ACKNOWLEDGMENT AND WAIVER

                         (Duck Auto Owner Trust 2002-B)



                                                            November 13, 2002



Duck Auto Owner Trust 2002-B, as Issuer
Wilmington Trust Company
1100 North Market Street
Wilmington, Delaware 19890-0001
Telecopy: 302-636-4144

Wells Fargo Bank Minnesota, National Association, as Indenture Trustee
Sixth Street and Marquette Avenue
MAC N9311-161
Minneapolis, Minnesota 55479
Attention:  Corporate Trust Servicer, Asset Backed Administration
Telecopy: 612-667-3464

Standard & Poor's Corporation
Attn:  Asset Backed Surveillance Department
55 Water Street
New York, New York  10041

Moody's Investors Service, Inc.
Attn:  ABS Monitoring Department
99 Church Street
New York, New York  10007





     THIS  ACKNOWLEDGMENT  AND  WAIVER  (Duck  Auto  Owner  Trust  2002-B)  (the
"Acknowledgment and Waiver") is made as of November 13, 2002, 2002 by XL Capital
Assurance Inc. (the "Insurer").

     WHEREAS,  Duck Auto Owner  Trust  2002-B,  as Issuer  (the  "Trust"),  Ugly
Duckling  Receivables  Corp.  V, as  Seller  (the  "Seller"),  DriveTime  Credit
Corporation,   f/k/a  Ugly  Duckling  Credit   Corporation,   as  Servicer  (the
"Servicer") and Wells Fargo Bank Minnesota,  National Association,  as Indenture
Trustee (the "Indenture Trustee") and Wells Fargo Financial Servicing Solutions,
LLC, as Standby Servicer (the "Standby Servicer") have entered into that certain
Sale and  Servicing  Agreement  dated as of  August  15,  2002  (the  "Sale  and
Servicing Agreement");
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     WHEREAS,  the Insurer,  the Trust,  DriveTime  Car Sales,  Inc.  f/k/a Ugly
Duckling Car Sales,  Inc.,  Drivetime Finance  Corporation,  f/k/a Ugly Duckling
Finance  Corporation,  the  Servicer,  the  Seller,  Wilmington  Trust  Company,
DriveTime Automotive Group, f/k/a Ugly Duckling Corporation ("DTAG"),  DriveTime
Sales and  Finance  Corporation,  f/k/a  Ugly  Duckling  Car  Sales and  Finance
Corporation, the Indenture Trustee and the Standby Servicer have entered into an
Insurance and Indemnity  Agreement  dated as of August 15, 2002 (the  "Insurance
Agreement")

     WHEREAS, the Trust and the Indenture Trustee have entered into an Indenture
dated as of August 15, 2002 (the "Indenture");

     WHEREAS, a Termination Event as defined in Section 7.1(xii) of the Sale and
Servicing  Agreement has occurred,  which occurrence has resulted in an Event of
Default  under  the  Indenture  and  the  Insurance  Agreement  and  a  Servicer
Termination Event under the Sale and Servicing Agreement;

     WHEREAS,  for the  remainder of the  transaction,  DTAG has agreed that the
Monthly Debt Ratio and Total Debt Ratio of DTAG and its  Subsidiaries  shall not
exceed   4.8:1  and  5.8:1,   respectively   (together,   the  "New  Debt  Ratio
Requirements") and

     WHEREAS,  the Insurer, in its capacity as Controlling Party and pursuant to
Section 7.5 of the Sale and Servicing Agreement, has agreed that so long as DTAG
and its  Subsidiaries  do not breach the New Debt Ratio  Requirements,  it shall
waive  any  failure  to comply  with the Sale and  Servicing  Agreement  Section
7.1(xii) requirement that the Monthly Debt Ratio of DTAG and its Subsidiaries be
no greater than 4.1:1 and the Total Debt Ratio of DTAG and its  Subsidiaries  be
no greater than 5.0:1;  NOW THEREFORE,  so long as DTAG and its  Subsidiaries do
not breach the New Debt Ratio  Requirements,  the  Insurer,  in its  capacity as
Controlling  Party,  hereby  waives (i) the  aforementioned  Sale and  Servicing
Agreement  Section  7.1(xii)  Termination  Event and (ii) the  related  Sale and
Servicing Agreement Section 7.1(xx) Termination Event and the resulting Event of
Default and  Servicer  Termination  Event  under each of the Sale and  Servicing
Agreement,  the Insurance  Agreement,  including Section 5.1(d) thereof, and the
Indenture, including Section 5.1(f) thereof;

     This  Acknowledgment and Waiver shall be effective only with respect to the
matters expressly provided herein. This Acknowledgement and Waiver shall not (x)
constitute  or be  construed  as a waiver of or consent to, or a  commitment  to
waive or consent to, any other term or provisions  of the Related  Documents now
in existence or, except as provided herein, which occur after the date hereof or
(y) prejudice any right or remedies which the parties hereto may now have or may
have in the future under or in connection with the Sale and Servicing Agreement,
the  Indenture or the  Insurance  Agreement.  Except as  specifically  set forth
herein,  nothing  herein shall  constitute an amendment or  modification  of any

<PAGE>

term, provision or condition of the Sale and Servicing Agreement,  the Indenture
or the  Insurance  Agreement  and the  terms  and  provisions  of the  Sale  and
Servicing  Agreement,  the Indenture or the Insurance  Agreement shall remain in
full force and effect.

     Capitalized  terms used herein and not  otherwise  defined  herein have the
meanings  ascribed  to such  terms in the Sale and  Servicing  Agreement  or the
Indenture, as applicable.

     IN WITNESS  WHEREOF,  the  Insurer has duly  executed  and  delivered  this
Acknowledgment and Waiver as of the day and year first above written.


                                   XL CAPITAL ASSURANCE INC., as Insurer


                                   By:   _____________________________________
                                   Name:
                                   Title: