to any Insurance Policy obtained by an Obligor.

SECTION 2.3 Repurchase upon Breach. Upon discovery by any party hereto of a breach of any of the representations and warranties set forth in Section 2.2 with respect to any Contract at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer[, the Insurer] or the Noteholders in such Contract, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of the Servicer’s Certificate shall be deemed to constitute prompt notice by the Servicer and the Issuer of such breach; provided, further, that the failure to give such notice shall not affect any obligation of the Seller hereunder. If the breach materially and adversely affects the interests of the Issuer[, the Insurer] or the Noteholders in such Contract, then the Seller shall either (a) correct or cure such breach or (b) repurchase such Contract from the Issuer, in either case on or before the Payment Date following the end of the first full Collection Period after the date the Seller became aware or was notified of such breach. Any such purchase by the Seller shall be at a price equal to the Repurchase Price. In consideration for such repurchase, the Seller shall make (or shall cause to be made) a payment to the Issuer equal to the Repurchase Price by depositing such amount into the Collection Account prior to noon, New York City time on such date of repurchase. Upon payment of such Repurchase Price by the Seller, the Indenture Trustee, on behalf of the Indenture Secured Parties, and the Issuer shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as may be reasonably requested by the Seller to evidence such release, transfer or assignment or more effectively vest in the Seller or its designee all of the Issuer’s and Indenture Trustee’s rights in any Contract and related Transferred Assets repurchased pursuant to this Section 2.3. It is understood and agreed that, unless the Seller fails to repurchase (or fails to enforce the obligation of the Originator under the Contribution Agreement to repurchase) any Contract as described above, the right to cause the Seller to repurchase (or to enforce the obligations of the Originator under the Contribution Agreement to repurchase) any Contract as described above shall constitute the sole remedy respecting such breach available to the Issuer[, the Insurer] and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Contract pursuant to this Section 2.3.

SECTION 2.4 Custody of Contract Files.

The Indenture Trustee shall hold each Contract File under this Agreement except as described in this Section. On or prior to the Closing Date, and each Funding Date, as applicable, the Indenture Trustee shall provide an Acknowledgment substantially in the form of Exhibit E hereto dated as of the Closing Date and each Funding Date, as applicable, to the Owner Trustee [and the Insurer] confirming that the Indenture Trustee has received and is in possession of the original of each Contract listed on the Schedule of Contracts. The Indenture Trustee shall receive compensation for its custodial duties as detailed on Schedule III hereof.

To assure uniform quality in servicing the Contracts and to reduce administrative costs, the Issuer hereby revocably appoints the Servicer and the Servicer hereby accepts such appointment, to act as the agent of the Issuer and the Indenture Trustee as custodian of the original Certificates of Title for each Financed Vehicle evidencing the security interest of the Indenture Trustee in the Financed Vehicles which are hereby constructively delivered to the Indenture Trustee as of the Closing Date and each Funding Date. The Servicer shall maintain such Certificates of Title physically segregated from other titles of automotive receivables owned or serviced by it at its principal place of business located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇. [The Insurer shall have the right, in the exercise

of its sole discretion, to direct the Servicer to transfer the Certificates of Title for the Financed Vehicles to the Indenture Trustee as custodian of such Certificates of Title and the Indenture Trustee shall accept and hold such Certificates of Title together with the balance of the Contract Files.]

SECTION 2.5 Funding Events.

(a) A funding event (each, a “Funding Event”) shall occur upon a Funding Date and in accordance with the requirements of this Section.

(b) During the Funding Period, the Issuer shall, on the Funding Dates, (i) acquire Subsequent Transferred Assets from the Seller pursuant to Section 2.1(b) (and the Seller shall acquire such Subsequent Transferred Assets from the Originator pursuant to the Contribution Agreement) and (ii) Grant all of the Issuer’s right, title and interest in, to and under such Subsequent Transferred Assets to the Indenture Trustee for the benefit of the Indenture Secured Parties. Such Subsequent Transferred Assets shall be acquired at the option of the Issuer upon instruction from the Servicer[; provided that such Subsequent Transferred Assets may not be acquired through the Pre-Funding Account without the consent of the Insurer]; provided, however, that the giving or withholding of such consent shall be based solely on the characteristics of the Subsequent Transferred Assets in relation to the Initial Transferred Assets.

(i) Drive Consumer will package and forward or cause to be packaged and forwarded to the Servicer (in the event that Drive Consumer is not the Servicer) the Contract File (except for the Certificate of Title or application for the Certificate of Title which it will retain possession of pursuant to Section 2.4) with respect to each Subsequent Contract.

(ii) At least five (5) days prior to the Funding Date, the Issuer shall deliver, or cause to be delivered, to the Indenture Trustee[, the Insurer] and the Servicer and a Notice of Funding Date (substantially in the form of Exhibit A hereto); and

(iii) On or prior to the Funding Date, the Issuer shall deliver, or cause to be delivered, to the Indenture Trustee[, the Insurer] and the Servicer the following:

(1) the Schedule of Contracts delivered by the Seller for such Funding Date; and

(2) a Joint Officer’s Certificate of Drive Consumer, the Seller and the Issuer (substantially in the form of Exhibit B hereto).

(d) Upon satisfaction of the above requirements, the Indenture Trustee will, on the applicable Funding Date, withdraw from the Pre-Funding Account an amount equal to the Contracts Purchase Price for the Subsequent Contracts acquired on such Funding Date and shall forward such funds to the Seller or its designee, in cash by federal wire transfer funds, pursuant to the written directions provided to the Indenture Trustee in the Notice of Funding Date. On such Funding Date, the Seller shall fund the Reserve Amount in amount sufficient to cause the Reserve Amount to equal Subsequent Reserve Amount. Such funding can be accomplished either by (i) depositing cash in the Reserve Account, (ii) causing a Reserve Account Letter of Credit to be issued, or (iii) utilizing any combination of clauses (i) and (ii).

ARTICLE III

ADMINISTRATION AND SERVICING OF

CONTRACTS AND TRUST PROPERTY

SECTION 3.1 Duties of Servicer.

(a) The Servicer is hereby appointed by the Issuer and authorized to act as agent for the Issuer and in such capacity shall manage, service, administer and make collections on the Contracts, and perform the other actions required by the Servicer under this Agreement. The Servicer agrees that its servicing of the Contracts will be carried out with reasonable care, using that degree of skill and attention that the servicers in the retail automotive financing industry exercise with respect to all comparable receivables that they service for themselves or others. The Servicer’s duties shall include collection and posting of all payments, responding to inquiries of Obligors on such Contracts, investigating delinquencies, sending payment statements or coupons to Obligors, reporting tax information to Obligors, accounting for collections and furnishing monthly and annual statements to the Indenture Trustee with respect to distributions. The Servicer shall follow prudent standards, policies, and procedures in performing its duties as Servicer.

(b) Without limiting the generality of the foregoing, the Servicer is hereby granted a limited power of attorney by the Indenture Trustee to execute and deliver, on behalf of itself, the Issuer, the Noteholders, the Indenture Trustee or any of them, any and all instruments of satisfaction or cancellation, or partial or full release or discharge, and all other comparable instruments with respect to such Contracts or to the Financed Vehicles securing such Contracts in accordance with the terms of this Agreement. If the Servicer shall commence a legal proceeding to enforce a Contract, the Indenture Trustee (in the case of a Contract other than a Repurchased Contract) shall thereupon be deemed to have automatically assigned, solely for the purpose of collection, such Contract to the Servicer. If in any enforcement suit or legal proceeding it shall be held that the Servicer may not enforce a Contract on the ground that it shall not be a real party in interest or a holder entitled to enforce the Contract, the Indenture Trustee shall be deemed to have automatically assigned such Contract to the Servicer, solely for the purpose of collection. The Indenture Trustee shall furnish the Servicer with any powers of attorney and other documents reasonably necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. The Servicer, at its expense, shall obtain on behalf of the Trust all licenses, if any, required by the laws of any jurisdiction to be held by the Trust in connection with ownership of the Contracts, and shall make all filings and pay all fees as may be required in connection therewith during the term hereof.

(c) The Servicer hereby agrees that upon its resignation and the appointment of a successor Servicer hereunder, the Servicer will terminate its activities as Servicer hereunder in accordance with Section 7.1, and, in any case, in a manner which the Controlling Party or the Indenture Trustee with the consent of the Controlling Party reasonably determines will facilitate the transition of the performance of such activities to such successor Servicer, and the Servicer shall cooperate with and assist such successor Servicer.

(d) [So long as no Insurer Default has occurred and is continuing,] the Servicer shall not change its customary servicing procedures [without the consent of the Insurer] if the Servicer determines that such a change would have a material adverse effect on the interests of [the Insurer or] the Noteholders.

(e) All services, duties and responsibilities of the Servicer under this Agreement shall be performed and carried out by the Servicer as an independent contractor for the benefit of the Trust [and the Insurer], and none of the provisions of this Agreement shall be deemed to make, authorize or appoint

the Servicer as agent or representative of the Seller, the Indenture Trustee, the Issuer[, the Insurer] or any Noteholder except as provided in Section 2.4. Without limiting the generality of the foregoing, the Servicer is authorized to sell Charged-Off Contracts and the Indenture Trustee is authorized to release the Contract Files related to any Charged-Off Contracts sold and to release any and all security interests and liens granted by the Issuer to the Indenture Trustee in and to any Charged-Off Contracts sold and the Contract Files related thereto.

SECTION 3.2 Collection and Application of Contract Payments. The Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Contracts as and when the same shall become due and shall follow such collection procedures as it follows with respect to all comparable receivables that it services for itself or others and, in any event, with no less degree of skill and care than would be exercised by a prudent servicer of similar prime, sub-prime and non-prime motor vehicle retail installment sales contracts. The Servicer may, in its discretion and in accordance with its customary servicing procedures, grant extensions, rebates or adjustments on a Contract, and amend or modify any Contract which shall not modify the APR, the number or amount of the Contract Scheduled Payment; provided, that in no event shall a Contract be extended such that any payment thereon would be due after [ ]; provided further that no extensions may be granted by the Servicer until at least six Contract Scheduled Payments have been received by the Servicer under the related Contract and thereafter only one extension not to exceed one month may be granted each 12 months for one of the following reasons: major repair, major medical or other major events or catastrophes such as house fire, flood, hurricane or tornado damage or similar occurrences; provided, however, that no more than four extensions shall be permitted on any Contract. The Servicer may in its discretion waive any late payment charge or any other fees, not including interest on the outstanding Principal Balance, that may be collected in the ordinary course of servicing a Contract. Notwithstanding anything in this Agreement to the contrary, the Servicer may refinance any Contract that would cause the average Extension Ratio for any three consecutive Collection Periods to exceed [ ]% by accepting a new promissory note from the related Obligor and depositing the full outstanding Principal Balance of such Contract into the Collection Account. The receivable created by such refinancing shall not be the property of the Issuer.

SECTION 3.3 Realization Upon Contracts. On behalf of the Issuer [and the Insurer], the Servicer shall use reasonable efforts, consistent with prudent servicing procedures, to repossess or otherwise convert the ownership of the Financed Vehicle securing any Contract as to which the Servicer shall have determined eventual payment in full is unlikely. The Servicer shall follow such prudent practices and procedures as would be deemed prudent in the servicing of comparable receivables, which may include reasonable efforts to realize upon any Dealer Recourse and selling the Financed Vehicle at public or private sale. The foregoing shall be subject to the provision that, in any case in which the Financed Vehicle shall have suffered damage, the Servicer shall not expend funds in connection with the repair or the repossession of such Financed Vehicle unless it shall determine that there is a reasonable likelihood that such repair and/or repossession will increase the Liquidation Proceeds by an amount greater than the amount of such expenses. The Servicer agrees that within 45 days from the Closing Date or the related Funding Date, as applicable, it shall make such filings and effect such notices as are necessary under Section 9-324(b) and 9-324 (c) of the New York UCC (or comparable section of the UCC of any applicable state) to preserve the Issuer’s interest (or security interest, as the case may be) in any repossessed Financed Vehicles delivered for sale to Dealers.

SECTION 3.4 Maintenance of Security Interests in Financed Vehicles.

(a) The Servicer will, in accordance with its customary servicing procedures, take such steps as are necessary to maintain perfection of the security interest created by each Contract in the related Financed Vehicle. The Issuer hereby authorizes the Servicer to take such steps as are necessary to re-

perfect such security interest on behalf of the Issuer and the Indenture Trustee in the event of the relocation of a Financed Vehicle or for any other reason.

(b) [Upon the occurrence of a Trigger Event,] the Servicer, at the written direction of the Controlling Party, shall take or cause to be taken such action as may[, in the opinion of counsel to the Insurer,] be necessary or desirable to perfect or re-perfect the security interests in the Financed Vehicles securing the Contracts in the name of the Indenture Trustee on behalf of the Indenture Secured Parties by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the opinion of counsel to the Controlling Party, be necessary or prudent and shall deliver to the Indenture Trustee any Contract File or portion thereof that is currently in the possession of the Servicer, including the original Certificates of Title. The Servicer hereby agrees to pay all costs and expenses related to such perfection or re-perfection (the “Reliening Expenses”); provided, however, in the event the Backup Servicer is required to assume the duties of the Servicer, the Backup Servicer shall not be liable for any such Reliening Expenses. The Controlling Party may pay such Reliening Expenses [and, if the Insurer is the Controlling Party, any such amounts paid by the Insurer shall constitute part of the Reimbursement Obligations due to the Insurer].

SECTION 3.5 Covenants of Servicer.

(a) Lien in Force. Except for a release to an insurer in exchange for insurance proceeds paid by such insurer resulting from a claim for the total insured value of a Financed Vehicle, the Servicer shall not release any Financed Vehicle from the security interest granted by the related Contract in whole or in part except in the event of payment in full by or on behalf of the Obligor thereunder or repossession, nor shall the Servicer impair the rights of the Noteholders [or the Insurer] in the Contracts, nor shall the Servicer change the APR with respect to any Contract, except as may be required by applicable law.

(b) No Impairment. The Servicer will do nothing to materially impair the rights of the Issuer, the Indenture Trustee or the Noteholders in the Contracts or the Insurance Policies except as otherwise expressly provided in the Transaction Documents.

(c) Restrictions on Liens. The Servicer will not (i) create, incur or suffer to exist, or agree to create, incur or suffer to exist, or consent to cause or permit in the future (upon the happening of a contingency or otherwise) the creation, incurrence or existence of any Lien or restriction on transferability of the Contracts except for the lien in favor of the Indenture Trustee for the benefit of the Indenture Secured Parties, and the restrictions on transferability imposed by this Agreement or (ii) file or authorize for filing under the UCC of any jurisdiction any financing statement which names the Servicer as a debtor, or sign any security agreement authorizing any secured party thereunder to file such financing statement, with respect to the Contracts, except in each case any such instrument solely securing the rights and preserving the lien of the Indenture Trustee for the benefit of the Indenture Secured Parties.

(d) Physical Damage Insurance. The Servicer, in accordance with prudent servicing procedures, shall require that each Obligor shall have obtained physical damage insurance covering the Financed Vehicle as of the date of execution of the Contract. The Servicer shall, in accordance with its customary servicing procedures, monitor physical damage insurance coverage.

SECTION 3.6 Purchase of Contracts Upon Breach. Upon discovery by any party hereto of a breach of any of the obligations set forth in Section 3.2, 3.3, 3.4 or 3.5 which materially and adversely affects the interests of the Issuer[, the Insurer], the Indenture Trustee or the Noteholders in any Contract, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that the delivery of the Servicer’s Certificate shall be deemed to constitute prompt notice by the Servicer and the Issuer of such breach; provided, further, that the failure to give such notice shall not

affect any obligation of the Servicer under this Section 3.6. If the breach materially and adversely affects the interests of the Issuer[, the Insurer] or the Noteholders in such Contract, then the Servicer shall either (a) correct or cure such breach or (b) purchase such Contract from the Issuer, in either case on or before one Business Day prior to the Determination Date immediately following the end of the first full Collection Period after the date the Servicer became aware or was notified of such breach. Any such purchase by the Servicer shall be at a price equal to the Repurchase Price. In consideration for such repurchase, the Servicer shall make (or shall cause to be made) a payment to the Issuer equal to the Repurchase Price by depositing such amount into the Collection Account prior to noon, New York City time on such date of repurchase. Upon payment of such Repurchase Price by the Servicer, the Indenture Trustee, on behalf of the Indenture Secured Parties, and the Issuer shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as may be reasonably requested by the Seller to evidence such release, transfer or assignment or more effectively vest in the Servicer or its designee all of the Issuer’s and Indenture Trustee’s rights in any Contract and related Transferred Assets repurchased pursuant to this Section 3.6. It is understood and agreed that, unless the Servicer fails to purchase any Contract as described above, the obligation of the Servicer to purchase any Contract as described above shall constitute the sole remedy respecting such breach available to the Issuer[, the Insurer] and the Indenture Trustee; provided, however, that the Servicer will indemnify the Issuer[, the Insurer], the Owner Trustee, the Indenture Trustee and the Noteholders from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third party claims arising out of the events or facts giving rise to such breach. The indemnification provided pursuant to this section will survive the removal or resignation of the Servicer[, the Insurer] and /or the Indenture Trustee.

SECTION 3.7 Servicing Fee. On each Payment Date, the Issuer shall pay to the Servicer the Servicing Fee in accordance with Section 4.4 for the immediately preceding Collection Period as compensation for its services. In addition, the Servicer will be entitled to be reimbursed from amounts on deposit in the Collection Account with respect to a Collection Period for amounts previously deposited in the Collection Account but later determined by the Servicer to have resulted from mistaken deposits or postings or checks returned for insufficient funds. The amount to be reimbursed hereunder shall be paid to the Servicer on the related Distribution Date pursuant to Section 4.4(a)(2) upon certification by the Servicer of such amounts and the provision of such information to the Indenture Trustee [and the Insurer] as may be necessary [in the opinion of the Insurer] to verify the accuracy of such certification; provided, however, that the Servicer must provide such clarification within 12 months of such mistaken deposit, posting, or returned check. [In the event that the Insurer has not received evidence satisfactory to it of the Servicer’s entitlement to reimbursement pursuant to this Section 3.7, the Insurer shall give the Indenture Trustee notice in writing to such effect, following receipt of which the Indenture Trustee shall not make a distribution to the Servicer in respect of such amount pursuant to Section 4.4, or if the Servicer prior thereto has been reimbursed pursuant to Section 4.4, the Indenture Trustee shall withhold such amounts from amounts otherwise distributable to the Servicer on the next succeeding Distribution Date.] The amount to be reimbursed hereunder shall be paid to the Servicer on the next succeeding Business Day out of collections on Contracts to be remitted to the Collection Account to the extent the net amount to the Collection Account is greater than zero.

SECTION 3.8 Servicer’s Certificate.

(a) By the Determination Date in each calendar month, the Servicer shall deliver to the Indenture Trustee[, the Insurer] and the Backup Servicer a Servicer’s Certificate in the form of Exhibit D hereto containing all information necessary to make the transfers, deposits and distributions pursuant to this Agreement and the other Transaction Documents for the Collection Period immediately preceding the date of such Servicer’s Certificate and as of the last day of such Collection Period, and all information

necessary [(including whether a Trigger Event or Reserve Event has occurred)] for the Indenture Trustee to make available statements to Noteholders [and the Insurer] pursuant to Section 4.6. Contracts purchased by the Issuer shall be identified by the Servicer by the Obligor’s account number and certain other information with respect to such Contract (as specified in Schedule A to this Agreement).

(b) On the eighth day of each month (the “Servicer’s Data Date”), the Servicer shall send to the Backup Servicer [and the Insurer] a Computer Tape, detailing the payments on the Contracts during the prior Collection Period (the “Servicer’s Data File”). Such Computer Tape shall be in the form and have the specifications as may be agreed to between the Servicer, the Backup Servicer[, the Insurer] and the Indenture Trustee from time to time.

(c) No later than one Business Day prior to each Determination Date, provided that the Servicer shall have furnished to the Backup Servicer the Servicer’s Certificate, the Backup Servicer shall review the information contained in the Servicer’s Certificate against the information on the Servicer’s Data File, on an aggregate basis. No later than one Business Day prior to each Distribution Date, the Backup Servicer shall notify the Servicer[, the Insurer] and the Indenture Trustee of any inconsistencies between the Servicer’s Certificate and the Servicer’s Data File and the Backup Servicer and the Servicer shall attempt to reconcile such inconsistencies; provided, however, in the absence of a reconciliation, the Servicer’s Certificate shall control for the purpose of calculations and distributions with respect to the related Distribution Date. If the Backup Servicer and the Servicer are unable to reconcile discrepancies with respect to a Servicer’s Certificate by the related Distribution Date, the Servicer shall cause a firm of independent certified public accountants, at the Servicer’s expense, to audit the Servicer’s Certificate and, prior to the third Business Day, but in no event later than the fifth calendar day, of the following month, reconcile the discrepancies. The effect, if any, of such reconciliation shall be reflected in the Servicer’s Certificate for such next Determination Date. The Backup Servicer shall only review the information provided by the Servicer in the Servicer’s Certificate and in the Servicer’s Data File and its obligation to report any inconsistencies shall be limited to those apparent from the Backup Servicer’s review thereof. The Backup Servicer and the Servicer shall attempt to reconcile any such material inconsistencies and/or to furnish any such omitted information and the Servicer shall amend the Servicer’s Certificate to reflect the Backup Servicer’s computations or to include the omitted information. The Backup Servicer shall in no event be liable to the Servicer with respect to any failure of the Backup Servicer to discover or detect any errors, inconsistencies or omissions by the Servicer with respect to the Servicer’s Certificate and Servicer’s Data File except as specifically set forth in this Section.

(d) The Servicer shall provide to the Backup Servicer, or its agent, monthly, or as frequently as may be otherwise requested, information on the Contracts sufficient to enable the Backup Servicer to assume the responsibilities as Successor Servicer and collect on the Contracts.

(e) Except as provided in this Agreement, the Backup Servicer may accept and reasonably rely on all accounting, records and work of the Servicer without audit, and the Backup Servicer shall have no liability for the acts or omissions of the Servicer. If any error, inaccuracy or omission (collectively, “Errors”) exists in any information received from the Servicer, and such Errors should cause or materially contribute to the Backup Servicer making or continuing any Errors (collectively, “Continued Errors”), the Backup Servicer shall have no liability for such Continued Errors; provided, however, that this provision shall not protect the Backup Servicer against any liability that would otherwise be imposed by reason of willful misconduct, bad faith or gross negligence in discovering or correcting any Error or in the performance of its or their duties hereunder or under this Agreement. In the event the Backup Servicer becomes aware of Errors or Continued Errors, the Backup Servicer shall[, with the prior consent of the Insurer,] use its best efforts to reconstruct and reconcile such data as is commercially reasonable to correct such Errors and Continued Errors and prevent future Continued Errors. The Backup Servicer shall be entitled to recover its costs thereby expended from the Servicer.

(f) The Backup Servicer shall be indemnified by the Servicer from and against all claims, damages, losses or expenses reasonably incurred by the Backup Servicer (including reasonable attorneys’ fees) arising out of claims asserted against the Backup Servicer by third parties on any matter arising out of this Agreement to the extent the act or omission giving rise to the claim accrues before the date on which the Backup Servicer assumes the duties of Servicer hereunder, except for any claims, damages, losses or expenses arising from the Backup Servicer’s own gross negligence, bad faith or willful misconduct.

SECTION 3.9 Annual Officer’s Certificate; Notice of Servicer Termination Event. (a) The Servicer will deliver to the Rating Agencies, the Issuer[, the Insurer] and the Indenture Trustee, on or before March 31 of each year, beginning on March 31, [ ], an Officer’s Certificate of the Servicer (with appropriate insertions) providing such information as is required under Item 1123 of Regulation AB.

(b) The Servicer will deliver to the Issuer, [the Insurer,] the Indenture Trustee and each Rating Agency promptly after having obtained knowledge thereof, but in no event later than five (5) Business Days after having obtained such knowledge, written notice in an Officer’s Certificate (with appropriate insertions) providing such information as is required under Item 1123 of Regulation AB and of any event which with the giving of notice or lapse of time, or both, would become a Servicer Termination Event.

(c) The Servicer will deliver to the Issuer [and the Insurer], on or before March 31 of each year, beginning on March 31, [ ], a report regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under paragraph (b) of Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB.

SECTION 3.10 Annual Servicing Report of Independent Public Accountants. On or before the 90th day following the end of each fiscal year, beginning with the fiscal year ending December 31, 20[ ], the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer, the Seller or their respective Affiliates) to furnish to the Indenture Trustee, the Servicer, the Seller[, the Insurer] and each Rating Agency each attestation report on assessments of compliance with the Servicing Criteria with respect to the Servicer or any affiliate thereof during the related fiscal year delivered by such accountants pursuant to paragraph (c) of Rule 13a-18 or Rule 15d-18 of the Exchange Act and Item 1122 of Regulation AB.

SECTION 3.11 Servicer Expenses. The Servicer shall be required to pay all expenses incurred by it in connection with its activities hereunder, including fees and disbursements of independent accountants, taxes imposed on the Servicer and expenses incurred in connection with distributions and reports to Noteholders[, the Insurer] and the Residual Interestholders and with administering the duties of the Issuer.

SECTION 3.12 Fidelity Bond. The Servicer hereby represents and covenants that the Servicer has obtained, and shall continue to maintain in full force and effect, a fidelity bond and errors and omissions policy covering the Servicer of a type and in such amount as is customary for prudent servicers engaged in the business of servicing prime, sub-prime and non-prime motor vehicle retail installment sales contracts similar to the Contracts.

SECTION 3.13 1934 Act Filings. The Issuer hereby authorizes the Servicer and the Seller, or either of them, to prepare, sign, certify and file any and all reports, statements and information respecting the Issuer and/or the Notes required to be filed pursuant to the Exchange Act, and the rules thereunder.

ARTICLE IV

DISTRIBUTIONS; ACCOUNTS

STATEMENTS TO THE RESIDUAL INTERESTHOLDERS

AND THE NOTEHOLDERS

SECTION 4.1 Establishment of Accounts.

(a) The Servicer shall cause to be established:

(i) for the benefit of the Indenture Secured Parties in the name of the Indenture Trustee, an Eligible Account (the “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Indenture Secured Parties, which Eligible Account shall be established by and maintained with the Indenture Trustee or its designee;

(ii) for the benefit of the Indenture Secured Parties, in the name of the Indenture Trustee, an Eligible Account (the “Note Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Indenture Secured Parties, which Eligible Account shall be established by and maintained with the Indenture Trustee or its designee;

(iii) for the benefit of the Indenture Secured Parties, in the name of the Indenture Trustee, an Eligible Account (the “Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Indenture Secured Parties, which Eligible Account shall be established by and maintained with the Indenture Trustee or its designee;

(iv) for the benefit of the Indenture Secured Parties, in the name of the Indenture Trustee, an Eligible Account (the “Pre-Funding Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Indenture Secured Parties, which Eligible Account shall be established by and maintained with the Indenture Trustee or its designee;

(v) for the benefit of the Indenture Secured Parties, in the name of the Indenture Trustee, an Eligible Account (the “Capitalized Interest Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Indenture Secured Parties, which Eligible Account shall be established by and maintained with the Indenture Trustee or its designee; and

(vi) for the benefit of the Residual Interestholder, in the name of the Indenture Trustee, an Eligible Account (the “Residual Interest Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Residual Interestholder, which Eligible Account shall be established by and maintained with the Indenture Trustee or its designee.

(b) Funds on deposit in the Collection Account, the Pre-Funding Account, the Reserve Account and the Capitalized Interest Account shall each be invested by the Indenture Trustee (or any custodian with respect to funds on deposit in any such account) in Eligible Investments selected in writing by the Servicer (pursuant to standing instructions or otherwise), bearing interest or sold at a discount, and maturing, unless payable on demand, no later than the Business Day immediately preceding the next Payment Date; provided, however, it is understood and agreed that the Indenture Trustee shall not be

liable for any loss arising from such investment in Eligible Investments unless the Eligible Investment was a direct obligation of the Indenture Trustee or unless such loss was caused by the Indenture Trustee’s negligence or willful misconduct (it being understood and acknowledged that no loss on any such Eligible Investment which was made in conformity with this Agreement and the instructions of the Servicer shall be considered “caused by the Indenture Trustee’s negligence or willful misconduct”). All such Eligible Investments shall be held by or on behalf of the Indenture Trustee for the benefit of the Indenture Trustee on behalf of the Noteholders [and the Insurer] as their interests may appear. Funds deposited in the Collection Account on the day immediately preceding a Payment Date upon the maturity of any Eligible Investments are not required to be invested overnight. On each Payment Date, all interest and investment income (net of investment losses and expenses) on funds on deposit in the Collection Account and the Pre-Funding Account, as of the end of the Collection Period shall be included in Available Funds; and all interest and other investment income (net of investment losses and expenses) on funds on deposit in the Reserve Account shall be deposited into the Reserve Account. If any Trust Account shall cease to be an Eligible Account, the Servicer, [with the consent of the Insurer so long as the Insurer is the Controlling Party,] within five (5) Business Days shall, cause such accounts to be moved to an institution so that such account meets the definition of Eligible Account.

(c) If (i) the Servicer shall have failed to give investment directions for any funds on deposit in the Collection Account, the Pre-Funding Account or the Reserve Account to the Indenture Trustee by 2:00 p.m. Eastern Time (or such other time as may be agreed by the Issuer and Indenture Trustee) on any Business Day, (ii) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable or (iii) if the Notes shall have been declared due and payable following an Event of Default, but amounts collected or receivable from the Trust Estate are being applied as if there had not been such a declaration; then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Collection Account, the Pre-Funding Account or the Reserve Account, as the case may be, in Eligible Investments described in clause (vi) of the definition thereof.

(d) (i) Subject to the grant of the security interest pursuant to the Indenture in favor of the Indenture Trustee, the Issuer shall possess all right, title and interest in all funds on deposit from time to time in the Trust Accounts and in all proceeds thereof and all such funds, investments, proceeds and income shall be part of the Trust Estate. Except as otherwise provided herein, the Trust Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Indenture Secured Parties as their interests may appear.

(ii) With respect to any Eligible Investments held from time to time in any Trust Account, the Indenture Trustee agrees that:

(A) any Eligible Investment that is held in deposit accounts shall be, except as otherwise provided herein, subject to the exclusive custody and control of the Indenture Trustee, and the Indenture Trustee shall have sole signature authority with respect thereto;

(B) any Eligible Investment that constitutes Physical Property shall be delivered to the Indenture Trustee in accordance with paragraph (a) of the definition of “Delivery” and shall be held, pending maturity or disposition, solely by the Indenture Trustee or a securities intermediary (as such term is defined in Section 8-102(a)(14) of the UCC) acting solely for the Indenture Trustee;

(C) any Eligible Investment that is a book-entry security held through the Federal Reserve System pursuant to Federal book-entry regulations shall be delivered in

accordance with paragraph (b) of the definition of “Delivery” and shall be maintained by the Indenture Trustee, pending maturity or disposition, through continued book-entry registration of such Eligible Investment as described in such paragraph; and

(D) any Eligible Investment that is an “uncertificated security” under Article 8 of the UCC and that is not governed by clause (C) above shall be delivered to the Indenture Trustee in accordance with paragraph (c) of the definition of “Delivery” and shall be maintained by the Indenture Trustee, pending maturity or disposition, through continued registration of the Indenture Trustee’s (or its nominee’s) ownership of such security.

(e) The Servicer shall have the power, revocable by [the Insurer (so long as the Insurer is the Controlling Party and prior to the Termination Date), or by] the Indenture Trustee, or the Owner Trustee, each with the prior written consent of [the Insurer (so long as the Insurer is the Controlling Party and prior to the Termination Date) and] the Indenture Trustee (after the Termination Date), to instruct the Indenture Trustee to make withdrawals and payments from the Trust Accounts for the purpose of permitting the Servicer and the Indenture Trustee to carry out its respective duties hereunder.

SECTION 4.2 Remittances. The Servicer shall deposit an amount equal to all collections into the Collection Account within two Business Days after receipt. Pending deposit into the Collection Account, collections may be commingled and used by the Servicer at its own risk and are not required to be segregated from its own funds.

SECTION 4.3 Additional Deposits and Payments.

(a) On the date of a repurchase of a Contract by the Seller pursuant to Section 2.3, or the purchase of a Contract by the Servicer pursuant to Section 3.6, as applicable, the Servicer or the Seller, as applicable, will deposit into the Collection Account the aggregate Repurchase Price with respect to Repurchased Contracts purchased by the Servicer or the Seller on such date and the Servicer will deposit into the Collection Account all amounts to be paid under Section 8.1. All such deposits with respect to any such date which is a Payment Date will be made, in immediately available funds by noon, New York City time, on such Payment Date related to such Collection Period.

(b) [Draws on Reserve Account. [if applicable].]

(d) If, on any Payment Date, [so long as there has not been an occurrence of a Reserve Event which is not Deemed Cured and] the amount on deposit in the Reserve Account [and the amount available under all available Reserve Account Letters of Credit] is not less than the Specified Reserve Amount for the related Collection Period, the Total Available Reserve Amount (after giving effect to all other additions thereto and reductions thereof made on such Payment Date, including with respect to Section 4.3(b) and Section 4.3 (c)) exceeds the Specified Reserve Amount on such Payment Date, the Indenture Trustee shall, upon the direction of the Servicer, reduce the cash balance of the Reserve Account by the amount, if any, by which the Total Available Reserve Amount exceeds the Specified Reserve Amount by withdrawing such amount from the Reserve Account and depositing it into the Residual Interest Account.

(e) The Indenture Trustee will, on the Payment Date relating to each Collection Period, withdraw from the Pre-Funding Account the investment income accrued during such Collection Period from the investment of funds in the Pre-Funding Account and deposit such amount in the Collection Account.

(f) On the Closing Date, the Seller will cause the Reserve Amount to equal the Initial Reserve Amount [either through (i) a cash deposit to the Reserve Account from the Pre-Funding Account, (ii) causing the Reserve Account Letter of Credit Bank to issue a Reserve Account Letter of Credit, or (iii) any combination thereof].

(g) On each Funding Date, the Seller will cause the Reserve Amount to equal the Subsequent Reserve Amount for such Funding Date[, through (i) a cash deposit to the Reserve Account from the Pre-Funding Account, (ii) causing the Reserve Account Letter of Credit Bank to issue a Reserve Account Letter of Credit, or (iii) any combination thereof].

(h) On the Closing Date the Seller shall deposit from the proceeds of the offering of the Notes an amount equal to the Capitalized Interest Account Deposit into the Capitalized Interest Account.

(i) (i) On the Payment Dates occurring in [ ], [ ] and [ ], the Indenture Trustee shall withdraw, in immediately available funds, from the Capitalized Interest Account the Monthly Capitalized Interest Amount for such Payment Date and deposit such amount in the Collection Account as Available Funds for distribution on such Distribution Date pursuant to Section 4.4(a).

(ii) On the Payment Dates occurring in [ ], [ ] and [ ], the Servicer shall instruct the Indenture Trustee in writing to withdraw from the Capitalized Interest Account and pay to the Seller on such Payment Date an amount equal to the Overfunded Capitalized Interest Amount for such Payment Date. Any amounts remaining in the Capitalized Interest Account on the Payment Date which immediately follows the end of the Funding Period after taking into account the transfer pursuant to Section 4.3(i)(i) shall be remitted by the Indenture Trustee to the Seller. Upon any such distributions to the Seller, the Noteholders, the Residual Interestholders [and the Insurer] will have no further rights in, or claims to, such amounts.

(j) On or prior to the third Business Day preceding each Determination Date, the Indenture Trustee shall send a written notice to the Servicer stating the amount of investment income earned, if any, during the related Collection Period on each Trust Account maintained at the Indenture Trustee.

(k) [Replacement of Reserve Account Letter of Credit] [if applicable.]

SECTION 4.4 Distributions.

(a) Prior to any acceleration of the Notes pursuant to Section 5.2 of the Indenture, on each Payment Date, the Indenture Trustee (based on information contained in the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.8) shall make the following deposits and distributions, to the extent of Available Funds on deposit in the Collection Account for such Payment Date, in the following order of priority:

(1) first, to the Backup Servicer, the Indenture Trustee and the Owner Trustee, the Backup Servicing Fee, the Indenture Trustee Fee and the Owner Trustee Fee, respectively, to the extent such fees have not previously been paid, and to any Successor Servicer, any unreimbursed Transition Expenses up to $100,000;

(2) second, to the Servicer, the Servicing Fee, or to any Successor Servicer, the Successor Servicing Fee;

(3) third, to the Note Distribution Account for distribution to the Noteholders pro rata, the Accrued Note Interest due and accrued for the related Interest Period;

(4) [fourth, to the Insurer, the Premium pursuant to the Insurance Agreement;]

(5) fifth, to the Note Distribution Account, for distribution to the Noteholders, the Noteholder Principal Distributable Amount;

(6) [sixth, to the Insurer, the Reimbursement Obligations pursuant to the Insurance Agreement];

(7) [seventh, at the Insurer’s discretion, to the Note Distribution Account if a Trigger Event has occurred on or before such Payment Date, the amount of Available Funds remaining after payment of clauses first through sixth above, for distribution to the Noteholders until the Note Balance of each Class has been reduced to zero, and then to the Insurer for payment of all Reimbursement Obligations not paid pursuant to clause sixth above;]

(8) eighth, to the Reserve Account, any additional amounts required to reinstate the reserve amount up to the Specified Reserve Amount;

(9) [ninth, at the Insurer’s discretion if a Trigger Event has occurred on or before such Payment Date, to the Note Distribution Account, up to the Reserve Amount available, and then to the Insurer for payment of all Reimbursement Obligations not paid pursuant to clause sixth above;]

(10) [tenth, at the Insurer’s discretion if a Trigger Event has occurred on or before such payment date, up to the Reserve Amount available, to the Account Party and/or each Reserve Account Letter of Credit Bank, as applicable, all amounts payable to the Account Party and/or such Reserve Account Letter of Credit Bank, as the case may be, pursuant to the applicable Letter of Credit Reimbursement Agreement, including, without limitation, any accrued and unpaid Letter of Credit Draw Amounts, Letter of Credit Fees and Letter of Credit Interest and Expenses;] and

(11) eleventh, any remaining funds will be distributed to the Residual Interestholder.

Notwithstanding any other provision of this Section 4.4, following the occurrence and during the continuation of an Event of Default which has resulted in an acceleration of the Notes, the Indenture Trustee shall apply all amounts on deposit in the Collection Account pursuant to Section 5.4(b) of the Indenture.

(b) [Reserved].

SECTION 4.5 [Reserved].

SECTION 4.6 Statements to Noteholders and Residual Interestholders. On or before each Determination Date, the Servicer shall provide to the Residual Interestholders and to the Indenture

Trustee (with a copy to each Rating Agency[, the Insurer] and the Issuer) for the Indenture Trustee to forward or otherwise make available to each Noteholder of record as of the most recent Record Date, a statement setting forth for the Collection Period and Payment Date relating to such Determination Date the following information (to the extent applicable):

(a) the aggregate amount being paid on such Payment Date in respect of interest on and principal of each Class of Notes;

(b) the Class A-1 Note Balance, the Class A-2 Note Balance, the Class A-3 Note Balance, the Class A-4 Note Balance and the Note Factor with respect to each Class of Notes, in each case after giving effect to payments on such Payment Date;

(c) (i) the amount on deposit in the Reserve Account and [available under all Reserve Account Letters of Credit and] the Total Available Reserve Amount, each as of the beginning and end of the related Collection Period, (ii) the amount deposited in the Reserve Account in respect of such Payment Date, if any, (iii) the amount withdrawn from the Reserve Account [or drawn under any Reserve Account Letter of Credit] and deposited to the Residual Interest Account pursuant to Section 4.3(d), if any, on such Payment Date, (iv) the balance on deposit in the Reserve Account on such Payment Date after giving effect to withdrawals therefrom and deposits thereto in respect of such Payment Date and (v) the change in such balance from the immediately preceding Payment Date;

(d) the Noteholder Principal Distribution Amount for such Payment Date;

(e) the Pool Balance and the Pool Factor as of the close of business on the last day of the preceding Collection Period;

(f) the amount of the Servicing Fee to be paid to the Servicer or the amount of the Successor Servicing Fee to be paid to the Successor Servicer, as applicable, with respect to the related Collection Period and the amount of any unpaid Servicing Fees or Successor Servicing Fees and the change in such amount from that of the prior Payment Date;

(g) the amount of the Noteholders’ Interest Carryover Shortfall, if any, on such Payment Date and the change in such amount from the preceding Payment Date;

(h) the aggregate Repurchase Price with respect to Repurchased Contracts paid by (i) the Servicer and (ii) the Seller with respect to the related Collection Period;

(i) the amount on deposit in the Pre-Funding Account (until the termination of the Funding Period);

(j) the amount on deposit in the Capitalized Interest Account, the Monthly Capitalized Interest Amount and the Overfunded Capitalized Interest Amount to be released from the Capitalized Interest Account on the related Payment Date and the amount on deposit in the Capitalized Interest Account after taking into account such withdrawals;

(k) the amount of fees to be paid to the Indenture Trustee and the Owner Trustee with respect to the related Payment Date and the amount of any unpaid fees to the Indenture Trustee and the Owner Trustee and the change in such amount from that of the prior Payment Date[;

(l) the Deficiency Amount, if any;

(m) the Delinquency Ratio (as defined in the Insurance Agreement) as of such Determination Date; and

(n) the Cumulative Net Charge-off Ratio (as defined in the Insurance Agreement) as of such Determination Date].

Each amount set forth pursuant to clause (a) or (g) above relating to the Notes shall be expressed as a dollar amount per $1,000 of the Initial Note Balance of the Notes (or Class thereof).

The Indenture Trustee may make available via the Indenture Trustee’s internet website all reports or notices required to be provided by the Indenture Trustee under this Section 4.6. Any information that is disseminated in accordance with the provisions of this Section 4.6 shall not be required to be disseminated in any other form or manner. The Indenture Trustee will make no representations or warranties as to the accuracy or completeness of such documents and will assume no responsibility therefor.

The Indenture Trustee’s internet website shall be initially located at “[ ]” or at such other address as shall be specified by the Indenture Trustee from time to time in writing to the Noteholders[, the Insurer], the Servicer, the Issuer or any Paying Agent. In connection with providing access to the Indenture Trustee’s internet website, the Indenture Trustee may require registration and the acceptance of a disclaimer. The Indenture Trustee shall not be liable for the dissemination of information in accordance with this Agreement.

SECTION 4.7 No Duty to Confirm. The Indenture Trustee shall have no duty or obligation to confirm or verify the contents of any reports or certificates delivered to the Indenture Trustee pursuant to this Agreement believed by the Indenture Trustee to be genuine and to have been signed or presented by the proper party or parties.

SECTION 4.8 [Claims Under a Reserve Account Letter of Credit.] [To be added if applicable.]

(a) [In the event that the Indenture Trustee is required to make a claim under any Reserve Account Letter of Credit pursuant to this Agreement, the Indenture Trustee shall make a demand under an available Reserve Account Letter of Credit in accordance with the terms of such Reserve Account Letter of Credit at least two Business Days prior to the related Payment Date. Amounts paid to the Indenture Trustee by the applicable Reserve Account Letter of Credit Bank under such Reserve Account Letter of Credit must be delivered to the Indenture Trustee and shall be deposited by the Indenture Trustee into the Reserve Account on the Business Day prior to the related Payment Date. Any payment made by a Reserve Account Letter of Credit Bank under a Reserve Account Letter of Credit shall be applied solely to the payment of the Notes and for such other purposes as set forth in Section 4.3 hereof.

(b) Any and all amounts disbursed by the Indenture Trustee from the Reserve Account from claims made under a Reserve Account Letter of Credit shall not be considered payment by the Issuer or from the Reserve Account with respect to such Notes, and shall not discharge the obligations of the Issuer with respect thereto. The Account Party shall, to the extent the Indenture Trustee makes any payment with respect to the Notes with amounts disbursed from the Reserve Account from claims made under a Reserve Account Letter of Credit, become subrogated to the rights of the recipients of such payments to the extent of such payments. Subject to and conditioned upon any payment with respect to the Notes by or on behalf of any Reserve Account Letter of Credit Bank, the Indenture Trustee shall assign to the Account Party all rights to the payment of interest or principal with respect to the Notes which are then due for payment to the extent of all payments made by such Reserve Account Letter of Credit Bank, and the Account Party may exercise any option, vote, right, power or the like, with respect to the Notes to the

extent that it has made payment under such Reserve Account Letter of Credit. To evidence such subrogation, the Note Registrar shall note the Account Party’s rights as subrogee upon the register of Note Owners upon receipt from the applicable Reserve Account Letter of Credit Bank of proof of payment by such Reserve Account Letter of Credit Bank of any drawing under the applicable Reserve Account Letter of Credit. The foregoing subrogation shall in all cases be subject to the rights of the Note Owners to receive all scheduled payments of principal and interest in respect of the Notes and the right of the Insurer to receive Reimbursement Obligations.

(c) The Indenture Trustee shall keep a complete and accurate record of all funds disbursed under each Reserve Account Letter of Credit and deposited into the Reserve Account and the allocation of such funds to payment of interest on and principal paid in respect of any Note. Each Reserve Account Letter of Credit Bank and the Account Party shall have the right to inspect such records at reasonable times upon one Business Day’s prior notice to the Indenture Trustee.]

ARTICLE V

THE SELLER

SECTION 5.1 Representations of Seller. On the Closing Date and on each Funding Date, the Seller makes the following representations on which the Issuer and the Indenture Trustee shall rely in accepting the Contracts in trust and in connection with the performance by the Indenture Trustee of its obligations hereunder [and the Insurer relied in issuing the Policy]. The representations speak as of the execution and delivery of this Agreement on the Closing Date and on each Funding Date but shall survive the sale of the Contracts to the Issuer and the subsequent pledge thereof to the Indenture Trustee pursuant to the Indenture:

(a) Organization and Good Standing. The Seller is duly formed and validly existing as a limited liability company in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted, and has and had at all relevant times, full power, authority and legal right to acquire and own the Contracts.

(b) Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business requires such qualifications.

(c) Power and Authority. The Seller has the power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is a party and to carry out their respective terms. The Seller has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and has duly authorized such sale and assignment to the Trust by all necessary action; and the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party have been duly authorized by the Seller by all necessary action.

(d) Valid Sale; Binding Obligations. This Agreement evidences a valid sale, transfer and assignment of the Trust Estate, enforceable against creditors of and purchasers from the Seller; and a legal, valid and binding obligation of the Seller enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditors’ rights generally and to general principles of equity.

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

(f) No Proceedings. There are no proceedings or investigations pending, or to the Seller’s best knowledge threatened, before any court, regulatory body, administrative agency, or other governmental instrumentality having jurisdiction over the Seller or its properties: (A) asserting the invalidity of this Agreement, any other Transaction Document to which it is a party or the Securities; (B) seeking to prevent the issuance of the Securities or the consummation of any of the transactions contemplated by this Agreement or, any other Transaction Document to which it is a party; (C) seeking any determination or ruling that might materially and adversely affect the performance by the Seller of its obligations under, or the validity or enforceability of, this Agreement, any other Transaction Document to which it is a party or the Securities; or (D) relating to the Seller and which might adversely affect the federal income tax attributes of the Securities.

(g) Principal Place of Business; Jurisdiction of Organization. The principal place of business of the Seller is located in Texas. The Seller is formed under the laws of Delaware as a limited liability company. “Drive Auto Receivables LLC” is the correct legal name of the Seller indicated on the public records of the Seller’s jurisdiction of formation which shows it to be organized.

(h) Investment Company Act. The Seller is not an “investment company” that is registered or required to be registered under, or otherwise subject to the restrictions of, the Investment Company Act of 1940, as amended.

SECTION 5.2 Liability of the Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Agreement (provided that this provision shall not protect the Seller against any liability that would otherwise be imposed by reason of willful misconduct or negligence in the performance of its duties under this Agreement), and hereby agrees to the following:

(a) The Seller shall indemnify, defend, and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee[, the Insurer], the Noteholders and the Residual Interestholder from and against any loss, liability or expense incurred by reason of the Seller’s violation of federal or State securities laws in connection with the registration or the sale of the Notes.

(b) The Seller will pay any and all taxes levied or assessed upon the Issuer or upon all or any part of the Trust Estate.

(c) Indemnification under this Section 5.2 will survive the resignation or removal of the Owner Trustee or the Indenture Trustee and the termination of this Agreement and will include, without limitation, reasonable fees and expenses of counsel and expenses of litigation. If the Seller has made any indemnity payments pursuant to this Section 5.2 and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person will promptly repay such amounts to the Seller, without interest.

(d) The Seller’s obligations under this Section 5.2 are obligations solely of the Seller and will not constitute a claim against the Seller to the extent that the Seller does not have funds sufficient to make payment of such obligations. In furtherance of and not in derogation of the foregoing, the Issuer, the Servicer, the Indenture Trustee[, the Insurer] and the Owner Trustee, by entering into or accepting this Agreement, acknowledge and agree that they have no right, title or interest in or to the Other Assets of the Seller. To the extent that, notwithstanding the agreements and provisions contained in the preceding sentence, the Issuer, the Servicer[, the Insurer], the Indenture Trustee or the Owner Trustee either (i) asserts an interest or claim to, or benefit from, Other Assets, or (ii) is deemed to have any such interest, claim to, or benefit in or from Other Assets, whether by operation of law, legal process, pursuant to applicable provisions of insolvency laws or otherwise (including by virtue of Section 1111(b) of the Bankruptcy Code or any successor provision having similar effect under the Bankruptcy Code), then the Issuer, the Servicer[, the Insurer], the Indenture Trustee or the Owner Trustee further acknowledges and agrees that any such interest, claim or benefit in or from Other Assets is and will be expressly subordinated to the indefeasible payment in full, which, under the terms of the relevant documents relating to the securitization or conveyance of such Other Assets, are entitled to be paid from, entitled to the benefits of, or otherwise secured by such Other Assets (whether or not any such entitlement or security interest is legally perfected or otherwise entitled to a priority of distributions or application under applicable law, including insolvency laws, and whether or not asserted against the Seller), including the payment of post-petition interest on such other obligations and liabilities. This subordination agreement will be deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code. The Issuer, the Servicer[, the Insurer], the Indenture Trustee and the Owner Trustee each further acknowledges and agrees that no adequate remedy at law exists for a breach of this Section 5.2(d) and the terms of this Section 5.2(d) may be enforced by an action for specific performance. The provisions of this Section 5.2(d) will be for the third party benefit of those entitled to rely thereon and will survive the termination of this Agreement.

SECTION 5.3 Merger or Consolidation of, or Assumption of the Obligations of, Seller. Any Person (i) into which the Seller may be merged or consolidated, (ii) resulting from any merger, conversion, or consolidation to which the Seller shall be a party, (iii) succeeding to the business of the Seller or (iv) exercising control directly or indirectly of the Seller, which Person in any of the foregoing cases executes an agreement of assumption acceptable to the Controlling Party to perform every obligation of the Seller under this Agreement and the other Transaction Documents to which the Seller is a party, will be the successor to the Seller under this Agreement without the execution or filing of any document or any further act on the part of any of the parties to this Agreement; provided, however, that (x) the Seller shall have delivered to the Indenture Trustee [and the Insurer] an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation, conversion, merger, or succession and such agreement or assumption comply with this Section 5.3 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with and (y) the Seller shall have delivered to [the Insurer and] the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Issuer in the Contracts, and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest and (z) the Rating Agency Condition shall have been satisfied. The Seller shall provide notice of any merger, consolidation, conversion, or succession pursuant to this Section 5.3 to [the Insurer and] the Rating Agencies then providing a rating for the Notes. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (x), (y) and (z) above shall be conditions to the consummation of the transactions referred to in clauses (i), (ii), (iii) or (iv) above.

SECTION 5.4 Limitation on Liability of Seller and Others. The Seller and any officer or employee or agent of the Seller may rely in good faith on the advice of counsel or on any document of

any kind, prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Seller will not be under any obligation to appear in, prosecute, or defend any legal action that is not incidental to its obligations under this Agreement, and that in its opinion may involve it in any expense or liability.

SECTION 5.5 The Seller May Own Notes. The Seller, and any Affiliate of the Seller, may in its individual or any other capacity become the owner or pledgee of Notes with the same rights as it would have if it were not the Seller or an Affiliate thereof, except as otherwise expressly provided herein or in the other Transaction Documents. Except as set forth herein or in the other Transaction Documents, Notes so owned by the Seller or any such Affiliate will have an equal and proportionate benefit under the provisions of this Agreement and the other Transaction Documents, without preference, priority, or distinction as among all of the Notes. Unless all Notes are owned by the Issuer, the Seller, the Servicer, the Administrator or any of their respective Affiliates, any Notes owned by the Issuer, the Seller, the Servicer, the Administrator or any of their respective Affiliates shall be disregarded with respect to the determination of any request, demand, authorization, direction, notice, consent, vote or waiver hereunder or under any other Transaction Document.

SECTION 5.6 ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act Requirements. To the extent any documents are required to be filed or any certification is required to be made with respect to the Issuer or the Notes pursuant to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, the Issuer hereby authorizes the Servicer and the Seller, or either of them, to prepare, sign, certify and file any such documents or certifications.

SECTION 5.7 Compliance with Organizational Documents. The Seller shall comply with its limited liability company agreement and other organizational documents.

ARTICLE VI

THE SERVICER

SECTION 6.1 Representations of Servicer. On the Closing Date and on each Funding Date, the Servicer makes the following representations on which the Issuer and the Indenture Trustee shall rely in accepting the Contracts in trust and in connection with the performance by the Indenture Trustee of its obligations hereunder [and the Insurer relies in issuing the Policy]. The representations speak as of the execution and delivery of this Agreement on the Closing Date and on each Funding Date but shall survive the sale of the Contracts to the Issuer:

(a) Organization and Good Standing. The Servicer is duly formed and is validly existing as a corporation in good standing under the laws of the State of Illinois, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted, and has and had at all relevant times, full power, authority and legal right to acquire, own, sell and service the Contracts;

(b) Due Qualification. The Servicer is duly qualified to do business as a foreign corporation in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business in servicing of the Contracts as required by this Agreement requires such qualifications except where such failure will not have a material adverse effect or the Servicer’s ability to service the Contracts as required by this Agreement;

(c) Power and Authority. The Servicer has the power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is a party and to carry out their respective terms; and the execution, delivery and performance of this Agreement and the other

Transaction Documents to which it is a party have been duly authorized by the Servicer by all necessary action;

(d) Binding Obligations. This Agreement and the other Transaction Documents to which it is a party constitute legal, valid, and binding obligations of the Servicer enforceable in accordance with their respective terms, subject to the effects of bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and to general principles of equity;

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

(f) No Proceedings. There are no proceedings or investigations pending, or, to the Servicer’s best knowledge, threatened, before any court, regulatory body, administrative agency, or other governmental instrumentality having jurisdiction over the Servicer or its properties (A) asserting the invalidity of this Agreement, any of the other Transaction Documents to which it is a party or the Securities, (B) seeking to prevent the issuance of the Securities or the consummation of any of the transactions contemplated by this Agreement or any of the other Transaction Documents to which it is a party, (C) seeking any determination or ruling that might materially and adversely affect the performance by the Servicer of its obligations under, or the validity or enforceability of, this Agreement, any of the other Transaction Documents to which it is a party or the Securities or (D) relating to the Transaction Servicer and which might adversely affect the federal income tax attributes of the Securities.

SECTION 6.2 Indemnities of Servicer. The Servicer will be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement, and hereby agrees to the following:

(a) The Servicer shall defend, indemnify, and hold harmless the Indenture Trustee[, the Insurer] and the Owner Trustee and their respective officers, directors, employees and agents, and the Issuer from and against any and all costs, expenses, losses, damages, claims and liabilities arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle.

(b) The Servicer shall indemnify, defend and hold harmless the Indenture Trustee, the Owner Trustee, the Issuer[, the Insurer] and their respective officers, directors, agents and employees from and against any taxes (other than net income, gross receipts, franchise or other similar taxes) that may at any time be asserted against the Indenture Trustee, the Owner Trustee[, the Insurer] or the Issuer, with respect to the transactions contemplated herein, including, without limitation, any sales, general corporation, tangible personal property, privilege, or license taxes and costs and expenses in defending against the same.

(c) The Servicer shall indemnify, defend, and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee[, the Insurer] and the Noteholders from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or

liability arose out of, or was imposed upon the Issuer, the Owner Trustee[, the Insurer] or the Noteholders through the negligence, willful misconduct or bad faith of the Servicer in the performance of its duties under this Agreement or any other Transaction Document to which it is a party.

(d) The Servicer shall indemnify, defend, and hold harmless the Owner Trustee, the Indenture Trustee[, the Insurer] and each of its officers, directors, employees and agents from and against all costs, expenses, losses, claims, damages, and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties herein contained, except to the extent that such cost, expense, loss, claim, damage or liability: (i) shall be due to the willful misconduct, bad faith, or negligence of the Indenture Trustee, (ii) shall arise from the Indenture Trustee’s breach of any of its representations or warranties in any material respect set forth in the Indenture or (iii) shall arise out of or be incurred in connection with the performance by the Indenture Trustee of the duties of Successor Servicer hereunder.

(e) The Servicer shall indemnify, defend, and hold harmless, the Indenture Trustee, the Owner Trustee[, the Insurer] and each of their officers, directors, employees and agents from and against all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties contained in the Trust Agreement, except to the extent that such cost, expense, loss, claim, damage or liability (i) shall be due to the willful misconduct, bad faith or negligence of the Owner Trustee or (ii) shall arise from the Owner Trustee’s breach of any of its representations or warranties set forth in the Trust Agreement.

(f) The Servicer shall indemnify, defend, and hold harmless, the Backup Servicer and its officers, directors, employees and agents from and against all costs, expenses, losses, claims, damages, and liabilities to the extent that such cost, expense, claim, damage, or liability arose out of, or was imposed upon the Backup Servicer resulting from the acts or omissions of the Servicer in the performance of its duties in its capacity as Servicer under this Agreement or any other Transaction Document to which it is a party.

(g) Indemnification under this Section 6.2 by the Servicer, with respect to the period such Person was (or was deemed to be) the Servicer, shall survive the termination of such Person as Servicer or a resignation by such Person as Servicer as well as the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer shall have made any indemnity payments pursuant to this Section 6.2 and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts to the Servicer, without interest.

SECTION 6.3 Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person (i) into which the Servicer may be merged or consolidated, (ii) resulting from any merger, conversion, or consolidation to which the Servicer shall be a party or (iii) succeeding to the business of the Servicer (or to substantially all of the Servicer’s business insofar as it relates to the purchase of retail installment sales contracts from Dealers and the servicing of the Contracts), which Person in any of the foregoing cases executes an agreement of assumption acceptable to the Controlling Party to perform every obligation of the Servicer under this Agreement and the other Transaction Documents to which it is a party, will be the successor to the Servicer under this Agreement and the other Transaction Documents to which it is a party without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement; provided, however, that (x) the Servicer shall have delivered to [the Insurer,] the Owner Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation, conversion, merger or succession and such agreement of assumption comply with this Section 6.3 and that all conditions precedent provided for in this Agreement and the other Transaction Documents to which it is a party relating to such transaction have been complied with and (y) the Servicer shall have delivered to [the Insurer,] the Owner Trustee and the Indenture Trustee an

Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Issuer in the Contracts, and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest and (z) the Rating Agency Condition shall have been satisfied. The Servicer shall provide notice of any merger, conversion, consolidation or succession pursuant to this Section 6.3 to [the Insurer and] the Rating Agencies then providing a rating for the Securities. The Indenture Trustee shall forward a copy of each such notice to each Noteholder. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (x), (y) and (z) above shall be conditions to the consummation of the transactions referred to in clauses (i), (ii), (iii) or (iv) above.

SECTION 6.4 Limitation on Liability of Servicer and Others.

(a) Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer will be under any liability to the Issuer, the Indenture Trustee, the Owner Trustee, the Noteholders[, the Insurer] or the Residual Interestholders, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision will not protect the Servicer or any such Person against any liability that would otherwise be imposed by reason of willful misconduct or bad faith in the performance of duties of negligence in the performance of its duties under this Agreement. The Servicer and any director, officer or employee or agent of the Servicer may rely in good faith on any Opinion of Counsel or on any Officer’s Certificate of the Seller or certificate of auditors believed to be genuine and to have been signed by the proper party in respect of any matters arising under this Agreement.

(b) Except as provided in this Agreement, the Servicer will not be under any obligation to appear in, prosecute, or defend any legal action that is not incidental to its duties to service the Contracts in accordance with this Agreement, and that in its opinion may involve it in any expense or liability; provided, however, that the Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties to this Agreement and the interests of the Noteholders and the Residual Interestholders under this Agreement. In such event, the legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the Servicer.

SECTION 6.5 Delegation of Duties. The Servicer may, at any time without notice or consent, delegate any or all of its duties under the Transaction Documents to any sub-contractor appointed with the written consent of the Controlling Party; provided, that no such delegation shall relieve the Servicer of its responsibility with respect to such duties and the Servicer shall remain obligated and liable to [the Insurer,] the Issuer and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such duties.

SECTION 6.6 Drive Consumer Not to Resign as Servicer. Subject to the provisions of Section 6.3, the Servicer shall not resign from the obligations and duties hereby imposed on it as Servicer under this Agreement except upon determination that the performance of its duties under this Agreement shall no longer be permissible under applicable law. Notice of any such determination permitting the resignation of the Servicer shall be communicated to [the Insurer and] the Indenture Trustee within five (5) Business Days thereafter (and, if such communication is not in writing, shall be confirmed in writing within five (5) Business Days thereafter) and any such determination shall be evidenced by an Opinion of Counsel to such effect delivered to the [Insurer and] the Indenture Trustee concurrently with or promptly after such notice. No such resignation shall become effective until a Successor Servicer shall have taken the actions required by Section 7.1(d) and shall have assumed the responsibilities and obligations of the

predecessor Servicer and the Controlling Party has indicated that the Successor Servicer is acceptable to it. The Indenture Trustee shall forward a copy of each notice so received to each Noteholder and the Rating Agencies.

SECTION 6.7 The Backup Servicer.

(a) Prior to assuming any of the Servicer’s rights and obligations hereunder the Backup Servicer shall only be responsible to perform those duties specifically imposed upon it by the provisions hereof. Such duties generally relate to following the provisions herein which would permit the Backup Servicer to assume some or all of the Servicer’s rights and obligations hereunder with reasonable dispatch, following notice.

The Backup Servicer, prior to assuming any of the Servicer’s duties hereunder, may not resign hereunder unless (i) it arranges for a successor Backup Servicer reasonably acceptable to the Servicer, the Seller and the Controlling Party, and, if [an Insurer Default has occurred and is continuing or] the Termination Date has occurred, the Rating Agencies, with not less than 60 days’ notice delivered to the Controlling Party, the Rating Agencies, the Servicer and the Seller and (ii) such successor Backup Servicer has consented in writing to such appointment. Prior to its becoming Successor Servicer, the Backup Servicer shall have only those duties and obligations imposed by it under this Agreement, and shall have no obligations or duties under any agreement to which it is not a party, including the various agreements named herein.

(b) The Backup Servicer shall not be required 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 the repayment of such funds or adequate written indemnity against such risk or liability is not reasonably assured to it in writing prior to the expenditure or risk of such funds or incurrence of financial liability. Notwithstanding any provision to the contrary, the Backup Servicer, in its capacity as such, and not in its capacity as Successor Servicer, shall not be liable for any obligation of the Servicer contained in this Agreement, and the parties shall look only to the Servicer to perform such obligations.

(c) The Servicer shall have no liability, direct or indirect, to any party, for the acts or omissions of the Backup Servicer, whenever such acts or omissions occur whenever such liability is imposed.

(d) [Notwithstanding anything to the contrary herein, so long as the Insurer is the Controlling Party, the Insurer shall have the right to remove the Backup Servicer for cause at any time prior to the Termination Date and replace the Backup Servicer. In the event that the Insurer exercises its right to remove and replace [ ] as Backup Servicer, [ ] shall have no further obligation to perform the duties of the Backup Servicer under this Agreement.] [If Backup Servicer and the Indenture Trustee are the same party — Any removal and replacement of [ ] in its capacity as Backup Servicer shall not affect its duties or obligations as Indenture Trustee under the Transaction Document.]

SECTION 6.8 Servicer May Own Notes. The Servicer, and any Affiliate of the Servicer, may, in its individual or any other capacity, become the owner or pledgee of Notes with the same rights as it would have if it were not the Servicer or an Affiliate thereof, except as otherwise expressly provided herein or in the other Transaction Documents. Except as set forth herein or in the other Transaction Documents, Notes so owned by or pledged to the Servicer or such Affiliate will have an equal and proportionate benefit under the provisions of this Agreement, without preference, priority or distinction as among all of the Notes.

ARTICLE VII

TERMINATION OF SERVICER

SECTION 7.1 Termination of Servicer.

(a) If a Servicer Termination Event shall have occurred and be continuing, the Indenture Trustee shall, at the direction of the Controlling Party, by notice given to the Servicer, the Owner Trustee, the Issuer, the Administrator, the Noteholders[, the Insurer] and each Rating Agency, terminate the rights and obligations of the Servicer under this Agreement with respect to the Contracts. Upon the Servicer’s receipt of notice of termination pursuant to this Section 7.1(a) or the Servicer’s resignation in accordance with the terms of this Agreement, the predecessor servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date 30 days from the delivery to the Backup Servicer and the Indenture Trustee of written notice of such resignation (or the date of written confirmation of such notice prior to the expiration of the 45 days) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s resignation or termination hereunder, and, prior to the Termination Date, [if the Insurer so directs (so long as the Insurer is the Controlling Party),] the Backup Servicer shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof; provided, however, that the Backup Servicer shall not be liable for any actions of any Servicer prior to such succession or for any breach by the Servicer of any of its representations and warranties contained in this Agreement or in any related document or agreement. Notwithstanding the above, if the Backup Servicer is legally unable to so act or, prior to the Termination Date, [the Insurer otherwise directs (so long as the Insurer is the Controlling Party), the Insurer may appoint a Successor Servicer, otherwise,] the Indenture Trustee shall appoint (after soliciting bids from potential servicers), or petition a court of competent jurisdiction to appoint, a servicer as the Successor Servicer hereunder, in the assumption of all or any part of the responsibilities, duties or liabilities of the outgoing Servicer hereunder. In the event that [ ], as Backup Servicer, is legally unable to act as Servicer under this Agreement and another entity is appointed as Successor Servicer under this Section, [ ] shall have no further obligation to perform the obligations of Servicer or Backup Servicer under this Agreement. In the event that the Backup Servicer is so prohibited by law from acting or, prior to the Termination Date, [the Insurer otherwise directs (so long as the Insurer is the Controlling Party),] the outgoing Servicer shall continue to act as Servicer hereunder until a Successor Servicer [which, prior to the Termination Date, shall be acceptable to the Insurer (so long as the Insurer is the Controlling Party)] is appointed and assumes the obligations as Successor Servicer. In the event the Backup Servicer assumes the responsibilities of the Servicer pursuant to this Section 7.1, the Backup Servicer will make reasonable efforts consistent with applicable law to become licensed, qualified and in good standing under the laws which require licensing or qualification, in order to perform its obligations as Servicer hereunder or, alternatively, shall retain an agent who is so licensed, qualified and in good standing.

(b) Upon succeeding to the duties of the Servicer (in the case of the Backup Servicer) or upon appointment as Servicer (in the case of the Successor Servicer) pursuant to this Agreement, the Backup Servicer or the Successor Servicer, as applicable, shall be the successor in all respects to the predecessor servicer and shall be subject to all the responsibilities, duties, and liabilities arising thereafter relating thereto placed on the predecessor servicer, and shall be entitled to (to the extent arranged in accordance with the following paragraph) the Successor Servicing Fee and all of the rights granted to the predecessor servicer, by the terms and provisions of this Agreement; provided that neither the Backup Servicer nor the Successor Servicer shall be liable for the acts or omissions of any predecessor servicer.

(c) In connection with such succession of duties (in the case of the Backup Servicer) or appointment (in the case of a Successor Servicer), the Indenture Trustee may make such arrangements for the compensation of such Successor Servicer (including Transition Expenses) out of payments on Contracts as it, [the Insurer (prior to the Termination Date and so long as the Insurer is the Controlling Party)] and such Successor Servicer shall agree; provided, however, that no such compensation (excluding Transition Expenses) shall be in excess of the Successor Servicing Fee. The Backup Servicer, the Indenture Trustee and any such Successor Servicer shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

(d) The predecessor servicer shall cooperate with the Successor Servicer and the Backup Servicer in effecting the termination of the responsibilities and rights of the predecessor servicer under this Agreement, including the transfer to the Backup Servicer or the Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor servicer for deposit, or shall thereafter be received with respect to a Contract, and the related accounts and records maintained by the Servicer. All reasonable costs and expenses (including attorneys’ fees and disbursements) incurred in connection with transferring the Contracts to the Successor Servicer, converting the Servicer’s data to the Successor Servicer’s computer systems and amending this Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor servicer upon presentation of reasonable documentation of such costs and expenses (the “Transition Expenses”); provided, however, that such Transition Expenses shall not exceed $100,000. If such Transition Expenses are not paid to the Successor Servicer by the predecessor servicer, such Transition Expenses shall be paid under Section 4.4(a)(1). [In addition, the Insurer shall have the option to pay the Transition Expenses. So long as the Insurer is the Controlling Party, if the Insurer elects to pay any such Transition Expenses, the amount paid by the Insurer shall constitute part of the Reimbursement Obligations due to the Insurer.]

SECTION 7.2 Notification to Noteholders and Residual Interestholders. Upon any termination of, or appointment of a successor to, the Servicer pursuant to this Article VII, the Indenture Trustee will give prompt written notice thereof to the Owner Trustee, the Issuer[, the Insurer], the Administrator, each Rating Agency and to the Noteholders and the Residual Interestholders at their respective addresses of record.

ARTICLE VIII

OPTIONAL PURCHASE

SECTION 8.1 Optional Purchase of Trust Estate. The Seller and the Servicer shall each have the right at its option (the “Optional Purchase”) to purchase the Trust Estate from the Issuer on any Payment Date if, either before or after giving effect to any payment of principal required to be made on such Payment Date, the aggregate Pool Balance is less than or equal to 15% of the Original Pool Balance and the aggregate Principal Balances of the Subsequent Contracts conveyed to the Issuer as of the related Funding Date. The purchase price for the Trust Estate shall equal the Redemption Price (the “Optional Purchase Price”), which amount shall be deposited by the Seller or the Servicer into the Collection Account on the Redemption Date. If the Seller or the Servicer exercises the Optional Purchase, the Notes shall be redeemed and in each case in whole but not in part on the related Payment Date for the Redemption Price.

ARTICLE IX

[THE POLICY

SECTION 9.1 Subrogation. The Insurer shall, to the extent it makes any payment with respect to the Notes, become subrogated to the rights of the recipients of such payments to the extent of such payments. Subject to and conditioned upon any payment with respect to the Notes by or on behalf of the

Insurer, each Noteholder shall be deemed, without further action, to have directed the Indenture Trustee to assign to the Insurer all rights to the payment of interest or principal with respect to the Notes which are then due for payment to the extent of all payments made by the Insurer and the Insurer may exercise any option, vote, right, power or the like with respect to the Notes to the extent that it has made payment with respect to the Notes whether pursuant to the Policy or otherwise. Notwithstanding the foregoing, the order of priority of payments to be made pursuant to Section 4.4 shall not be modified by this clause. To evidence such subrogation, the Note Registrar shall note the Insurer’s rights as subrogee upon the register of Noteholders upon receipt from the Insurer of proof of payment by the Insurer of any Scheduled Payment (as defined in the Policy) or other payment.

SECTION 9.2 Preference Claims; Direction of Proceedings. In the event that the Indenture Trustee has received a certified copy of an order of the appropriate court that any Scheduled Payment paid on a Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Indenture Trustee shall so notify the Insurer, shall comply with the provisions of the Policy to obtain payment by the Insurer of such avoided payment, and shall, at the time it provides notice to the Insurer, notify Holders of the Notes by mail that, in the event that any Noteholder’s payment is so recoverable, such Noteholder shall be entitled to payment pursuant to the terms of the Policy. Pursuant to the terms of the Policy, the Insurer will make such payment on behalf of the Noteholder to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the “Order” (as defined in the Policy) and not to the Indenture Trustee or any Noteholder directly (unless such Noteholder has previously paid such payment to the receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Insurer will make such payment to the Indenture Trustee for payment, in accordance with the instructions to be provided by the Insurer, to such Noteholder upon proof of such payment reasonably satisfactory to the Insurer).

Each “Notice of Claim” (as defined in the Policy) shall provide that the Indenture Trustee, on its behalf and on behalf of the Noteholders, thereby appoints the Insurer as agent and attorney-in-fact for the Indenture Trustee and each Noteholder in any legal proceeding with respect to the Notes. The Indenture Trustee shall promptly notify the Insurer of any proceeding or the institution of any action (of which a Responsible Officer of the Indenture Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a “Note Preference Claim”) of any payment made with respect to the Notes. Each Holder of Notes, by its purchase of Notes, and the Indenture Trustee hereby agree that so long as an Insurer Default shall not have occurred and be continuing, the Insurer may at any time during the continuation of any proceeding relating to a Note Preference Claim direct all matters relating to such Note Preference Claim including (i) the direction of any appeal of any order relating to any Note Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal at the expense of the Insurer, but subject to reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, the Insurer shall be subrogated to, and each Noteholder and the Indenture Trustee hereby delegate and assign, to the fullest extent permitted by law, the rights of the Indenture Trustee and each Noteholder in the conduct of any proceeding with respect to a Note Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Note Preference Claim.

SECTION 9.3 Surrender of Policy. The Indenture Trustee shall surrender the Policy to the Insurer for cancellation upon the expiration of the Policy in accordance with the terms of the Policy.]

ARTICLE X

MISCELLANEOUS PROVISIONS

SECTION 10.1 Amendment. This Agreement may be amended by the Seller, the Servicer and the Indenture Trustee, without the consent of any of the Noteholders or any of the Residual Interestholders, [but with the prior written consent of the Insurer (so long as the Insurer is the Controlling Party),] to (i) cure any ambiguity, to correct or supplement any provisions in this Agreement, or to add any other provisions with respect to matters or questions arising under this Agreement that shall not be inconsistent with the provisions of this Agreement, or (ii) reflect the succession of a successor Servicer; provided, however, that in connection with any amendment pursuant to clause (i) above, the action referred to therein shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder; and provided, further, that in connection with any amendment pursuant to clause (ii) above, the Rating Agency Condition shall have been satisfied; provided further, however, if any party to this Agreement is unable to sign any amendment due to its dissolution, winding up or comparable circumstances, then the consent of the Noteholders representing not less than a majority of the Outstanding Note Balance [and the consent of the Insurer (so long as the Insurer is the Controlling Party)] shall be sufficient to amend this Agreement without such party’s signature.

This Agreement may also be amended from time to time by the Seller, the Servicer and the Indenture Trustee with the written consent of [the Insurer (so long as the Insurer is the Controlling Party) and] the Holders of Notes voting as a single class (which consent of any Holder of a Note given pursuant to this Section or pursuant to any other provision of this Agreement shall be conclusive and binding on such Holder and on all future Holders of such Note and of any Note issued upon the registration of transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent is made upon the Note), evidencing not less than a majority of the then Outstanding Note Balance for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement, or of modifying in any manner the rights of the Noteholders [or the Insurer]; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Contracts or distributions that shall be required to be made on any Note or change the Interest Rate of any Class of Notes or the Note Principal Distributable Amount or (b) reduce the aforesaid percentage required to consent to any such amendment, without the consent of the Holders of all Notes then outstanding; provided further, however, if any party to this Agreement is unable to sign any amendment due to its dissolution, winding up or comparable circumstances, then the consent of the Noteholders representing not less than a majority of the Outstanding Note Balance [and the consent of the Insurer (so long as the Insurer is the Controlling Party)] shall be sufficient to amend this Agreement without such party’s signature.

Prior to the execution of any such amendment or consent, the Servicer will provide and the Indenture Trustee shall distribute written notification of the substance of such amendment or consent to each Rating Agency then rating the Notes [and the Insurer]. Promptly after the execution of any such amendment or consent, the Indenture Trustee shall furnish written notification of the substance of such amendment or consent to each Noteholder. It shall not be necessary for the consent of Noteholders pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Noteholders provided for in this Agreement) and of evidencing the authorization of the execution thereof by Noteholders shall be subject to such reasonable requirements as the Indenture Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the Indenture Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and the Opinion of Counsel referred to in Section 10.2(i)(1). The Indenture Trustee may, but shall not be obligated to, enter into any

such amendment which affects the Indenture Trustee’s own rights, duties or immunities under this Agreement or otherwise.

SECTION 10.2 Protection of Title to Trust.

(a) The Seller shall file such financing statements and cause to be filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain, and protect the interest of the Indenture Secured Parties in the Contracts and in the proceeds thereof and the sale of accounts and chattel paper. The Seller shall deliver (or cause to be delivered) to the Indenture Trustee [and the Insurer] file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.

(b) None of the Issuer, the Seller or the Servicer shall change its name, identity, State of incorporation or formation or corporate structure in any manner that would, could, or might make any financing statement or continuation statement filed by the Seller in accordance with Section 10.2(a) seriously misleading within the meaning of Section 9-506, Section 9-507 and Section 9-508 of the UCC, unless it shall have given the Indenture Trustee [and the Insurer] at least five days’ prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements.

(c) The Seller, the Issuer and the Servicer shall give the Indenture Trustee [and the Insurer] at least 60 days’ prior written notice of any relocation of its principal executive office or change of its State of incorporation or formation if, as a result of any such change, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment. The Servicer shall at all times maintain each office from which it shall service Contracts, and its principal executive office, within the United States (other than the State of Louisiana).

(d) The Servicer shall maintain accounts and records as to each Contract accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Contract, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Contract and the amounts from time to time deposited in the Collection Account in respect of such Contract.

(e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Contracts to the Issuer, the Servicer’s master computer records (including any back-up archives) that refer to a Contract shall indicate clearly (including by means of tagging) the interest of the Issuer in such Contract and that such Contract is owned by the Issuer. Indication of the Trust’s ownership of a Contract shall be deleted from or modified on the Servicer’s computer systems when, and only when, the Contract shall have been paid in full or repurchased.

(f) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Contract, shall indicate clearly (including by means of tagging) that such Contract has been sold and is owned by the Issuer.

(g) The Servicer shall permit the Indenture Trustee[, the Insurer] and their respective agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Contract.

(h) Upon request, the Servicer shall furnish to the Indenture Trustee [and the Insurer], within 20 Business Days, a list of all Contracts (by contract number and name of Obligor) then held as part of the Trust, together with a reconciliation of such list to the Schedule of Contracts and to each of the Servicer’s Certificates furnished before such request indicating removal of Contracts from the Trust.

(i) The Seller shall deliver to the Indenture Trustee [and the Insurer]:

(1) upon the execution and delivery of this Agreement and of each amendment thereto, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements (and releases of financing statements) and continuation statements have been executed that are necessary fully to preserve and protect the interest of the Indenture Trustee in the Contracts, and reciting the details of the expected filings thereof or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest; and

(2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Initial Cut-off Date, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such Counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Indenture Trustee in the Contracts, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such Counsel, no such action shall be necessary to preserve and protect such interest; such Opinion of Counsel shall also describe the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to preserve and protect the interest of the Indenture Trustee in the Contracts, until January 30 in the following calendar year.

Each Opinion of Counsel referred to in clauses (i)(1) or (i)(2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest.

SECTION 10.3 Other Liens or Interests. Except for the conveyances and grants of security interests pursuant to this Agreement and the other Transaction Documents, the Seller shall not sell, pledge, assign or transfer the Contracts or other property transferred to the Issuer to any other Person, or grant, create, incur, assume or suffer to exist any Lien on any interest therein, and the Seller shall defend the right, title and interest of the Issuer in, to and under such Contracts and other property transferred to the Issuer against all claims of third parties claiming through or under the Seller.

SECTION 10.4 Transfers Intended as Sale; Security Interest.

(a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales and transfers rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Contracts and related Transferred Assets shall not be part of the Seller’s estate in the event of a bankruptcy or insolvency of the Seller. The sales and transfers by the Seller of Contracts and related Transferred Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, the Seller, except as otherwise specifically provided herein. The limited rights of recourse specified herein against the Seller are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectibility of the Contracts.

(b) Notwithstanding the foregoing, in the event that the Contracts and other Transferred Assets are held to be property of the Seller, or if for any reason this Agreement is held or deemed to create indebtedness or a security interest in the Contracts and other Transferred Assets, then it is intended that:

(i) This Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York Uniform Commercial Code and the Uniform Commercial Code of any other applicable jurisdiction;

(ii) The conveyance provided for in Section 2.1 shall be deemed to be a grant by the Seller, and the Seller hereby grants, to the Issuer of a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Contracts and other Transferred Assets, to secure such indebtedness and the performance of the obligations of the Seller hereunder;

(iii) The possession by the Issuer, or the Servicer as the Issuer’s agent, of the Contract Files and any other property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by the purchaser or a person designated by such purchaser, for purposes of perfecting the security interest pursuant to the New York Uniform Commercial Code and the Uniform Commercial Code of any other applicable jurisdiction; and

(iv) Notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Issuer for the purpose of perfecting such security interest under applicable law.

SECTION 10.5 Notices, Etc. All demands, notices and communications hereunder shall be in writing and shall be delivered or mailed by registered or certified first-class United States mail, postage prepaid, hand delivery, prepaid courier service, or by facsimile, and addressed in each case as set forth on Schedule II or at such other address as shall be designated in a written notice to the other parties hereto. Any notice required or permitted to be mailed to a Noteholder shall be given by first class mail, postage prepaid, at the address of such Noteholder as shown in the Note Register. Delivery shall occur only upon receipt or reported tender of such communication by an officer of the recipient entitled to receive such notices located at the address of such recipient for notices hereunder; provided, however, that any notice to a Noteholder mailed within the time prescribed in this Agreement shall be conclusively presumed to have been duly given, whether or not the Noteholder shall receive such notice.

SECTION 10.6 Choice of Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW BUT EXCLUDING TO THE MAXIMUM EXTENT PERMITTED BY LAW ALL OTHER RULES THEREOF RELATING TO CONFLICTS OF LAW AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

SECTION 10.7 Headings. The section headings hereof have been inserted for convenience of reference only and shall not be construed to affect the meaning, construction or effect of this Agreement.

SECTION 10.8 Counterparts. This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all of such counterparts shall together constitute but one and the same instrument.

SECTION 10.9 Waivers. No failure or delay on the part of the Servicer, the Seller[, the Insurer], the Issuer or the Indenture Trustee in exercising any power or right hereunder (to the extent such Person has any power or right hereunder) shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on any party hereto in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any party hereto under this Agreement shall, except as may otherwise be stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval under this Agreement shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.

SECTION 10.10 Entire Agreement. The Transaction Documents contain a final and complete integration of all prior expressions by the parties hereto with respect to the subject matter thereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter thereof, superseding all prior oral or written understandings. There are no unwritten agreements among the parties.

SECTION 10.11 Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement.

SECTION 10.12 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms, and shall remain in full force and effect until such time as the parties hereto shall agree.

SECTION 10.13 Acknowledgment and Agreement. By execution below, the Seller expressly acknowledges and consents to the pledge, assignment and grant of a security interest in the Contracts and the other Transferred Assets by the Issuer to the Indenture Trustee on behalf of the Indenture Secured Parties pursuant to the Indenture for the benefit of the Indenture Secured Parties. In addition, the Seller hereby acknowledges and agrees that for so long as the Notes are outstanding, the Indenture Trustee will have the right to exercise all powers, privileges and claims of the Issuer under this Agreement.

SECTION 10.14 Cumulative Remedies. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

SECTION 10.15 Nonpetition Covenant. Each party hereto agrees that, prior to the date which is one year and one day after payment in full of all obligations of each Bankruptcy Remote Party in respect of all securities issued by any Bankruptcy Remote Party (i) such party shall not authorize any Bankruptcy Remote Party to commence a voluntary winding-up or other voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to such Bankruptcy Remote Party or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect in any jurisdiction or seeking the appointment of an administrator, a trustee, receiver, liquidator, custodian or other similar official with respect to such Bankruptcy Remote Party or any substantial part of its property or to consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against such Bankruptcy Remote Party, or to make a

general assignment for the benefit of, its creditors generally, any party hereto or any other creditor of such Bankruptcy Remote Party, and (ii) none of the parties hereto shall commence or join with any other Person in commencing any proceeding against such Bankruptcy Remote Party under any bankruptcy, reorganization, liquidation or insolvency law or statute now or hereafter in effect in any jurisdiction. This Section shall survive the termination of this Agreement.

SECTION 10.16 Submission to Jurisdiction; Waiver of Jury Trial. Each of the parties hereto hereby irrevocably and unconditionally:

(a) submits for itself and its property in any legal action or proceeding relating to this Agreement or any documents executed and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York and appellate courts from any thereof;

(b) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;

(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 10.5 of this Agreement;

(d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to ▇▇▇ in any other jurisdiction; and

(e) to the extent permitted by applicable law, each party hereto irrevocably waives all right of trial by jury in any action, proceeding or counterclaim based on, or arising out of, under or in connection with this Agreement, any other Transaction Document, or any matter arising hereunder or thereunder.

SECTION 10.17 Limitation of Liability. Neither the Indenture Trustee 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 Indenture Trustee shall be liable for its negligence, bad faith or willful misconduct; nor shall the Indenture Trustee be responsible for the validity, effectiveness, value, sufficiency or enforceability against the Issuer of this Agreement or any of the Trust Estate (or any part thereof). Notwithstanding any term or provision of this Agreement, the Indenture Trustee shall incur no liability to the Issuer for any action taken or omitted by the Indenture Trustee in connection with the Trust Estate, except for the negligence, bad faith or willful misconduct on the part of the Indenture Trustee, and, further, shall incur no liability to the Issuer except for negligence, bad faith or willful misconduct in carrying out its duties to the Issuer. The Indenture Trustee 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 Indenture Trustee to be genuine and to have been duly executed by the appropriate signatory, and (absent actual knowledge of a Responsible Officer of the Indenture Trustee to the contrary) the Indenture Trustee shall not be required to make any independent investigation with respect thereto. The Indenture Trustee 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 other Transaction Documents. The Indenture Trustee may consult with independent 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 written advice of such counsel.

SECTION 10.18 Third-Party Beneficiaries. This Agreement shall inure to the benefit of and be binding upon the parties hereto, the Noteholders and the Residual Interestholders and their respective successors and permitted assigns and [each of] the Owner Trustee [and the Insurer] shall be an express third party beneficiary [beneficiaries] hereof and may enforce the provisions hereof as if it were a party hereto. Except as otherwise provided in this Section, no other Person will have any right hereunder.

SECTION 10.19 [Limitation of Rights. All of the rights of the Insurer in, to and under this Agreement (including, but not limited to, all of the Insurer’s rights as a third party beneficiary of this Agreement and all of the Insurer’s rights to receive notice of any action hereunder and to give or withhold consent to any action hereunder) shall terminate upon the termination of the Insurance Agreement in accordance with the terms thereof and the payment in full of all amounts owing to the Insurer.]

SECTION 10.20 Information Requests. The parties hereto shall provide any information available and deliverable without undue expense as requested by the Servicer, the Issuer, the Seller or any of their Affiliates, in order to comply with or obtain more favorable treatment under any current or future law, rule, regulation, accounting rule or principle.

SECTION 10.21 Regulation AB. The Seller and the Servicer acknowledge and agree that the purpose of this Section 10.21 is to facilitate compliance by the Seller with the provisions of Regulation AB and related rules and regulations of the Commission. The Seller shall not 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 under the Securities Act and the Exchange Act. The Servicer acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with requests made by the Seller in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. The Servicer shall cooperate fully with the Seller and the Issuer to deliver to the Seller and the Issuer (including any of its assignees or designees) any and all statements, reports, certifications, records and any other information necessary in the good faith determination of the Seller or the Issuer to permit the Seller to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer and the Contracts, or the servicing of the Contracts, reasonably believed by the Servicer to be necessary in order to effect such compliance.

SECTION 10.22 Information to Be Provided by the Indenture Trustee.

(a) For so long as the Issuer is required to report under the Exchange Act, the Indenture Trustee shall (i) on or before the fifth Business Day of each month, provide to the Seller, in writing, such information regarding the Indenture Trustee as is requested by the Seller for the purpose of compliance with Item 1117 of Regulation AB; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to Seller, and (ii) as promptly as practicable following notice to or discovery by a Responsible Officer of the Indenture Trustee of any changes to such information, provide to the Seller, in writing, such updated information.

(b) As soon as available but no later than March 15 of each calendar year for so long as the Issuer is required to report under the Exchange Act, commencing in 20[ ], the Indenture Trustee shall:

(i) deliver to the Seller a report regarding the Indenture Trustee’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under paragraph (b) of Rule 13a-18, Rule 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be signed by an authorized officer of the Indenture Trustee, and shall address each of the Servicing Criteria specified in Exhibit F or such criteria as mutually agreed upon by the Seller and the Indenture Trustee;

(ii) deliver to the Seller a report of a registered public accounting firm reasonably acceptable to the Transferor that attests to, and reports on, the assessment of compliance made by the Indenture Trustee and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; and

(iii) deliver to the Seller and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) on behalf of the Issuer or the Seller a certification substantially in the form attached hereto as Exhibit G or such form as mutually agreed upon by the Seller and the Indenture Trustee.

(iv) [ ] acknowledges, in its capacity as Backup Servicer and Indenture Trustee under this Agreement and in its capacity as Indenture Trustee under the Transaction Documents, that to the extent it is deemed to be participating in the servicing function pursuant to Item 1122 of Regulation AB, it will take any action reasonably requested by the Servicer to ensure compliance with the requirements of Sections 10.22(b)(i) and 10.22(b)(ii) hereof and with Item 1122 of Regulation AB;

The Indenture Trustee acknowledges that the parties identified in clause (b)(iii) above may rely on the certification provided by the Indenture Trustee pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission.

[SIGNATURES FOLLOW]

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


	Drive Auto Receivables LLC, as Seller
	By:
	Name:
	Title: