Execution Version 

BA0.225477 

CREDIT AGREEMENT 

between 

THE BORROWER LISTED ON EXHIBIT A 

as Borrower 

and 

UNITED STATES DEPARTMENT OF THE TREASURY, 

as Lender 

Dated as of April 7, 2009 
CONTENTS

Page

Article 1 Definitions...................................................................................................... 1

Section 1.01 Defined Terms .................................................................................... 1 

Section 1.02 Other Definitional Provisions ............................................................. 9 

Article 2 Amount and Terms of Commitments ....................................................... 10

Section 2.01 Commitments.................................................................................... 10 

Section 2.02 Requests for Loans............................................................................ 10 

Section 2.03 Funding of Loans .............................................................................. 10 

Section 2.04 Repayment of Loans; Termination of Agreement ............................ 10 

Section 2.05 Interest Rates and Payment Dates..................................................... 11 

Section 2.06 Computation of Interest .................................................................... 12 

Section 2.07 Promissory Notes.............................................................................. 12 

Section 2.08 Collateral Account ............................................................................ 13 

Article 3 Payments...................................................................................................... 13

Article 4 Representations and Warranties............................................................... 13

Section 4.01 Representations and Warranties of the Borrower ............................. 13 

Section 4.02 Representations and Warranties of the Lender ................................. 16 

Article 5 Conditions Precedent.................................................................................. 17

Section 5.01 Conditions to Closing Date............................................................... 17 

Section 5.02 Conditions to Each Extension of Loans............................................ 18 

Section 5.03 Condition to Extension of First Loan................................................ 19 

Article 6 Affirmative Covenants............................................................................... 19

Section 6.01 Financial Statements ......................................................................... 19 

Section 6.02 Other Information ............................................................................. 20 

Section 6.03 Payment of Obligations..................................................................... 20 

Section 6.04 Maintenance of Existence; Compliance............................................ 20 

Section 6.05 Inspection of Property; Books and Records; Discussions ................ 21 

Section 6.06 Notices .............................................................................................. 21 

Section 6.07 Deposits in Collateral Account; Proceeds......................................... 22 

Section 6.08 Third Party Contracts........................................................................ 22 

Section 6.09 Use of Proceeds of Loans ................................................................. 22 

Section 6.10 ERISA............................................................................................... 23 

Section 6.11 Investment Company ........................................................................ 23 

Section 6.12 Further Assurances............................................................................ 23 

Article 7 Negative Covenants..................................................................................... 23

Section 7.01 Indebtedness...................................................................................... 23 
ii

Section 7.02 Liens.................................................................................................. 23 

Section 7.03 Fundamental Changes....................................................................... 23 

Section 7.04 Disposition of Property..................................................................... 23 

Section 7.05 Restricted Payments.......................................................................... 24 

Section 7.06 Investments ....................................................................................... 24 

Section 7.07 Limitations on Payments and Expenditures...................................... 24 

Section 7.08 Amendments to Transaction Documents or Supplier Agreements... 24 

Section 7.09 Limitations on Activities................................................................... 24 

Section 7.10 ERISA............................................................................................... 24 

Section 7.11 Accounts ........................................................................................... 24 

Section 7.12 Formation of Subsidiaries................................................................. 24 

Section 7.13 Change of Fiscal Year....................................................................... 25 

Section 7.14 Limitation on Negative Pledge Clauses............................................ 25 

Article 8 Events of Default......................................................................................... 25

Section 8.01 Default............................................................................................... 25 

Section 8.02 Events of Default .............................................................................. 27 

Article 9 Miscellaneous............................................................................................... 28

Section 9.01 Amendments and Waivers ................................................................ 28 

Section 9.02 Notices .............................................................................................. 28 

Section 9.03 No Waiver; Cumulative Remedies ................................................... 28 

Section 9.04 Survival of Representations and Warranties..................................... 29 

Section 9.05 Payment of Expenses and Taxes....................................................... 29 

Section 9.06 Successors and Assigns; Assignments.............................................. 30 

Section 9.07 Counterparts...................................................................................... 31 

Section 9.08 Severability ....................................................................................... 31 

Section 9.09 Integration......................................................................................... 31 

Section 9.10 GOVERNING LAW......................................................................... 31 

Section 9.11 Submission to Jurisdiction; Waivers................................................. 31 

Section 9.12 Acknowledgements........................................................................... 32 

Section 9.13 Confidentiality .................................................................................. 32 

Section 9.14 WAIVERS OF JURY TRIAL .......................................................... 33 

Section 9.15 Limited Recourse.............................................................................. 33 

Section 9.16 Certain Tax Matters .......................................................................... 33 

Section 9.17 Additional Inspection Rights ............................................................ 34 

Section 9.18 Authority for Commitment ............................................................... 34 

EXHIBITS: 

A Supplement to Credit Agreement 

B Form of Borrowing Request 

C Form of Security Agreement 

D Form of Closing Certificate 

E Form of Pledge Agreement 

F Form of Supplier Purchase Agreement 
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G Form of Paying Services Agreement 

H-1 Form of Promissory Note evidencing Loans 

H-2 Form of Promissory Note evidencing Contingent Interest 

I Program Terms 

J Intentionally reserved

K Intentionally reserved

L Form of Servicing Agreement 
CREDIT AGREEMENT 

CREDIT AGREEMENT (this “Agreement”), dated as of April 7, 2009, between the 

Borrower set forth on Exhibit A (the “Borrower”), and the UNITED STATES 

DEPARTMENT OF THE TREASURY (the “Lender”). 

The parties hereto hereby agree as follows: 

Article 1 DEFINITIONS.

Section 1.01 Defined Terms. 

 The terms defined in Section 1 of Exhibit A, as used in this Agreement, have the 

respective meanings provided for therein. As used in this Agreement, the terms listed in 

this Article 1 shall have the respective meanings set forth in this Article 1. 

“Account Control Agreement”: as defined in the Security Agreement. 

“Affiliate”: as defined in the Program Terms. 

“Agreement”: as defined in the preamble hereto. 

“Availability Period”: the period from and including the Closing Date to, but 

excluding, the earliest of (i) the Maturity Date or (ii) the date of termination of the 

Commitment pursuant to Article 8; provided that the Lender may extend the Availability 

Period from time to time. 

“Base Commitment Ceiling”: as defined in Exhibit A. 

“Borrower”: as defined in the preamble hereto. 

“Borrowing Request”: a written request by the Borrower for a Loan, 

substantially in the form of Exhibit B. 

“Business Day”: as defined in the Program Terms. 

“Capital Stock”: any and all shares, interests, participations or other equivalents 

(however designated) of capital stock of a corporation, any and all equivalent ownership 

interests in a Person (other than a corporation) and any and all warrants, rights or options 

to purchase any of the foregoing. 

“Citi”: Citibank, N.A., a national banking association. 

“Closing Date”: the date on which the conditions precedent set forth in Section 

5.01 shall have been satisfied (or waived in accordance with Section 9.01). 

“Code”: the Internal Revenue Code of 1986, as amended from time to time. 
2

“Collateral”: means, collectively, the Collateral (as defined in the Security 

Agreement) and the Pledged Collateral (as defined in the Pledge Agreement). 

“Collateral Account”: as defined in the Security Agreement. 

“Collateral Agent”: interchangeably and collectively as the context requires, (a) 

Citi, in its capacity as “Collateral Agent” under the Security Agreement, or any successor 

in such capacity and (b) Citi, in its capacity as “Collateral Agent” under the Pledge 

Agreement, or any successor in such capacity. 

“Collections”: all amounts received with respect to the Purchased Receivables, 

including scheduled payments (whether received in whole or in part, whether related to a 

current, future or prior Due Date, whether paid voluntarily by the OEM or received in 

connection with the realization of the amounts due under any Purchased Receivable), all 

partial payments, all full prepayments and all recoveries. 

“Commitment”: as of any date during the Availability Period, the obligation of 

the Lender to make Loans to the Borrower in an aggregate principal amount not to 

exceed the lesser of (a) the Commitment Ceiling in effect as of such date and (b) an 

amount equal to the aggregate amount of cash capital contributions made by the OEM to 

the Borrower and deposited in the Collateral Account (for use in accordance with the 

Security Agreement) on or before such date multiplied by twenty (20). 

“Commitment Ceiling”: the Initial Commitment Ceiling, provided, however that 

if, as of the Commitment Ceiling Reset Date, the aggregate principal amount of Loans 

made prior to the Commitment Ceiling Reset Date is less than or equal to the Base 

Commitment Ceiling, then: 

 (a) the Commitment Ceiling shall be equal to the Base Commitment 

Ceiling for a period of five (5) Business Days following the Commitment Ceiling Reset 

Date; and 

 (b) prior to 5:00 p.m. (Washington, D.C. time) on the fifth (5th) 

Business Day after the Commitment Ceiling Reset Date, Lender may, by written notice 

to the Borrower (with a copy to the Servicer), make the Commitment Ceiling equal to the 

Base Commitment Ceiling for the remainder of the Availability Period (but if Lender 

fails to give such notice by such time, the Commitment Ceiling shall be equal to the 

Initial Commitment Ceiling beginning on the sixth (6th) Business Day following the 

Commitment Ceiling Reset Date for the remainder of the Availability Period). 

“Commitment Ceiling Reset Date”: June 30, 2009. 

“Contingent Interest”: as defined in the Security Agreement. 

“Contractual Obligation”: as to any Person, any provision of any security 

issued by such Person or of any agreement, instrument or other undertaking to which 

such Person is a party or by which it or any of its property is bound. 
3

“Costs and Expenses”: as defined in the Security Agreement. 

“Default”: as defined in Section 8.01. 

“Disposition”: with respect to any property, any sale, lease, sale and leaseback, 

assignment, conveyance, transfer or other disposition thereof. The terms “Dispose” and 

“Disposed of” shall have correlative meanings. 

“Dollars” and “$”: dollars in lawful currency of the United States. 

“Due Date”: as defined in the Program Terms. 

“EESA”: as defined in the Program Terms. 

“Eligible Receivable”: as defined in the Program Terms. 

“Eligible Supplier”: as defined in the Program Terms. 

“ERISA”: the Employee Retirement Income Security Act of 1974, as amended 

from time to time. 

“Event of Default”: as defined in Section 8.02. 

“GAAP”: generally accepted accounting principles in the United States as in 

effect from time to time. 

“Governmental Authority”: as defined in the Program Terms. 

“Guarantee Obligation”: as to any Person (the “guaranteeing person”), any 

obligation, including a reimbursement, counterindemnity or similar obligation, of the 

guaranteeing person that guarantees or in effect guarantees, or which is given to induce 

the creation of a separate obligation by another Person (including any bank under any 

letter of credit) that guarantees or in effect guarantees, any Indebtedness, leases, 

dividends or other obligations (the “primary obligations”) of any other third Person (the 

“primary obligor”) in any manner, whether directly or indirectly, including any 

obligation of the guaranteeing person, whether or not contingent, (i) to purchase any such 

primary obligation or any property constituting direct or indirect security therefor, (ii) to 

advance or supply funds (1) for the purchase or payment of any such primary obligation 

or (2) to maintain working capital or equity capital of the primary obligor or otherwise to 

maintain the net worth or solvency of the primary obligor, (iii) to purchase property, 

securities or services primarily for the purpose of assuring the owner of any such primary 

obligation of the ability of the primary obligor to make payment of such primary 

obligation or (iv) otherwise to assure or hold harmless the owner of any such primary 

obligation against loss in respect thereof; provided that the term “Guarantee Obligation” 

shall not include endorsements of instruments for deposit or collection in the ordinary 

course of business. The amount of any Guarantee Obligation of any guaranteeing person 

shall be deemed to be the lower of (a) an amount equal to the stated or determinable 

amount of the primary obligation in respect of which such Guarantee Obligation is made 
4

and (b) the maximum amount for which such guaranteeing person may be liable pursuant 

to the terms of the instrument embodying such Guarantee Obligation, unless such 

primary obligation and the maximum amount for which such guaranteeing person may be 

liable are not stated or determinable, in which case the amount of such Guarantee 

Obligation shall be such guaranteeing person’s maximum reasonably anticipated liability 

in respect thereof as determined by the Borrower in good faith. 

“Indebtedness”: of any Person at any date, without duplication, (a) all 

indebtedness of such Person for borrowed money, (b) all obligations of such Person for 

the deferred purchase price of property or services (other than current trade payables 

incurred in the ordinary course of such Person’s business), (c) all obligations of such 

Person evidenced by notes, bonds, debentures or other similar instruments, (d) all 

indebtedness created or arising under any conditional sale or other title retention 

agreement with respect to property acquired by such Person (even though the rights and 

remedies of the seller or lender under such agreement in the event of default are limited 

to repossession or sale of such property), (e) all capital lease obligations of such Person, 

(f) all obligations of such Person, contingent or otherwise, as an account party or 

applicant under or in respect of acceptances, letters of credit, surety bonds or similar 

arrangements, (g) the liquidation value of all redeemable preferred Capital Stock of such 

Person, (h) all Guarantee Obligations of such Person in respect of obligations of the kind 

referred to in clauses (a) through (g) above and (i) all obligations of the kind referred to 

in clauses (a) through (h) above secured by (or for which the holder of such obligation 

has an existing right, contingent or otherwise, to be secured by) any Lien on property 

(including accounts and contract rights) owned by such Person, whether or not such 

Person has assumed or become liable for the payment of such obligation. The 

Indebtedness of any Person shall include the Indebtedness of any other entity (including 

any partnership in which such Person is a general partner) to the extent such Person is 

liable therefor as a result of such Person’s ownership interest in or other relationship with 

such entity, except to the extent the terms of such Indebtedness expressly provide that 

such Person is not liable therefor. 

“Indemnified Liabilities”: as defined in Section 9.05. 

“Indemnitee”: as defined in Section 9.05. 

“Ineligible Person”: as defined in the Program Terms. 

“Ineligible Supplier”: as defined in the Program Terms: 

“Initial Capital Contribution Amount”: as defined in Exhibit A. 

“Initial Commitment Ceiling”: as defined in Exhibit A. 

“Interest Period”: as defined in the definition of “LIBOR”. 

“Investments”: for any Person, (a) Capital Stock, bonds, notes, debentures or 

other securities of any other Person or any agreement to acquire any Capital Stock, bonds, 

notes, debentures or other securities of any other Person (including any “short sale” or 
5

any sale of any securities at a time when such securities are not owned by the Person 

entering into such sale); or (b) deposits, advances, loans, capital contributions or other 

extensions of credit (by way of guaranty or otherwise) made to any other Person 

(including purchases of property from another Person subject to an understanding or 

agreement, contingent or otherwise, to resell such property to such Person). 

“LIBOR” means, for any period from and including (i) the Closing Date (until 

the first Payment Determination Date has occurred) or (ii) the day immediately following 

the last Payment Determination Date (following the occurrence of the first Payment 

Determination Date) to and including the next Payment Determination Date (each such 

period, an “Interest Period”), the rate per annum for three-month deposits in Dollars 

which appears on the Bloomberg Screen BTMM Page under the heading “LIBOR FIX 

BBAM” as of 11:00 a.m., London time, on the second Business Day preceding the first 

day of such Interest Period; provided, that if such rate does not appear on the Bloomberg 

Screen BTMM Page, “LIBOR” shall be the interest rate per annum determined by the 

Lender (on the basis of quotes from two or more major international banks) to be 

representative of the rates per annum at which three-month deposits in Dollars are offered 

by major international banks to other major international banks in the London interbank 

market as of the second Business Day preceding the first day of such Interest Period, and 

notified to the Borrower and the Lender two Business Days prior to the first day of such 

Interest Period. 

“Lien”: any mortgage, pledge, hypothecation, assignment, deposit arrangement, 

encumbrance, lien (statutory or other), charge or other security interest or any preference, 

priority or other security agreement or preferential arrangement for security of any kind 

or nature whatsoever (including any conditional sale or other title retention agreement 

and any capital lease having substantially the same economic effect as any of the 

foregoing). 

“LLC Agreement”: as defined in Exhibit A. 

“Loan”: as defined in Section 2.01. 

“Loan Documents”: this Agreement, the Security Documents, the Promissory 

Notes and any amendment, waiver, supplement or other modification to any of the 

foregoing. 

“Material Adverse Effect”: a material adverse effect on the Borrower and its 

assets taken as a whole or upon the rights and remedies of the Lender under the 

Transaction Documents. 

“Maturity Date”: the first anniversary of the Closing Date; provided, that the 

date by which final repayment of the Loans must occur may be extended by the Lender in 

accordance with the proviso to Section 2.04(a). 

“Maximum Amount” means, at any time, an amount equal to the Commitment in 

effect at such time less the sum of (i) the Purchase Exposure at such time plus (ii) the 

aggregate principal amount of Loans made prior to such time. 
6

“Obligations”: collectively, (i) the unpaid principal of and interest (including 

Contingent Interest, interest accruing after the maturity of the Loans and interest accruing 

after the filing of any petition in bankruptcy, or the commencement of any insolvency, 

reorganization or like proceeding, relating to the Borrower, whether or not a claim for 

post-filing or Post-Petition Amount is allowed in such proceeding) on the Loans and (ii) 

all other obligations and liabilities of the Borrower to the Lender, whether direct or 

indirect, absolute or contingent, due or to become due, or now existing or hereafter 

incurred, which may arise under, out of, or in connection with, this Agreement, any other 

Transaction Document or any other document made, delivered or given in connection 

herewith or therewith, whether on account of principal, interest, fees, indemnities, costs, 

expenses (including all fees, charges and disbursements of counsel to the Lender) that are 

required to be paid by the Borrower pursuant hereto or pursuant to the other Transaction 

Documents or otherwise. 

“OEM”: as defined in the Program Terms. 

“OEM Loan Agreement”: that certain Loan and Security Agreement by and 

between the OEM and the Lender dated as of December 31, 2008 (as amended, modified, 

supplemented or replaced from time to time). 

“Pay at Maturity Receivable”: as defined in the Program Terms. 

“Paying Agent”: Citi, in its capacity as the OEM’s paying agent under the 

Paying Services Agreement, or any successor in such capacity. 

“Paying Services Agreement”: as defined in the Program Terms. 

“Payment Calculation Report”: as defined in the Security Agreement. 

“Payment Date”: the third Business Day immediately following a Payment 

Determination Date, or such other day as may be specified by the Lender or its designee, 

pursuant to a Proper Instruction. 

“Payment Determination Date”: the first day of each month. 

“Payment Notification”: as defined in the Program Terms. 

“PBGC”: the Pension Benefit Guaranty Corporation established pursuant to 

Subtitle A of Title IV of ERISA (or any successor). 

“Pending Immediate Pay Receivable”: an Immediate Pay Receivable (as 

defined in the Program Terms) with respect to which (i) the purchase offer therefor was 

accepted by Borrower under the applicable Supplier Agreement prior to the occurrence of 

a Default or an Event of Default and (ii) the corresponding Purchase Price is not yet due 

as of the date of such Default or Event of Default. 

“Permitted Liens”: (i) customary rights of setoff and similar Liens in favor of 

depositary institutions, securities intermediaries and securities brokers; 
7

 (ii) Liens imposed by law for Taxes that are not yet due or that are 

being contested in good faith by appropriate proceedings; 

 (iii) carriers', warehousemen's, mechanics', materialmen's, repairmen's 

or other like Liens arising in the ordinary course of business, payment for which is not 

yet due or which are being actively contested in good faith and by appropriate, lawful 

proceedings, but only if such liens are and remain junior to liens granted in favor of 

Lender; 

 (iv) pledges or deposits in connection with worker's compensation, 

unemployment insurance and other social security legislation; 

 (v) deposits to secure statutory obligations and surety and appeal 

bonds and other obligations of a like nature arising by statute; and 

 (vi) Liens created under the Security Documents and other Liens 

granted by the Borrower at the written instruction of the Lender. 

“Person”: as defined in the Program Terms. 

“Pledge Agreement”: the Pledge Agreement to be entered into by the OEM, the 

Servicer, the Collateral Agent and the Lender, substantially in the form of Exhibit E. 

“Post-Petition Amount” means any interest or amount that accrues after the 

commencement of any case, proceeding or other action relating to the bankruptcy, 

insolvency or reorganization of the Borrower (or that would accrue but for the operation 

of applicable bankruptcy or insolvency laws), whether or not such interest or amount is 

allowed or allowable as a claim in any such proceeding. 

 “Proceeds”: as defined in the Security Agreement. 

“Program”: as defined in the Program Terms. 

“Program Terms”: the terms and conditions set forth on Exhibit I. 

“Promissory Note”: as defined in Section 2.07 hereof. 

“Proper Instruction”: as defined in the Security Agreement. 

“Purchase Exposure” means, at any given time, the aggregate Purchase Price for 

Purchased Receivables with respect to which any Eligible Supplier has not yet been paid 

the Purchase Price therefor.

“Purchase Price”: as defined in the Program Terms. 

“Purchased Receivables”: as defined in the Program Terms. 

“Quarter”: with respect to any year, each of the following: (a) the period from 

January 1 to March 31, inclusive; (b) the period from April 1 to June 30, inclusive; (c) the 
8

period from July 1 to September 30, inclusive; and (d) the period from October 1 to 

December 31, inclusive. 

 “Regulation U”: Regulation U of the Board of Governors of the Federal Reserve 

System as in effect from time to time. 

“Related Parties”: with respect to any specified Person, such Person’s Affiliates 

and the respective directors, officers, employees, agents, advisors, and controlling 

persons of such Person and such Person’s Affiliates. 

“Representatives”: as defined in Section 9.13. 

“Requirement of Law”: as to any Person, the organizational or governing 

documents of such Person (including, with respect to the Borrower, the LLC Agreement), 

and any law, treaty, rule or regulation or determination of an arbitrator or a court or other 

Governmental Authority, in each case applicable to or binding upon such Person or any 

of its property or to which such Person or any of its property is subject. 

“Responsible Officer”: (i) as defined in the Security Agreement with respect to 

the Borrower and the Lender, and (ii) as defined in the Pledge Agreement with respect to 

the OEM. 

“Secured Parties”: as defined in the Security Agreement 

“Security Agreement”: the Security Agreement to be entered into by the 

Borrower, the Servicer, the Collateral Agent and the Lender, substantially in the form of 

Exhibit C. 

“Security Documents”: the collective reference to the Security Agreement, the 

Pledge Agreement, the Account Control Agreement and all other security documents (i) 

hereafter delivered to the Collateral Agent granting a Lien on any property to secure the 

Obligations, and (ii) in form and substance satisfactory to Lender. 

“Servicer”: Citi, in its capacity as “Servicer” under the Servicing Agreement, or 

any successor in such capacity. 

“Servicing Agreement”: the Servicing Agreement to be entered into by the 

Borrower and the Servicer, substantially in the form of Exhibit L.“Subsidiary”: as to 

any Person, a corporation, partnership, limited liability company or other entity of which 

shares of stock or other ownership interests having ordinary voting power (other than 

stock or such other ownership interests having such power only by reason of the 

happening of a contingency) to elect a majority of the board of directors or other 

managers of such corporation, partnership or other entity that are at the time owned, or 

the management of which is otherwise controlled, directly or indirectly through one or 

more intermediaries, or both, by such Person. 

“Supplier Agreement”: as defined in the Program Terms. 
9

“Tax” or “Taxes”: as defined in Section 4.01(m). 

“Transaction Documents” the Loan Documents, the Servicing Agreement, the 

LLC Agreement and each other servicing and custodial agreement, in each case in effect 

from time to time with the Borrower (except in the case of the Pledge Agreement) as a 

party thereto in respect of the transactions contemplated by the foregoing documents, all 

schedules, exhibits and annexes thereto, all side letters and agreements affecting the 

terms thereof or entered into in connection therewith, all assignments and other 

instruments or documents entered into in connection with the foregoing and any 

amendment, waiver, supplement or other modification to any of the foregoing; provided, 

however, that the term “Transaction Documents” excludes all Underlying Contracts and 

Supplier Agreements. 

“UCC”: as defined in the Security Agreement.

“Underlying Contract” : as defined in the Program Terms. 

“United States”: the United States of America. 

“USA PATRIOT Act”: as defined in the Program Terms. 

“Waterfall”: as defined in the Security Agreement. 

Section 1.02 Other Definitional Provisions. 

 As used herein and in the other Loan Documents, and any certificate or other 

document made or delivered pursuant hereto or thereto, (a) accounting terms shall have 

the respective meanings given to them under GAAP, (b) the words “include”, “includes” 

and “including” shall be deemed to be followed by the phrase “without limitation”, (c) 

the word “incur” shall be construed to mean incur, create, issue, assume, become liable in 

respect of or suffer to exist (and the words “incurred” and “incurrence” shall have 

correlative meanings), (d) the words “asset” and “property” shall be construed to have the 

same meaning and effect and to refer to any and all tangible and intangible assets and 

properties, including cash, Capital Stock, securities, revenues, accounts, leasehold 

interests and contract rights, and (e) references to agreements or other Contractual 

Obligations shall, unless otherwise specified, be deemed to refer to such agreements or 

Contractual Obligations as amended, supplemented, restated or otherwise modified from 

time to time, or any successor or replacement agreement which may be entered into from 

time to time, subject in each case to any applicable limitations specified herein or therein. 

The words “hereof”, “herein” and “hereunder” and words of similar import, when used in 

this Agreement, shall refer to this Agreement as a whole and not to any particular 

provision of this Agreement, and Section, Schedule and Exhibit references are to this 

Agreement unless otherwise specified. 

The meanings given to terms defined herein shall be equally applicable to both the 

singular and plural forms of such terms. 
10

Article 2 AMOUNT AND TERMS OF COMMITMENTS. 

Section 2.01 Commitments. 

 Subject to the terms and conditions hereof, the Lender agrees to make loans (each 

such loan, a “Loan”) to the Borrower in Dollars from time to time on any Business Day 

during the Availability Period in an amount not to exceed the Maximum Amount 

(calculated as of the time immediately prior to the making of such Loan and after giving 

effect to the payment of the aggregate Purchase Price for Purchased Receivables to be 

made with the proceeds of such Loan). Each Loan shall be a term loan and once repaid 

or prepaid no amounts of any Loan may be reborrowed hereunder. The aggregate 

principal amount of each Loan shall not be less than $10,000,000 and in integral 

multiples of $10,000,000 thereafter. 

Section 2.02 Requests for Loans. 

 To request a Loan, the Borrower, or the Servicer acting on its behalf, shall notify 

the Lender of such request by telephone not later than 11:00 a.m., New York City time, 

one Business Day before the date of the proposed borrowing. Each such telephonic 

borrowing request shall be confirmed promptly in writing via delivery of a written 

Borrowing Request in accordance with the requirements of Section 9.02. Each such 

telephonic and written request for a Loan shall include the following: 

(a) the aggregate amount of such Loan; 

(b) the purpose for which such Loan is requested; 

(c) the date such Loan will be borrowed, which shall be a Business Day; and 

(d) instructions to disburse the proceeds of such Loan to the Collateral 

Account. 

Section 2.03 Funding of Loans. 

(a) The Lender shall make each Loan to be made by it hereunder on the 

proposed date thereof by wire transfer of immediately available funds in Dollars by 2:00 

p.m., New York City time, to the Collateral Account. 

(b) The Lender may maintain in accordance with its usual practice an account 

or accounts evidencing the Indebtedness of the Borrower to the Lender resulting from 

each Loan made by the Lender, including the amounts of principal and interest payable 

and paid to the Lender from time to time hereunder; provided that the failure of the 

Lender to maintain such accounts or any error therein shall not in any manner affect the 

obligation of the Borrower to repay the Loans in accordance with the terms of this 

Agreement and the Security Agreement. 

Section 2.04 Repayment of Loans; Termination of Agreement. 
11

(a) The Borrower shall repay the then-outstanding aggregate principal amount 

of the Loans, together with all accrued and unpaid interest, all Contingent Interest and 

other amounts due thereon, on the Maturity Date pursuant to the requirements of the 

Waterfall and the other applicable provisions of Section 5 of the Security Agreement; 

provided that the Lender may, at any time and from time to time and notwithstanding the 

provisions of Section 9.01, extend the date of final repayment of the Loans to any later 

date. Any such extension must be evidenced by a writing signed by the Lender. 

(b) The Loans are prepayable without premium or penalty, in whole or in part 

at any time, in accordance herewith. Any amounts prepaid shall be applied (i) first, to 

pay any Costs and Expenses and indemnity obligations owed to the Lender, (ii) second, 

to pay accrued and unpaid interest on the principal amount prepaid and (iii) third, to 

repay the outstanding principal amount of the Loans. Notwithstanding the Borrower’s 

right to prepay the Loans pursuant to this Section 2.04(b), in no event will the Lender’s 

Lien on any of the Collateral be released upon such prepayment, unless such prepayment 

constitutes full, complete and indefeasible payment, performance and satisfaction of all 

Obligations (other than obligations arising under Section 9.05). Each partial prepayment 

shall (i) be in an aggregate principal amount of at least $10,000,000 and in integral 

multiples of $10,000,000 thereafter; and (ii) be made together with all accrued and 

unpaid interest on the amount prepaid. 

(c) In connection with any prepayment, other than on a Payment Date, the 

Borrower shall indemnify the Lender and hold the Lender harmless from any actual loss 

or expense which the Lender may sustain or incur arising from (i) the re-employment of 

funds obtained by the Lender to maintain the Loans hereunder or (ii) fees payable to 

terminate the deposits from which such funds were obtained, in either case, which actual 

loss or expense shall be equal to an amount equal to the excess, as reasonably determined 

by the Lender, of (x) its cost of obtaining funds for such Loan for the period from the 

date of such payment through the next Payment Date over (y) the amount of interest 

likely to be realized by the Lender in redeploying the funds not utilized by reason of such 

payment for such period. 

(d) This Agreement shall terminate on the date upon which the Obligations 

(other than obligations arising under Sections 2.04(c) and 9.05) are fully, completely and 

indefeasibly paid and performed; provided, however, that the provisions of Sections 

2.04(c) and 9.05 shall be continuing and shall survive any termination of this Agreement. 

Section 2.05 Interest Rates and Payment Dates. 

(a) The Loans shall bear interest at a rate per annum equal to (i) the greater of 

(x) LIBOR for the related Interest Period or (y) two percent (2%) plus (ii) three and fivetenths percent (3.5%). 

(b) In lieu of warrants, the Lender shall also be entitled to Contingent Interest, 

which shall constitute a senior debt obligation of the Borrower. 
12

(c) Interest (other than Contingent Interest) shall accrue on a daily basis 

during each Interest Period on the outstanding principal amount of each Loan at the rate 

set forth in Section 2.05(a) for such Interest Period, until the outstanding principal 

amount of each Loan together with all accrued and unpaid interest (other than Contingent 

Interest) is paid in full. Interest will be payable in arrears in accordance with and subject 

to Section 5 of the Security Agreement on (i) each Payment Date, (ii) the Maturity Date 

and (iii) the date of prepayment of a Loan in whole or in part, in the amount specified in 

Section 2.04(b). 

(d) Accrued but unpaid interest on each Loan shall continue to accrue interest 

at the interest rate applicable to such Loan, and shall be compounded on a monthly basis. 

Section 2.06 Computation of Interest. 

(a) Interest (other than Contingent Interest) payable pursuant hereto shall be 

calculated by the Servicer on the basis of a 365-day year for the actual days elapsed. Any 

change in the interest rate on a Loan resulting from a change in LIBOR shall become 

effective as of the opening of business on the day on which such change becomes 

effective. The Servicer shall, in accordance with its obligations under the Servicing 

Agreement, as part of each Payment Calculation Report, notify the Borrower and the 

Lender of the amount of interest accrued on the outstanding principal amount of each 

Loan during the preceding month and remaining unpaid immediately prior to each 

Payment Date. 

(b) Each determination of the interest rate and each calculation of the amount 

of accrued interest, in each case by the Servicer pursuant to any provision of this 

Agreement, shall be conclusive and binding on the Borrower and the Lender in the 

absence of manifest error. 

(c) All payments to be made by the Borrower in respect of the Loans shall be 

made in such amounts, without set-off or counterclaim, as may be necessary in order that 

every such payment (after deduction or withholding for or on account of any present or 

future taxes, levies, imposts, duties or other charges of whatever nature imposed by the 

jurisdiction in which the Borrower is organized or any political subdivision or taxing 

authority therein or thereof) shall not, as a result of any such deductions or withholdings, 

be less than the amounts otherwise specified to be paid under this Agreement. All 

payments under the Loans will be made by the Borrower without any deduction or 

withholding for or on account of any tax unless such deduction or withholding is required 

by any applicable law, as modified by the practice of any relevant governmental revenue 

authority, then in effect. 

Section 2.07 Promissory Notes. 

 The Lender may request that Loans made by it hereunder, or the Contingent 

Interest due to it hereunder, be evidenced by a promissory note. In such event, the 

Borrower shall execute and deliver to the Lender a promissory note payable to the Lender 
13

and its registered assigns and in substantially the form of Exhibit H-1 to evidence Loans 

or Exhibit H-2 to evidence Contingent Interest (each, a “Promissory Note”). 

Section 2.08 Collateral Account. 

 Prior to the acquisition by the Borrower of, and as a condition precedent to the 

Lender’s obligation to make a Loan to finance the purchase of, an Eligible Receivable, 

the OEM and the Paying Agent must have executed the Paying Services Agreement 

which shall provide that all payments made by the OEM in respect of Eligible 

Receivables with respect to which a Payment Notification has been delivered pursuant to 

the Paying Services Agreement shall be deposited into the Collateral Account by the 

Paying Agent. To the extent the Borrower receives any Collections which are not 

directly deposited into the Collateral Account, the Borrower shall segregate such 

Collections from its own funds and property, hold such Collections in trust for the Lender, 

and deposit such Collections in the exact form received, with any necessary endorsement, 

into the Collateral Account within two Business Days after receipt thereof. 

Article 3 PAYMENTS. 

 All payments on account of principal, interest, Contingent Interest, Costs and 

Expenses or otherwise in respect of the Loans shall be made in Dollars, in immediately 

available funds to an account specified by Lender in writing, not later than 5:00 p.m. 

(Washington, D.C. time) on the date on which such payment shall be due. Any amounts 

received after such time on any date may, in the discretion of the Lender, be deemed to 

have been received on the next succeeding Business Day for purposes of calculating 

interest thereon. If any payment hereunder shall be due on a day that is not a Business 

Day, the date for payment shall be extended to the next succeeding Business Day, and, in 

the case of any payment accruing interest, interest thereon shall be payable for the period 

of such extension. 

Article 4 REPRESENTATIONS AND WARRANTIES. 

Section 4.01 Representations and Warranties of the Borrower. 

 The Borrower hereby represents and warrants to the Lender, as of the Closing 

Date and the date of each Loan, that: 

(a) Existence; Compliance with Law. The Borrower (i) is a limited liability 

company, duly organized, validly existing and in good standing under the laws of the 

State of Delaware, (ii) has the power and authority, and the legal right, to own its assets 

and to transact the activities in which it is permitted to engage, (iii) is duly qualified as a 

foreign organization and in good standing under the laws of each jurisdiction where the 

character of its property, the nature of its business and the performance of its obligations 

made such qualification necessary, except where the failure to be so qualified, authorized 

or in good standing would not have a Material Adverse Effect; (iv) is in compliance in all 

material respects with all Requirements of Law; and (v) is not an Ineligible Person. 

Except as would not, individually or in the aggregate, reasonably be expected to have a 

Material Adverse Effect, the Borrower has all permits, licenses, franchises, authorizations, 
14

orders and approvals of, and have made all filings, applications and registrations with, 

Governmental Authorities that are required in order to permit the Borrower to own or 

lease its properties and assets and to carry on its business as presently conducted and that 

are material to the business of the Borrower. The Borrower has complied in all respects 

and is not in default or violation of or under investigation with respect to and, to the 

Borrower’s knowledge, Borrower has not been threatened to be charged with or given 

notice of any violation of, any applicable Requirement of Law, other than such 

noncompliance, defaults or violations that would not, individually or in the aggregate, 

reasonably be expected to have a Material Adverse Effect. No Governmental Authority 

has placed any restriction on the business or properties of Borrower that would, 

individually or in the aggregate, reasonably be expected to have a Material Adverse 

Effect. 

(b) Power; Authorization; Enforceable Obligations. The Borrower has the 

power and authority, and the legal right, to make, deliver and perform the Transaction 

Documents and each Supplier Agreement to which it is, or will become, a party and to 

borrow the Loans hereunder. The Borrower has taken all necessary organizational action 

to authorize the execution, delivery and performance of the Transaction Documents and 

each Supplier Agreement to which it is, or will become, a party and to authorize the 

borrowings of the Loans on the terms and conditions of this Agreement. No consent or 

authorization of, filing with, notice to or other act by or in respect of, any Governmental 

Authority or any other Person is required in connection with the transactions 

contemplated under the Transaction Documents, each Supplier Agreement to which it is a 

party, and the borrowings hereunder or with the execution, delivery, performance, 

validity or enforceability of this Agreement or any of the Transaction Documents or any 

Supplier Agreement to which the Borrower is, or will become, a party, except (i) 

consents, authorizations, filings and notices as have been obtained or made and are in full 

force and effect; (ii) the filings referred to in the Security Documents and the UCC-1 

financing statement filings (and similar non-United States filings and recordations) 

referred to in the Supplier Agreements; and (iii) such other consents, authorizations, 

filings or notices the failure of which to obtain or make would not have a Material 

Adverse Effect. Each Transaction Document and each Supplier Agreement to which the 

Borrower is, or will become, a party has been duly executed and delivered on behalf of 

the Borrower. This Agreement constitutes, and each other Transaction Document and 

each Supplier Agreement to which the Borrower is, or will become, a party, upon 

execution, will constitute, a legal, valid and binding obligation of the Borrower, 

enforceable against the Borrower in accordance with its terms, except as enforceability 

may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or 

similar laws affecting the enforcement of creditors’ rights generally and by general 

equitable principles (whether enforcement is sought by proceedings in equity or at law). 

(c) No Legal Bar. The execution, delivery and performance of this 

Agreement and the other Transaction Documents and the Supplier Agreements to which 

the Borrower is, or will become, a party, the borrowings hereunder and the use of the 

proceeds thereof will not violate any Requirement of Law or any Contractual Obligation 

of the Borrower other than, in the case of the foregoing, such violations that would not 

have a Material Adverse Effect and will not result in, or require the creation or imposition 
15

of any Lien on any of its properties, assets or revenues pursuant to any Requirement of 

Law or any such Contractual Obligation (other than Permitted Liens). 

(d) Litigation. No litigation, investigation or proceeding of, or before, any 

arbitrator or Governmental Authority is pending or, to the knowledge of the Borrower, 

threatened by or against the Borrower or against any of its properties, assets or revenues 

other than those that, in the aggregate, would not have a Material Adverse Effect. 

(e) No Defaults. No Event of Default has occurred and is continuing. No 

other Default known to the Borrower has occurred and is continuing except any such 

Default as to which the Borrower shall have notified the Lender pursuant to Section 6.06. 

(f) Federal Regulations. No part of the proceeds of the Loans will be used 

for “buying” or “carrying” any “margin stock” within the respective meanings of each of 

the quoted terms under Regulation U as now and from time to time hereafter in effect for 

any purpose that violates the provisions of the Regulations of the Board of Governors of 

the Federal Reserve System. 

(g) ERISA. The Borrower’s representations and warranties regarding certain 

ERISA matters are set forth in Section 4.01(g) of Exhibit A. 

(h) Investment Company Act. The Borrower is not required to be registered as 

an “investment company” under the Investment Company Act of 1940, as amended. 

(i) Capitalization; Subsidiaries. One Hundred Percent (100%) of the Capital 

Stock of the Borrower is owned by the OEM and, to the knowledge of Borrower, such 

Capital Stock is owned by the OEM free and clear of all Liens other than Permitted Liens. 

The Borrower has not granted any options or rights with respect to the issuance of its 

Capital Stock. The Borrower has no Subsidiaries and no Affiliates over which it 

exercises management control. 

(j) Use of Proceeds. The proceeds of the Loans shall be used solely for the 

purposes of (i) paying the Purchase Price due under the Supplier Agreements upon the 

Borrower’s acquisition of Eligible Receivables from Eligible Suppliers in accordance 

herewith and the terms of such Supplier Agreements, (ii) paying Costs and Expenses, and 

(iii) paying interest on Loans when such interest is due in accordance with the terms 

hereof. The Borrower is the ultimate beneficiary of this Agreement and the Loans to be 

received hereunder. The Borrower’s use of the proceeds of the Loans will comply with 

all applicable Requirements of Law, including anti-money laundering laws. 

(k) Accuracy of Information, Etc. No statement or information contained in 

this Agreement, any other Transaction Document, any other document, certificate or 

statement furnished by or on behalf of the Borrower to the Lender for use in connection 

with the transactions contemplated by this Agreement or the other Transaction 

Documents, or any Supplier Agreement, taken as a whole, contained as of the date such 

statement, information, document or certificate was so furnished, any untrue statement of 

a material fact or omitted to state a material fact necessary to make the statements 

contained herein or therein not misleading. 
16

(l) Activities. The Borrower has not engaged in activities since its formation 

other than those incidental to its formation and other appropriate actions incidental to the 

Transaction Documents and the Supplier Agreements. 

(m) Taxes. Except as would not, individually or in the aggregate, reasonably 

be expected to have a Material Adverse Effect, (i) the Borrower has filed all federal, state, 

local and foreign income and franchise Tax returns required to be filed, subject to 

permitted extensions, and have paid all Taxes due thereon, and (ii) no Tax deficiency has 

been determined adversely to the Borrower, nor does the Borrower have any knowledge of 

any such Tax deficiencies. “Tax” or “Taxes” means any federal, state, local or foreign 

income, gross receipts, property, sales, use, license, excise, franchise, employment, 

payroll, withholding, alternative or add on minimum, ad valorem, transfer or excise tax, 

or any other tax, custom, duty governmental fee or other like assessment or charge of any 

kind whatsoever, together with any interest or penalty, imposed by any Governmental 

Authority. 

(n) Location of Books and Records. The Borrower keeps its books and 

records including all records relating to its business and operations and the Collateral 

is(are) at the “Location of Books and Records:” set forth in Section 4.01(n) of Exhibit A. 

(o) Survival of Representations and Warranties. The Borrower agrees that all 

representations and warranties of the Borrower set forth in this Section 4.01 and 

elsewhere in this Agreement and the other Loan Documents shall survive for so long as 

any amount remains owing to the Lender under this Agreement or any of the other Loan 

Documents. All representations and warranties made by the Borrower in this Agreement 

and the other Loan Documents shall be deemed to have been relied upon by the Lender 

notwithstanding any investigation heretofore or hereafter made by the Lender or on 

Lender’s behalf. 

(p) Expense Policy. The Expense Policy (as defined in the OEM Loan 

Agreement) maintained and implemented by the OEM pursuant to Section 7.19 of the 

OEM Loan Agreement is applicable to Borrower, and Borrower is in compliance 

therewith. 

Section 4.02 Representations and Warranties of the Lender. 

 The Lender hereby represents and warrants to the Borrower that (x) the Lender 

has the power and authority, and the legal right, to make, deliver and perform this 

Agreement and has taken all necessary action to authorize the execution, delivery and 

performance of this Agreement and the extensions of credit to be made by it hereunder, 

(y) this Agreement has been duly executed and delivered on behalf of the Lender and (z) 

this Agreement constitutes a legal, valid and binding obligation of the Lender, 

enforceable against the Lender in accordance with its terms, except as enforceability may 

be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar 

laws affecting the enforcement of creditors’ rights generally and by general equitable 

principles (whether enforcement is sought by proceedings in equity or at law). 
17

Article 5 CONDITIONS PRECEDENT. 

Section 5.01 Conditions to Closing Date. 

 The agreement of the Lender to make the Loans hereunder shall not become 

effective until the date on which each of the following conditions has been satisfied: 

(a) Transaction Documents. The Lender shall have received (i) this 

Agreement, executed and delivered by each other party hereto and (ii) each of the other 

Loan Documents and the Servicing Agreement, executed and delivered by each other 

party thereto. 

(b) Closing Certificate; Certified Certificate of Formation; Good Standing 

Certificates. The Lender shall have received (i) a certificate of the Borrower, dated the 

Closing Date, substantially in the form of Exhibit D, with appropriate insertions and 

attachments, including incumbency, the certificate of formation certified by the Secretary 

of State of the State of Delaware and the LLC Agreement, and (ii) a long form good 

standing certificate for the Borrower from the Secretary of State of the State of Delaware. 

(c) Promissory Notes. To the extent the Lender has requested such 

Promissory Notes pursuant to Section 2.07, the Lender shall have received Promissory 

Notes evidencing (i) the Loans to be made by it hereunder and (ii) the Contingent Interest 

due to it hereunder. 

(d) Legal Opinions. Lender shall have received executed legal opinions as set 

forth under the heading “Required Legal Opinions:” in Section 5.01 of Exhibit A. 

(e) Filings, Registrations and Recordings. Each document (including any 

UCC financing statement) required by the Security Documents or under law or 

reasonably requested by the Lender to be filed, registered or recorded in order to create in 

favor of the Collateral Agent, for the benefit of the Lender, a perfected Lien on the 

Collateral described therein, prior and superior in right to any other Person, shall be in 

proper form for filing, registration or recordation. 

(f) Representations and Warranties. Each of the representations and 

warranties made by the Borrower in the Loan Documents shall be true and correct on and 

as of the Closing Date as if made on and as of the Closing Date, except to the extent that 

the inaccuracy of the foregoing could not, in the aggregate, reasonably be expected to 

have a Material Adverse Effect. 

(g) No Default. No Default or Event of Default shall have occurred and be 

continuing on the Closing Date. 

(h) Paying Services Agreement. The OEM and the Paying Agent shall have 

executed the Paying Services Agreement and the Lender shall have received a true copy 

of the executed Paying Services Agreement. 
18

Section 5.02 Conditions to Each Extension of Loans. 

(a) All Loans except Loans to pay the Purchase Price due in respect of Pay at 

Maturity Receivables and Pending Immediate Pay Receivables. The agreement of the 

Lender to make each Loan requested to be made by it (except Loans to pay the Purchase 

Price due in respect of Pending Immediate Pay Receivables and Pay at Maturity 

Receivables) is subject to the satisfaction, prior to or concurrently with the making of 

such Loan, of the following conditions precedent: 

(i) Borrowing Request. The Lender shall have received a borrowing 

request pursuant to Section 2.02. 

(ii) Representations and Warranties. Each of the representations and 

warranties made by the Borrower in the Loan Documents shall be 

true and correct on and as of the date of the Borrowing Request as 

if made on and as of the date of such Borrowing Request (except to 

the extent any such representation and warranty by its terms is 

made only as of an earlier date, in which case such representation 

and warranty shall be true and correct as of such earlier date), 

except to the extent that the inaccuracy of the foregoing could not, 

in the aggregate, reasonably be expected to have a Material 

Adverse Effect. 

(iii) No Default. No Default or Event of Default shall have occurred 

and be continuing on the date the Borrowing Request has been 

made or after giving effect to the borrowings to be made on the 

date the Borrowing Request has been made. 

(iv) Conformance With Program Requirements. With respect to the 

Eligible Receivables, the Purchase Price of which the Borrower 

will pay using the proceeds of such Loan, (A) the applicable 

Eligible Supplier shall have sold to the Borrower, and the 

Borrower shall have purchased from such Eligible Supplier, such 

Eligible Receivables pursuant to a Supplier Agreement; and (B) 

the Person to which such Purchase Price will be paid shall not be 

an Ineligible Supplier. 

(b) Loans for Purchase Price due in respect of Pending Immediate Pay 

Receivables and Pay at Maturity Receivables. The agreement of the Lender to make any 

Loan requested to be made by it the proceeds of which will be used to pay the Purchase 

Price due in respect of Pending Immediate Pay Receivables and Pay at Maturity 

Receivables is subject to the satisfaction, prior to or concurrently with the making of such 

Loan, of the following conditions precedent: 

(i) Borrowing Request. The Lender shall have received a borrowing 

request pursuant to Section 2.02. 
19

(ii) Conformance With Program Requirements. With respect to the 

Eligible Receivables, the Purchase Price of which the Borrower 

will pay using the proceeds of such Loan, (A) the applicable 

Eligible Supplier shall have sold such Eligible Receivable to the 

Borrower, and the Borrower shall have purchased such Eligible 

Receivable from such Eligible Supplier, pursuant to a Supplier 

Agreement; (B) in the case of Pay at Maturity Receivables, the 

OEM shall have failed to pay such Eligible Receivable on or 

before its Due Date; and (C) the Person to which such Purchase 

Price will be paid shall not be an Ineligible Supplier. 

(c) Each Borrowing Request shall be deemed to constitute a representation 

and warranty by the Borrower on and as of the date thereof as to the matters specified in 

paragraphs (a)(ii), (iii) and (iv) and (b) (ii) of this Section 5.02, as applicable. 

Section 5.03 Condition to Extension of First Loan. 

 The agreement of the Lender to make the first Loan requested to be made by it is 

subject to the OEM having deposited the Initial Capital Contribution Amount into the 

Collateral Account prior to or concurrently with the making of the request for such Loan. 

Article 6 AFFIRMATIVE COVENANTS. 

 The Borrower hereby agrees to: 

Section 6.01 Financial Statements. 

(a) Subject to Section 6.01(b), furnish to the Lender as soon as available, but 

in any event within 60 days after the end of each Quarter of each year, a copy of the 

unaudited balance sheet of the Borrower as at the end of such Quarter and the related 

unaudited statement of income for such Quarter, in each case excluding footnotes. 

(b) If the Lender elects to extend the Availability Period as contemplated by 

the definition of “Availability Period” in Section 1.01, furnish to the Lender as soon as 

available, but in any event within 120 days after the end of each fiscal year of the 

Borrower that ends during the Availability Period (in lieu of the balance sheet and 

statement of income that would otherwise be required pursuant to Section 6.01(a) in 

respect of the fourth Quarter of such year), a copy of the audited balance sheet of the 

Borrower as of the end of such year and the related audited statements of income and 

cash flows for such year, reported on by an independent certified public accounting firm 

of nationally recognized standing. 

(c) Furnish to the Lender, at the time the Borrower furnishes each set of 

financial statements pursuant to Sections 6.01(a) and (if applicable) 6.01(b), a certificate 

of a Responsible Officer of the Borrower wherein such Responsible Officer shall certify 

that (i) such financial statements fairly present the financial condition and results of 

operations of the Borrower in accordance with GAAP, consistently applied, as of the end 

of, and for, such the period covered thereby (subject to normal year-end audit 
20

adjustments and the absence of footnotes if applicable), and (ii) to the best of such 

Responsible Officer’s knowledge, the Borrower during such fiscal period or year has 

observed or performed all of its covenants and other agreements in all material respects, 

is in compliance with the representations and warranties in this Agreement and the other 

Loan Documents and has satisfied every material condition contained in this Agreement 

and the other Loan Documents to be observed, performed or satisfied by the Borrower, 

and that such Responsible Officer has obtained no knowledge of any Default or Event of 

Default except as specified in such certificate (and, if any Default or Event of Default has 

occurred and is continuing, describing the same in reasonable detail and describing the 

action the Borrower has taken or proposes to take with respect thereto). 

Section 6.02 Other Information. 

 Furnish to the Lender to the extent not furnished to the Lender by the Servicer or 

by the Borrower under any other Transaction Document: 

(a) promptly upon receipt thereof, duplicates or copies of all reports, notices, 

requests, demands, certificates, financial statements and other instruments and similar 

writings furnished to or received by the Borrower (i) under each Transaction Document 

and (ii) relating to any of the Collateral; 

(b) notwithstanding anything to the contrary in Section 6.02(a), promptly 

upon receipt thereof, copies of all reports received by the Borrower from the Servicer; 

and 

(c) promptly, such additional financial and other information as the Lender 

may from time to time reasonably request. 

Section 6.03 Payment of Obligations. 

 Pay, discharge or otherwise satisfy at or before maturity or before they become 

delinquent, as the case may be, all its material obligations of whatever nature, except 

where the amount or validity thereof is currently being contested in good faith by 

appropriate proceedings and reserves in conformity with GAAP with respect thereto have 

been provided on the books of the Borrower and the effect of such proceedings is to stay 

action against the Borrower and the Collateral. 

Section 6.04 Maintenance of Existence; Compliance. 

(a) (i) Preserve, renew and keep in full force and effect its organizational 

existence and (ii) take all reasonable action to maintain all rights, privileges and 

franchises necessary or desirable in the normal conduct of its business except where the 

failure to do so would have a Material Adverse Effect; 

(b) comply with all material Requirements of Law; 

(c) punctually perform and observe all of its obligations and agreements 

contained in the Transaction Documents and Supplier Agreements to which it is a party 
21

(it being understood that such performance or observance may be undertaken by the 

Servicer on the Borrower’s behalf). The Borrower may contract with other Persons to 

assist it in performing its duties under the Transaction Documents, the Supplier 

Agreements, and its other Contractual Obligations, and any performance of such duties 

by a Person identified to the Lender shall be deemed to be action taken by the Borrower. 

Initially, the Borrower has contracted with the Servicer pursuant to the Servicing 

Agreement to assist the Borrower in performing its duties under the Transaction 

Documents; and 

(d) (i) be in full compliance with all applicable orders, rules, regulations and 

recommendations of OFAC and (ii) not permit any Collateral to be maintained, insured, 

traded or used (directly or indirectly) in violation of any United States Requirements of 

Law. 

Section 6.05 Inspection of Property; Books and Records; Discussions. 

(a) Keep proper books of records and account in which full, true and correct 

entries in conformity with GAAP and all Requirements of Law shall be made of all 

dealings and transactions in relation to its business and activities; 

(b) collect and maintain or cause to be collected and maintained all books and 

records relating to its business and operations and the Collateral in accordance with 

industry custom and practice, including those maintained pursuant to the preceding 

subsection, and all such books and records shall be in the possession of the Borrower (or 

the Servicer) or reasonably obtainable upon the request of the Lender unless the Lender 

otherwise approves; 

(c) for so long as the Lender has an interest in or Lien on any Collateral, the 

Borrower will (i) hold or cause to be held all related books and records in trust for the 

Lender and (ii) notify, or cause to be notified, every other party holding any such books 

and records of the interests and liens granted thereby; and 

(d) permit any officers, employees, agents, representatives or third-party 

contractors designated by the Lender to visit, audit and inspect the Borrower’s financial 

records, collateral and properties from time to time upon reasonable notice and during 

normal business hours as requested and to make extracts from and copies of such 

financial records, and permit any Person designated by the Lender to discuss the affairs, 

finances and condition of the Borrower with the Servicer and the Borrower’s independent 

certified public accountants. 

Section 6.06 Notices. 

 Promptly upon obtaining knowledge thereof give notice to the Lender of: 

(a) the occurrence of any Default or Event of Default; 

(b) any material default or event of default by Citi or a Supplier under any 

Supplier Agreement or by Citi or OEM under the Paying Services Agreement; 
22

(c) any (i) default or event of default under any material Contractual 

Obligation of the Borrower or (ii) material litigation, investigation, proceeding or 

judgment affecting the Borrower, including any litigation, investigation or proceeding (x) 

in which injunctive or similar relief is sought, (y) which relates to any Transaction 

Document or (z) in which the amount in controversy is an amount equal to $2,000,000 or 

more; provided, that notice given by the OEM to the United States Department of the 

Treasury, in its capacity as the lender under the OEM Loan Agreement, pursuant to 

Section 7.02 of the OEM Loan Agreement shall be deemed to constitute notice by the 

Borrower to the Lender pursuant to this Section 6.06(c) with respect to the subject matter 

thereof; and 

(d) any development or event that has had or could reasonably be expected to 

have a Material Adverse Effect; provided, that notice given by the OEM to the United 

States Department of the Treasury, in its capacity as the lender under the OEM Loan 

Agreement, pursuant to Section 7.02 of the OEM Loan Agreement shall be deemed to 

constitute notice by the Borrower to the Lender pursuant to this Section 6.06(d) with 

respect to the subject matter thereof. 

Each notice pursuant to this Section 6.06 shall be accompanied by a statement of a 

Responsible Officer of the Borrower setting forth details of the occurrence referred to 

therein and stating what action the Borrower proposes to take with respect thereto. 

Section 6.07 Deposits in Collateral Account; Proceeds. 

 Cause all amounts due and to become due to the Borrower under or in connection 

with the Collateral or otherwise constituting Proceeds to be paid directly to the Collateral 

Agent or otherwise for deposit into the Collateral Account. 

Section 6.08 Third Party Contracts. 

 Use reasonable efforts to cause each party to any Transaction Document and each 

Supplier Agreement with the Borrower to covenant and agree in such contract that such 

party will not at any time prior to a year and a day after all of the Obligations have been 

paid in full (a) commence or institute against the Borrower or join with or facilitate any 

other Person in commencing or instituting against the Borrower, any bankruptcy, 

reorganization, arrangement, readjustment of debt, dissolution, receivership, insolvency 

or liquidation proceedings, or other similar proceedings under any United States Federal 

or state, or other jurisdiction, bankruptcy or similar law or statute now or hereafter in 

effect or (b) participate in any assignment for benefit of creditors, compositions, or 

arrangements with respect to the Borrower’s debts. 

Section 6.09 Use of Proceeds of Loans. 

 Use the proceeds of each Loan solely in accordance with Section 4.01(j). 
23

Section 6.10 ERISA. 

(a) The Borrower’s affirmative covenants regarding certain ERISA matters 

are set forth in Section 6.10 of Exhibit A. 

Section 6.11 Investment Company. 

 The Borrower will conduct its operations in a manner which will not subject it to 

registration as an “investment company” as such term is defined in the Investment 

Company Act of 1940, as amended from time to time. 

Section 6.12 Further Assurances. 

 The Borrower agrees to do such further acts and things and to execute and deliver 

to the Lender such additional assignments, acknowledgements, agreements, powers and 

instruments as are reasonably required by the Lender to carry into effect the intent and 

purposes of this Agreement and the other Loan Documents, to perfect the interests of the 

Secured Parties in the Collateral or to better assure and confirm unto the Lender its rights, 

powers and remedies hereunder and thereunder. 

Article 7 NEGATIVE COVENANTS. 

 The Borrower hereby agrees not to, unless it shall have received the prior written 

consent of, or otherwise been directed to do so in writing by, the Lender: 

Section 7.01 Indebtedness. 

 Create, issue, incur, assume, become liable in respect of or suffer to exist any 

Indebtedness, except (i) Indebtedness pursuant to any Transaction Document and (ii) any 

liabilities contemplated by this Agreement, any other Transaction Document or any 

Supplier Agreement. 

Section 7.02 Liens. 

 Create, incur, assume or suffer to exist any Lien upon any of its property, assets or 

revenues, whether now owned or hereafter acquired, or assign or otherwise convey or 

encumber any existing or future right to receive any income or payments, except for 

Permitted Liens. 

Section 7.03 Fundamental Changes. 

 Enter into any merger, consolidation or amalgamation, or liquidate, wind up or 

dissolve itself (or suffer any liquidation or dissolution), Dispose of all or substantially all 

of its property or business, or form or enter into any partnership, syndicate or other 

combination. 

Section 7.04 Disposition of Property. 
24

 Dispose of any of its property, whether now owned or hereafter acquired other 

than as expressly contemplated by and permitted under the Security Documents. 

Section 7.05 Restricted Payments. 

 Declare or pay any dividend (whether in cash or in additional Capital Stock) on, 

or make any payment on account of, or set apart assets for a sinking or other analogous 

fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any of 

its Capital Stock, whether now or hereafter outstanding, or make any other distribution in 

respect thereof, either directly or indirectly, whether in cash or property or in obligations 

of the Borrower. 

Section 7.06 Investments. 

 Make any Investment, except pursuant to the Security Agreement. 

Section 7.07 Limitations on Payments and Expenditures. 

 Make any payment to any Person (including pursuant to any Transaction 

Document) or make any expenditure (by long term or operating lease or otherwise) for 

any assets, in each case except for the purposes set forth in Section 4.01(j). 

Section 7.08 Amendments to Transaction Documents or Supplier Agreements. 

 Amend or modify any of the Transaction Documents to which it is a party or any 

other agreement or instrument pursuant to which any of the Collateral has been created or 

any Supplier Agreement unless consented to in writing by the Lender. 

Section 7.09 Limitations on Activities. 

 Engage in any activity of any kind or enter into a transaction, indenture, 

mortgage, instrument, agreement, contract, lease or other undertaking which is not 

directly or indirectly related to the transactions contemplated by this Agreement, the 

other Transaction Documents, and the Supplier Agreements. 

Section 7.10 ERISA. 

 The Borrower’s negative covenants regarding certain ERISA matters are set forth 

in Section 7.10 of Exhibit A. 

Section 7.11 Accounts. 

 Open or maintain any deposit or securities account unless such deposit or 

securities account is included within the Collateral Account or otherwise subject to Liens 

under a Security Document acceptable to Lender in its sole discretion. 

Section 7.12 Formation of Subsidiaries. 

 Form any new Subsidiary or invest in or acquire any new Subsidiary. 
25

Section 7.13 Change of Fiscal Year. 

 Change the date on which the Borrower’s fiscal year begins from the Borrower’s 

current fiscal year beginning date. 

Section 7.14 Limitation on Negative Pledge Clauses. 

 Enter into or suffer to exist or become effective any agreement that prohibits or 

limits the ability of the Borrower to create, incur, assume or permit to exist any Lien upon 

any of its property, whether now owned or hereafter acquired, other than this Agreement 

and the other Transaction Documents. 

Article 8 EVENTS OF DEFAULT. 

Section 8.01 Default. 

 Each of the following constitutes a “Default” for purposes of this Agreement: 

(a) the Borrower shall fail to pay any principal of, or interest on, any Loan or 

other amount due hereunder or under any other Loan Document when the same shall 

become due, in each case in accordance with, and subject to, the Waterfall and the other 

applicable provisions of Section 5 of the Security Agreement; or 

(b) any representation or warranty made or deemed made by the Borrower 

herein or in any other Loan Document or that is contained in any certificate, document or 

financial or other statement furnished by it at any time under or in connection with this 

Agreement or any other Loan Document shall prove to have been inaccurate in any 

material respect (or inaccurate in any respect, in the case of any such representation or 

warranty that is qualified by a materiality standard, whether by reference to “Material 

Adverse Effect,” “in any material respect” or any other similar term) on or as of the date 

made or deemed made pursuant to the Transaction Documents; or 

(c) the Borrower shall default in any material respect (or in any respect, in the 

case of any covenant, agreement or undertaking that is qualified by a materiality standard, 

whether by reference to “Material Adverse Effect,” “in any material respect” or any other 

similar term) in the observance or performance of any other covenant, agreement or 

undertaking contained in this Agreement, any other Transaction Document, or any 

Supplier Agreement; or 

(d) the OEM shall default in any material respect (or in any respect, in the 

case of any covenant, agreement or undertaking that is qualified by a materiality standard, 

whether by reference to “Material Adverse Effect,” “in any material respect” or any other 

similar term) in the observance or performance of any covenant, agreement or 

undertaking contained in the Pledge Agreement; or 

(e) (i) the Borrower shall commence any case, proceeding or other action (A) 

under any existing or future law of any jurisdiction, domestic or foreign, relating to 

bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for 
26

relief entered with respect to it, or seeking to adjudicate it bankrupt or insolvent, or 

seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, 

composition or other relief with respect to it or its debts, or (B) seeking appointment of a 

receiver, trustee, custodian, conservator or other similar official for it or for all or any 

substantial part of its assets; or (ii) there shall be commenced against the Borrower any 

case, proceeding or other action of a nature referred to in clause (i) above that (A) results 

in the entry of an order for relief or any such adjudication or appointment or (B) remains 

undismissed or undischarged for a period of 90 days; or (iii) there shall be commenced 

against the Borrower any case, proceeding or other action seeking issuance of a warrant 

of attachment, execution, distraint or similar process against all or any substantial part of 

its assets that results in the entry of an order for any such relief that shall not have been 

vacated, discharged, or stayed or bonded pending appeal within 90 days from the entry 

thereof; or (iv) the Borrower shall take any action in furtherance of, or indicating its 

consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or 

(iii) above; or (v) the Borrower shall generally not, or shall be unable to, or shall admit in 

writing its inability to, pay its debts as they become due; or (vi) the Borrower shall make 

a general assignment for the benefit of its creditors; or 

(f) (i) the OEM shall commence any case, proceeding or other action (A) 

under any existing or future law of any jurisdiction, domestic or foreign, relating to 

bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for 

relief entered with respect to it, or seeking to adjudicate it bankrupt or insolvent, or 

seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, 

composition or other relief with respect to it or its debts, or (B) seeking appointment of a 

receiver, trustee, custodian, conservator or other similar official for it or for all or any 

substantial part of its assets; or (ii) there shall be commenced against the OEM any case, 

proceeding or other action of a nature referred to in clause (i) above that (A) results in the 

entry of an order for relief or any such adjudication or appointment or (B) remains 

undismissed or undischarged for a period of 90 days; or (iii) there shall be commenced 

against the OEM any case, proceeding or other action seeking issuance of a warrant of 

attachment, execution, distraint or similar process against all or any substantial part of its 

assets that results in the entry of an order for any such relief that shall not have been 

vacated, discharged, or stayed or bonded pending appeal within 90 days from the entry 

thereof; or (iv) the OEM shall make a general assignment for the benefit of its creditors; 

or 

(g) any of the Security Documents shall cease, for any reason, to be in full 

force and effect, or the Borrower shall so assert, or any Lien created by any of the 

Security Documents shall cease to be enforceable and of the same effect and priority 

purported to be created thereby; or 

(h) any Default set forth in Section 8.01(h) of Exhibit A; or 

(i) any Default set forth in Section 8.01(i) of Exhibit A; or 

(j) any Default set forth in Section 8.01(j) of Exhibit A. 
27

Section 8.02 Events of Default. 

(a) An “Event of Default” is 

(i) any Default under: 

(A) Section 8.01 (e), (f), (i) or (j), or 

(B) Section 8.01(c) that arises from a breach of or the 

Borrower’s failure to comply with Section 6.09, and 

(ii) any other Default as to which the Lender shall have given notice to 

the Borrower that such Default is an Event of Default for purposes 

of this Agreement; provided that such notice shall be effective only 

upon expiration of: 

(A) in the case of a Default under Section 8.01(a) or under 

Section 8.01(c) that arises from a breach of or the 

Borrower’s failure to comply with Sections 6.05(b), 6.07, 

or 9.17 or Article 7, three (3) Business Days, if such 

Default is continuing at the end of such period, 

(B) in the case of a Default under (x) Section 8.01(d) that arises 

from a breach of or a failure by the OEM to comply with 

Article 3 of the Pledge Agreement, (y) Section 8.01(c) that 

arises from a breach of or the Borrower’s failure to comply 

with Article 3 of the Security Agreement or (z) Section 

8.01(h), five (5) Business Days, if such Default is 

continuing at the end of such period, 

(C) in the case of a Default under Section 8.01(b) or 8.01(c) 

that arises from a breach of or the Borrower’s failure to 

comply with Sections 6.02, 6.04(a), or 6.06, 20 days, if 

such Event of Default is continuing at the end of such 

period, and 

(D) in the case of any other Default, 30 days, if such Event of 

Default is continuing at the end of such period. 

(b) Upon the occurrence of an Event of Default under: 

(i) Section 8.01(e), the Commitment shall automatically terminate and 

the Loans (with accrued interest thereon) and all other amounts 

owing under this Agreement and the other Loan Documents shall 

automatically become and be due and payable; 

(ii) any other provision of this Agreement, Lender may, by notice to 

the Borrower, declare the Commitment terminated and the Loans 
28

made by it (with accrued interest thereon) and all other amounts 

owing to it under this Agreement and the other Loan Documents to 

be due and payable forthwith, whereupon the same shall 

immediately become due and payable. 

 Notwithstanding a termination of the Commitment and any acceleration of 

the Loans, Lender will continue to advance Loans subject to the terms of Section 5.02(b) 

for Eligible Receivables having a Purchase Date that is the same as, or prior to, the date 

of such Event of Default but for which the Purchase Price has not been paid as of the date 

of such Event of Default. 

(c) Except as expressly provided above in this Section, presentment, demand, 

protest and all other notices of any kind are hereby expressly waived by the Borrower. 

Article 9 MISCELLANEOUS. 

Section 9.01 Amendments and Waivers. 

 Neither this Agreement nor any other Transaction Document, nor any provision 

hereof or thereof, may be waived, amended, modified or supplemented except pursuant to 

an agreement or agreements in writing entered into by the Borrower and the Lender, 

other than such provisions hereof or thereof which by its express terms may be waived, 

amended or modified by the Lender. The Lender shall have the right to waive any 

provision of this Agreement at any time in writing. 

Section 9.02 Notices. 

All notices, requests, consents and demands to or upon the respective parties hereto to be 

effective shall be in writing (including by telecopy or other electronic mail transmission) 

and, unless otherwise expressly provided herein, must be delivered by messenger, 

overnight courier service, telecopy or electronic mail, and shall be deemed to have been 

duly given or made when delivered, or notice by electronic mail transmission, or, in the 

case of telecopy notice, when received, at the “Address for Notices:” specified below the 

recipient’s name in Section 9.02 of Exhibit A, or to such other recipient or address as 

may be hereafter notified by the respective parties hereto; provided that any notice, 

request or demand to or upon the Lender shall not be effective until received. Notices 

and other communications to the Lender and the Borrower hereunder may be delivered or 

furnished by electronic communications. 

Section 9.03 No Waiver; Cumulative Remedies. 

 No failure to exercise and no delay in exercising, on the part of the Lender, any 

right, remedy, power or privilege hereunder or under the other Loan Documents shall 

operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, 

power or privilege hereunder preclude any other or further exercise thereof or the 

exercise of any other right, remedy, power or privilege. The rights, remedies, powers and 

privileges herein provided are cumulative and not exclusive of any rights, remedies, 

powers and privileges provided by law. 
29

Section 9.04 Survival of Representations and Warranties. 

 All representations and warranties made hereunder, in the other Loan Documents 

and in any document, certificate or statement delivered pursuant hereto or in connection 

herewith shall survive the execution and delivery of this Agreement and the making of 

the Loans hereunder. 

Section 9.05 Payment of Expenses and Taxes. 

 The Borrower agrees (i) to pay or reimburse, in accordance with the Waterfall and 

the other applicable provisions of Section 5 of the Security Agreement, the Lender for all 

of its reasonable out- of- pocket Costs and Expenses incurred in connection with the 

development, preparation and execution of, and any amendment, supplement or 

modification to, this Agreement and the other Transaction Documents and any other 

documents prepared in connection herewith or therewith, and the consummation and 

administration of the transactions contemplated hereby and thereby, including the 

reasonable fees and disbursements of counsel to the Lender and filing and recording fees 

and expenses, (ii) to pay or reimburse, in accordance with the Waterfall and the other 

applicable provisions of Section 5 of the Security Agreement, the Lender for all of its 

reasonable Costs and Expenses incurred in connection with the enforcement or 

preservation of any rights under this Agreement, the other Transaction Documents and 

any such other documents, including the reasonable fees and disbursements of counsel to 

the Lender, (iii) to pay, indemnify, and hold each of the Lender and its Related Parties 

harmless from, any and all recording and filing fees and any and all liabilities with 

respect to, or resulting from any delay in paying, stamp, excise and other taxes (other 

than those of the nature of an income tax), if any, that may be payable or determined to 

be payable in connection with the execution and delivery of, or consummation or 

administration of any of the transactions contemplated by, or any amendment, 

supplement and modification of, or any waiver or consent under or in respect of, this 

Agreement, the other Transaction Documents and any such other documents and (iv) to 

pay, indemnify, and hold each of the Lender and its Related Parties (each, an 

“Indemnitee”) harmless and defend them from and against any and all other liabilities, 

obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses 

(including, subject to the second succeeding proviso, the reasonable fees and 

disbursements of legal counsel) or disbursements of any kind or nature whatsoever with 

respect to the execution, delivery, enforcement, performance and administration of this 

Agreement, the other Transaction Documents and any such other documents, including 

any of the foregoing relating to the use of proceeds of the Loans (all the foregoing in this 

clause (iv), collectively, the “Indemnified Liabilities”); provided that the Borrower shall 

have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to 

the extent such Indemnified Liabilities are found by a final and nonappealable decision of 

a court of competent jurisdiction to have resulted from the gross negligence, bad faith or 

willful misconduct of such Indemnitee; provided, further, that the Borrower shall not be 

obligated to pay, indemnify or hold harmless any Indemnitee if such Indemnitee (A) does 

not provide reasonably prompt notice to the Borrower (with a copy to the Lender) of any 

claim for which indemnification is sought; provided that the failure to provide notice 

shall only limit the indemnification provided hereby to the extent of any incremental 
30

expense or actual prejudice as a result of such failure or (B) makes any admissions of 

liability or incurs any significant expenses after receiving actual written notice of the 

claim, or agree to any settlement without the written consent of the Borrower, which 

consent shall not be unreasonably withheld. The Indemnitee may, in its sole discretion, 

and at its expense, control the defense of the claim including, without limitation, 

designating counsel for such Indemnitee (which counsel shall be reasonably satisfactory 

to the Borrower) controlling all negotiations, litigation, arbitration, settlements, 

compromises and appeals of any claim; provided that (x) the Indemnitee may not agree to 

any settlement involving any Indemnitee without the prior written consent of the 

Borrower and (y) the Borrower shall engage and pay the reasonable expenses of separate 

counsel for the Indemnitee to the extent that the interests of the Indemnitee are in conflict 

with those of the Borrower. The Borrower shall be responsible to pay the reasonable fees 

of such separate legal counsel if such a conflict exists. All amounts due under this 

Section 9.05 shall be payable in accordance with the Waterfall and the other applicable 

provisions of Section 5 of the Security Agreement. In order to be paid such amounts on 

any particular Payment Date in respect of any losses, claims, damages, liabilities or 

related expenses, in each case incurred no later than two Business Days prior to the 

Payment Determination Date immediately preceding such Payment Date, the request for 

payment under this Section 9.05 must be received by the Borrower and the Servicer no 

later than such Payment Determination Date. The agreements in this Section 9.05 shall 

survive repayment of the Loans and all other amounts payable hereunder. 

Section 9.06 Successors and Assigns; Assignments. 

 The provisions of this Agreement shall be binding upon and inure to the benefit of 

the parties hereto and their respective successors and assigns permitted hereby, except 

that the Borrower may not assign or otherwise transfer (including through participation) 

any of its rights or obligations hereunder without the prior written consent of the Lender 

(and any attempted assignment or transfer by the Borrower without such consent shall be 

null and void). The Lender may assign or otherwise transfer any or all of its rights or 

obligations hereunder (i) at any time without the consent of the Borrower to any other 

branch, agency, department, entity or other instrumentality of the United States federal 

government; and (ii) to any other Person with the prior written consent of the Borrower, 

which consent shall not be unreasonably withheld, delayed or conditioned, it being 

agreed by the Lender that a reasonable basis on which the Borrower may withhold its 

consent to such assignment would include the assignee’s refusal to enter into an 

amendment to this Agreement or other binding written undertaking providing assurances 

to the Borrower consistent in substance with the provisions of Sections 3.03 (a) through 

(f) of the OEM Loan Agreement. All assignments permitted hereunder shall be effected 

pursuant to documentation reasonably satisfactory to the Lender. From and after the 

date of effectiveness of any assignment of the rights and obligations of the Lender 

hereunder, the assignee thereunder shall be a party hereto and have the rights and 

obligations of the assigning Lender under this Agreement (to the extent of the interest so 

assigned) and the other Loan Documents, and the assigning Lender thereunder shall be 

released from its obligations under this Agreement (to the extent of the interest so 

assigned) and, to the extent the entire amount of its Loans have been assigned or 

transferred, the Lender shall cease to be a party hereto but shall continue to be entitled to 
31

the benefits of Section 9.05. Any assignment or transfer by the Lender of rights or 

obligations under this Agreement that does not comply with this Section 9.06 shall be 

null and void. 

Section 9.07 Counterparts. 

 This Agreement may be executed by one or more of the parties to this Agreement 

on any number of separate counterparts, and all of said counterparts taken together shall 

be deemed to constitute one and the same instrument. Delivery of an executed signature 

page of this Agreement by email or facsimile transmission shall be effective as delivery 

of a manually executed counterpart hereof. A set of the copies of this Agreement signed 

by all the parties shall be lodged with the Borrower and the Lender. 

Section 9.08 Severability. 

 Any provision of this Agreement that is prohibited or unenforceable in any 

jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition 

or unenforceability without invalidating the remaining provisions hereof, and any such 

prohibition or unenforceability in any jurisdiction shall not invalidate or render 

unenforceable such provision in any other jurisdiction. 

Section 9.09 Integration. 

 This Agreement and the other Transaction Documents represent the entire 

agreement of the Borrower and the Lender with respect to the subject matter hereof and 

thereof, and there are no promises, undertakings, representations or warranties by the 

Lender relative to the subject matter hereof not expressly set forth or referred to herein or 

in the other Transaction Documents. 

Section 9.10 GOVERNING LAW. 

 THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN 

ACCORDANCE WITH THE FEDERAL LAW OF THE UNITED STATES. INSOFAR 

AS THERE MAY BE NO APPLICABLE FEDERAL LAW, THIS AGREEMENT 

SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE 

OF NEW YORK, WITHOUT REGARD TO ANY RULE OF CONFLICTS OF LAW 

(OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS 

LAW) THAT WOULD RESULT IN THE APPLICATION OF THE SUBSTANTIVE 

LAW OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK. 

NOTHING IN THIS AGREEMENT SHALL REQUIRE ANY UNLAWFUL ACTION 

OR INACTION BY EITHER PARTY. 

Section 9.11 Submission to Jurisdiction; Waivers. 

 EACH PARTY HERETO HEREBY IRREVOCABLY AND 

UNCONDITIONALLY: 
32

(a) SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY LEGAL 

ACTION OR PROCEEDING RELATING TO THIS AGREEMENT, THE 

PROMISSORY NOTES AND THE OTHER LOAN DOCUMENTS, OR FOR 

RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN RESPECT 

THEREOF, TO THE GENERAL JURISDICTION OF ANY COURT OF THE STATE 

AND COUNTY OF NEW YORK, OR IN THE UNITED STATES DISTRICT COURT 

FOR THE SOUTHERN DISTRICT OF NEW YORK; 

(b) CONSENTS THAT ANY SUCH ACTION OR PROCEEDING MAY BE 

BROUGHT IN SUCH COURTS AND, TO THE EXTENT PERMITTED BY LAW, 

WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE 

VENUE OF ANY 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 ITS ADDRESS SET FORTH IN 

SECTION 9.02 OR AT SUCH OTHER ADDRESS OF WHICH THE LENDER SHALL 

HAVE BEEN NOTIFIED; AND 

(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 SUE IN ANY OTHER JURISDICTION. 

Section 9.12 Acknowledgements. 

 The Borrower hereby acknowledges that: 

(a) the Lender does not have any fiduciary relationship with or duty to the 

Borrower arising out of or in connection with this Agreement or any of the Transaction 

Documents, and the relationship between the Lender and the Borrower in connection 

herewith or therewith is solely that of debtor and creditor; and 

(b) no joint venture is created hereby or by the other Transaction Documents 

or otherwise exists by virtue of the transactions contemplated hereby among the 

Borrower and the Lender. 

Section 9.13 Confidentiality. 

 The Lender will use reasonable best efforts to hold, and will use reasonable best 

efforts to cause its agents, consultants, advisors and United States executive branch 

officials and employees (collectively, its “Representatives”), to hold, in confidence all 

non-public records, books, contracts, instruments, computer data and other data and 

information (collectively, “Information”) concerning the Borrower or the OEM 

furnished or made available to them by the Borrower or its representatives pursuant to 

any Loan Document (except to the extent that such information can be shown to have 
33

been (i) previously known by such party on a non-confidential basis, (ii) in the public 

domain through no fault of such party or (iii) later lawfully acquired from other sources 

by the party to which it was furnished (and without violation of any other confidentiality 

obligation)); provided, that nothing herein shall prevent the Lender from disclosing any 

Information to the extent required by any Requirement of Law or by any subpoena or 

similar legal process. The Lender understands that the Information may contain 

commercially sensitive confidential information entitled to an exception from a Freedom 

of Information Act request. 

Section 9.14 WAIVERS OF JURY TRIAL. 

 EACH OF THE LENDER AND THE BORROWER HEREBY IRREVOCABLY 

WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY 

AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING 

OUT OF OR RELATING TO THIS AGREEMENT, THE COLLATERAL, ANY 

OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED 

HEREBY OR THEREBY. 

Section 9.15 Limited Recourse. 

 Notwithstanding anything to the contrary contained in this Agreement and the 

other Transaction Documents, the obligations of the Borrower under this Agreement and 

all other Transaction Documents are solely the obligations of the Borrower and shall be 

payable solely to the extent of funds received by and available to the Borrower in 

accordance with the Security Agreement. No recourse shall be had for the payment of 

any amount owing in respect of any obligation of, or claim against, the Borrower arising 

out of or based upon this Agreement or any other Transaction Document against any 

holder of a membership interest, employee, officer or Affiliate thereof and, except as 

specifically provided herein and in the other Transaction Documents, no recourse shall be 

had for the payment of any amount owing in respect of any obligation of, or claim against, 

the Borrower arising out of or based upon this Agreement against the Servicer or any 

holder of the membership interests of the Borrower or any Related Party of any thereof; 

provided that the foregoing shall not relieve any such person or entity from any liability 

they might otherwise have as a result of bad faith, willful misconduct, negligence or 

fraudulent actions taken or omissions by them or, in the case of the Servicer or any 

Related Party thereof, the foregoing or its negligence in the performance of its duties 

under the Servicing Agreement. The provisions of this Section 9.15 shall survive the 

termination or expiration of this Agreement and the Obligations. 

Section 9.16 Certain Tax Matters. 

 It is the intention of the parties that for U.S. federal income tax purposes the 

Borrower shall be treated as the owner of the Collateral (excluding the Pledged Collateral 

(as defined in the Pledge Agreement), where the OEM shall be treated as the owner of the 

Pledged Collateral). The terms of this Agreement and the other Transaction Documents 

shall be interpreted consistently with this intention and neither the Borrower nor any 

holder of a Loan shall take a contrary position for any tax purpose, except as required by 
34

law. No election under Treasury Regulation Section 301.7701-3 shall be made that the 

Borrower be classified as a corporation. 

Section 9.17 Additional Inspection Rights. 

 At all times while any Obligations are outstanding, the Borrower shall permit (i) 

the Lender and its agents, consultants, contractors and advisors, (ii) the Special Inspector 

General of the Troubled Asset Relief Program, and (iii) the Comptroller General of the 

United States access to personnel and any books, papers, records or other data delivered 

to it pursuant to the Transaction Documents or otherwise in its possession, custody or 

control, in each case to the extent relevant to ascertaining compliance with the terms and 

conditions set forth in the Loan Documents, during normal business hours and upon 

reasonable notice to the Borrower, as the case may be; provided that prior to disclosing 

any information pursuant to clause (i), (ii) or (iii), the Lender, the Special Inspector 

General of the Troubled Asset Relief Program and the Comptroller General of the United 

States shall have agreed, with respect to documents obtained under this agreement in 

furtherance of their respective functions, to follow applicable law and regulation (and the 

applicable customary policies and procedures, including those for inspectors general) 

regarding the dissemination of confidential materials, including redacting confidential 

information from the public version of its reports, as appropriate, and soliciting input 

from the Borrower as to information that should be afforded confidentiality. The Lender 

represents that it has been informed by the Special Inspector General of the Troubled 

Asset Relief Program and the Comptroller General of the United States that they, before 

making any request for access or information pursuant to their oversight and audit 

functions, will establish a protocol to avoid, to the extent reasonably possible, duplicative 

requests. Nothing in this Section 9.17 shall be construed to limit the authority that the 

Special Inspector General of the Troubled Asset Relief Program or the Comptroller 

General of the United States have under law. 

Section 9.18 Authority for Commitment. 

 The Borrower and the Lender acknowledge and agree that the Commitment is 

hereby made by the Lender pursuant to the authority granted to it by and under EESA 

Section 101. 
SIGNATURE PAGES REDACTED 
 Execution Version 

Exhibit A – Page 1 

Exhibit A – Supplement to Credit Agreement 

 This Exhibit A forms part of the Credit Agreement dated as of April 7, 2009 (as 

amended, supplemented or otherwise modified from time to time, the “Agreement”) 

among the BORROWER (as defined below) and the UNITED STATES DEPARTMENT 

OF THE TREASURY, as lender (the “Lender”). This Exhibit A sets forth certain terms 

and conditions governing the transactions described in the Agreement. Capitalized terms 

used but not defined in this Exhibit A shall have the meaning ascribed to them in the 

Agreement. 

Article 1 

DEFINITIONS

Section 1.01 Definitions

As used in the Agreement, the terms listed in this Section 1 shall have the 

respective meanings set forth in this Section 1. 

 

 “Borrower”: Chrysler Receivables SPV LLC 

“Base Commitment Ceiling”: One Billion Dollars ($1,000,000,000). 

“ERISA Affiliate”: any trade or business (whether or not incorporated) that, 

together with the Borrower, is treated as a single employer under Section 414(b), (c), (m) 

or (o) of the Code or Section 4001(b)(i) of ERISA. 

“ERISA Affiliate Plan”: each Plan (i) that is currently maintained or 

administered by an ERISA Affiliate, or to which an ERISA Affiliate currently contributes 

(or is required to contribute), and (ii) that was, during the five (5) year period preceding 

the Closing Date, maintained or administered by an ERISA Affiliate, or to which an 

ERISA Affiliate contributed (or was required to contribute during such five (5) year 

period). 

“Initial Capital Contribution Amount”: Fifteen Million Dollars ($15,000,000) 

(the OEM’s initial capital contribution to the Borrower pursuant to Section 12 of the LLC 

Agreement). 

“Initial Commitment Ceiling”: One Billion Five Hundred Million Dollars 

($1,500,000,000). 

 “LLC Agreement”: the limited liability company agreement of Borrower, 

effective as of April 3, 2009. 

 “Multiemployer Plan”: has the meaning set forth in Section 3(37) of ERISA. 

 “PBGC”: the Pension Benefit Guaranty Corporation established pursuant to 

Subtitle A of Title IV of ERISA (or any successor).
Exhibit A – Page 2 

 “Plan”: any employee benefit plan as defined in Section 3(3) of ERISA, 

including any employee welfare benefit plan (as defined in Section 3(1) of ERISA), any 

employee pension benefit plan (as defined in Section 3(2) of ERISA), and any plan which 

is both an employee welfare benefit plan and an employee pension benefit plan. 

Articles 2 and 3 

INTENTIONALLY RESERVED

Article 4 

REPRESENTATIONS AND WARRANTIES

Section 4.01 Representations and Warranties of the Borrower

 (a)-(f) Intentionally Reserved. 

 (g) ERISA. 

 (i) The Borrower does not sponsor or maintain any Plan, and as of the 

date hereof does not have any material liability to the PBGC under Title IV of ERISA. 

 (ii) Attachment #1 to this Exhibit A sets forth (A) the name of each 

ERISA Affiliate Plan that is a defined benefit plan, within the meaning of Section 3(35) 

of ERISA, and each other ERISA Affiliate Plan that is subject to the minimum funding 

standards of Section 412 of the Code; and (B) the name, state of incorporation, and 

principal office of the sponsoring employer (and each contributing employer) with 

respect to each such Plan. 

 (iii) No assets of the Borrower or any ERISA Affiliate are subject to 

any Liens under ERISA or the Code with respect to any Plan, Multiemployer Plan or 

ERISA Affiliate Plan. For purposes of this subsection (iii), “ERISA Affiliate Plans” 

includes any Plan which an ERISA Affiliate previously maintained or to which it 

previously contributed (or had an obligation to contribute). 

 (iv) Each ERISA Affiliate Plan complies, in all material respects, with 

all applicable provisions of ERISA, the Code, and other Requirements of Law relating to 

such Plans in both form and operation. Each ERISA Affiliate Plan has been operated and 

administered in accordance with its terms in all material respects and each ERISA 

Affiliate Plan that is maintained or contributed to pursuant to the terms of a collective 

bargaining agreement complies, in all material respects, with the terms of all applicable 

collective bargaining agreements. All contributions due under the terms of such Plan 

have been made. 

 (v) With respect to each ERISA Affiliate Plan that is a defined benefit 

pension plan, as defined in Section 3(35) of ERISA: (A) such Plan has satisfied the 

minimum funding standards applicable to the Plan (without any variance or waiver); and 
Exhibit A – Page 3 

(B) there have not been any reportable events, as defined in Section 4043 of ERISA, with 

respect to which the 30 day notice requirement has not been waived. 

 (h)-(m) Intentionally Reserved. 

 (n) Location of Books and Records: 1000 Chrysler Drive 

 Auburn Hills, MI 38326 

 and 

 c/o Citibank N.A. 

 at the address set forth for notices to 

 the Servicer in Section 9.2 of the 

 Servicing Agreement

Article 5 

CONDITIONS PRECEDENT

Section 5.01 Conditions to Closing Date

 Required Legal Opinions: 

 (i) the legal opinion of Jones Day, special counsel to the Borrower as 

to certain matters; 

 (ii) the legal opinion of an attorney on the Legal Staff of the OEM as 

to certain matters; and 

 (iii) the legal opinion of Schulte Roth & Zabel LLP, special counsel to 

the Borrower as to certain matters. 

Article 6 

AFFIRMATIVE COVENANTS

Sections 6.01-6.09 Intentionally Reserved. 

Section 6.10 ERISA

 (a) With respect to any Multiemployer Plan or any ERISA Affiliate Plan that 

is a defined benefit plan, within the meaning of Section 3(35) of ERISA or that is 

otherwise subject to the minimum funding standards of Section 412 of the Code, (i) 

notify the Lender at least ten (10) days in advance if an ERISA Affiliate is expected to 

fail to timely make any contribution required under the Code, ERISA, the terms of the 

Plan or any applicable collective bargaining agreement, and (ii) notify the Lender within 
Exhibit A – Page 4 

three (3) days following an actual failure to make any required contribution described in 

subsection (a)(i) above. 

 (b) Notify the Lender promptly, and in any event within ten (10) days after the 

occurrence of (i) any reportable event, as defined in Section 4043 of ERISA, with respect 

to any ERISA Affiliate Plan, or (ii) any action by the PBGC to terminate an ERISA 

Affiliate Plan subject to Title IV of ERISA. 

 (c) Notify the Lender at least ten (10) days prior to (i) the establishment of 

any defined benefit plan, within the meaning of Section 3(35) of ERISA, not listed on 

Exhibit J; (ii) the amendment or termination of any other ERISA Affiliate Plan, if such 

amendment or termination could result in a Material Adverse Effect; or (iii) any 

application under Section 412 of the Code for a variance or waiver of the minimum 

funding standards. 

 (d) Notify the Lender within three (3) days following the issuance of a notice 

of intent to terminate (or an application for a distress termination) of any ERISA Affiliate 

Plan that is a defined benefit plan, within the meaning of Section 3(35) of ERISA and 

subject to Title IV of ERISA. 

 (e) Notify the Lender promptly, and in all events within three (3) days, after 

any occurrence which could subject any of the Borrower’s assets to any future material 

liability or Lien with respect to any Multiemployer Plan or ERISA Affiliate Plan. 

 (f) Notify the Lender promptly, and in all events within three (3) days, after 

receipt of any notice, claim, or assessment with respect to an ERISA Affiliate Plan or 

Multiemployer Plan that could have or result in a Material Adverse Effect. 

 (g) Promptly, and in any event within five (5) days after receipt of a request 

therefor, furnish the Lender with any information or document (including, but not limited 

to, plan documents and summaries, annual reports (Forms 5500), financial statements, 

actuarial valuations, and any other reports or records) requested by the Lender with 

respect to any ERISA Affiliate Plan. 

Article 7 

NEGATIVE COVENANTS

Sections 7.01-7.09 Intentionally Reserved. 

Section 7.10 ERISA

 Establish, maintain or sponsor any Plan or be obligated to establish, maintain or 

sponsor any Plan. 
Exhibit A – Page 5 

Article 8 

EVENTS OF DEFAULT

Section 8.01 Default

 (a)-(g) Intentionally Reserved

 (h) the imposition of any Lien under ERISA or the Code on the assets of the 

Borrower; 

 (i) the occurrence of a reportable event, as defined in Section 4043 of ERISA, 

with respect to an ERISA Affiliate Plan which, in the reasonable opinion of the Lender, 

could have a Material Adverse Effect; 

 (j) the occurrence or existence of any event or condition with respect to an 

ERISA Affiliate Plan or Multiemployer Plan, which, in the reasonable opinion of the 

Lender, could result in a Material Adverse Effect (including, without limitation, (i) the 

amendment or termination of an ERISA Affiliate Plan that results (or could result) in a 

Material Adverse Effect, and (ii) the withdrawal (mass, complete or partial) of an ERISA 

Affiliate from a Multiemployer Plan, or the receipt of any notice that a Multiemployer 

Plan to which an ERISA Affiliate contributes is or may become insolvent, within the 

meaning of Section 4245 of ERISA, or is or may be placed in reorganization, within the 

meaning of Section 4241 of ERISA). 

Article 9 

MISCELLANEOUS

Section 9.01 Intentionally Reserved

Section 9.02 Notices

 Addresses for Notices: 

Borrower: Chrysler Receivables SPV, LLC 

 c/o Chrysler LLC 

 1000 Chrysler Drive 

 Auburn Hills, MI 48326 

 Attention: General Counsel CIMS 485-14-78 

 Telecopy: 

 Telephone: 

 

with a copy to: 

 Chrysler LLC 

 1000 Chrysler Drive 
Exhibit A – Page 6 

 Auburn Hills, MI 48326 

 Attention: Senior Manager – Treasury 

CIMS 485-14-96 

 Telecopy: 

 Telephone: 

Lender: United States Department of the Treasury 

 1500 Pennsylvania Avenue, NW 

 Washington, DC 20220 

 Attention: Chief Counsel, Office of Financial Stability 

 Telecopy: 

 Email: 

 

 For borrowing requests: 

 Attention: Cash Management Officer 

 Telephone: 

 Email: 

 

 
Exhibit A – Page 7 

Attachment #1 

to Exhibit A 

Certain ERISA Affiliate Plans 

(A) ERISA Affiliate Plans: 

(i) Chrysler Pension Plan (amended and restated; effective as 

January 1, 2009) 

(ii) Chrysler Executive Salaried Employees’ Retirement Plan 

(effective as of January 1, 2009) 

(iii) Chrysler Salaried Employees’ Retirement Plan (amended and 

restated; effective as of January 1, 2009) 

(iv) Pension Agreement Between Chrysler and UAW (amended and 

restated; effective as of January 1, 2009) 

(v) Chrysler Subsidiaries’ Pension Plan (amended and restated; 

effective as of January 1, 2009) 

(vi) Chrysler – International Union, Security Police Fire Professionals 

of America (“SPFPA”) Pension Agreement (formerly known as 

UPGWA) (Effective December 31, 2008) 

(vii) Jeep Corporation – UAW Retirement Income Plan (amended and 

restated; effective as of January 1, 2009) 

(viii) Chrysler – IUE Pension Agreement (amended and restated; 

effective as of January 1, 2009) 

(ix) American Motors Corporation Retirement Income Plan 

(established on July 1, 1950; amended and restated; effective as of 

January 1, 2009) 

(x) GEMA UAW Pension Agreement (effective December 31, 2008) 

(xi) Contributions to Central States, Southeast and Southwest Areas 

Pension Fund (effective January 1, 1985; as amended through 

December 31, 2004) 

(B) the name, state of incorporation, and principal office of the sponsoring 

employer (and each contributing employer) with respect to each such Plan. 

Plans (i) through (ix): 
Exhibit A – Page 8 

Plan Sponsor: 

Chrysler LLC 

1000 Chrysler Drive 

Auburn Hills, MI 

Chrysler LLC is Delaware Limited Liability Corporation 

Plan (x): 

Plan Sponsor: 

Global Engine Manufacturing Alliance, LLC 

5800 N. Ann Arbor Road 

Dundee, MI 48131-9772 

Global Engine Manufacturing Alliance, LLC is a Delaware limited 

liability company 

Plan (xi): 

This plan is a Multiemployer Plan to which Chrysler LLC contributes. 

Plan Sponsor: 

Trustees of Central States, SE and SW Areas Pension Fund 

9377 W. Higgins Road 

Rosemont, IL 60018 
Exhibit B – Page 1 

Exhibit B—Form of Borrowing Request 

Dated as of [ ] 

Pursuant to Section 2.02 of the Credit Agreement dated as of April 7, 2009 

(as amended, modified or supplemented from time to time, the “Credit Agreement”; the 

terms defined therein being used herein as therein defined) among Chrysler Receivables 

SPV, LLC, as Borrower, and the United States Department of the Treasury, as Lender, 

the undersigned [Full Name], [Title], of [________________], as agent and attorney-infact of Borrower pursuant to the Servicing Agreement, hereby requests a drawdown 

under the Commitment on behalf of the Borrower as follows: 

1. The proposed Loan date is ________________________ (or if that day is 

not a Business Day, the next Business Day). 

2. The aggregate principal amount requested is $____________ 

3. The purpose(s) of the proposed Loan is (are) _______________________ 

4. Each applicable condition specified in Section 5.02 of the Credit 

Agreement is, or concurrently with the making of the Loan will be, 

satisfied on the date of this Borrowing Request. 

Disbursement Instructions: Disburse the proceeds of the Loan to the Collateral 

Account (as defined in the Credit Agreement). 

[signature page follows] 
Exhibit B – Page 2 

IN WITNESS WHEREOF, the undersigned has caused this Borrowing 

Request to be executed in its name and behalf by its duly authorized representative as of 

the date first above-written. 

 CHRYSLER RECEIVABLES SPV, LLC, 

 as Borrower 

By: CHRYSLER, LLC, its sole member 

By: CITIBANK, N.A., its agent and attorney-in-fact 

By: 

Name: 

Title: 
Exhibit C—Form of Security Agreement 
Execution Version 

BA0.226512 

SECURITY AGREEMENT 

dated as of April 7, 2009 

among 

CHRYSLER RECEIVABLES SPV LLC, 

as Borrower, 

UNITED STATES DEPARTMENT OF THE TREASURY, 

as Lender, 

CITIBANK, N.A.,

as Servicer 

and 

CITIBANK, N.A.,

as Collateral Agent
TABLE OF CONTENTS 

PAGE

Section 1 . Definitions........................................................................................................ 1 

Section 2 . Security Interest. .............................................................................................. 4 

Section 3 . Representations, Warranties and Covenants of the Borrower. ....................... 5 

Section 4 . Administration of Collateral............................................................................ 7 

Section 5 . Collateral Account and Application of Proceeds. ........................................... 9 

Section 6 . The Collateral Agent...................................................................................... 12 

Section 7 . Waivers; Amendment. .................................................................................... 21 

Section 8 . Notices............................................................................................................ 22 

Section 9 . Binding Effect................................................................................................. 22 

Section 10 . Intentionally reserved. ................................................................................. 22 

Section 11 . Expenses; Indemnity; Certain Damages...................................................... 22 

Section 12 . Successors and Assigns................................................................................ 23 

Section 13 . Counterparts. ............................................................................................... 24 

Section 14 . Severability. ................................................................................................. 24 

Section 15 . Integration.................................................................................................... 24 

Section 16 . Applicable Law. ........................................................................................... 24 

Section 17 . Submission to Jurisdiction; Venue; Etc. ...................................................... 25 

Section 18 . Confidentiality.............................................................................................. 25 

Section 19 . WAIVERS OF JURY TRIAL......................................................................... 26 

Section 20 . Limited Recourse. ........................................................................................ 26 

Section 21 . Headings. ..................................................................................................... 26 

Section 22 . Waiver of Right of Setoff.............................................................................. 26 

Section 23 . Instructions. ................................................................................................. 27 

Section 24 . Further Assurances...................................................................................... 27 

Section 25 . Intentionally Reserved. ................................................................................ 27 

Section 26 . Role of the Lender........................................................................................ 27 

Section 27 . No Petitions.................................................................................................. 27 

Section 28 . Limitation upon Certain Independent Actions by Secured Parties; No 

Challenges............................................................................................................. 27 

Section 29 . Termination.................................................................................................. 28 

Section 30 . Additional Inspection Rights........................................................................ 28 

Section 31 . No Merger of Title. ...................................................................................... 29 

Exhibit A Form of Account Control Agreement 

Exhibit B-1 Form of Incumbency Certificate of Lender 

Exhibit B-2 Form of Incumbency Certificate of Borrower 

Exhibit B-3 Form of Incumbency Certificate of Servicer 

Exhibit C Permitted Investments – Standing Orders 
SECURITY AGREEMENT 

This SECURITY AGREEMENT dated as of April 7, 2009 (this “Agreement”) 

among CHRYSLER RECEIVABLES SPV LLC, a Delaware limited liability company 

(the “Borrower”), UNITED STATES DEPARTMENT OF THE TREASURY, (the 

“Lender”), CITIBANK, N.A., a national banking association, as “servicer” under the 

Servicing Agreement (in such capacity, together with its Affiliates and successors in such 

capacity, the “Servicer”), and CITIBANK, N.A., a national banking association, as 

collateral agent for the Secured Parties (in such capacity, together with its successors in 

such capacity, the “Collateral Agent” and, together with the Servicer, the “Agents”). 

WHEREAS, concurrently with the execution and delivery of this Agreement, the 

Borrower and the Lender are entering into the Credit Agreement dated as of the date 

hereof (the “Credit Agreement”) pursuant to which the Lender has agreed to make the 

Loans to the Borrower thereunder upon the terms and subject to the conditions set forth 

therein; and 

WHEREAS, the proceeds of the Loans shall be used by the Borrower, among 

other purposes permitted under the Credit Agreement, to acquire Eligible Receivables 

pursuant to Supplier Agreements; and 

WHEREAS, it is a condition precedent to the obligations of the Lender to make 

the Loans to the Borrower under the Credit Agreement that the Borrower shall have 

executed and delivered this Agreement; and 

WHEREAS, contemporaneously herewith the Borrower and the Collateral Agent 

are executing and delivering the Account Control Agreement; and 

WHEREAS, the Borrower has engaged the Servicer to perform certain tasks in 

connection with Eligible Receivables pursuant to the Servicing Agreement; and 

WHEREAS, the Borrower and the Lender agree that the Collateral Agent shall 

administer the Collateral, and the Collateral Agent is willing to administer the Collateral, 

pursuant to the terms and conditions set forth herein; 

NOW THEREFORE, in consideration of the foregoing and other good and 

valuable consideration, the receipt and sufficiency of which are hereby acknowledged, 

the Parties agree as follows: 

Section 1. Definitions. 

(a) Terms Defined in Credit Agreement. Terms defined in the Credit 

Agreement and not otherwise defined in this Section have, as used herein, the respective 

meanings provided for therein. The rules of construction specified in Section 1.02 of the 

Credit Agreement also apply to this Agreement. 

(b) Terms Defined in UCC. As used herein, each of the following terms has the 

meaning specified in the UCC: 
2 

Term UCC Section

Account 9-102 

Adverse Claim 8-102 

Authenticate 9-102 

Chattel Paper 9-102 

Deposit Account 9-102 

Document 9-102 

Entitlement Holder 8-102 

Financial Asset 8-102 & 8-103 

General Intangibles 9-102 

Instrument 9-102 

Investment Property 9-102 

Letter-of-Credit Right 9-102 

Proceeds 9-102 

Security 8-102 

Securities Account 8-501 

Security Entitlement 8-102 

Supporting Obligation 9-102 

(c) Additional Definitions. The following additional terms, as used herein, 

have the following meanings: 

“Account Control Agreement” means an Account Control Agreement 

substantially in the form of Exhibit A among the Borrower, the Collateral Agent, and 

Citibank, N.A., as securities intermediary. 

“Collateral” has the meaning set forth in Section 2(a) hereof. 

“Collateral Account” means, collectively, the account and sub-accounts 

thereunder, which are Deposit Accounts or Securities Accounts, maintained by the 

Borrower with the Collateral Agent for the purpose of holding property pursuant to this 

Agreement. 

“Contingent Interest” has the meaning set forth in Section 5(f) hereof. 

“Control” has the meaning specified in UCC Section 8-106, 9-104, 9-105, 9-106 

or 9-107, as may be applicable to the relevant Collateral. 

“Costs and Expenses” means each of the following: (i) all reasonable costs, 

disbursements (including any advances or overdrafts) and expenses (including 

indemnities) incurred or paid by, or owing to, each Agent (including the Fees) or the 

Lender and their respective advisors, agents and counsel, in each case in connection with 

(A) the administration of the Collateral (including the Collateral Account) and the 

delivery and performance of the Transaction Documents, and any amendment, 

supplement or modification to the Transaction Documents, (B) the enforcement, exercise 

or preservation of any rights or remedies under the Transaction Documents and such 

other instruments and documents related thereto, including, in the case of clauses (A) and 
3 

(B), reasonable legal, audit, accounting and other professional fees and expenses of any 

service providers in each case payable pursuant to the Transaction Documents or a 

Supplier Agreement; provided that no such expenses, fees, charges and disbursements 

shall be charged separately to the extent they are covered as part of the agreed payments 

of Fees to either of the Agents (or otherwise), and (C) all taxes (excluding any income or 

franchise taxes) that are imposed on either of the Agents as a result of performing their 

respective duties under the Transaction Documents or a Supplier Agreement; (ii) all 

reasonable out-of-pocket fees, costs and expenses incurred, paid or payable by the 

Borrower or OEM in connection with the administration and preservation of the 

Borrower, including all reasonable audit, accounting, legal and other professional fees 

and expenses and other administrative costs of the Borrower to the extent payable by the 

Borrower or OEM pursuant to the Transaction Documents, the Paying Services 

Agreement or a Supplier Agreement; and (iii) all taxes that are determined to be owing 

by the Borrower from time to time. 

“Fees” means the fees of the Collateral Agent payable hereunder and the fees of 

the Servicer payable in accordance with the Servicing Agreement. 

“Final Distribution Date” has the meaning set forth in Section 5(e) hereof. 

“Indemnitee” has the meaning set forth in Section 11(b). 

“Officer’s Certificate” means, with respect to any entity, a certificate signed by 

the Chairperson, the Vice Chairperson, the President, any Vice President, any Assistant 

Vice President, the Treasurer, any Assistant Treasurer, the Secretary, any Assistant 

Secretary, or any other duly authorized signatory of such entity or the sole (or, if more 

than one, managing) member thereof. 

“Party” means a party to this Agreement. 

“Payment Calculation Report” means a report prepared by the Servicer 

pursuant to Section 3.3 of the Servicing Agreement and used as a basis for the Lender to 

approve payments to be made by the Borrower on the Payment Date scheduled to occur 

immediately succeeding delivery thereof. 

“Permitted Investments” means investments consistent with the investment plan 

set forth on Exhibit C or such other investments approved in writing by the Lender. 

“Proper Instructions” has the meaning set forth in Section 6(a)(iii). 

“Qualifying Control Agreement” means, with respect to Investment Property 

credited to any Securities Account, an agreement (including the Account Control 

Agreement) executed by the applicable securities intermediary in form and substance 

reasonably satisfactory to the Lender and the Collateral Agent. 

“Responsible Officer” has the meaning set forth in Section 6(a)(ii). 
4 

“Secured Obligations” means collectively, (a) the Borrower’s respective 

obligations to each of the Lender, the Collateral Agent, and the Servicer under each 

Transaction Document, including, without limitation, all Costs and Expenses, Obligations 

and indemnity amounts owed hereunder and thereunder; and (b) the Pledgor’s respective 

obligations to each of the Lender, the Collateral Agent, and the Servicer under each 

Transaction Document to which it is a party, including, without limitation, all Costs and 

Expenses, Obligations and indemnity amounts owed hereunder and thereunder. 

“Secured Parties” means the holders from time to time of the Secured 

Obligations. 

“Security Interest” means the security interest in the Collateral granted 

hereunder. 

“UCC” means the Uniform Commercial Code as in effect from time to time in the 

State of New York; provided that if perfection or the effect of perfection or non 

perfection or the priority of the Security Interest on any Collateral is governed by the 

Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, 

“UCC” means the Uniform Commercial Code as in effect from time to time in such other 

jurisdiction for purposes of the provisions hereof relating to such perfection, effect of 

perfection or non perfection or priority. 

“Waterfall” means the priority of payments set forth in Section 5(e). 

Section 2. Security Interest.

(a) In order to secure the Secured Obligations, the Borrower hereby grants to 

the Collateral Agent for the benefit of the Secured Parties a continuing security interest in 

all of the following property of the Borrower whether now owned or existing or hereafter 

acquired or arising and regardless of where located (the “Collateral”): 

(i) all Purchased Receivables and all of the Borrower’s rights under 

the Transaction Documents; 

(ii) all right, title and interest of the Borrower in the Collateral 

Account, each Deposit Account and each Securities Account, and for each such 

Securities Account, all Financial Assets held therein or credited thereto (including 

all cash, Instruments and Investment Property) and all Security Entitlements in 

respect thereof; 

(iii) Borrower’s rights under all Supplier Agreements; 

(iv) all Accounts; 

(v) all Chattel Paper; 

(vi) all cash and Deposit Accounts; 
5 

(vii) all Documents; 

(viii) all General Intangibles; 

(ix) all Instruments; 

(x) all Investment Property; 

(xi) all Letter-of-Credit Rights; 

(xii) all books and records of the Borrower pertaining to any of its 

Collateral; and 

(xiii) all Proceeds of the Collateral described in the foregoing clauses (ii) 

through (xii). 

(b) With respect to each right to payment or performance included in the 

Collateral from time to time, the Security Interest granted therein includes a continuing 

security interest in (i) any Supporting Obligation that supports such payment or 

performance and (ii) any Lien that (x) secures such right to payment or performance or (y) 

secures any such Supporting Obligation. 

(c) The Security Interest is granted as security only and shall not subject the 

Collateral Agent or any other Secured Party to, or transfer or in any way affect or modify, 

any obligation or liability of the Borrower with respect to any of the Collateral or any 

transaction in connection therewith. 

Section 3. Representations, Warranties and Covenants of the Borrower. 

 The Borrower represents and warrants to the Agents and the Lender as of the date 

hereof, and covenants with the Agents and the Lender, as follows: 

(a) The Borrower is a limited liability company, validly existing and in good 

standing under the laws of the State of Delaware. The Borrower’s exact legal name is 

correctly set forth on the signature page hereof. The Borrower’s mailing address is c/o 

Chrysler LLC, 1000 Chrysler Drive, Auburn Hills, Michigan 48326, Attention: General 

Counsel CIMS 485-14-78, and the address of its registered office is The Corporation 

Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 

19801. The Borrower will provide the Collateral Agent with at least 60 days’ prior 

written notice of any change in the Borrower’s name, form, jurisdiction of organization, 

organizational identification number, federal tax identification number, mailing address 

or the address of its registered office from that provided to the Collateral Agent on the 

Closing Date. 

(b) The Borrower has good title to all of the Collateral, and has not granted any 

security interest in, or Lien on, any of the Collateral other than Permitted Liens. The 

Borrower has full power and authority to grant to the Collateral Agent (for the benefit of 

the Secured Parties) the Security Interest. The Borrower has not performed any acts that 
6 

would reasonably be expected to prevent the Collateral Agent from enforcing any of the 

provisions of this Agreement. No financing statement, security agreement, mortgage or 

similar or equivalent document or instrument covering all or part of the Collateral is on 

file or of record in any jurisdiction in which such filing or recording would be effective to 

perfect or record a Lien on such Collateral except for Permitted Liens. After the date of 

this Agreement, no Collateral will be in the possession or under the Control of any other 

Person having a claim thereto or security interest therein, other than Permitted Liens. 

The Borrower will defend the right, title and interest of the Secured Parties in and to all 

Collateral against all adverse claims and demands of all Persons whomsoever, subject to 

the rights of holders of any Permitted Lien. 

(c) The Security Interest on all Collateral owned by the Borrower (i) has been 

validly created, (ii) is one of first priority subject to Permitted Liens, (iii) will attach to 

each item of such Collateral on the Closing Date (or, if the Borrower first obtains rights 

thereto on a later date, on such later date) and (iv) when so attached, will secure all the 

Secured Obligations. 

(d) When a UCC financing statement describing the Collateral as “all assets” or 

“all personal property” (or other words to that effect) has been filed with the Secretary of 

State of the State of Delaware, the Security Interest will constitute a perfected security 

interest in the Collateral to the extent that a security interest therein may be perfected by 

filing a financing statement pursuant to the Uniform Commercial Code in effect in the 

State of Delaware, prior to all Liens and rights of others therein, subject to Permitted 

Liens. Except for the filing of such UCC financing statement, no registration, recordation 

or filing with any governmental body, agency or official is required in connection with 

the execution or delivery of this Agreement, the Account Control Agreement, or any 

Qualifying Control Agreement or is necessary for the validity or enforceability thereof or 

for the perfection or due recordation of the Security Interest or for the enforcement of the 

Security Interest. 

(e) The Borrower will, from time to time, at its expense, execute, deliver, file 

and record any statement, assignment, instrument, document, agreement or other paper 

and take any other action (including any filing of financing or continuation statements 

under the UCC) that from time to time may be necessary or desirable, or that the 

Collateral Agent may reasonably request, in order to (i) create, preserve, perfect, confirm 

or validate the Security Interest, (ii) cause the Collateral Agent to have Control of any 

item of Collateral (if applicable), (iii) enable the Collateral Agent or the Secured Parties 

to obtain the full benefits of the Security Documents or (iv) enable the Collateral Agent 

to exercise and enforce any of its rights, powers and remedies with respect to the 

Collateral. The Borrower authorizes the Collateral Agent to execute and file such 

financing statements or continuation statements in such jurisdictions with such 

descriptions of collateral (including “all assets” or “all personal property” or other 

words to that effect) and other information set forth therein as the Collateral Agent may 

deem necessary or desirable for the purposes set forth in the preceding sentence. The 

Borrower also ratifies its authorization for the Collateral Agent to file in any such 

jurisdiction any initial financing statements or amendments thereto if filed prior to the 

date hereof. 
7 

(f) The Borrower will, promptly upon request, provide to the Collateral Agent 

all information and evidence concerning the Collateral that the Collateral Agent may 

reasonably request from time to time to enable it to enforce the provisions of this 

Agreement. 

(g) Promptly following a request from the Collateral Agent or the Lender to do 

so, and at the Borrower’s own expense, the Borrower agrees (i) to take all such lawful 

action as the Collateral Agent or the Lender may reasonably request to compel or secure 

the performance and observance by any obligor of its obligations to the Borrower under 

or in connection with (A) agreements or instruments pursuant to which any Collateral is 

issued in accordance with the terms thereof (provided that such action is not inconsistent 

with or in violation of any of the Borrower’s obligations under such agreements or 

instruments), (B) any Transaction Document in accordance with the terms thereof 

(provided that such action is not inconsistent with or in violation of any of the Borrower’s 

obligations under such Transaction Documents), and (C) any Supplier Agreement in 

accordance with the terms thereof (provided that such action is not inconsistent with or in 

violation of any of the Borrower’s obligations under such Supplier Agreement) and (ii) to 

exercise any and all rights, remedies, powers and privileges lawfully available to the 

Borrower, as owner of the Collateral, under or in connection with such agreements or 

instruments, or under or in connection with any Transaction Document or Supplier 

Agreement, in each case to the extent and in the manner reasonably directed by the 

Collateral Agent or by the Lender, including the transmission of notices of default and 

the institution of legal or administrative actions or proceedings to compel or secure 

performance by any such Person of its obligations thereunder. The Borrower further 

agrees that it will not (A) exercise any right, remedy, power or privilege available to it 

under or in connection with the agreements or instruments pursuant to which any 

Collateral is issued or under or in connection with any Transaction Document or any 

Supplier Agreement, (B) take any action to compel or secure performance or observance 

by any Person of its obligations to the Borrower as holder of the Collateral under or in 

connection with such agreements or instruments or under or in connection with any 

Transaction Document or Supplier Agreement or (C) give any consent, request, notice, 

direction, approval, extension or waiver to any Person under the agreements or 

instruments pursuant to which any Collateral is issued or under any Transaction 

Document or any Supplier Agreement, in each case not required to be exercised, taken, 

observed or given by the Borrower pursuant to the terms thereof unless, in each case, it 

has obtained the prior written consent of the Lender and such action is not inconsistent 

with or in violation of any of the Borrower’s obligations under such agreements, 

instruments or Transaction Documents or Supplier Agreements, as the case may be. 

(h) The Borrower owns no assets other than the Collateral. 

Section 4. Administration of Collateral. 

(a) The Collateral Agent shall at all times have all the rights of a secured party 

under the UCC (whether or not in effect in the jurisdiction where such rights are 

exercised) with respect to the Collateral. In addition, the Collateral Agent shall, upon 

Proper Instructions from the Lender, but only while an Event of Default has occurred and 
8 

is continuing, sell, lease, license or otherwise Dispose of the Collateral or any part thereof, 

in one or more parcels at public or private sale, at any exchange, broker’s board or at any 

of Collateral Agent’s offices or elsewhere, for cash, on credit or for future delivery, at 

such time or times and at such price or prices and upon such other terms as the Collateral 

Agent may deem commercially reasonable, irrespective of the impact of any such sales 

on the market price of the Collateral. To the maximum extent permitted by applicable 

law, any Secured Party may be the purchaser of any or all of the Collateral at any such 

sale and (with the consent of the Lender, which may be withheld in its reasonable 

discretion) shall be entitled, for the purpose of bidding and making settlement or payment 

of the purchase price for all or any portion of the Collateral sold at any such public sale, 

to use and apply all or any part of its Secured Obligations as a credit on account of the 

purchase price of any Collateral payable at such sale. Upon any sale of Collateral by the 

Collateral Agent (including pursuant to a power of sale granted by statute or under a 

judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale 

shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and 

such purchaser or purchasers shall not be obligated to see to the application of any part of 

the purchase money paid over to the Borrower or such officer or be answerable in any 

way for the misapplication thereof. Each purchaser at any such sale shall hold the 

property sold absolutely free from any claim or right on the part of the Borrower, and the 

Borrower hereby waives (to the extent permitted by law) all rights of redemption, stay or 

appraisal that it now has or may at any time in the future have under any rule of law or 

statute now existing or hereafter enacted. The Collateral Agent shall not be obligated to 

make any sale of Collateral regardless of notice of sale having been given. The Collateral 

Agent may adjourn any public or private sale from time to time by announcement at the 

time and place fixed therefor, and such sale may, without further notice, be made at the 

time and place to which it was so adjourned. To the maximum extent permitted by law, 

the Borrower hereby waives any claim against the Collateral Agent arising because the 

price at which any Collateral may have been sold at such a private sale was less than the 

price that might have been obtained at a public sale, even if the Collateral Agent accepts 

the first offer received and does not offer such Collateral to more than one offeree. The 

Collateral Agent may, with the consent of the Lender, disclaim any warranty, as to title or 

as to any other matter, in connection with such sale or other Disposition, and its doing so 

shall not be considered adversely to affect the commercial reasonableness of such sale or 

other Disposition. 

(b) If the Collateral Agent sells any of the Collateral upon credit, the Borrower 

will be credited only with payment actually made by the purchaser and received by the 

Collateral Agent. If the purchaser fails to pay for the Collateral, the Collateral Agent 

may resell the same, subject to the same rights and duties set forth herein. 

(c) Any and all interest and other cash and non-cash distributions in respect of 

any Collateral, any and all payments received upon Disposition of any Collateral and any 

and all other Proceeds of any Collateral shall be paid directly to, and shall be received 

and held in, the Collateral Account. If any Proceeds of the Collateral are received by the 

Borrower otherwise than in the Collateral Account, such Proceeds shall be so received in 

trust for the Collateral Agent, shall be segregated from other funds and property of the 
9 

Borrower and shall be forthwith delivered to the Collateral Agent for deposit in the 

Collateral Account in the same form as received, with any necessary endorsements. 

Section 5. Collateral Account and Application of Proceeds. 

(a) Collateral Account. The Collateral Agent shall have Control over the 

Collateral Account. The Borrower and the Collateral Agent shall always be party to the 

Account Control Agreement. The Collateral Account may be sub-divided into subaccounts. 

(b) Access to Collateral Account in the Absence of an Event of Default. The 

Borrower, or the Servicer acting on its behalf, will not direct the Collateral Agent to 

make any transfers or withdrawals from the Collateral Account except that, provided no 

Event of Default has occurred and is continuing, the Borrower, or the Servicer acting on 

its behalf, may by Proper Instructions direct the Collateral Agent to transfer amounts in 

the Collateral Account to the Servicer on behalf of the Borrower: 

(i) for application in accordance with the Waterfall, 

(ii) to repay the outstanding principal amount of the Loans, including 

any prepayments in accordance with Section 2.04(b) of the Credit Agreement, 

(iii) to pay the accrued but unpaid interest outstanding on the Loans in 

accordance with Section 5(d), 

(iv) to (A) pay Costs and Expenses incurred by, or in the name of, the 

Borrower or OEM that are due and payable pursuant to Proper Instructions from 

the Lender or its designee (which Proper Instructions may be set forth in Lender’s 

approval of a Payment Calculation Report), (B) reimburse the Agents for any 

monies improperly credited to the Collateral Account or in connection with failed 

trades, assumed settlements, returned funds, bounced checks, other account 

overdrafts or advances of cash or securities pursuant to the Account Control 

Agreement; and (C) pay investment execution expenses incurred by the Agents 

pursuant to a Proper Instruction, 

(v) to fund, on the date of such withdrawal, payment by the Borrower, 

or the Servicer acting on its behalf, of (A) the Purchase Price for Eligible 

Receivables then due pursuant to Supplier Agreements and (B) any amount 

payable to a Supplier by Borrower pursuant to clause (ii) of Section 2.3(d) of the 

applicable Supplier Agreement, 

(vi) to invest in Permitted Investments to be held in the Collateral 

Account pursuant to Section 5(h), or 

(vii) otherwise in accordance with Proper Instructions from the Lender. 

(c) Access to Collateral Account during an Event of Default. While an Event 

of Default has occurred and is continuing (i) neither the Borrower, nor the Servicer acting 
10 

on its behalf, shall be entitled to direct the Collateral Agent to make any transfers or 

withdrawals from the Collateral Account, and (ii) all amounts in the Collateral Account 

and all cash and non-cash proceeds of the Collateral may be applied by or withdrawn by 

the Lender in its sole discretion upon Proper Instructions to the Collateral Agent, less any 

Costs or Expenses of any Agent. If an Event of Default has occurred and is continuing 

the Lender may direct the Collateral Agent to open sub-accounts of the Collateral 

Account, provided that Costs and Expenses of the Agents should in all cases be paid first. 

(d) Periodic Interest Payments. Amounts available in the Collateral Account as 

of each Payment Determination Date shall be distributed by the Collateral Agent in 

accordance with Proper Instructions from the Borrower, or the Servicer acting on its 

behalf (or by the Collateral Agent at the written direction of the Lender, if an Event of 

Default has occurred and is continuing), on the first following Payment Date in 

accordance with a Payment Calculation Report delivered to the Collateral Agent, and 

approved by, the Lender in accordance with the Servicing Agreement prior to such 

Payment Date, to pay accrued but unpaid interest (including Post-Petition Amounts, to 

the fullest extent permitted by applicable law, but excluding Contingent Interest) 

outstanding on the Loans. 

(e) Application of Proceeds at Maturity. If as of the Maturity Date all non-cash 

Collateral has not been fully liquidated and Disposed of and all proceeds thereof have not 

been deposited in the Collateral Account, then as of the Maturity Date, all amounts 

available in the Collateral Account, after establishment of a reserve in an amount 

determined by the Lender to cover Costs and Expenses anticipated to be incurred from 

the Maturity Date to the date when all non-cash Collateral has been fully liquidated and 

Disposed of and all proceeds thereof deposited in the Collateral Account (the “Final 

Distribution Date”), shall be distributed by the Collateral Agent at the direction of the 

Lender in the following order of priority: 

first, to pay any Costs and Expenses then due and payable and any 

indemnity amounts and any other amounts then owing under any of the 

Transaction Documents to any Person, in each case, to the extent such Costs and 

Expenses and indemnity amounts and other amounts, as applicable, have been 

incurred no later than two Business Days prior to the Maturity Date and have been 

invoiced no later than the Maturity Date, which payments shall be distributed to 

the Persons to whom such amounts are owing; provided that to the extent that 

amounts on deposit in the Collateral Account are insufficient to pay all amounts 

that are owing pursuant to this clause first, amounts will be distributed first to pay 

the full amount owed to Collateral Agent under this clause first, next to pay the 

full amount owed to the Servicer under this clause first and then, if any amounts 

are remaining in the Collateral Account, ratably to the other Persons to whom 

such amounts are owed pursuant to this clause first; 

second, to pay the accrued but unpaid interest (including Post-Petition 

Amounts, to the fullest extent permitted by applicable law, but excluding 

Contingent Interest) outstanding on the Loans, until such accrued but unpaid 

interest shall have been paid in full; 
11 

third, to pay the outstanding principal amount of the Loans until such 

outstanding principal amount shall have been paid in full; 

fourth, to pay any other Secured Obligations (other than Contingent 

Interest) then outstanding; and 

last, to pay to the Lender an amount equal to four percent (4%) of the 

amount of the Commitment Ceiling on the last day of the Availability Period (the 

“Exit Fee”). 

(f) Application of Proceeds at Final Distribution Date. On the Final 

Distribution Date, all amounts available in the Collateral Account shall be distributed by 

the Collateral Agent at the direction of the Lender in the following order of priority: 

first, to make the payments in the amounts and in the priorities established 

in the Waterfall (with references therein to the Maturity Date to be construed to 

mean references to the Final Distribution Date); 

second, to pay the Lender any amounts remaining due in respect of the 

Exit Fee; 

third, to pay to the Lender an amount equal to fifty percent (50%) of the 

amounts remaining in the Collateral Account (together with the Exit Fee, 

“Contingent Interest”); and 

last, the balance to the Borrower. 

(g) Notice of Adverse Claims. The Collateral Agent shall give the Borrower 

and the Lender prompt notice if (i) the Collateral Agent receives written notice or (ii) (A) 

any officer or employee of the Collateral Agent involved with the administration of the 

transactions and agreements contemplated by this Agreement and the other Transaction 

Documents and the Collateral, (B) any officer or employee within the Collateral Agent’s 

office of the general counsel or office of the corporate secretary, (C) any officer or 

employee employed in the corporate trust division or to whom corporate trust matters are 

generally referred or (D) any other officer of the Collateral Agent receives written notice 

that the Collateral Account becomes subject to any writ, order, judgment, warrant of 

attachment, execution, similar process, or other adverse claim. 

(h) Permitted Investments of Funds in the Collateral Account. Any funds held 

in the Collateral Account shall be invested, and the proceeds of investments shall be 

reinvested, by the Collateral Agent in accordance with Proper Instructions from the 

Borrower, or the Servicer acting on its behalf, in Permitted Investments, or, if any Event 

of Default has occurred and continuing, in accordance with Proper Instructions from the 

Lender or its designee. The Collateral Agent (i) shall be entitled to rely on instructions 

with respect to investments contained in any such Proper Instruction and shall have no 

obligation to confirm that such investments are Permitted Investments and (ii) shall not 

be responsible or liable for any loss resulting from the investment performance of an 

investment or reinvestment of funds held in the Collateral Account and shall not be 
12 

responsible for giving any investment advice. In the absence of any Proper Instruction, 

the Collateral Agent shall not be under any obligation or duty to invest (or pay interest on) 

funds held in the Collateral Account. 

(i) Statement of Account. The Collateral Agent from time to time shall provide 

the Borrower and the Lender upon written request with statements of account relative to 

the Collateral Account in accordance with the Collateral Agent’s customary practices; 

provided that (x) statements of account shall be provided to each of the foregoing Persons 

not less frequently than monthly notwithstanding the lack of a written request and (y) to 

the extent that the information contained in such statements of account is supplied by an 

institution or institutions other than the Collateral Agent, the Collateral Agent shall not be 

responsible for the correctness or accuracy of the information received by. However, if 

such information is not provided to the Collateral Agent by the time specified in this 

Agreement or in the other Transaction Documents and, where relevant, in the form set 

out in the relevant Transaction Document, or if such information is manifestly incorrect, 

the Collateral Agent shall use reasonable efforts to make the necessary calculations and 

shall incur no liability hereunder for any consequence resulting from making such 

calculations other than as a result of its negligence, bad faith, willful misconduct or 

fraudulent actions. 

(j) Instructions for Payment. Any Officer’s Certificate and Proper Instruction 

given to the Collateral Agent for payment out of the Collateral Account pursuant to this 

Agreement, including the Payment Calculation Report (when approved by Lender, which 

approval shall constitute Proper Instructions with respect to the disbursements reflected 

in such Payment Calculation Report), shall set forth on the face thereof the specific 

amounts of the allocations, payments, amounts, deposits, transfers or withdrawals 

addressed therein and such other information as shall be sufficient to enable the 

Collateral Agent to carry out the instructions and take the related actions in accordance 

with this Agreement. The Collateral Agent shall promptly comply with any such Proper 

Instruction made in accordance with the provisions of this Agreement. 

Section 6. The Collateral Agent. 

(a) Employment of Collateral Agent and Property to be Held. 

(i) Each Secured Party hereby appoints the Collateral Agent as an 

agent of such Secured Party and custodian of the Collateral and authorizes and 

directs the Collateral Agent (A) to sign and deliver the Security Documents as 

collateral agent and (B) to take such actions on its behalf and to perform such 

obligations as are delegated to the Collateral Agent by the express terms of the 

Transaction Documents. The Collateral Agent accepts such appointment. The 

provisions of this Section 6 are solely for the benefit of the Collateral Agent and 

each Secured Party, and neither the Borrower nor the Servicer shall have any 

rights as a third party beneficiary of any of such provisions. 

(ii) Concurrently with the execution of this Agreement, and from time 

to time thereafter, as appropriate, (A) the Lender shall deliver to the Collateral 
13 

Agent, duly certified by an authorized officer of the Lender a certificate 

substantially in the form set forth in Exhibit B-1 hereof setting forth the names, 

titles, signatures and scope of authority of all persons authorized to give Proper 

Instructions or any other notice, request, direction, instruction, certificate or 

instrument on behalf of Lender (each such person, a “Responsible Officer” of 

Lender); (B) the Borrower shall deliver to the Collateral Agent, duly certified by 

an authorized officer of the Borrower a certificate substantially in the form set 

forth in Exhibit B-2 hereof setting forth the names, titles, signatures and scope of 

authority of all persons authorized to give Proper Instructions or any other notice, 

request, direction, instruction, certificate or instrument on behalf of the Borrower 

(each such person, or the sole (or, if more than one, managing) member thereof, a 

“Responsible Officer” of Borrower), and (C) the Servicer shall deliver to the 

Collateral Agent, duly certified by an authorized officer of the Servicer a 

certificate substantially in the form set forth in Exhibit B-3 hereof setting forth the 

names, titles, signatures and scope of authority of all persons authorized to give 

Proper Instructions or any other notice, request, direction, instruction, certificate 

or instrument on behalf of the Servicer (each such person, a “Responsible 

Officer” of the Servicer). Each such certificate may be accepted and relied upon 

by the Collateral Agent as conclusive evidence of the facts set forth therein and 

shall be considered to be in full force and effect until receipt by the Collateral 

Agent of a similar certificate to the contrary. 

(iii) “Proper Instructions,” as such term is used throughout this 

Agreement and other Transaction Documents, means a writing signed by a 

Responsible Officer of the Lender, the Borrower or the Servicer, as applicable. 

Proper Instructions may be standing instructions. Each such writing shall set 

forth the specific transaction or type of transaction involved and may set forth any 

appropriate procedures to be followed. Proper Instructions may include 

communications effected (x) directly between electro-mechanical or electronic 

devices in accordance with security procedures agreed to by the Collateral Agent 

and the Lender in any such writing or (y) by other means if and to the extent that 

the Person issuing the Proper Instructions and the Collateral Agent shall have 

agreed in writing to permit such other means. 

(b) Certain Collateral Agent Actions. 

(i) Before the Collateral Agent acts or refrains from acting, it may, in 

the absence of Proper Instructions, require an Officer’s Certificate of the Lender 

and/or an opinion of counsel satisfactory to the Collateral Agent with respect to 

the proposed action or inaction. The Collateral Agent shall not be liable for any 

action it takes or omits to take in good faith in reliance on such certificate or 

opinion. Whenever in the administration of any Transaction Document the 

Collateral Agent shall deem it necessary or desirable that a matter be provided or 

established prior to taking or suffering or omitting to take any act hereunder or 

under any of the other Transaction Documents, such matter (unless other evidence 

with respect thereto be herein or therein specifically prescribed) may, in the 

absence of negligence, bad faith, willful misconduct or fraudulent action on the 
14 

part of the Collateral Agent, be deemed to be conclusively proved and established 

by an Officer’s Certificate of the Lender delivered to the Collateral Agent, and 

such certificate, in the absence of negligence, bad faith, willful misconduct or 

fraudulent action on the part of the Collateral Agent, shall be full warrant to the 

Collateral Agent for any action taken, suffered or omitted to be taken by it under 

the provisions of any Transaction Document upon the faith thereof. 

(ii) In each case that the Collateral Agent may or is required hereunder 

or under any other Transaction Document to take any action, including to make 

any determination or judgment, to give consents, to exercise rights, remedies, 

powers or privileges, to release or sell collateral or otherwise to act hereunder or 

under any other Transaction Document, the Collateral Agent may seek direction 

from the Lender. The Collateral Agent shall not have any duty to take any 

discretionary action or exercise any discretionary powers, but shall be required to 

act or refrain from acting solely upon the written direction of the Lender, and the 

Collateral Agent shall not be liable with respect to any action taken or omitted to 

be taken by it in good faith in accordance with such direction. If the Collateral 

Agent shall request direction from the Lender with respect to any action, the 

Collateral Agent shall be entitled to refrain from such action unless and until such 

Collateral Agent shall have received direction from the Lender, and the Collateral 

Agent shall not incur liability to any Person by reason of so refraining. 

(c) Duties of the Collateral Agent with Respect to Property of the Borrower. 

(i) Bank Accounts. The Collateral Agent shall open and maintain a 

separate securities or deposit account or accounts in the United States in the name 

of the Borrower subject only to draft, order, or other instructions pursuant to the 

terms of this Agreement, the Account Control Agreement and applicable 

Qualifying Control Agreements (A) in accordance with Proper Instructions from 

Borrower, or the Servicer acting on its behalf, so long as no Event of Default has 

occurred and is continuing or (B) in accordance with Proper Instructions from the 

Lender while an Event of Default has occurred and is continuing. The Collateral 

Agent shall hold in such account or accounts, subject to the provisions hereof, all 

cash received by it from or for the account of the Borrower. Any such account 

shall, absent a Proper Instruction to the contrary, be held as a sub-account of the 

Collateral Account. Upon and during the continuance of any Event of Default, 

the Lender shall have the right to notify any or all Persons party to the Account 

Control Agreement or any Qualifying Control Agreement of the occurrence and 

continuance of an Event of Default and other appropriate circumstances, and 

exercise control over and take possession or custody of any or all Collateral in the 

possession, custody or control of such other Persons. 

(ii) Perfection by Control. The Borrower shall furnish the Collateral 

Agent with properly executed Qualifying Control Agreements and evidence of the 

placement of a restrictive legend with respect to any Collateral in which a security 

interest perfected by control or accompanied by such restrictive legending shall 

have priority as against a lien creditor, a purchaser of such Collateral from the 
15 

Borrower, or a security interest perfected by Persons not having control or not 

accompanied by such restrictive legending, in each case in form and substance 

acceptable to the Collateral Agent and sufficient under applicable law so that the 

Collateral Agent, for the benefit of the Secured Parties, shall have a security 

interest in all such Collateral perfected by control. 

(iii) Maintenance of Investment Property. Except with the express 

prior written consent of the Lender, or the Collateral Agent acting at its direction 

in each instance, all Investment Property securing the Secured Obligations shall 

be maintained at all times in the form of (A) certificated securities, which 

certificates shall have been delivered to the Collateral Agent together with duly 

executed undated stock powers endorsed in blank pertaining thereto, or (B) 

security entitlements credited to one or more securities accounts as to each of 

which the Collateral Agent has received (1) copies of the account agreement 

between the applicable securities intermediary and the Borrower and the most 

recent statement of account pertaining to such securities account (each certified to 

be true and correct by an officer of the Borrower) and (2) a Qualifying Control 

Agreement from the applicable securities intermediary which remains in full force 

and effect and as to which the Lender, or the Collateral Agent acting at its 

direction, has not received any notice of termination. Without limiting the 

generality of the foregoing, Borrower shall not cause, suffer or permit any 

Investment Property to be credited to or maintained in any securities account 

except in each case upon giving not less than thirty (30) days’ prior written notice 

to the Collateral Agent and taking or causing to be taken at Borrower’s expense 

all actions required by Section 6(c)(ii) and this Section 6(c)(iii), as may be 

reasonably requested by the Lender or the Collateral Agent, at the Lender’s 

direction, to perfect or protect, or maintain the perfection and priority of, the 

Security Interest of the Collateral Agent for the benefit of the Secured Parties in 

Collateral contemplated hereunder. 

(iv) Certain Actions Regarding Investment Property Upon Events of 

Default. Upon and during the continuance of any Event of Default, the Lender, or 

the Collateral Agent acting at its direction,shall have the right to notify any or all 

Persons party to a Qualifying Control Agreement of the occurrence of an Event of 

Default and other appropriate circumstances, and exercise control over and take 

possession or custody of any or all Collateral in the possession, custody or control 

of such other Persons. 

(d) Collateral Agent’s Rights. 

(i) The Lender understands that the Collateral Agent is engaged in a 

wide range of financial services and businesses (including investment 

management, financing, securities trading, corporate and investment banking and 

research) (such services and businesses are collectively referred to in this Section 

6(d) as “Activities”) and may engage in the Activities with or on behalf of the 

Borrower or its respective Affiliates. Furthermore, the Collateral Agent may, in 

undertaking the Activities, engage in trading in financial products or undertake 
16 

other investment businesses for its own account or on behalf of others (including 

the Borrower and its Affiliates and including holding, for its own account or on 

behalf of others, equity, debt and similar positions in the Borrower or its 

Affiliates), including trading in or holding long, short or derivative positions in 

securities, loans or other financial products of the Borrower or its Affiliates. The 

Lender understands and agrees that in engaging in the Activities, the Collateral 

Agent may receive or otherwise obtain information concerning the Borrower or 

its Affiliates (including information concerning the ability of the Borrower to 

perform its respective obligations hereunder and under the other Transaction 

Documents) which information may not be available to the Lender. The 

Collateral Agent shall not have any duty to disclose to the Lender or use on behalf 

of the Lender, nor be liable for the failure to so disclose or use, any information 

whatsoever about or derived from the Activities or otherwise (including any 

information concerning the business, prospects, operations, property, financial 

and other condition or creditworthiness of the Borrower or any Affiliate of the 

Borrower) or to account for any revenue or profits obtained in connection with the 

Activities. 

(ii) The Lender further understands that there may be situations where 

the Collateral Agent or its respective customers (including the Borrower and its 

Affiliates) either now have or may in the future have interests or take actions that 

may conflict with the interests of the Lender (including the interests of the Lender 

hereunder and under the other Transaction Documents). The Lender agrees that 

the Collateral Agent is not and shall not be required to restrict its activities as a 

result of it serving as a Collateral Agent, and that the Collateral Agent may 

undertake any Activities without further consultation with or notification to the 

Lender. None of (i) this Agreement or any other Transaction Document, (ii) the 

receipt by the Collateral Agent of information concerning the Borrower or its 

Affiliates (including information concerning the ability of the Borrower to 

perform its respective obligations hereunder and under the other Transaction 

Documents) or (iii) any other matter, shall give rise to any fiduciary, equitable or 

contractual duties (including any duty of trust or confidence) owing by the 

Collateral Agent to the Lender including any such duty that would prevent or 

restrict the Collateral Agent from acting on behalf of customers (including the 

Borrower or its Affiliates) or for its own account. 

(e) Limited Duties and Responsibilities. The Collateral Agent’s duties 

hereunder and under the other Transaction Documents are solely ministerial and 

administrative (and shall not be construed to be fiduciary) in nature and the Collateral 

Agent shall not have any duties or obligations except those expressly set forth herein and 

in the other Transaction Documents. Without limiting the generality of the foregoing, (i) 

the Collateral Agent shall not have any duty to take any discretionary action or exercise 

any discretionary powers, but shall be required to act or refrain from acting (and shall be 

fully protected in so acting or refraining from acting) upon receiving Proper Instructions, 

provided that the Collateral Agent shall not be required to take any action that, in its 

reasonable opinion or the reasonable opinion of its counsel, may reasonably be expected 

to expose the Collateral Agent or any of its Affiliates to liability as to which no 
17 

indemnification reasonably satisfactory to it is provided or that is contrary to any 

Transaction Document or applicable law, (ii) the Collateral Agent shall not be subject to 

any fiduciary or other implied duties, implied covenants or implied obligations pursuant 

to this Agreement or any other Transaction Document, regardless of whether an Event of 

Default has occurred and is continuing, (iii) the Collateral Agent shall not have any duty 

to disclose, and shall not be liable for any failure to disclose, any information relating to 

the Borrower that is communicated to or obtained by the Collateral Agent or any of its 

Affiliates in any capacity other than its Collateral Agent capacity, and (iv) the Collateral 

Agent shall not be required to expend or risk any of its funds or otherwise incur any 

financial or other liability in the performance of any of its duties hereunder. The 

Collateral Agent shall not be liable for (i) any action taken or not taken by it in good faith 

in accordance with Proper Instructions or (ii) any action taken or not taken by it with the 

consent or at the request of the Lender or in accordance with this Agreement or any of the 

Transaction Documents or in the absence of its own negligence, bad faith, willful 

misconduct, or fraudulent actions. Absent actual knowledge, the Collateral Agent shall 

be deemed not to have knowledge of any Event of Default unless and until written notice 

thereof is received by the Collateral Agent from the Borrower or the Lender, and the 

Collateral Agent shall not be responsible for or have any duty to ascertain or inquire into 

(i) any statement, warranty, representation or other information made or supplied in or in 

connection with this Agreement or any other Transaction Document, (ii) the contents of 

any certificate, report or other document delivered hereunder or thereunder or in 

connection herewith or therewith or the adequacy, accuracy and/or completeness of the 

information contained therein, (iii) the performance or observance of any of the 

covenants, agreements or other terms or conditions set forth herein or therein or the 

occurrence of any Event of Default, (iv) the validity, enforceability, effectiveness or 

genuineness of this Agreement, any other Transaction Document or any other agreement, 

instrument or document or the perfection or priority of any lien or Security Interest 

created or purported to be created by this Agreement or any other Transaction Document 

or (v) the satisfaction of any condition set forth herein or in any other Transaction 

Document, other than (but subject to the foregoing clause (ii)) to confirm receipt of items 

expressly required to be delivered to the Collateral Agent. Nothing in this Agreement or 

any other Transaction Document shall require either the Collateral Agent or any of its 

Related Parties to carry out any “know your customer” or other checks in relation to any 

Person on behalf of the Lender and the Lender confirms to the Collateral Agent that the 

Lender is solely responsible for any such checks the Lender is required to carry out and 

that the Lender may not rely on any statement in relation to such checks made by the 

Collateral Agent or any of its Related Parties. Notwithstanding anything contained in this 

Agreement to the contrary, the Collateral Agent shall not incur any liability for not 

performing any act or fulfilling any obligation hereunder by reason of any occurrence 

beyond its control (including, without limitation, any provision of any present or future 

law or regulation or any act of any governmental authority, any act of God or war or 

terrorism or the unavailability of the Federal Reserve Bank wire services or any 

electronic communication failure). 

(f) Evidence of Authority. The Collateral Agent shall be entitled to rely upon, 

and shall not incur any liability for relying upon, any notice, request, certificate, consent, 

statement, instrument, document or other writing (including any electronic message, 
18 

Internet or intranet website posting or other distribution) believed by the Collateral Agent 

to be genuine and to have been signed, sent or otherwise authenticated by the proper 

Person. The Collateral Agent also may rely upon any statement made to it orally or by 

telephone and believed by such Collateral Agent in good faith to have been made by the 

proper Person, and shall not incur any liability for relying thereon. In determining 

compliance with any condition hereunder to the making of any Loans that by its terms 

must be fulfilled to the satisfaction of the Lender, the Collateral Agent may presume that 

such condition is satisfactory to the Lender unless an officer of the Collateral Agent 

responsible for the transactions contemplated hereby shall have received notice to the 

contrary from the Lender prior to the making of such Loans. Absent negligence, bad 

faith, willful misconduct or fraudulent actions, the Collateral Agent shall be entitled to 

rely on, and shall not incur any liability for relying on, any notice, request, certificate, 

consent, statement, instrument, document or other writing believed by it to be genuine 

and to have been signed or sent by the proper Person. The Collateral Agent may receive 

and accept a certificate of a Responsible Officer of the Lender as conclusive evidence of 

the authority of any person to act in accordance with such certificate or of a Responsible 

Officer of the Borrower as conclusive evidence of any determination or of any action by 

the Borrower pursuant to the LLC Agreement as described in such certificate, and such 

certificate may be considered as in full force and effect until receipt by the Collateral 

Agent of written notice to the contrary. The Collateral Agent may consult with legal 

counsel (who may be counsel for the Borrower), independent accountants and other 

experts selected by it, and shall not be liable for any action taken or not taken by it in 

reasonable reliance upon the advice of any such counsel, accountants or experts. 

(g) Delegation of Duties. The Collateral Agent may perform any and all of its 

duties and exercise its rights and powers hereunder or under any other Transaction 

Document by or through any one or more sub-agents appointed by the Collateral Agent, 

provided that the Collateral Agent agrees that (x) such sub-agents will be selected by it 

with reasonable care, (y) no such appointment will relieve the Collateral Agent of its 

obligations hereunder and (z) the Collateral Agent shall remain fully responsible for the 

performance of any such sub-agent. The Collateral Agent and any such sub-agent may 

perform any and all of its duties and exercise its rights and powers by or through their 

respective Related Parties. Each such sub agent and the Related Parties of each Agent 

and each such sub agent shall be entitled to the benefits of all provisions of this Section 6 

and Section 11 (as though such sub-agents were a “Collateral Agent” under the 

Transaction Documents) as if set forth in full herein with respect thereto, except that 

Costs and Expenses shall not include any amounts owed by the Collateral Agent to any 

sub-agent, all such amounts to be paid by the Collateral Agent. 

(h) Information as to Secured Obligations. For all purposes of the Security 

Documents, including determining the aggregate amount of Secured Obligations or the 

amount of Secured Obligations owed to the Lender or any other Secured Party, the 

Collateral Agent will be entitled to rely on information from Lender as to amounts owed 

to Lender, the Borrower or its own records (or such party as the Lender may direct in a 

Proper Instruction with respect to other amounts). 
19 

(i) Resignation; Successor Collateral Agent. The Collateral Agent may resign 

as collateral agent hereunder at any time for any reason, and the Lender may, in its sole 

discretion, remove the Collateral Agent as collateral agent hereunder at any time for any 

reason, in each case upon not less than 30 days’ prior written notice to each other Party; 

provided that no resignation of the Collateral Agent shall be effective until the Lender 

shall have appointed a successor collateral agent. If the Lender shall fail to appoint such 

successor within 90 days after notice of resignation or removal, as the case may be, then 

the Collateral Agent may petition any court of competent jurisdiction for the appointment 

of such successor at the sole cost and expense of the Lender. The indemnity provided to 

the Collateral Agent under Section 11 shall survive its resignation or removal under this 

Agreement with respect to any indemnified liabilities to the extent incurred or arising, or 

relating to events occurring, before such resignation or removal. Upon acceptance in 

writing of its appointment as Collateral Agent hereunder by a successor, such successor 

shall succeed to and become vested with all the rights, powers, privileges and duties of 

the retiring Collateral Agent, and the retiring Collateral Agent shall be, upon transfer of 

the Collateral Account and possession of all Collateral in its control to such successor, 

discharged from its duties hereunder. As of the resignation date, fees and reimbursement 

expenses shall be paid to the Collateral Agent in accordance with the Waterfall on the 

next succeeding Payment Date. The fees payable by the Borrower to a successor 

Collateral Agent shall be the same as those payable to its predecessor unless otherwise 

agreed by the Borrower and such successor. After the Collateral Agent’s resignation 

hereunder, the provisions of this Section 6(i) shall continue in effect for the benefit of 

such retiring Collateral Agent and its respective Related Parties in respect of any actions 

taken or omitted to be taken by any of them while the retiring Collateral Agent was acting 

as collateral agent hereunder. 

(j) Authority to Administer Collateral. Without derogation of the Collateral 

Agent’s duties under this Section, as further security for the Secured Obligations, the 

Borrower hereby appoints the Collateral Agent as its true and lawful attorney, with full 

power of substitution, in the name of the Borrower, the Collateral Agent or otherwise, for 

the sole use and benefit of the Collateral Agent, but at the expense of the Borrower, to the 

extent permitted by law, but only while an Event of Default has occurred and is 

continuing, for the purpose of taking such action and executing agreements, instruments 

and other documents, in the name of the Borrower, as expressly provided herein and as 

the Collateral Agent (at the direction of the Lender) or the Lender may deem necessary or 

advisable to accomplish the purposes hereof, including to exercise, at any time and from 

time to time, all or any of the following powers with respect to all or any of the Collateral: 

(i) to demand, sue for, collect, receive and give acquittance for any 

and all monies due or to become due upon or by virtue thereof; 

(ii) to settle, compromise, compound, prosecute or defend any action 

or proceeding with respect thereto; 

(iii) to sell, lease, license or otherwise Dispose of the same or the 

proceeds or avails thereof, as fully and effectually as if the Collateral Agent were 

the absolute owner thereof; and 
20 

(iv) to extend the time of payment of any or all thereof and to make any 

allowance or other adjustment with reference thereto; 

provided that with respect to Dispositions of any Collateral under this Agreement after 

the occurrence and during the continuance of an Event of Default, except in the case of 

Collateral that threatens to decline speedily in value or is of a type customarily sold on a 

recognized market, the Collateral Agent will give the Lender and the Borrower at least 

ten days prior written notice of the time and place of any public sale thereof or the time 

after which any private sale or other intended Disposition thereof will be made. Any 

such notice shall (x) contain the information specified in UCC Section 9-613, (y) be 

Authenticated and (z) be sent to the Parties required to be notified pursuant to UCC 

Section 9-611(c); provided further that if the Collateral Agent fails to comply with this 

sentence in any respect, its liability for such failure shall be limited to the liability (if any) 

imposed on it as a matter of law under the UCC; and provided further that in taking, or 

refusing to take, any action pursuant to this Section 6(j), the Collateral Agent shall not 

take any action contrary to any Proper Instruction. 

(k) Non-Reliance. 

(i) The Lender confirms to the Collateral Agent that it (A) possesses 

(individually or through its Related Parties) such knowledge and experience in 

financial and business matters that it is capable, without reliance on the Collateral 

Agent, or any of its respective Related Parties, of evaluating the merits and risks 

(including tax, legal, regulatory, credit, accounting and other financial matters) of 

(x) entering into this Agreement and the other Transaction Document, (y) making 

its Loans and (z) taking or not taking actions hereunder and thereunder, (B) is 

financially able to bear such risks and (C) has determined that entering into this 

Agreement and making its Loans and entering into the other Transaction 

Documents is suitable and appropriate for it. 

(ii) The Lender acknowledges that (x) it is solely responsible for 

making its own independent appraisal and investigation of all risks arising under 

or in connection with this Agreement and the other Transaction Documents, (y) it 

has, independently and without reliance upon the Collateral Agent, or any of its 

Related Parties, made its own appraisal and investigation of all risks associated 

with, and its own credit analysis and decision to enter into, this Agreement and 

the other Transaction Documents based on such documents and information, as it 

has deemed appropriate and (z) it will, independently and without reliance upon 

the Collateral Agent or any of its Related Parties, continue to be solely 

responsible for making its own appraisal and investigation of all risks arising 

under or in connection with, and its own credit analysis and decision to take or not 

take action under, this Agreement and the other Transaction Documents based on 

such documents and information as it shall from time to time deem appropriate, 

which may include, in each case: 

(A) the financial condition, status and capitalization of the 

Borrower; 
21 

(B) the legality, validity, effectiveness, adequacy or 

enforceability of this Agreement and each other Transaction Document 

and any other agreement, arrangement or document entered into, made or 

executed in anticipation of, under or in connection with any Transaction 

Document; 

(C) determining compliance or non-compliance with any 

condition hereunder to the making of its Loans and the form and substance 

of all evidence delivered in connection with establishing the satisfaction of 

each such condition; and 

(D) the adequacy, accuracy and/or completeness of the 

information delivered by the Collateral Agent or any of its respective 

Related Parties under or in connection with this Agreement or any other 

Transaction Document, the transactions contemplated hereby and thereby 

or any other agreement, arrangement or document entered into, made or 

executed in anticipation of, under or in connection with any Transaction 

Document. 

Section 7. Waivers; Amendment. 

(a) No failure or delay of the Collateral Agent or any other Party in exercising 

any power or right hereunder or under any other Security Document shall operate as a 

waiver thereof, nor shall any single or partial exercise of any such right or power, or any 

abandonment or discontinuance of steps to enforce such a right or power, preclude any 

other or further exercise thereof or the exercise of any other right or power. The rights 

and remedies hereunder and under the other Security Documents are cumulative and are 

not exclusive of any rights or remedies that it would otherwise have. No waiver of any 

provision of this Agreement or any other Security Document or consent to any departure 

by the Collateral Agent or any other Party shall in any event be effective unless the same 

shall be given in accordance with Section 7(b), and then such waiver or consent shall be 

effective only in the specific instance and for the purpose for which given. No notice or 

demand on the Collateral Agent in any case shall entitle the Collateral Agent to any other 

or further notice or demand in similar or other circumstances. 

(b) Each party to this Agreement may waive its rights under any provision of 

this Agreement in writing. Neither this Agreement nor any provision hereof may be 

waived, amended or modified except in accordance with the provisions of Section 9.01 of 

the Credit Agreement; provided that without the consent of the Collateral Agent and the 

Servicer, no amendment, modification, supplement or waiver of this Agreement may 

modify the terms of this Agreement in a way that adversely affects the rights, immunity, 

indemnity, duties, obligations liabilities or protection of the Agents hereunder. Any such 

amendment, supplement, modification or waiver shall be binding upon the Collateral 

Agent, each other Secured Party and the Borrower. Any purported amendment, waiver, 

supplement or modification not complying with the terms of this Section shall be null and 

void. 
22 

Section 8. Notices. 

 Each notice, request or other communication given to the Borrower or the Lender 

hereunder shall be given in accordance with Section 9.02 of the Credit Agreement (or to 

such other recipient or address as may be hereafter notified by the respective parties 

hereto). Each notice, request or other communication given to the Collateral Agent 

hereunder shall be addressed as follows or to such other recipient or address as may be 

hereafter notified by the respective parties hereto: 

Citibank, N.A. 

Agency & Trust 

388 Greenwich Street, 14th Floor 

New York, NY 10013 

Attention: Patricia Gallagher 

Telephone: 

Facsimile: 

Email: 

Section 9. Binding Effect. 

 This Agreement shall become effective when a counterpart hereof shall have been 

executed by each of the Parties and delivered to the Lender. 

Section 10. Intentionally reserved. 

Section 11. Expenses; Indemnity; Certain Damages. 

(a) The Borrower agrees to pay all reasonable out-of-pocket Costs and 

Expenses incurred by the Collateral Agent. 

(b) The Borrower shall indemnify the Collateral Agent and each of its Related 

Parties (each such Person being called an “Indemnitee”) against, and hold each 

Indemnitee harmless from, any and all losses, claims, damages, liabilities and related 

expenses (including the reasonable fees, charges and disbursements of counsel for the 

Indemnitee(s); provided, that Borrower shall only be responsible for the fees, charges and 

disbursements of a single attorney or firm engaged to represent all Indemnitees taken 

together, except to the extent such joint representation would be inappropriate under 

applicable standards of professional conduct), incurred by any Indemnitee or asserted 

against any Indemnitee by any third party arising out of, in connection with, or as a result 

of (i) the execution or delivery of this Agreement, any other Transaction Document or 

any agreement or instrument contemplated hereby or thereby, the performance by the 

parties hereto of their respective obligations hereunder or thereunder or the 

consummation of the transactions contemplated hereby or thereby, (ii) any Loan or the 

use or proposed use of the proceeds therefrom, or (iii) any actual or prospective claim, 

litigation, investigation or proceeding relating to any of the foregoing, whether based on 

contract, tort or any other theory, whether brought by a third party or by the Borrower or 

any of its Affiliates and regardless of whether any Indemnitee is a party thereto, provided 
23 

that such indemnity shall not, as to any Indemnitee, be available to the extent that such 

losses, claims, damages, liabilities or related expenses are determined by a court of 

competent jurisdiction by final and nonappealable judgment to have resulted from the 

negligence, bad faith, willful misconduct or fraudulent actions of such Indemnitee or its 

Related Persons. 

(c) Except for liabilities to third parties relating to defense and indemnification 

obligations hereunder and to the extent permitted by applicable law, no party shall assert 

on its own behalf, and each hereby waives, any claim against any other party, on any 

theory of liability, for special, indirect, consequential or punitive damages (as opposed to 

direct or actual damages) arising out of, in connection with, or as a result of, this 

Agreement or any other Transaction Document, or any agreement or instrument 

contemplated hereby, or the transactions contemplated hereby. To the extent that the 

Borrower for any reason fails to indefeasibly pay any amount required under this 

subsection (c) of this Section to be paid by it to the Collateral Agent or any Related Party 

thereof, the Lender (to the extent and only to the extent available from the Collateral 

Account from time to time) agrees to pay to the Collateral Agent or such Related Party, 

as the case may be, such unpaid amount, provided that the unreimbursed expense or 

indemnified loss, claim, damage, liability or related expense, as the case may be, was 

incurred by or asserted against the Collateral Agent in its capacity as such. 

(d) Notwithstanding anything herein to the contrary, the provisions of this 

Section shall remain operative and in full force and effect regardless of the expiration of 

the term of this Agreement, the repayment of any of the Secured Obligations, the 

reduction or termination of the commitments to make Loans under the Credit Agreement, 

the invalidity or unenforceability of any term or provision of this Agreement, the Credit 

Agreement or any other Transaction Document or any investigation made by or on behalf 

of any party hereto. 

(e) If any transfer tax, documentary stamp tax or other tax is payable in 

connection with the Collateral or the Security Interest, the Borrower will pay such tax 

and provide any required tax stamps to the Collateral Agent or as otherwise required by 

law. 

Section 12. Successors and Assigns. 

(a) This Agreement shall be binding upon and inure to the benefit of the Parties 

and their respective successors and assigns permitted hereby, except that the Collateral 

Agent may not assign or otherwise transfer any of its rights or obligations hereunder 

without the prior written consent of the Lender, which consent shall not be unreasonably 

withheld (and any attempted assignment or transfer by the Collateral Agent without such 

consent shall be null and void). If all or any part of any Secured Party’s interest in any 

Secured Obligation is assigned or otherwise transferred, the transferor’s rights hereunder, 

to the extent applicable to the obligation so transferred, shall be automatically transferred 

with such Secured Obligation. 
24 

(b) Any Person (i) into which the Collateral Agent may be merged or 

consolidated, (ii) which may result from any merger, conversion or consolidation to 

which the Collateral Agent shall be a party or (iii) succeeding to the business of the 

Collateral Agent, which Person, in any of the foregoing cases executes an agreement of 

assumption to perform every obligation of the Collateral Agent hereunder, shall be the 

successor to the Collateral Agent under this Agreement without the execution or filing of 

any paper or any further act on the part of any of the Parties to this Agreement, 

notwithstanding anything in this Agreement to the contrary. The Collateral Agent shall 

provide prior written notice of any merger, consolidation or succession pursuant to this 

clause to the Borrower and the Lender. 

Section 13. Counterparts. 

 This Agreement may be executed in counterparts (and by different Parties on 

different counterparts), each of which shall constitute an original but all of which when 

taken together shall constitute a single contract, and shall become effective as provided in 

Section 9. Delivery of an executed signature page to this Agreement by facsimile 

transmission shall be as effective as delivery of a manually signed counterpart of this 

Agreement. 

Section 14. Severability. 

 If any one or more of the provisions contained in this Agreement or in any other 

Transaction Document should be held invalid, illegal or unenforceable in any respect to 

the extent permitted by applicable law, the validity, legality and enforceability of the 

remaining provisions contained herein and therein shall not in any way be affected or 

impaired thereby (it being understood that the invalidity of a particular provision in a 

particular jurisdiction shall not in and of itself affect the validity of such provision in any 

other jurisdiction). The Parties shall endeavor in good-faith negotiations to replace the 

invalid, illegal or unenforceable provisions with valid provisions the economic effect of 

which comes as close as possible to that of the invalid, illegal or unenforceable 

provisions. 

Section 15. Integration. 

 This Agreement and the other Transaction Documents represent the entire 

agreement of the Parties with respect to the subject matter hereof and thereof, and there 

are no promises, undertakings, representations or warranties by the Borrower, any 

Secured Party or the Lender relative to the subject matter hereof not expressly set forth or 

referred to herein or in the other Transaction Documents. 

Section 16. Applicable Law. 

 THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN 

ACCORDANCE WITH THE FEDERAL LAW OF THE UNITED STATES. INSOFAR 

AS THERE MAY BE NO APPLICABLE FEDERAL LAW, THIS AGREEMENT 

SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE 
25 

OF NEW YORK, WITHOUT REGARD TO ANY RULE OF CONFLICTS OF LAW 

(OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS 

LAW) THAT WOULD RESULT IN THE APPLICATION OF THE SUBSTANTIVE 

LAW OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK. 

NOTHING IN THIS AGREEMENT SHALL REQUIRE ANY UNLAWFUL ACTION 

OR INACTION BY EITHER PARTY. 

Section 17. Submission to Jurisdiction; Venue; Etc. 

EACH PARTY HERETO HEREBY IRREVOCABLY AND 

UNCONDITIONALLY: 

 (a) SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY LEGAL 

ACTION OR PROCEEDING RELATING TO THIS AGREEMENT, THE 

PROMISSORY NOTES AND THE OTHER LOAN DOCUMENTS, OR FOR 

RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN RESPECT 

THEREOF, TO THE GENERAL JURISDICTION OF ANY COURT OF THE STATE 

AND COUNTY OF NEW YORK, OR IN THE UNITED STATES DISTRICT COURT 

FOR THE SOUTHERN DISTRICT OF NEW YORK; 

 (b) CONSENTS THAT ANY SUCH ACTION OR PROCEEDING MAY BE 

BROUGHT IN SUCH COURTS AND, TO THE EXTENT PERMITTED BY LAW, 

WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE 

VENUE OF ANY 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 ITS ADDRESS SET FORTH IN 

SECTION 9.02 OR AT SUCH OTHER ADDRESS OF WHICH THE LENDER SHALL 

HAVE BEEN NOTIFIED; AND 

 (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 SUE IN ANY OTHER JURISDICTION.

Section 18. Confidentiality. 

 The Lender and the Collateral Agent agree to keep confidential all nonpublic 

information provided to them by the Borrower (or the Collateral Agent on behalf of the 

Borrower), the Collateral Agent, the Lender or any other Person pursuant to or in 

connection with this Agreement or the other Transaction Documents in accordance with 

the confidentiality provisions applicable to the Lender set forth in Section 9.14 of the 

Credit Agreement. 
26 

Section 19. WAIVERS OF JURY TRIAL. 

 EACH PARTY HERETO IRREVOCABLY WAIVES, TO THE FULLEST 

EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL 

BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO 

THIS AGREEMENT, THE COLLATERAL, ANY OTHER LOAN DOCUMENT OR 

THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. 

Section 20. Limited Recourse. 

 Notwithstanding anything to the contrary contained in this Agreement and the 

other Transaction Documents, the obligations of the Borrower under this Agreement and 

all other Transaction Documents are solely the obligations of the Borrower and shall be 

payable solely to the extent of funds received by and available to the Borrower in 

accordance with this Agreement and the other Transaction Documents. No recourse shall 

be had for the payment of any amount owing in respect of any obligation of, or claim 

against, the Borrower arising out of or based upon this Agreement or any other 

Transaction Document against any holder of a membership interest, employee, officer or 

Affiliate thereof and, except as specifically provided herein and in the other Transaction 

Documents, no recourse shall be had for the payment of any amount owing in respect of 

any obligation of, or claim against, the Borrower arising out of or based upon this 

Agreement against the Collateral Agent or any holder of the membership interests of the 

Borrower or any Related Party of any thereof; provided that the foregoing shall not 

relieve any such person or entity from any liability they might otherwise have as a result 

of bad faith, willful misconduct, or fraudulent actions taken or omissions by them or, in 

the case of the Collateral Agent or any Related Party thereof, the foregoing or its 

negligence in the performance of its duties under the Servicing Agreement. The 

provisions of this Section 20 shall survive the termination or expiration of this Agreement 

and payment in full of all the Secured Obligations. 

Section 21. Headings. 

 Article and Section headings used herein are for convenience of reference only, 

are not part of this Agreement and are not to affect the construction of, or to be taken into 

consideration in interpreting, this Agreement. 

Section 22. Waiver of Right of Setoff. 

 The Collateral Agent waives all of its rights to set off and apply any Collateral at 

any time held and other obligations at any time owing by the Collateral Agent to or for 

the credit or the account of the Borrower or any Secured Party against the obligations of 

the Borrower or any Secured Party hereunder and under the other Transaction Documents, 

irrespective of whether or not the Collateral Agent shall have made any demand 

thereunder and although such obligations may be unmatured. 
27 

Section 23. Instructions. 

It is understood that any instruction required to be given, prepared and/or 

delivered pursuant to this Agreement by the Lender, the Borrower, or the Servicer acting 

its behalf will be given, prepared and/or delivered pursuant to a Proper Instruction. 

Section 24. Further Assurances. 

 Each Party agrees to do such further acts and things and to execute and deliver to 

the Borrower (or to the Collateral Agent or the Lender) such additional assignments, 

agreements, powers and instruments, as may be reasonably necessary to carry into effect 

the purposes of this Agreement. 

Section 25. Intentionally Reserved. 

Section 26. Role of the Lender. 

 Each party agrees that, except as otherwise set forth in this Agreement and the 

other Transaction Documents, the Lender has ultimate authority with respect to all 

decisions regarding the management of the Collateral (which the Lender may delegate, in 

whole or in part, to the Collateral Agent or otherwise). 

Section 27. No Petitions. 

 The Collateral Agent and each other Secured Party (except the Lender), by 

accepting the benefits hereof, hereby covenants and agrees that it will not at any time 

prior to a year and a day after all of the Secured Obligations are repaid in full, (a) 

commence or institute against the Borrower or join with or facilitate any other Person in 

commencing or instituting against the Borrower, any bankruptcy, reorganization, 

arrangement, readjustment of debt, dissolution, receivership, insolvency or liquidation 

proceedings, or other similar proceedings under any United States Federal or state, or 

other jurisdiction, bankruptcy or similar law or statute now or hereafter in effect or (b) 

participate in any assignment for benefit of creditors, compositions, or arrangements with 

respect to the Borrower’s debts. 

Section 28. Limitation upon Certain Independent Actions by Secured Parties; No 

Challenges. 

(a) No Secured Party other than the Lender shall have any right to institute any 

action or proceeding to enforce any term or provision of the Security Documents or to 

enforce any of its rights in respect of the Collateral or to exercise any other remedy 

pursuant to the Security Documents or at law or in equity for the purpose of realizing on 

the Collateral, or by reason of jeopardy of any Collateral, or for the execution of any trust 

or power hereunder (collectively, the “Specified Actions”). The Lender may act on 

behalf of the Secured Parties or any of them and shall be entitled to commence 

proceedings in any court of competent jurisdiction or to take any other Specified Actions 

as the Collateral Agent might have taken pursuant to this Agreement or the other Security 

Documents. The Borrower acknowledges and agrees that should the Lender act in 
28 

accordance with this provision, the Lender will have all the rights, remedies, benefits and 

powers as are granted to the Collateral Agent pursuant this Agreement and the other 

Security Documents. 

(b) In no event shall any Secured Party take any action to challenge, contest or 

dispute the validity, extent, enforceability or priority of the Security Interest hereunder or 

under any other Security Document with respect to any of the Collateral, or that would 

have the effect of invalidating the Security Interest or support any Person who takes any 

such action. Each of the Secured Parties agrees that it will not take any action to 

challenge, contest or dispute the validity, enforceability or secured status of any other 

Secured Party’s claims against the Borrower (other than any such claim resulting from a 

breach of this Agreement by a Secured Party, or any challenge, contest or dispute 

alleging arithmetical error in the determination of a claim), or that would have the effect 

of invalidating any such claim, or support any Person who takes any such action. 

(c) Notwithstanding the foregoing, any Secured Party may (i) file a claim with 

respect to the Secured Obligations in any insolvency proceeding or vote on any plan of 

reorganization and (ii) file any necessary responsive or defensive pleadings. 

Section 29. Termination. 

 The Security Interest created or granted hereby shall terminate on the first date on 

which (a) the Lender has no remaining commitment to make any Loans, (b) all Collateral 

has been fully liquidated and Disposed of and all proceeds thereof, including all amounts 

on deposit in the Collateral Account, have been distributed in accordance with Section 5, 

and (c) all Secured Obligations have been paid in full. Except as otherwise set forth 

herein, this Agreement shall terminate on, and all representations, warranties and 

covenants of all parties hereto shall survive until, the later of the (i) the date on which the 

Security Interest terminates pursuant to the preceding sentence, and (ii) the date on which 

the Borrower is dissolved in accordance with the LLC Agreement. 

Section 30. Additional Inspection Rights.

At all times while any Secured Obligations are outstanding, the Borrower and the 

Collateral Agent shall permit (i) the Collateral Agent, the Lender, and their respective 

agents, consultants, contractors and advisors, (ii) the Special Inspector General of the 

Troubled Asset Relief Program, and (iii) the Comptroller General of the United States 

access to personnel and any books, papers, records or other data delivered to it pursuant 

to the Transaction Documents or any Supplier Agreement or otherwise in its possession, 

custody or control, in each case to the extent relevant to ascertaining compliance with the 

terms and conditions set forth in the Transaction Documents or any Supplier Agreement, 

during normal business hours and upon reasonable notice to the Borrower or the 

Collateral Agent, as the case may be; provided that prior to disclosing any information 

pursuant to clause (i), (ii) or (iii), the Lender, the Special Inspector General of the 

Troubled Asset Relief Program and the Comptroller General of the United States shall 

have agreed, with respect to documents obtained under this agreement in furtherance of 

their respective functions, to follow applicable law and regulation (and the applicable 
29 

customary policies and procedures, including those for inspectors general) regarding the 

dissemination of confidential materials, including redacting confidential information 

from the public version of its reports, as appropriate, and soliciting input from the 

Borrower as to information that should be afforded confidentiality. The Lender represents 

that it has been informed by the Special Inspector General of the Troubled Asset Relief 

Program and the Comptroller General of the United States that they, before making any 

request for access or information pursuant to their oversight and audit functions, will 

establish a protocol to avoid, to the extent reasonably possible, duplicative requests. 

Nothing in this Section 30 shall be construed to limit the authority that the Special 

Inspector General of the Troubled Asset Relief Program or the Comptroller General of 

the United States have under law. 

Section 31. No Merger of Title. 

If the Borrower (or any Person claiming through the Borrower, including the 

Lender) is deemed to be holding a Purchased Receivable on behalf of the Pledgor, no 

merger shall result therefrom; and the Borrower’s right to receive payment as account 

creditor shall remain separate and distinct from the Pledgor’s obligation to make payment 

as account debtor until such Purchased Receivable has been paid in full. 

[signature pages follow]
[Signature Page to Security Agreement] 

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly 

executed as of the date set forth above. 

CHRYSLER RECEIVABLES SPV LLC, 

as Borrower 

By: CHRYSLER LLC, as its sole 

Member 

By: 

Name: 

Title: 
[Signature Page to Security Agreement] 

CITIBANK, N.A., as Collateral Agent 

By: 

Name: 

Title: 

CITIBANK, N.A., as Servicer 

By: 

Name: 

Title: 
[Signature Page to Security Agreement] 

UNITED STATES DEPARTMENT OF 

THE TREASURY, as Lender 

By: 

Name: 

Title: 
Exhibit A 

FORM OF ACCOUNT CONTROL AGREEMENT 
NY3:#7460091 

ACCOUNT CONTROL AGREEMENT 

among 

CHRYSLER RECEIVABLES SPV LLC, as PLEDGOR 

CITIBANK, N.A., as COLLATERAL AGENT 

and 

CITIBANK, N.A., as SECURITIES INTERMEDIARY 
NY3:#7460091 

THIS ACCOUNT CONTROL AGREEMENT (this “Agreement”), dated as of 

April 7, 2009, by and among Chrysler Receivables SPV LLC, a Delaware limited liability 

company (the “Pledgor”), Citibank, N.A., a national banking association organized and 

existing under the laws of the United States in its capacity as collateral agent (the 

“Collateral Agent”, and, together with other Secured Parties as defined in the Security 

Agreement, defined below, the “Secured Parties”) and Citibank, N.A., as securities 

intermediary (the “Securities Intermediary”). Capitalized terms not defined herein shall 

have the meanings ascribed to them in the Security Agreement (defined below). 

WHEREAS, the Pledgor, the Lender, the Servicer and the Collateral Agent have 

entered into a Security Agreement, dated as of April 7, 2009, (the “Security Agreement”), 

pursuant to which the Pledgor has granted each Secured Party a security interest in the 

financial assets (within the meaning of Section 8-102(a)(9) of the UCC) in a segregated 

account and all security entitlements with respect thereto. 

WHEREAS, the parties wish that the Securities Intermediary enter into this 

Agreement in order to provide for the “control” (as defined in Section 8-106 of the UCC) 

of the Account (as defined below) as means to perfect the security interest of the 

Collateral Agent (on behalf of the Secured Parties). 

NOW, THEREFORE, for good and valuable consideration, the receipt and 

adequacy of which is hereby irrevocably acknowledged, the parties hereto agree as 

follows: 

1. The Account 

The Securities Intermediary represents and warrants to the Secured Parties that 

the Securities Intermediary has established and will maintain Account # entitled 

 (the “Account”), that such Account will be 

a “securities account” (as defined in Section 8-501(a) of the UCC) in respect of which 

the Securities Intermediary will remain a “securities intermediary” (as defined in 

Section 8-102(a)(14) of the UCC). The Securities Intermediary represents and warrants 

that except for the claim and interest of the Pledgor and the Secured Parties, the 

Securities Intermediary does not know of any claim to or interest in the Account or any 

financial assets credited thereto. The Securities Intermediary will not change the name or 

account number of the Account without prior written notice to the Secured Parties. 

The Account and all property, including cash, credited to the Account will be 

treated as financial assets under the Article 8 of the New York Uniform Commercial 

Code, as in effect from time to time (the “UCC”). 
NY3:#7460091 

2. Lender Instructions to Collateral Agent 

 Except as permitted by Section 4, Collateral Agent will not take any action 

pursuant to this Agreement unless instructed in writing by Lender pursuant to the 

Security Agreement. 

3. Control by Collateral Agent

The Securities Intermediary will comply with all written notifications it receives 

directing it to transfer or redeem any financial assets in the Account (each an 

“entitlement order” as defined in Section 8-102(a)(8) of the UCC), originated by an 

Authorized Person (as defined in Section 14(a)) of the Collateral Agent, at the direction 

of the Lender, without further consent by Pledgor. Except as permitted in Section 4, the 

Pledgor may not give any entitlement orders relating to the Account without the prior 

written consent of the Collateral Agent. 

If an Authorized Person of the Collateral Agent gives Securities Intermediary an 

entitlement order substantially in the form set forth in Exhibit A attached hereto, 

notifying the Securities Intermediary that an Event of Default has occurred and is 

continuing under the Security Agreement and that the Collateral Agent will exercise 

exclusive control over the Account, the Securities Intermediary will cease complying 

with any and all entitlement orders or other directions concerning the Account originated 

by an Authorized Person of the Pledgor (or the Servicer on its behalf). 

4. Pledgor’s Rights in Account 

Until the Securities Intermediary receives a notice of exclusive control from an 

Authorized Person of the Collateral Agent, the Securities Intermediary may accept and 

comply with any entitlement order signed by an Authorized Person of the Pledgor (which 

may include an officer of the Servicer acting on behalf of the Pledgor) with regard to the 

investment of any financial asset in the Account. 

 Entitlement orders received after 12:00 pm New York City time will be treated as 

if received on the next succeeding Business Day. For purposes hereunder, “Business 

Day” means a day other than a Saturday, Sunday, a Federal holiday or other day on 

which commercial banks in New York City are authorized or required by law to close. 

5. Priority of Collateral Agent’s Security Interest 

 The Securities Intermediary subordinates in favor of the Collateral Agent any 

interest, lien or right of setoff it may have, now or in the future, against the Account or 

financial assets in the Account; provided, however, that, subject to the foregoing, the 

Securities Intermediary may set off all amounts due to it in respect of its fees and 

expenses (including without limitation the payment of any legal fees or expenses). 

6. Investment of Funds 
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(a) The Securities Intermediary shall on the date of deposit invest the 

financial assets in the Account, pursuant to and as directed by the Pledgor (or the Servicer 

on its behalf) in the most recent Permitted Investments instructions delivered pursuant to 

Section 5(h) of the Security Agreement, provided that financial assets are received on or 

before 11:00 a.m. New York City time. Any financial assets received after 11:00 a.m. 

New York City time shall be treated as if received on the following Business Day. 

(b) Any investment direction contained herein may be executed 

through an affiliated broker dealer of the Securities Intermediary and will be entitled to 

such usual and customary fee. Neither Citigroup nor any of its affiliates assume any duty 

or liability for monitoring the investment rating. 

(c) The Pledgor and the Collateral Agent agree that, for tax reporting 

purposes, the earnings on the financial assets in the Account shall be allocated to the 

Pledgor and shall be reported in the year of disbursement on a Form 1099 INT for interest 

earned or on a Form 1099 DIV for dividends earned in the case of Permitted Investments 

that are money market investments as contemplated by Exhibit C of the Security 

Agreement. 

(d) The Pledgor shall promptly provide the Securities Intermediary 

with a duly completed and properly executed IRS Form W-9 certifying its status as a 

beneficial owner of the financial assets in the Account for federal income tax purposes. 

In the event the payee is not a party to this Agreement, the Pledgor shall provide the 

Securities Intermediary with a duly completed and properly executed IRS Form W-9 on 

such payee prior to payment being made. The Pledgor understands that, in the event its 

tax identification number is not certified to the Securities Intermediary, the Internal 

Revenue Code, as amended from time to time, may require withholding of a portion of 

any interest or other income earned on the investment of the Account. 

 

(e) Citigroup, Inc., its affiliates, and its employees are not in the 

business of providing tax or legal advice to any taxpayer outside of Citigroup, Inc. and its 

affiliates. This Agreement and any amendments or attachments are not intended or 

written to be used, and cannot be used or relied upon, by any such taxpayer or for the 

purpose of avoiding tax penalties. Any such taxpayer should seek advice based on the 

taxpayer’s particular circumstances for an independent tax advisor. 

 

7. Concerning the Securities Intermediary

(a) Securities Intermediary Duties. Each of the Pledgor and the 

Collateral Agent acknowledges and agrees that (i) the duties, responsibilities and 

obligations of the Securities Intermediary shall be limited to those expressly set forth in 

this Agreement and no duties, responsibilities or obligations shall be inferred or implied, 

(ii) the Securities Intermediary shall not be responsible for any of the agreements referred 

to or described herein (including without limitation the Security Agreement), or for 

determining or compelling compliance therewith, and shall not otherwise be bound 

thereby, (iii) this Agreement shall constitute the entire agreement of the parties with 

respect to the subject matter expressly addressed herein and supersedes all prior oral or 
NY3:#7460091 

written agreements in regard thereto, (iv) the Securities Intermediary shall not be required 

to expend or risk any of its own funds or otherwise incur any financial or other liability in 

the performance of any of its duties hereunder and (v) the Securities Intermediary shall 

not be obligated to take any legal or other action hereunder which might in its reasonable 

judgment involve or cause it to incur any expense or liability unless it shall have been 

furnished with acceptable indemnification. 

(b) Standard of Care. The Securities Intermediary shall be under no 

duty to afford the financial assets in the Account any greater degree of care than it gives 

its own similar property. The Securities Intermediary shall not be liable for any damage, 

loss or injury resulting from any action taken or omitted in the absence of negligence or 

willful misconduct. 

(c) Limitation on Liability. Notwithstanding any other provision of 

this Agreement, the Securities Intermediary shall not be liable (i) for any indirect, 

incidental, consequential, punitive or special losses or damages, regardless of the form of 

action and whether or not any such losses or damages were foreseeable or contemplated, 

(ii) for the acts or omissions of any nominees, correspondents, designees, agents, 

subagents or sub-custodians selected by it with reasonable care, or (iii) for the investment 

or reinvestment of any financial assets in the Account, or any liquidation of such 

investment or reinvestment, executed in accordance with the terms of this Agreement, 

including, without limitation, any liability for any delays (not resulting from its 

negligence or willful misconduct as adjudicated by a court of competent jurisdiction) in 

the investment or reinvestment of the Account, any loss of interest incident to any such 

delays, or any loss or penalty as a result of the liquidation of any investment before its 

stated maturity date. 

(d) Reliance. The Securities Intermediary shall be entitled to rely 

upon any order, judgment, certification, demand, instruction, notice, instrument, 

certification, consent, authorization, receipt, power of attorney, e-mail, .pdf or other 

writing delivered to it without being required to determine the authenticity or validity 

thereof, or the correctness of any fact stated therein or the propriety or validity or the 

service thereof or the jurisdiction of the court issuing any judgment or order. The 

Securities Intermediary may act in reliance upon any signature believed by it to be 

genuine and may assume that any person purporting to make any statement or execute 

any document in connection with the provisions hereof has been duly authorized to do so. 

 (e) Consultation. The Securities Intermediary may consult with legal 

counsel satisfactory to it, and the opinion or advice of such counsel shall be full and 

complete authorization and protection in respect of any action taken, suffered or omitted 

by it in good faith and in accordance with the opinion and advice of such counsel. 

8. Expense Reimbursement and Indemnification

The Pledgor covenants and agrees to pay the Securities Intermediary’s expenses. 

The Pledgor covenants and agrees, to indemnify the Securities Intermediary and its 

employees, officers and directors (each, an “Indemnified Party”) for, hold each 

Indemnified Party harmless from, and defend each Indemnified Party against, any and all 
NY3:#7460091 

claims, losses, actions, liabilities, costs, damages and expenses of any nature incurred by 

any Indemnified Party arising out of or in connection with this Agreement or with the 

administration of its duties hereunder, including but not limited to reasonable attorney’s 

fees, tax liabilities (other than income tax liabilities associated with the Securities 

Intermediary’s fees), any liabilities or damages that may result from any inaccuracy or 

misrepresentation made in any tax certification provided to the Securities Intermediary, 

and other costs and expenses of defending or preparing to defend against any claim of 

liability, except to the extent such loss, liability, damage, cost and expense shall be 

caused by the Indemnified Party's own negligence or willful misconduct. The foregoing 

indemnification and agreement to hold harmless shall survive the termination of this 

Agreement and the resignation or removal of the Securities Intermediary. 

 

9. Statements, Confirmations and Notices of Adverse Claims 

The Securities Intermediary will from time to time provide statements of the 

Account to the Pledgor and the Collateral Agent in accordance with Section 5(j) of the 

Security Agreement. The Securities Intermediary will use reasonable efforts to promptly 

notify the Collateral Agent and the Pledgor of any adverse claims in regards to the 

Account pursuant to Section 5(g) of the Security Agreement. 

10. Exclusive Benefit

Except as specifically set forth in this Agreement, this Agreement is for the 

exclusive benefit of the parties to this Agreement and their respective permitted 

successors, and shall not be deemed to give, either expressly or implicitly, any legal or 

equitable right, remedy, or claim to any other entity or person whatsoever. No party may 

assign any of its rights or obligations under this Agreement without the prior written 

consent of the other parties except that the Securities Intermediary may resign as 

Securities Intermediary upon the terms described in this Agreement. 

11. Force Majeure 

Notwithstanding anything contained in this Agreement to the contrary, the 

Securities Intermediary shall not incur any liability for not performing any act or 

fulfilling any obligation hereunder by reason of any occurrence beyond its control 

(including, without limitation, any provision of any present or future law or regulation or 

any act of any governmental authority, any act of God or war or terrorism, or the 

unavailability of the Federal Reserve Bank wire services or any electronic 

communication facility). 

12. Resignation and Removal; Termination 

(a) The Collateral Agent may terminate this agreement by thirty (30) 

days’ written notice to the Securities Intermediary and the Pledgor. The Securities 

Intermediary or the Pledgor may terminate this agreement upon thirty (30) days’ written 

notice to all of the other parties. Upon receipt of a notice of termination, the Securities 
NY3:#7460091 

Intermediary will cease accepting any entitlement order from the Pledgor, as specified in 

Section 4, and any previous entitlement order delivered by the Pledgor will be deemed to 

be of no further force and effect. 

(b) If the Collateral Agent notifies the Securities Intermediary that its 

security interest in the Account or all of the financial assets therein has terminated, this 

agreement will immediately terminate. 

(c) In the event of any termination of this Agreement by the Collateral 

Agent or Pledgor as provided in clauses (a) or (b) above, the Securities Intermediary 

shall, upon payment of all outstanding fees and expenses hereunder, promptly forward 

any amounts held by the Securities Intermediary in the Account to the party or parties as 

so directed in writing by the Pledgor and the Collateral Agent, and the Securities 

Intermediary shall be relieved and discharged of any further responsibilities with respect 

to its duties hereunder. 

(d) In the event that the Securities Intermediary shall terminate this 

Agreement, the Collateral Agent and Pledgor shall appoint a successor securities 

intermediary and inform the Securities Intermediary of the name and address of any 

successor securities intermediary so appointed. If a successor securities intermediary has 

not accepted such appointment by the end of such thirty (30) day period, the Securities 

Intermediary may apply to a court of competent jurisdiction for the appointment of a 

successor securities intermediary or for other appropriate relief. Upon receipt of notice of 

the identity of the successor securities intermediary, the Securities Intermediary shall 

either deliver the financial assets then held in the Account hereunder to the successor 

securities intermediary, less the Securities Intermediary’s outstanding fees and expenses, 

or hold such amounts (or any portion thereof) pending distribution, until all such fees and 

expenses or the value of other obligations are paid to it. Upon delivery of the financial 

assets to the successor securities intermediary, the Securities Intermediary shall have no 

further duties, responsibilities or obligations hereunder. 

 

13. Governing Law 

(a) This Agreement and the Account (including all interests, duties 

and obligations with respect thereto) will be governed by the laws of the State of New 

York, without giving effect to conflict laws rules or principles that would purport to 

apply the law of any other jurisdiction than New York. The parties agree that the State of 

New York is the Securities Intermediary’s jurisdiction for purposes of Article 8-106 of 

the UCC. The parties irrevocably and unconditionally submit to the exclusive jurisdiction 

of the federal and state courts located in the Borough of Manhattan, City, County and 

State of New York, for any proceedings commenced regarding this Agreement, and 

irrevocably waive any objection to venue or inconvenient forum for any proceeding 

brought in any such court. 

(b) The parties irrevocably and unconditionally waive, to the fullest 

extent permitted by law, and agree not to plead or claim, any right of immunity from 

legal action, suit or proceeding, from setoff or counterclaim, from the jurisdiction of any 
NY3:#7460091 

court, from service of process, from attachment upon or prior to judgment, from 

attachment in aid of execution or judgment, from execution of judgment, or from any 

other legal process or proceeding for the giving of any relief or for the enforcement of 

any judgment, and consents to such relief and enforcement against it, its assets and its 

revenues in any jurisdiction, in each case with respect to any matter arising out of, or in 

connection with, this Agreement. 

(c) The parties irrevocably and unconditionally waive any right to trial 

by jury with respect to any proceeding relating to this Agreement. 

14. Instructions, Verification, Communications. 

(a) All instructions required under this Agreement shall be delivered 

to the Securities Intermediary in writing, in English, in facsimile or electronic form and, 

if so requested by the Securities Intermediary, an original, executed by an Authorized 

Person (as hereinafter defined) of each of the Pledgor or Collateral Agent, as applicable, 

or an entity acting on its behalf. The identity of such Authorized Persons, as well as their 

specimen signatures, title, telephone number and e-mail address, shall be delivered to the 

Securities Intermediary in the list of authorized signers form as set forth on Schedule A 

and shall remain in effect until the applicable party, or an entity acting on its behalf, 

notifies Securities Intermediary of any change thereto (the person(s) so designated from 

time to time, the “Authorized Persons”). The Securities Intermediary, the Pledgor and 

Collateral Agent agree that the above constitutes a commercially reasonable security 

procedure and further agree not to comply with any direction or instruction (other than 

those contained herein or delivered in accordance with this Agreement) from any other 

party. 

(b) In the event funds transfer instructions are given (other than in 

writing at the time of execution of this Agreement), whether in writing, by telecopier, 

.pdf, e-mail, or otherwise, such funds transfer instructions should contain a selected test 

word (a “Test Word”) also evidenced on Schedule A. Test Words must contain at least 8 

alphanumeric characters, established at document execution and changed each time 

Schedule A is updated in accordance with Section 14(a) above. In addition or in lieu of 

Test Words, the Securities Intermediary is authorized to seek confirmation of such 

instructions by telephone call back to the applicable person(s) specified to the Securities 

Intermediary from time to time by an Authorized Person and the Securities Intermediary 

may rely upon the confirmations of anyone purporting to be the person(s) so designated. 

To ensure the accuracy of the instructions it receives, the Securities Intermediary may 

record such call backs. If the Securities Intermediary is unable to verify the instruction, 

or is not satisfied in its sole discretion with the verification it receives, it will not execute 

the instruction until all issues have been resolved to its satisfaction. The persons and 

telephone numbers for call backs may be changed only in writing, signed by an 

Authorized Person, actually received and acknowledged by the Securities Intermediary. 

The Pledgor and the Collateral Agent acknowledge that these security procedures for 

funds transfers are commercially reasonable. 
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(c) To help the U.S. government fight the funding of terrorism and 

money laundering activities, Federal law requires all financial institutions to obtain, 

verify, and record information that identifies each person who opens an account. When 

an account is opened, the Securities Intermediary will ask for information that will allow 

the Securities Intermediary to identify relevant parties. The Pledgor and the Collateral 

Agent hereby acknowledge such information disclosure requirements and agree to 

comply with all such information disclosure requests from time to time from the 

Securities Intermediary. 

(d) Notwithstanding anything to the contrary herein, any and all email 

communications (both text and attachments) by or from the Securities Intermediary that 

the Securities Intermediary deems to contain confidential, proprietary, and/or sensitive 

information shall be encrypted. The recipient (the “Email Recipient”) of the encrypted 

email communication will be required to complete a registration process. Instructions on 

how to register and/or retrieve an encrypted message will be included in the first secure 

email sent by the Securities Intermediary to the Email Recipient. Additional information 

and assistance on using the encryption technology can be found at Citibank’s Secure 

Email website at www.citigroup.com/citigroup/citizen/privacy/email.htm or by calling 

(866) 535-2504 (in the U.S.) or (904) 954-6181. 

(e) The provisions of this Section 14(a)-(d) may be amended by the 

Securities Intermediary unilaterally upon notice to the Pledgor and the Collateral Agent 

(with the prior written consent of Pledgor, not to be unreasonably withheld or delayed). 

15. Entire Agreement 

 This Agreement is the entire agreement and supersedes any prior agreements and 

contemporaneous oral agreements, of the parties concerning its subject matter. 

16. Amendments 

 The Parties hereto shall the right to waive provisions hereof in writing. Subject to 

Section 14(e), no amendment of, or waiver of a right or obligation under, this Agreement 

will be binding unless it is in writing and signed by each of the parties hereto. 

17. Severability 

The invalidity, illegality or unenforceability of any provision of this Agreement 

shall in no way affect the validity, legality or enforceability of any other provision. If any 

provision of this Agreement is held to be unenforceable as a matter of law, the other 

provisions shall not be affected thereby and shall remain in full force and effect. 

 

18. Notices 

(a) Any notice permitted or required hereunder shall be in writing in 

English, and shall be sent (i) by personal delivery, overnight delivery by a recognized 

courier or delivery service, or (ii) mailed by registered or certified mail, return receipt 
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requested, postage prepaid, or (iii) confirmed telecopy accompanied by mailing of the 

original on the same day by first class mail, postage prepaid, in each case addressed to the 

address and person(s) designated below their respective signature hereto (or to such other 

address as any such party may hereafter designate by written notice to the other parties). 

Notices to the Securities Intermediary shall only be deemed given upon actual receipt by 

the Securities Intermediary. Whenever under the terms hereof the time for giving a 

notice or performing an act falls upon a Saturday, Sunday, or a banking holiday in New 

York, such time shall be extended to the next Business Day. 

(b) Any funds to be paid to the Securities Intermediary hereunder shall 

be sent by wire transfer pursuant to the following instructions: 

If to the Securities Intermediary: 

CITIBANK, N.A. 

ABA: 0210-0008-9 

Account Name: 

CREDIT A/C No.: 

For further credit: 

Reference: 

 

19. Counterparts 

This Agreement may be executed in any number of counterparts, all of which will 

constitute one and the same instrument, and any party hereto may execute this agreement 

by signing and delivering one or more counterparts. Facsimile signatures on counterparts 

of this Agreement shall be deemed original signatures with all rights accruing thereto 

except in respect to any Non-US entity, whereby originals are required. 

20. Use of Name 

No printed or other material in any language, including prospectuses, notices, 

reports, and promotional material which mentions “Citibank”, or “Citigroup” or “Citi” by 

name or the rights, powers, or duties of the Securities Intermediary under this Agreement 

shall be issued by either the Pledgor or the Collateral Agent hereto, or on such party’s 

behalf, without the prior written consent of the Securities Intermediary (not to be 

unreasonably withheld), except as may be necessary to comply with any applicable law 

(including any order, rule or regulation issued or promulgated by the Securities Exchange 

Commission). 

21. Limited Recourse 

 Notwithstanding anything to the contrary contained in this Agreement and the 

other Transaction Documents, the obligations of the Pledgor under this Agreement and 

all other Transaction Documents are solely the obligations of the Pledgor and shall be 

payable solely to the extent of funds received by and available to the Pledgor in 

accordance with this Agreement and the other Transaction Documents. No recourse shall 

be had for the payment of any amount owing in respect of any obligation of, or claim 

against, the Pledgor arising out of or based upon this Agreement or any other Transaction 
NY3:#7460091 

Document against any holder of a membership interest, employee, officer or Affiliate 

thereof. The provisions of this Section 21 shall survive the termination or expiration of 

this Agreement and payment in full of all the Secured Obligations. 

22. No Petitions

 Each of the Secured Parties, by accepting the benefits hereof, hereby covenants 

and agrees that it will not at any time prior to a year and a day after all of the Secured 

Obligations are repaid in full, (a) commence or institute against the Pledgor or join with 

or facilitate any other Person in commencing or instituting against the Pledgor, any 

bankruptcy, reorganization, arrangement, readjustment of debt, dissolution, receivership, 

insolvency or liquidation proceedings, or other similar proceedings under any United 

States Federal or state, or other jurisdiction, bankruptcy or similar law or statute now or 

hereafter in effect or (b) participate in any assignment for benefit of creditors, 

compositions, or arrangements with respect to the Pledgor’s debts. 

- signature pages follow - 
 IN WITNESS WHEREOF, each of the parties has caused the Account Control 

Agreement to be executed as of the day and year first written above. 

CITIBANK, N.A., 

 as Securities Intermediary 

 By:_____________________ 

 Name: 

 Title: 

 Date: 

 Notice to: 

 Citibank, N.A. 

 Agency & Trust 

 388 Greenwich Street, 14th 

 Floor 

 New York, NY 10013 

 Attn.: 

 Phone: 

 Facsimile: 

 
CHRYSLER 

 RECEIVABLES SPV LLC 

 By:_____________________ 

 Name: 

 Title: 

 Date: 

 Notice to: 

Chrysler Receivables SPV LLC 

1000 Chrysler Drive 

Auburn Hills, MI 48326 

Attn.: General Counsel 

 CIMS 485-14-78 

Telecopy: 

Telephone: 

Email: 
CITIBANK, N.A., 

 as Collateral Agent 

 By:_____________________ 

 Name: 

 Title: 

 Date: 

 Notice to: 

 Citibank, N.A. 

 Agency & Trust 

388 Greenwich Street, 14th

Floor 

 New York, NY 10013 

 Attn.: 

 Phone: 

 Facsimile: 

List of Exhibits and Schedules

Exhibit A: Form of Entitlement Notice 

 

Schedule A: List of Authorized Signers 
EXHIBIT A 

FORM OF ENTITLEMENT NOTICE 

REDACTED 
SCHEDULE A 

FORM OF AUTHORIZED PERSONS 

REDACTED 
Exhibit B-1 

FORM OF INCUMBENCY CERTIFICATE OF LENDER 

 

REDACTED 
Exhibit B-2 

FORM OF INCUMBENCY CERTIFICATE OF BORROWER 

 

REDACTED 
Exhibit B-3 

FORM OF INCUMBENCY CERTIFICATE OF SERVICER 

REDACTED 
Exhibit C 

PERMITTED INVESTMENTS – STANDING ORDERS 

1. Book-entry securities, negotiable instruments or securities represented by 

instruments in bearer or registered form which evidence: (i) direct obligations of, and 

obligations fully guaranteed as to full and timely payment by, the full faith and credit of 

the United States of America; or (ii) demand deposits, time deposits or certificates of 

deposit of any depository institution or trust company incorporated under the laws of the 

United States of America or any state thereof (or any domestic branch of a foreign bank) 

and subject to supervision and examination by Federal or State banking or depository 

institution authorities (which may include the Collateral Agent); provided, however, that 

at the time of the investment or contractual commitment to invest therein the commercial 

paper or other short-term unsecured debt obligations (other than such obligations the 

rating of which is based on the credit of a Person other than such depository institution or 

trust company) thereof shall have a short-term credit rating of A-1 by Standard & Poor’s 

Rating Group, a division of The McGraw-Hill Companies, Inc., or P-1 by Moody’s 

Investors Service, Inc., or F-1 by Fitch Ratings, or better. 

2. Money market mutual funds that: (i) are registered with the United States 

Securities and Exchange Commission and regulated under Rule 2a-7 of the Investment 

Company Act, and (ii) invest exclusively in direct obligations of the United States of 

America or obligations the prompt payment of the principal of and interest on which is 

unconditionally guaranteed by the United States of America. 
Exhibit D – Page 1 

Exhibit D—Form of Closing Certificate 

CLOSING CERTIFICATE 

Dated as of April 7, 2009 

Pursuant to Section 5.01(a) of the Credit Agreement dated as of April 7, 

2009 (as amended, modified or supplemented from time to time, the “Credit 

Agreement”; the terms defined therein being used herein as therein defined) among 

Chrysler Receivables SPV, LLC, as Borrower, and the United States Department of the 

Treasury, as Lender, the undersigned _____________, __________________ of Chrysler 

Receivables SPV, LLC, hereby certifies on behalf of the Borrower as follows: 

1. Attached hereto as Annex 1 is a true and complete copy of a Certificate of Good 

Standing from the Borrower’s jurisdiction of organization dated as of a recent 

date prior to the date hereof. 

2. Attached hereto as Annex 2 is a true and complete copy of the Limited Liability 

Company Agreement (the “LLC Operating Agreement”) of the Borrower 

effective as of April 3, 2009, and such LLC Operating Agreement has not been 

amended, repealed, modified or restated. 

3. Attached hereto as Annex 3 is a true and complete certified copy of the Certificate 

of Formation of the Borrower as in effect on the date hereof, and such Certificate 

of Formation has not been amended, repealed, modified or restated. 

4. Each of the individuals set forth below (a) is a duly appointed and acting officer 

of Borrower, holding the offices set forth opposite his/her name, and the signature 

set forth opposite his/her name is the signature of such persons as of the date 

hereof, and (b) is authorized on behalf of Borrower to execute and deliver on 

behalf of the Borrower, and to cause the Borrower to perform its obligations 

under, each of the Transaction Documents to which it is a party. 
Exhibit D – Page 2 

Name Title Signature

__________ __________ 

__________ __________ 

[signature page follows]
Exhibit D – Page 3 

IN WITNESS WHEREOF, the undersigned has caused this Closing Certificate to 

be executed in its name and behalf by its duly authorized representative as of the date 

first above-written. 

 CHRYSLER RECEIVABLES SPV, LLC, 

 as Borrower 

By: CHRYSLER, LLC, its sole member 

By: 

Name: 

Title: 
Exhibit E—Form of Pledge Agreement 
Execution Version 

BA0.226511 

PLEDGE AGREEMENT 

dated as of April 7, 2009 

among 

CHRYSLER LLC, 

as Pledgor, 

UNITED STATES DEPARTMENT OF THE TREASURY, 

as Lender, 

CITIBANK, N.A.,

as OEM Paying Agent 

and 

CITIBANK, N.A., 

as Collateral Agent hereunder 
TABLE OF CONTENTS 

PAGE

Section 1 . Definitions........................................................................................................ 1 

Section 2 . Security Interest. .............................................................................................. 3 

Section 3 . Representations, Warranties and Covenants of the Pledgor........................... 4 

Section 4 . Administration of Pledged Collateral.............................................................. 7 

Section 5 . The Pledged Accounts....................................................................................... 8 

Section 6 . The Collateral Agent....................................................................................... 10 

Section 7 . Waivers; Amendment. .................................................................................... 19 

Section 8 . Notices............................................................................................................ 19 

Section 9 . Binding Effect................................................................................................. 20 

Section 10 . Intentionally Reserved. ................................................................................ 20 

Section 11 . Expenses; Indemnity. ................................................................................... 20 

Section 12 . Successors and Assigns................................................................................ 21 

Section 13 . Counterparts. ............................................................................................... 22 

Section 14 . Severability. ................................................................................................. 22 

Section 15 . Integration.................................................................................................... 22 

Section 16 . Applicable Law. ........................................................................................... 22 

Section 17 . Submission to Jurisdiction; Venue; Etc. ...................................................... 23 

Section 18 . Confidentiality.............................................................................................. 23 

Section 19 . WAIVERS OF JURY TRIAL......................................................................... 24 

Section 20 . Limited Recourse. ........................................................................................ 24 

Section 21 . Headings. ..................................................................................................... 24 

Section 22 . Waiver of Right of Setoff.............................................................................. 24 

Section 23 . Instructions. ................................................................................................. 25 

Section 24 . Further Assurances...................................................................................... 25 

Section 25 . Intentionally Reserved. ................................................................................ 25 

Section 26 . Role of the Lender........................................................................................ 25 

Section 27 . Intentionally Reserved. ................................................................................ 25 

Section 28 . Executive Privileges and Compensation...................................................... 25 

Section 29 . Termination.................................................................................................. 26 

Section 30 . Additional Inspection Rights........................................................................ 26 

Section 31 . No Merger of Title. ...................................................................................... 27 

Section 32 . Limitation upon Certain Independent Actions; No Challenges................... 27 

Section 33 . Employ American Workers Act of 2009....................................................... 28 

Exhibit A Intentionally reserved 

Exhibit B-1 Form of Incumbency Certificate of Lender 

Exhibit B-2 Form of Incumbency Certificate of Pledgor 

Exhibit B-3 Form of Incumbency Certificate of OEM Paying Agent 

Exhibit C Form of Account Control Agreement 
PLEDGE AGREEMENT 

This PLEDGE AGREEMENT dated as of April 7, 2009 (this “Agreement”) 

among CHRYSLER LLC, a Delaware limited liability company (the “Pledgor”), 

UNITED STATES DEPARTMENT OF THE TREASURY (the “Lender”), CITIBANK, 

N.A., a national banking association, as paying agent under the Paying Services 

Agreement (in such capacity, together with its Affiliates and successors in such capacity, 

the “OEM Paying Agent”), and CITIBANK, N.A., a national banking association, as 

collateral agent for the Secured Parties hereinafter referred to (in such capacity, together 

with its successors in such capacity, the “Collateral Agent” and, together with the OEM 

Paying Agent, the “Agents”). 

WHEREAS, concurrently with the execution and delivery of this Agreement, 

Chrysler Receivables SPV LLC (“Borrower”) and the Lender are entering into the Credit 

Agreement dated as of the date hereof (the “Credit Agreement”) pursuant to which the 

Lender has agreed to make the Loans to the Borrower thereunder upon the terms and 

subject to the conditions set forth therein; and 

WHEREAS, the proceeds of the Loans shall be used by the Borrower to acquire 

Eligible Receivables pursuant to Supplier Agreements; and 

WHEREAS, to facilitate payment of Eligible Receivables, Pledgor and Paying 

Agent, concurrently with the execution and delivery of this Agreement, are entering into 

the Paying Services and Supplier Designation Agreement dated as of the date hereof (the 

“Paying Services Agreement”); 

WHEREAS, it is a condition precedent to the obligations of the Lender to make 

the Loans to the Borrower under the Credit Agreement that the Pledgor shall have 

executed and delivered this Agreement; 

NOW THEREFORE, in consideration of the foregoing and other good and 

valuable consideration, the receipt and sufficiency of which are hereby acknowledged, 

and as an inducement for Lender to enter into the Credit Agreement and make loans 

thereunder to Borrower, the Parties agree as follows: 

Section 1. Definitions. 

(a) Terms Defined in Credit Agreement. Terms defined in the Credit 

Agreement and not otherwise defined in this Section have, as used herein, the respective 

meanings provided for therein. The rules of construction specified in Section 1.02 of the 

Credit Agreement also apply to this Agreement. 

(b) Terms Defined in UCC. Where applicable and except as otherwise 

expressly provided herein, terms used herein (whether or not capitalized) shall have the 

respective meanings assigned to them in the UCC. 

(c) Additional Definitions. The following additional terms, as used herein, 

have the following meanings: 
2 

“Control” has the meaning specified in UCC Section 8-106, 9-104, 9-105, 9-106 

or 9-107, as may be applicable to the relevant Collateral. 

“Compensation Regulations”: as defined in Section 28(a)(i). 

“Costs and Expenses” as defined in the Security Agreement. 

“Indemnitee” has the meaning set forth in Section 11(b). 

“Major Borrower Action” has the meaning set forth in Section 3(k) 

“Officer’s Certificate” means, with respect to any entity, a certificate signed by 

the Chairperson, the Vice Chairperson, the President, any Vice President, any Assistant 

Vice President, the Treasurer, any Assistant Treasurer, the Secretary, any Assistant 

Secretary, or any other duly authorized signatory of such entity or the sole (or, if more 

than one, managing) member thereof.

“Party” means a party to this Agreement. 

“Pledged Account” has the meaning set forth in Section 2(a)(iii). 

“Pledged Account Control Agreement” means an Account Control Agreement 

substantially in the form of Exhibit C between the Pledgor and the Collateral Agent. 

“Pledged Collateral” has the meaning set forth in Section 2(a). 

“Pledged Equity Interests” has the meaning set forth in Section 2(a)(i). 

“Proper Instructions” has the meaning set forth in Section 6(a)(iii). 

“Responsible Officer” has the meaning set forth in Section 6(a)(ii). 

“Secured Obligations” means collectively (a) the Borrower’s respective 

obligations to each of the Lender, the Collateral Agent, and the OEM Paying Agent under 

each Transaction Document, including, without limitation, all Costs and Expenses, 

Obligations and indemnity amounts owed hereunder and thereunder; and (b) the 

Pledgor’s respective obligations to each of the Lender, the Collateral Agent, and the 

OEM Paying Agent under each Transaction Document to which it is a party, including, 

without limitation, all Costs and Expenses, Obligations and indemnity amounts owed 

hereunder and thereunder. 

“Secured Parties” means the holders from time to time of the Secured 

Obligations. 

“Security Agreement”: the Security Agreement to be entered into by the 

Borrower, the Servicer, the Collateral Agent and the Lender. 

“Security Interest” means the security interest in the Pledged Collateral granted 

hereunder. 
3 

“Senior Executive Officer”: a senior executive officer of Pledgor as defined in

subsection 111 of EESA and regulations issued or to be issued thereunder, including the 

rules set forth in 31 C.F.R. Part 30 or any rules that replace 31 C.F.R. part 30. 

“Senior Employee”: with respect to the Pledgor, any of the twenty-five (25) 

most highly compensated employees (including the Senior Executive Officers). 

“UCC” has the meaning provided for in the Security Agreement. 

“Waterfall”: the order of payments set forth in Section 5(e) of the Security 

Agreement 

Section 2. Security Interest.

(a) In order to secure the Secured Obligations, the Pledgor hereby grants to the 

Collateral Agent a continuing first priority security interest in and hereby pledges to the 

Collateral Agent, in each case for the benefit of the Secured Parties, all of the following 

property of the Pledgor whether now owned or existing or hereafter acquired or arising 

and regardless of where located (the “Pledged Collateral”): 

(i) all investment property, capital stock, shares, securities, member 

interests, partnership interests, warrants, options, put rights, call rights, similar 

rights, and all other ownership or participation interests of the Pledgor in the 

Borrower or in the revenue, income, or profits thereof (collectively, the “Pledged 

Equity Interests”); 

(ii) all cash, interest, stock and other dividends or distributions paid or 

payable on any of the foregoing; 

(iii) all right, title and interest of the Pledgor in the Collateral Account, 

and each Deposit Account in which Pledgor deposits amounts due in respect of 

Purchased Receivables, including, without limitation, accounts established 

pursuant to the Paying Services Agreement (each, a “Pledged Account”), and for 

each such Securities Account, all Financial Assets held therein or credited thereto 

(including all cash, Instruments and Investment Property) and all Security 

Entitlements in respect thereof; 

(iv) all books and records pertaining to any of the Pledged Collateral; 

and 

(v) all Proceeds of the Pledged Collateral. 

(b) The Collateral Agent and the Pledgor agree that the Pledged Collateral, 

except for any Pledged Account, shall be treated as a “Financial Asset” within the 

meaning of Sections 8-102(a)(9) and 8-103 of the UCC. The Pledgor and Collateral 

Agent shall cooperate to cause (i) securities in certificated form held by the Collateral 

Agent to be in suitable form for transfer by delivery, or accompanied by duly executed 

instruments of transfer or assignment in blank, with signatures appropriately guaranteed, 
4 

all in form and substance satisfactory to the Lender and (ii) securities that are 

“uncertificated securities” (as defined in Section 8-102 of the UCC) that are not 

registered in the name of the Collateral Agent to be subject to a control agreement 

whereby the issuer of the uncertificated securities agrees to comply with any 

“instruction” (as defined in Section 8-102 of the UCC) originated by the Collateral Agent 

and relating to such securities without further consent by the Pledgor or any other person. 

(c) Upon the execution and delivery of this Agreement, Pledgor shall deliver to 

and deposit with the Collateral Agent, in pledge, all of Pledgor’s certificates, instruments 

or other documents comprising or evidencing the Pledged Collateral, together with 

undated stock powers, instruments or other documents signed in blank by Pledgor. In the 

event that Pledgor should ever acquire or receive any further or additional certificates, 

securities, instruments or other documents evidencing the Pledged Collateral, Pledgor 

shall deliver to and deposit with the Collateral Agent in pledge, all such further or 

additional certificates, securities, instruments or other documents which evidence the 

Pledged Collateral. 

(d) With respect to each right to payment or performance included in the 

Pledged Collateral from time to time, the Security Interest granted therein includes a 

continuing security interest in (i) any Supporting Obligation that supports such payment 

or performance and (ii) any Lien that (x) secures such right to payment or performance or 

(y) secures any such Supporting Obligation. 

(e) The Security Interest is granted as security only and shall not subject the 

Collateral Agent or any other Secured Party to, or transfer or in any way affect or modify, 

any obligation or liability of the Pledgor with respect to any of the Pledged Collateral or 

any transaction in connection therewith. 

Section 3. Representations, Warranties and Covenants of the Pledgor.

 The Pledgor represents and warrants to the Agents and the Lender as of the date 

hereof, and covenants with the Agents and the Lender, as follows: 

(a) The Pledgor is a limited liability company, validly existing and in good 

standing under the laws of the State of Delaware. The Pledgor’s exact legal name is 

correctly set forth on the signature page hereof. The Pledgor’s mailing address is 

Chrysler LLC, 1000 Chrysler Drive, Auburn Hills, Michigan 48326, Attention: General 

Counsel CIMS 485-14-78, and the address of its registered office is The Corporation 

Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 

19801. The Pledgor will provide the Collateral Agent with at least 60 days’ prior written 

notice of any change in the Pledgor’s name, form, jurisdiction of organization, 

organizational identification number, federal tax identification number, mailing address 

or the address of its registered office from that provided to the Collateral Agent on the 

Closing Date. 

(b) The Pledgor has the power and authority, and the legal right, to make, 

deliver and perform this Agreement. The Pledgor has taken all necessary organizational 
5 

action to authorize the execution, delivery and performance of this Agreement. No 

consent or authorization of, filing with, notice to or other act by or in respect of, any 

Governmental Authority or any other Person is required in connection with the 

transactions contemplated under this Agreement, except (A) consents, authorizations, 

filings and notices as have been obtained or made and are in full force and effect and (B) 

the filing of UCC financing statements referred to in this Agreement. This Agreement 

has been duly executed and delivered on behalf of the Pledgor and constitutes a legal, 

valid and binding obligation of the Pledgor, enforceable against the Pledgor in 

accordance with its terms, except as enforceability may be limited by applicable 

bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the 

enforcement of creditors’ rights generally and by general equitable principles (whether 

enforcement is sought by proceedings in equity or at law). 

(c) The Pledgor has good title to all of the Pledged Collateral, and has not 

granted any security interest in, or Lien on, any of the Pledged Collateral other than 

Permitted Liens. The Pledgor has full power and authority to grant to the Collateral 

Agent (for the benefit of the Secured Parties) the Security Interest. The Pledgor has not 

performed any acts that would reasonably be expected to prevent the Collateral Agent 

from enforcing any of the provisions of this Agreement. No financing statement, security 

agreement, mortgage or similar or equivalent document or instrument covering all or part 

of the Pledged Collateral is on file or of record in any jurisdiction in which such filing or 

recording would be effective to perfect or record a Lien on such Pledged Collateral 

except for the Permitted Liens. After the date of this Agreement, no Pledged Collateral 

will be in the possession or under the Control of any other Person having a claim thereto 

or security interest therein, other than Permitted Liens. The Pledgor will defend the right, 

title and interest of the Secured Parties in and to all Pledged Collateral against all adverse 

claims and demands of all Persons whomsoever, subject to the rights of holders of any 

Permitted Lien. 

(d) The Pledged Equity Interests (i) have been duly authorized and validly 

issued to Pledgor, (ii) to the extent applicable, are fully paid and nonassessable, and (iii) 

constitute one hundred percent (100%) of the authorized, issued and outstanding 

ownership interests of Borrower. There are no restrictions upon the transfer of the 

Pledged Collateral and Pledgor has the power and authority and right to transfer the 

Pledged Collateral free of any encumbrances and without obtaining the consent of any 

other Person, other than the United States Department of the Treasury in its capacity as 

lender under the OEM Loan Agreement. All rights of Pledgor in connection with its 

ownership of Borrower are evidenced and governed solely by the Certificate of 

Formation of the Borrower and the LLC Agreement, and no other similar agreements are 

applicable to any of the Pledged Collateral. 

(e) The Security Interest on all Pledged Collateral (i) has been validly created, 

(ii) is one of first priority subject to Permitted Liens, (iii) will attach to each item of such 

Pledged Collateral on the Closing Date (or, if the Pledgor first obtains rights thereto on a 

later date, on such later date) and (iv) when so attached, will secure all the Secured 

Obligations. 
6 

(f) The Pledgor will promptly give to the Collateral Agent copies of any 

notices and other communications received by it with respect to Security Entitlements 

included in the Pledged Collateral as to which the Pledgor is the Entitlement Holder. 

(g) The Pledgor will, from time to time, at its expense, execute, deliver, file and 

record any statement, assignment, instrument, document, agreement or other paper and 

take any other action (including any filing of financing or continuation statements under 

the UCC) that from time to time may be necessary or desirable, or that the Collateral 

Agent may reasonably request, in order to (i) create, preserve, perfect, confirm or validate 

the Security Interest, (ii) cause the Collateral Agent to have Control of any item of 

Pledged Collateral (if applicable), (iii) enable the Collateral Agent or the Secured Parties 

to obtain the full benefits of the Security Documents or (iv) enable the Collateral Agent 

to exercise and enforce any of its rights, powers and remedies with respect to the Pledged 

Collateral. The Pledgor authorizes the Collateral Agent to execute and file such 

financing statements or continuation statements in such jurisdictions with such 

descriptions of collateral and other information set forth therein as the Collateral Agent 

may deem necessary or desirable for the purposes set forth in the preceding sentence. 

The Pledgor also ratifies its authorization for the Collateral Agent to file in any such 

jurisdiction any initial financing statements or amendments thereto if filed prior to the 

date hereof. 

(h) The Pledgor will, promptly upon request, provide to the Collateral Agent all 

information and evidence concerning the Pledged Collateral that the Collateral Agent 

may reasonably request from time to time to enable it to enforce the provisions of this 

Agreement. 

(i) Promptly following a request from the Collateral Agent or the Lender to do 

so, and at the Pledgor’s own expense, the Pledgor agrees (i) to take all such lawful action 

as the Collateral Agent or the Lender may reasonably request to compel or secure the 

performance and observance by any obligor of its obligations to the Pledgor under or in 

connection with (A) agreements or instruments pursuant to which any Pledged Collateral 

is issued in accordance with the terms thereof (provided that such action is not 

inconsistent with or in violation of any of the Pledgor’s obligations under such 

agreements or instruments) and (B) any Transaction Document to which the Pledgor is a 

party in accordance with the terms thereof (provided that such action is not inconsistent 

with or in violation of any of the Pledgor’s obligations under such Transaction 

Documents) and (ii) to exercise any and all rights, remedies, powers and privileges 

lawfully available to the Pledgor, as owner of the Pledged Collateral, under or in 

connection with such agreements or instruments, or under or in connection with any 

Transaction Document or Supplier Agreement, in each case to the extent and in the 

manner reasonably directed by the Collateral Agent or by the Lender, including the 

transmission of notices of default and the institution of legal or administrative actions or 

proceedings to compel or secure performance by any such Person of its obligations 

thereunder. The Pledgor further agrees that it will not (A) exercise any right, remedy, 

power or privilege available to it under or in connection with the agreements or 

instruments pursuant to which any Pledged Collateral is issued or under or in connection 

with any Transaction Document or any Supplier Agreement, (B) take any action to 
7 

compel or secure performance or observance by any Person of its obligations to the 

Pledgor as holder of the Pledged Collateral under or in connection with such agreements 

or instruments or under or in connection with any Transaction Document or any Supplier 

Agreement or (C) give any consent, request, notice, direction, approval, extension or 

waiver to any Person under the agreements or instruments pursuant to which any Pledged 

Collateral is issued or under any Transaction Document or Supplier Agreement, in each 

case not required to be exercised, taken, observed or given by the Pledgor pursuant to the 

terms thereof unless, in each case, it has obtained the prior written consent of the Lender 

and such action is not inconsistent with or in violation of any of the Pledgor’s obligations 

under such agreements, instruments or Transaction Documents or Supplier Agreements, 

as the case may be. 

(j) The Pledgor shall not assign or otherwise transfer any of its rights or 

obligations as sole member or its limited liability company membership interest in the 

Borrower (and any attempted assignment or transfer by the Pledgor without the consent 

of the Lender shall be null and void). 

(k) Unless and until an Event of Default shall have occurred and be continuing, 

the Pledgor shall (i) be entitled to vote any and all of the Pledged Equity Interests and to 

give consents, waivers or ratifications in respect of the Pledged Equity Interests other 

than with respect to a Material Action (as defined in the LLC Agreement) (a “Major 

Borrower Action”), and (ii) have the right to exercise all other powers of ownership 

pertaining to the Pledged Collateral other than with respect to a Major Borrower Action; 

provided, that Pledgor shall not take or cause to be taken any action to effectuate a Major 

Borrower Action without the prior written consent of the Lender. All such rights of the 

Pledgor shall cease when an Event of Default shall have occurred and be continuing, 

whereupon Lender shall have sole right to vote, and exercise all other powers of 

ownership pertaining to, any and all of the Pledged Collateral and Pledgor hereby grants 

Lender an irrevocable proxy to vote the Pledged Collateral on all matters during such 

continuing Event of Default. 

(l) The Pledgor shall remit all payments in respect of Purchased Receivables to 

the Collateral Account through the OEM Paying Agent as the Pledgor’s Paying Agent 

pursuant to the Paying Services Agreement. 

Section 4. Administration of Pledged Collateral. 

(a) The Collateral Agent shall at all times have all the rights of a secured party 

under the UCC (whether or not in effect in the jurisdiction where such rights are 

exercised) with respect to the Pledged Collateral. In addition, the Collateral Agent shall, 

upon Proper Instructions from the Lender, but only while an Event of Default has 

occurred and is continuing, sell, lease, license or otherwise Dispose of the Pledged 

Collateral or any part thereof, in one or more parcels at public or private sale, at any 

exchange, broker’s board or at any of Collateral Agent’s offices or elsewhere, for cash, 

on credit or for future delivery, at such time or times and at such price or prices and upon 

such other terms as the Collateral Agent may deem commercially reasonable, irrespective 

of the impact of any such sales on the market price of the Pledged Collateral. To the 
8 

maximum extent permitted by applicable law, any Secured Party may be the purchaser of 

any or all of the Pledged Collateral at any such sale and (with the consent of the Lender, 

which may be withheld in its reasonable discretion) shall be entitled, for the purpose of 

bidding and making settlement or payment of the purchase price for all or any portion of 

the Pledged Collateral sold at any such public sale, to use and apply all or any part of its 

Secured Obligations as a credit on account of the purchase price of any Pledged 

Collateral payable at such sale. Upon any sale of Pledged Collateral by the Collateral 

Agent (including pursuant to a power of sale granted by statute or under a judicial 

proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be 

a sufficient discharge to the purchaser or purchasers of the Pledged Collateral so sold and 

such purchaser or purchasers shall not be obligated to see to the application of any part of 

the purchase money paid over to the Pledgor or such officer or be answerable in any way 

for the misapplication thereof. Each purchaser at any such sale shall hold the property 

sold absolutely free from any claim or right on the part of the Pledgor, and the Pledgor 

hereby waives (to the extent permitted by law) all rights of redemption, stay or appraisal 

that it now has or may at any time in the future have under any rule of law or statute now 

existing or hereafter enacted. The Collateral Agent shall not be obligated to make any 

sale of Pledged Collateral regardless of notice of sale having been given. The Collateral 

Agent may adjourn any public or private sale from time to time by announcement at the 

time and place fixed therefor, and such sale may, without further notice, be made at the 

time and place to which it was so adjourned. To the maximum extent permitted by law, 

the Pledgor hereby waives any claim against the Collateral Agent arising because the 

price at which any Pledged Collateral may have been sold at such a private sale was less 

than the price that might have been obtained at a public sale, even if the Collateral Agent 

accepts the first offer received and does not offer such Pledged Collateral to more than 

one offeree. The Collateral Agent may, with the consent of the Lender, disclaim any 

warranty, as to title or as to any other matter, in connection with such sale or other 

Disposition, and its doing so shall not be considered adversely to affect the commercial 

reasonableness of such sale or other Disposition. 

(b) If the Collateral Agent sells any of the Pledged Collateral upon credit, the 

Pledgor will be credited only with payment actually made by the purchaser and received 

by the Collateral Agent. If the purchaser fails to pay for the Pledged Collateral, the 

Collateral Agent may resell the same, subject to the same rights and duties set forth 

herein. 

(c) Any and all interest and other cash and non-cash distributions in respect of 

any Pledged Collateral, any and all payments received upon Disposition of any Pledged 

Collateral and any and all other Proceeds of any Pledged Collateral shall be paid directly 

to, and shall be received and held in, a segregated account, for further distribution in 

accordance with the Waterfall. If any Proceeds of the Pledged Collateral are received by 

the Pledgor otherwise than in such account, such Proceeds shall be so received in trust for 

the Collateral Agent, shall be segregated from other funds and property of the Pledgor 

and shall be forthwith delivered to the Collateral Agent for deposit in such account in the 

same form as received, with any necessary endorsements. 

Section 5. The Pledged Accounts. 
9 

(a) Pledged Accounts. The Collateral Agent shall have Control over the 

Pledged Accounts. The Pledgor and the Collateral Agent shall always be party to the 

Pledged Account Control Agreement. The Pledged Accounts may be sub-divided into 

sub-accounts. 

(b) Access to Pledged Accounts in the Absence of an Event of Default. The 

Pledgor, or the OEM Paying Agent acting on its behalf, will not direct the Collateral 

Agent to make any transfers or withdrawals from any Pledged Account except that, 

provided no Event of Default has occurred and is continuing, the Pledgor, or the OEM 

Paying Agent acting on its behalf, may by Proper Instructions direct the Collateral Agent 

to transfer amounts in the Pledged Accounts to the OEM Paying Agent on behalf of the 

Pledgor (i) in accordance with the Paying Services Agreement or (ii) otherwise in 

accordance with Proper Instructions from the Lender. 

(c) Access to Pledged Accounts during an Event of Default. While an Event of 

Default has occurred and is continuing (i) neither the Pledgor, nor the OEM Paying 

Agent acting on its behalf, shall be entitled to direct the Collateral Agent to make any 

transfers or withdrawals from any Pledged Account, and (ii) all amounts in the Pledged 

Accounts and all cash and non-cash proceeds of the Pledged Collateral may be applied by 

or withdrawn by the Lender in its sole discretion upon Proper Instructions to the 

Collateral Agent, less any Costs or Expenses of any Agent. If an Event of Default has 

occurred and is continuing the Lender may direct the Collateral Agent to open subaccounts of any Pledged Account, provided that Costs and Expenses of the Agents should 

in all cases be paid first. 

(d) Application of Proceeds at Maturity. If as of the Maturity Date all non-cash 

Pledged Collateral has not been fully liquidated and Disposed of and all proceeds thereof 

have not been deposited in a Pledged Account, then as of the Maturity Date, all amounts 

available in the Pledged Accounts, after establishment of a reserve in an amount 

determined by the Lender to cover Costs and Expenses anticipated to be incurred from 

the Maturity Date to the Final Distribution Date (as defined in the Security Agreement) 

shall be distributed by the Collateral Agent at the direction of the Lender in accordance 

with the Waterfall. 

(e) Application of Proceeds at Final Distribution Date. On the Final 

Distribution Date, all amounts available in the Pledged Accounts shall be distributed by 

the Collateral Agent at the direction of the Lender in accordance with Section 5(f) of the 

Security Agreement. 

(f) Notice of Adverse Claims. The Collateral Agent shall give the Pledgor and 

the Lender prompt notice if (i) the Collateral Agent receives written notice or (ii) (A) any 

officer or employee of the Collateral Agent involved with the administration of the 

transactions and agreements contemplated by this Agreement and the other Transaction 

Documents and the Pledged Collateral, (B) any officer or employee within the Collateral 

Agent’s office of the general counsel or office of the corporate secretary, (C) any officer 

or employee employed in the corporate trust division or to whom corporate trust matters 

are generally referred or (D) any other officer of the Collateral Agent receives written 
10 

notice that any Pledged Account becomes subject to any writ, order, judgment, warrant of 

attachment, execution, similar process, or other adverse claim. 

(g) Statement of Account. The Collateral Agent from time to time shall provide 

the Pledgor and the Lender upon written request with statements of account relative to the 

Pledged Accounts in accordance with the Collateral Agent’s customary practices; 

provided that (x) statements of account shall be provided to each of the foregoing Persons 

not less frequently than monthly notwithstanding the lack of a written request and (y) to 

the extent that the information contained in such statements of account is supplied by an 

institution or institutions other than the Collateral Agent, the Collateral Agent shall not be 

responsible for the correctness or accuracy of the information received by. However, if 

such information is not provided to the Collateral Agent by the time specified in this 

Agreement or in the other Transaction Documents and, where relevant, in the form set 

out in the relevant Transaction Document, or if such information is manifestly incorrect, 

the Collateral Agent shall use reasonable efforts to make the necessary calculations and 

shall incur no liability hereunder for any consequence resulting from making such 

calculations other than as a result of its negligence, bad faith, willful misconduct or 

fraudulent actions. 

(h) Instructions for Payment. Any Officer’s Certificate and Proper Instruction 

given to the Collateral Agent for payment out of the Collateral Account pursuant to this 

Agreement, shall set forth on the face thereof the specific amounts of the allocations, 

payments, amounts, deposits, transfers or withdrawals addressed therein and such other 

information as shall be sufficient to enable the Collateral Agent to carry out the 

instructions and take the related actions in accordance with this Agreement. The 

Collateral Agent shall promptly comply with any such Proper Instruction made in 

accordance with the provisions of this Agreement. 

Section 6. The Collateral Agent. 

(a) Employment of Collateral Agent and Property to be Held. 

(i) Each Secured Party hereby appoints the Collateral Agent as an 

agent of such Secured Party and custodian of the Pledged Collateral and authorizes 

and directs the Collateral Agent (A) to sign and deliver the Security Documents as 

Collateral Agent and (B) to take such actions on its behalf and to perform such 

obligations as are delegated to the Collateral Agent by the express terms of the 

Transaction Documents. The Collateral Agent accepts such appointment. The 

provisions of this Section 6 are solely for the benefit of the Collateral Agent and the 

Lender, and the Pledgor has no rights as a third party beneficiary of any of such 

provisions. 

(ii) Concurrently with the execution of this Agreement, and from time 

to time thereafter, as appropriate, (A) the Lender shall deliver to the Collateral 

Agent, duly certified by an authorized officer of the Lender a certificate 

substantially in the form set forth in Exhibit B-1 hereof setting forth the names, titles, 

signatures and scope of authority of all persons authorized to give Proper 
11 

Instructions or any other notice, request, direction, instruction, certificate or 

instrument on behalf of Lender (each such person, a “Responsible Officer” of the 

Lender); (B) the Pledgor shall deliver to the Collateral Agent, duly certified by an 

authorized officer of the Pledgor a certificate substantially in the form set forth in 

Exhibit B-2 hereof setting forth the names, titles, signatures and scope of authority 

of all persons authorized to give Proper Instructions or any other notice, request, 

direction, instruction, certificate or instrument on behalf of the Pledgor (each such 

person, a “Responsible Officer” of the Pledgor); and (C) the OEM Paying Agent 

shall deliver to the Collateral Agent, duly certified by an authorized officer of the 

OEM Paying Agent a certificate substantially in the form set forth in Exhibit B-3 

hereof setting forth the names, titles, signatures and scope of authority of all persons 

authorized to give Proper Instructions or any other notice, request, direction, 

instruction, certificate or instrument on behalf of the OEM Paying Agent (each such 

person, a “Responsible Officer” of the OEM Paying Agent). Each such certificate 

may be accepted and relied upon by the Collateral Agent as conclusive evidence of 

the facts set forth therein and shall be considered to be in full force and effect until 

receipt by the Collateral Agent of a similar certificate to the contrary. 

(iii) “Proper Instructions,” as such term is used throughout this 

Agreement and other Transaction Documents, means a writing signed by a 

Responsible Officer of the Lender, the Pledgor or the OEM Paying Agent, as 

applicable. Proper Instructions may be standing instructions. Each such writing 

shall set forth the specific transaction or type of transaction involved and may set 

forth any appropriate procedures to be followed. Proper Instructions may include 

communications effected (x) directly between electro-mechanical or electronic 

devices in accordance with security procedures agreed to by the Collateral Agent 

and the Lender in any such writing or (y) by other means if and to the extent that the 

Person issuing the Proper Instructions and the Collateral Agent shall have agreed in 

writing to permit such other means. 

(b) Certain Collateral Agent Actions. 

(i) Before the Collateral Agent acts or refrains from acting, it may, in 

the absence of Proper Instructions, require an Officer’s Certificate of the Lender 

and/or an opinion of counsel satisfactory to the Collateral Agent with respect to the 

proposed action or inaction. The Collateral Agent shall not be liable for any action 

it takes or omits to take in good faith in reliance on such certificate or opinion. 

Whenever in the administration of any Transaction Document the Collateral Agent 

shall deem it necessary or desirable that a matter be provided or established prior to 

taking or suffering or omitting to take any act hereunder or under any of the other 

Transaction Documents, such matter (unless other evidence with respect thereto be 

herein or therein specifically prescribed) may, in the absence of negligence, bad 

faith, willful misconduct or fraudulent actions on the part of the Collateral Agent, be 

deemed to be conclusively proved and established by an Officer’s Certificate of the 

Lender delivered to the Collateral Agent, and such certificate, in the absence of 

negligence, bad faith, willful misconduct or fraudulent actions on the part of the 

Collateral Agent, shall be full warrant to the Collateral Agent for any action taken, 
12 

suffered or omitted to be taken by it under the provisions of any Transaction 

Document upon the faith thereof. 

(ii) In each case that the Collateral Agent may or is required hereunder 

or under any other Transaction Document to take any action, including to make any 

determination or judgment, to give consents, to exercise rights, remedies, powers or 

privileges, to release or sell collateral or otherwise to act hereunder or under any 

other Transaction Document, the Collateral Agent may seek direction from the 

Lender. The Collateral Agent shall not have any duty to take any discretionary 

action or exercise any discretionary powers, but shall be required to act or refrain 

from acting solely upon the written instruction of the Lender, and the Collateral 

Agent shall not be liable with respect to any action taken or omitted to be taken by it 

in good faith in accordance with such direction. If the Collateral Agent shall request 

direction from the Lender with respect to any action, the Collateral Agent shall be 

entitled to refrain from such action unless and until such Collateral Agent shall have 

received direction from the Lender, and the Collateral Agent shall not incur liability 

to any Person by reason of so refraining. 

(c) Duties of the Collateral Agent with Respect to Property of the Pledgor. 

(i) Generally. Except as otherwise set forth herein, the powers 

conferred on the Collateral Agent hereunder are solely to protect its interest in the 

Pledged Collateral and shall not impose any duty upon it to exercise any such 

powers. Except for the safe custody of any Pledged Collateral in its possession and 

the accounting for moneys actually received by it hereunder, the Collateral Agent 

shall have no duty as to any Pledged Collateral or as to the taking of any necessary 

steps to preserve rights against prior parties or any other rights pertaining to any 

Pledged Collateral. 

(ii) Bank Accounts. The Collateral Agent shall open and maintain a 

separate deposit account or accounts in the United States in the name of the 

Borrower subject only to draft, order, or other instructions pursuant to the terms of 

this Agreement and the Pledged Account Control Agreement (A) in accordance with 

Proper Instructions from Pledgor, or the OEM Paying Agent acting on its behalf, so 

long as no Event of Default has occurred and is continuing or (B) in accordance with 

Proper Instructions from the Lender while an Event of Default has occurred and is 

continuing. The Collateral Agent shall hold in such account or accounts, subject to 

the provisions hereof, all cash received by it from or for the account of the Pledgor. 

Any such account shall, absent a Proper Instruction to the contrary, be held as a 

Pledged Account. Upon and during the continuance of any Event of Default, the 

Lender shall have the right to notify any or all Persons party to the Pledged Account 

Control Agreement of the occurrence and continuance of an Event of Default and 

other appropriate circumstances, and exercise control over and take possession or 

custody of any or all Pledged Collateral in the possession, custody or control of such 

other Persons. 
13 

(iii) “Financial Assets” Election. The Collateral Agent and the 

Pledgor agree that Pledged Collateral, except for the Pledged Account(s), shall be 

treated as a “Financial Asset” within the meaning of Sections 8-102(a)(9) and 8-103 

of the UCC. 

(d) Collateral Agent’s Rights. 

(i) The Lender understands that the Collateral Agent is engaged in a 

wide range of financial services and businesses (including investment management, 

financing, securities trading, corporate and investment banking and research) (such 

services and businesses are collectively referred to in this Section 6(d) as 

“Activities”) and may engage in the Activities with or on behalf of the Pledgor or its 

respective Affiliates. Furthermore, the Collateral Agent may, in undertaking the 

Activities, engage in trading in financial products or undertake other investment 

businesses for its own account or on behalf of others (including the Pledgor and its 

Affiliates and including holding, for its own account or on behalf of others, equity, 

debt and similar positions in the Pledgor or its Affiliates), including trading in or 

holding long, short or derivative positions in securities, loans or other financial 

products of the Pledgor or its Affiliates. The Lender understands and agrees that in 

engaging in the Activities, the Collateral Agent may receive or otherwise obtain 

information concerning the Pledgor or its Affiliates (including information 

concerning the ability of the Pledgor to perform its respective obligations hereunder 

and under the other Transaction Documents) which information may not be 

available to the Lender. The Collateral Agent shall not have any duty to disclose to 

the Lender or use on behalf of the Lender, nor be liable for the failure to so disclose 

or use, any information whatsoever about or derived from the Activities or otherwise 

(including any information concerning the business, prospects, operations, property, 

financial and other condition or creditworthiness of the Pledgor or any Affiliate of 

the Pledgor) or to account for any revenue or profits obtained in connection with the 

Activities. 

(ii) The Lender further understands that there may be situations where 

the Collateral Agent or its respective customers (including the Pledgor and its 

Affiliates) either now have or may in the future have interests or take actions that 

may conflict with the interests of the Lender (including the interests of the Lender 

hereunder and under the other Transaction Documents). The Lender agrees that the 

Collateral Agent is not and shall not be required to restrict its activities as a result of 

it serving as a Collateral Agent, and that the Collateral Agent may undertake any 

Activities without further consultation with or notification to the Lender. None of (i) 

this Agreement or any other Transaction Document, (ii) the receipt by the Collateral 

Agent of information concerning the Pledgor or its Affiliates (including information 

concerning the ability of the Pledgor to perform its respective obligations hereunder 

and under the other Transaction Documents) or (iii) any other matter, shall give rise 

to any fiduciary, equitable or contractual duties (including any duty of trust or 

confidence) owing by the Collateral Agent to the Lender including any such duty 

that would prevent or restrict the Collateral Agent from acting on behalf of 

customers (including the Pledgor or its Affiliates) or for its own account. 
14 

(e) Limited Duties and Responsibilities. The Collateral Agent’s duties 

hereunder and under the other Transaction Documents are solely ministerial and 

administrative (and shall not be construed to be fiduciary) in nature and the Collateral 

Agent shall not have any duties or obligations except those expressly set forth herein and 

in the other Transaction Documents. Without limiting the generality of the foregoing, (i) 

the Collateral Agent shall not have any duty to take any discretionary action or exercise 

any discretionary powers, but shall be required to act or refrain from acting (and shall be 

fully protected in so acting or refraining from acting) upon receiving Proper Instructions, 

provided that the Collateral Agent shall not be required to take any action that, in its 

reasonable opinion or the reasonable opinion of its counsel, may reasonably be expected 

to expose the Collateral Agent or any of its Affiliates to liability as to which no 

indemnification reasonably satisfactory to it is provided or that is contrary to any 

Transaction Document or applicable law, (ii) the Collateral Agent shall not be subject to 

any fiduciary or other implied duties, implied covenants or implied obligations pursuant 

to this Agreement or any other Transaction Document, regardless of whether an Event of 

Default has occurred and is continuing, (iii) the Collateral Agent shall not have any duty 

to disclose, and shall not be liable for any failure to disclose, any information relating to 

the Pledgor that is communicated to or obtained by the Collateral Agent or any of its 

Affiliates in any capacity other than its Collateral Agent capacity, and (iv) the Collateral 

Agent shall not be required to expend or risk any of its funds or otherwise incur any 

financial or other liability in the performance of any of its duties hereunder. The 

Collateral Agent shall not be liable for (i) any action taken or not taken by it in good faith 

in accordance with Proper Instructions or (ii) any action taken or not taken by it with the 

consent or at the request of the Lender or in accordance with this Agreement or any of the 

Transaction Documents or in the absence of its own negligence, bad faith, willful 

misconduct or fraudulent actions. Absent actual knowledge, the Collateral Agent shall be 

deemed not to have knowledge of any Event of Default unless and until written notice 

thereof is received by the Collateral Agent from the Pledgor or the Lender, and the 

Collateral Agent shall not be responsible for or have any duty to ascertain or inquire into 

(i) any statement, warranty, representation or other information made or supplied in or in 

connection with this Agreement or any other Transaction Document, (ii) the contents of 

any certificate, report or other document delivered hereunder or thereunder or in 

connection herewith or therewith or the adequacy, accuracy and/or completeness of the 

information contained therein, (iii) the performance or observance of any of the 

covenants, agreements or other terms or conditions set forth herein or therein or the 

occurrence of any Event of Default, (iv) the validity, enforceability, effectiveness or 

genuineness of this Agreement, any other Transaction Document or any other agreement, 

instrument or document or the perfection or priority of any lien or Security Interest 

created or purported to be created by this Agreement or any other Transaction Document 

or (v) the satisfaction of any condition set forth herein or in any other Transaction 

Document, other than (but subject to the foregoing clause (ii)) to confirm receipt of items 

expressly required to be delivered to the Collateral Agent. Nothing in this Agreement or 

any other Transaction Document shall require either the Collateral Agent or any of its 

Related Parties to carry out any “know your customer” or other checks in relation to any 

Person on behalf of the Lender and the Lender confirms to the Collateral Agent that the 

Lender is solely responsible for any such checks the Lender is required to carry out and 
15 

that the Lender may not rely on any statement in relation to such checks made by the 

Collateral Agent or any of its Related Parties. Notwithstanding anything contained in this 

Agreement to the contrary, the Collateral Agent shall not incur any liability for not 

performing any act or fulfilling any obligation hereunder by reason of any occurrence 

beyond its control (including, without limitation, any provision of any present or future 

law or regulation or any act of any governmental authority, any act of God or war or 

terrorism or the unavailability of the Federal Reserve Bank wire services or any 

electronic communication failure). 

(f) Evidence of Authority. The Collateral Agent shall be entitled to rely upon, 

and shall not incur any liability for relying upon, any notice, request, certificate, consent, 

statement, instrument, document or other writing (including any electronic message, 

Internet or intranet website posting or other distribution) believed by the Collateral Agent 

to be genuine and to have been signed, sent or otherwise authenticated by the proper 

Person. The Collateral Agent also may rely upon any statement made to it orally or by 

telephone and believed by such Collateral Agent in good faith to have been made by the 

proper Person, and shall not incur any liability for relying thereon. In determining 

compliance with any condition hereunder to the making of any Loans that by its terms 

must be fulfilled to the satisfaction of the Lender, the Collateral Agent may presume that 

such condition is satisfactory to the Lender unless an officer of the Collateral Agent 

responsible for the transactions contemplated hereby shall have received notice to the 

contrary from the Lender prior to the making of such Loans. Absent negligence, bad 

faith, willful misconduct or fraudulent actions, the Collateral Agent shall be entitled to 

rely on, and shall not incur any liability for relying on, any notice, request, certificate, 

consent, statement, instrument, document or other writing believed by it to be genuine 

and to have been signed or sent by the proper Person. The Collateral Agent may receive 

and accept a certificate of a Responsible Officer of the Lender as conclusive evidence of 

the authority of any person to act in accordance with such certificate or of a Responsible 

Officer of the Pledgor as conclusive evidence of any determination or of any action by 

the Pledgor pursuant to the Pledgor’s LLC Agreement as described in such certificate, 

and such certificate may be considered as in full force and effect until receipt by the 

Collateral Agent of written notice to the contrary. The Collateral Agent may consult with 

legal counsel (who may be counsel for the Pledgor), independent accountants and other 

experts selected by it, and shall not be liable for any action taken or not taken by it in 

reasonable reliance upon the advice of any such counsel, accountants or experts. 

(g) Delegation of Duties. The Collateral Agent may perform any and all of its 

duties and exercise its rights and powers hereunder or under any other Transaction 

Document by or through any one or more sub-agents appointed by the Collateral Agent, 

provided that the Collateral Agent agrees that (x) such sub-agents will be selected by it 

with reasonable care, (y) no such appointment will relieve the Collateral Agent of its 

obligations hereunder and (z) the Collateral Agent shall remain fully responsible for the 

performance of any such sub-agent. The Collateral Agent and any such sub-agent may 

perform any and all of its duties and exercise its rights and powers by or through their 

respective Related Parties. Each such sub agent and the Related Parties of each Agent 

and each such sub agent shall be entitled to the benefits of all provisions of this Section 6 

and Section 11 (as though such sub-agents were a “Collateral Agent” under the 
16 

Transaction Documents) as if set forth in full herein with respect thereto, except that 

Costs and Expenses shall not include any amounts owed by the Collateral Agent to any 

sub-agent, all such amounts to be paid by the Collateral Agent. 

(h) Information as to Secured Obligations. For all purposes of the Security 

Documents, including determining the aggregate amount of Secured Obligations or the 

amount of Secured Obligations owed to the Lender, the Collateral Agent will be entitled 

to rely on information from Lender as to amounts owed to Lender, the Pledgor or its own 

records (or such party as the Lender may direct in a Proper Instruction with respect to 

other amounts). 

(i) Resignation; Successor Collateral Agent. The Collateral Agent may 

resign as collateral agent hereunder at any time for any reason, and the Lender may, in its 

sole discretion, remove the Collateral Agent as collateral agent hereunder at any time for 

any reason, in each case upon not less than 30 days’ prior written notice to each other 

Party; provided that no resignation of the Collateral Agent shall be effective until the 

Lender shall have appointed a successor Collateral Agent. If the Lender shall fail to 

appoint such successor within 90 days after notice of resignation or removal, as the case 

may be, then the Collateral Agent may petition any court of competent jurisdiction for the 

appointment of such successor at the sole cost and expense of the Lender. The indemnity 

provided to the Collateral Agent under Section 11 shall survive its resignation or removal 

under this Agreement with respect to any indemnified liabilities to the extent incurred or 

arising, or relating to events occurring, before such resignation or removal. Upon 

acceptance in writing of its appointment as Collateral Agent hereunder by a successor, 

such successor shall succeed to and become vested with all the rights, powers, privileges 

and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall be, 

upon transfer of possession of all Pledged Collateral in its control to such successor, 

discharged from its duties hereunder. As of the resignation date, fees and reimbursement 

expenses shall be paid to the Collateral Agent in accordance with Section 5 of the 

Security Agreement on the next succeeding Payment Date. The fees payable by the 

Pledgor to a successor Collateral Agent shall be the same as those payable to its 

predecessor unless otherwise agreed by the Pledgor and such successor. After the 

Collateral Agent’s resignation hereunder, the provisions of this Section 6(i) shall continue 

in effect for the benefit of such retiring Collateral Agent and its respective Related Parties 

in respect of any actions taken or omitted to be taken by any of them while the retiring 

Collateral Agent was acting as collateral agent hereunder. 

(j) Authority to Administer Pledged Collateral. Without derogation of the 

Collateral Agent’s duties under this Section, as further security for the Secured 

Obligations, the Pledgor hereby appoints the Collateral Agent as its true and lawful 

attorney, with full power of substitution, in the name of the Pledgor, the Collateral Agent 

or otherwise, for the sole use and benefit of the Collateral Agent, but at the expense of the 

Pledgor, to the extent permitted by law but only while an Event of Default has occurred 

and is continuing, for the purpose of taking such action and executing agreements, 

instruments and other documents, in the name of the Pledgor, as expressly provided 

herein and as the Collateral Agent (at the direction of the Lender) or the Lender may 

deem necessary or advisable to accomplish the purposes hereof, including to exercise, at 
17 

any time and from time to time, all or any of the following powers with respect to all or 

any of the Pledged Collateral: 

(i) to demand, sue for, collect, receive and give acquittance for any 

and all monies due or to become due upon or by virtue thereof; 

(ii) to settle, compromise, compound, prosecute or defend any action 

or proceeding with respect thereto; 

(iii) to sell, lease, license or otherwise Dispose of the same or the 

proceeds or avails thereof, as fully and effectually as if the Collateral Agent were the 

absolute owner thereof; and 

(iv) to extend the time of payment of any or all thereof and to make any 

allowance or other adjustment with reference thereto; 

provided that with respect to Dispositions of any Pledged Collateral under this 

Agreement after the occurrence and during the continuance of an Event of Default, 

except in the case of Pledged Collateral that threatens to decline speedily in value or is of 

a type customarily sold on a recognized market, the Collateral Agent will give the Lender 

and the Pledgor at least ten days prior written notice of the time and place of any public 

sale thereof or the time after which any private sale or other intended Disposition thereof 

will be made. Any such notice shall (x) contain the information specified in UCC 

Section 9-613, (y) be Authenticated and (z) be sent to the Parties required to be notified 

pursuant to UCC Section 9-611(c); provided further that if the Collateral Agent fails to 

comply with this sentence in any respect, its liability for such failure shall be limited to 

the liability (if any) imposed on it as a matter of law under the UCC; and provided further

that in taking, or refusing to take, any action pursuant to this Section 6(j), the Collateral 

Agent shall not take any action contrary to any Proper Instruction. 

 (k) Non-Reliance. 

(i) The Lender confirms to the Collateral Agent that it (A) possesses 

(individually or through its Related Parties) such knowledge and experience in 

financial and business matters that it is capable, without reliance on the Collateral 

Agent, or any of its respective Related Parties, of evaluating the merits and risks 

(including tax, legal, regulatory, credit, accounting and other financial matters) of (x) 

entering into this Agreement and the other Transaction Document, (y) making its 

Loans and (z) taking or not taking actions hereunder and thereunder, (B) is 

financially able to bear such risks and (C) has determined that entering into this 

Agreement and making its Loans and entering into the other Transaction Documents 

is suitable and appropriate for it. 

(ii) The Lender acknowledges that (x) it is solely responsible for 

making its own independent appraisal and investigation of all risks arising under or 

in connection with this Agreement and the other Transaction Documents, (y) it has, 

independently and without reliance upon the Collateral Agent, or any of its Related 
18 

Parties, made its own appraisal and investigation of all risks associated with, and its 

own credit analysis and decision to enter into, this Agreement and the other 

Transaction Documents based on such documents and information, as it has deemed 

appropriate and (z) it will, independently and without reliance upon the Collateral 

Agent or any of its Related Parties, continue to be solely responsible for making its 

own appraisal and investigation of all risks arising under or in connection with, and 

its own credit analysis and decision to take or not take action under, this Agreement 

and the other Transaction Documents based on such documents and information as it 

shall from time to time deem appropriate, which may include, in each case: 

(A) the financial condition, status and capitalization of the 

Pledgor; 

(B) the legality, validity, effectiveness, adequacy or 

enforceability of this Agreement and each other Transaction Document 

and any other agreement, arrangement or document entered into, made or 

executed in anticipation of, under or in connection with any Transaction 

Document; 

(C) determining compliance or non-compliance with any 

condition hereunder to the making of its Loans and the form and substance 

of all evidence delivered in connection with establishing the satisfaction of 

each such condition; and 

(D) the adequacy, accuracy and/or completeness of the 

information delivered by the Collateral Agent or any of its respective 

Related Parties under or in connection with this Agreement or any other 

Transaction Document, the transactions contemplated hereby and thereby 

or any other agreement, arrangement or document entered into, made or 

executed in anticipation of, under or in connection with any Transaction 

Document. 
19 

Section 7. Waivers; Amendment. 

(a) No failure or delay of the Collateral Agent or any other Party in exercising 

any power or right hereunder or under any other Security Document shall operate as a 

waiver thereof, nor shall any single or partial exercise of any such right or power, or any 

abandonment or discontinuance of steps to enforce such a right or power, preclude any 

other or further exercise thereof or the exercise of any other right or power. The rights 

and remedies hereunder and under the other Security Documents are cumulative and are 

not exclusive of any rights or remedies that it would otherwise have. No waiver of any 

provision of this Agreement or any other Security Document or consent to any departure 

by the Collateral Agent or any other Party shall in any event be effective unless the same 

shall be given in accordance with Section 7(b), and then such waiver or consent shall be 

effective only in the specific instance and for the purpose for which given. No notice or 

demand on the Collateral Agent in any case shall entitle the Collateral Agent to any other 

or further notice or demand in similar or other circumstances. 

(b) Each party to this Agreement may waive its rights under any provision of 

this Agreement in writing. Neither this Agreement nor any provision hereof may be 

waived, amended or modified except in accordance with the provisions of Section 9.01 of 

the Credit Agreement; provided that without the consent of the Collateral Agent and the 

OEM Paying Agent, no amendment, modification, supplement or waiver of this 

Agreement may modify this Agreement in a way that adversely affects the rights, 

immunity, indemnity, duties, obligations liabilities or protection of the Agents hereunder. 

Any such amendment, supplement, modification or waiver shall be binding upon the 

Collateral Agent, each other Secured Party and the Pledgor. Any purported amendment, 

waiver, supplement or modification not complying with the terms of this Section shall be 

null and void. 

Section 8. Notices. 

 Each notice, request or other communication given to the Lender hereunder shall 

be given in accordance with Section 9.02 of the Credit Agreement (or to such other 

recipient or address as may be hereafter notified by the respective parties hereto). Each 

notice, request or other communication given to the Collateral Agent hereunder shall be 

addressed as follows or to such other recipient or address as may be hereafter notified by 

the respective parties hereto: 

Citibank, N.A. 

Agency & Trust 

388 Greenwich Street, 14th Floor 

New York, NY 10013 

Attention: Patricia Gallagher 

Telephone: 

Facsimile: 

Email: 
20 

 Each notice, request or other communication given to the Pledgor hereunder shall 

be addressed as follows or to such other recipient or address as may be hereafter notified 

by the respective parties hereto: 

Chrysler LLC 

1000 Chrysler Avenue 

Auburn Hills, MI 38326 

Attention: General Counsel CIMS 485-14-78 

Telephone: 

Facsimile: 

 with a copy to: 

Chrysler LLC 

1000 Chrysler Avenue 

Auburn Hills, MI 38326 

Attention: , Senior Manager-Treasury CIMS 485-14-78 

Telephone: 

Facsimile: 

Section 9. Binding Effect. 

 This Agreement shall become effective when a counterpart hereof shall have been 

executed by each of the Parties and delivered to the Lender. 

Section 10. Intentionally Reserved. 

Section 11. Expenses; Indemnity; Certain Damages. 

(a) The Pledgor agrees to pay all reasonable out-of-pocket expenses incurred by 

the Collateral Agent in connection with performance of its obligations hereunder. 

(b) The Pledgor shall indemnify the Collateral Agent and each of its Related 

Parties (each such Person being called an “Indemnitee”) against, and hold each 

Indemnitee harmless from, any and all losses, claims, damages, liabilities and related 

expenses (including the reasonable fees, charges and disbursements of counsel for the 

Indemnitee(s); provided, that Pledgor shall only be responsible for the fees, charges and 

disbursements of a single attorney or firm engaged to represent all Indemnitees taken 

together, except to the extent such joint representation would be inappropriate under 

applicable standards of professional conduct), incurred by any Indemnitee or asserted 

against any Indemnitee by any third party arising out of, in connection with, or as a result 

of (i) the execution or delivery of this Agreement, any other Transaction Document or 

any agreement or instrument contemplated hereby or thereby, the performance by the 

parties hereto of their respective obligations hereunder or thereunder or the 

consummation of the transactions contemplated hereby or thereby, (ii) any Loan or the 

use or proposed use of the proceeds therefrom, or (iii) any actual or prospective claim, 
21 

litigation, investigation or proceeding relating to any of the foregoing, whether based on 

contract, tort or any other theory, whether brought by a third party or by the Pledgor or 

any of its Affiliates and regardless of whether any Indemnitee is a party thereto, provided 

that such indemnity shall not, as to any Indemnitee, be available to the extent that such 

losses, claims, damages, liabilities or related expenses are determined by a court of 

competent jurisdiction by final and nonappealable judgment to have resulted from the 

negligence, bad faith, willful misconduct, or fraudulent actions of such Indemnitee or its 

Related Persons. 

(c) Except for liabilities to third parties relating to defense and indemnification 

obligations hereunder and to the extent permitted by applicable law, no party shall assert 

on its own behalf, and each hereby waives, any claim against any other party, on any 

theory of liability, for special, indirect, consequential or punitive damages (as opposed to 

direct or actual damages) arising out of, in connection with, or as a result of, this 

Agreement or any other Transaction Document, or any agreement or instrument 

contemplated hereby, or the transactions contemplated hereby. To the extent that the 

Pledgor for any reason fails to indefeasibly pay any amount required under this 

subsection (c) of this Section to be paid by it to the Collateral Agent or any Related Party 

thereof, the Lender (to the extent and only to the extent available from the Collateral 

Account from time to time) agrees to pay to the Collateral Agent or such Related Party, 

as the case may be, such unpaid amount, provided that the unreimbursed expense or 

indemnified loss, claim, damage, liability or related expense, as the case may be, was 

incurred by or asserted against the Collateral Agent in its capacity as such. 

(d) Notwithstanding anything herein to the contrary, the provisions of this 

Section shall remain operative and in full force and effect regardless of the expiration of 

the term of this Agreement, the repayment of any of the Secured Obligations, the 

reduction or termination of the commitments to make Loans under the Credit Agreement, 

the invalidity or unenforceability of any term or provision of this Agreement, the Credit 

Agreement or any other Transaction Document or any investigation made by or on behalf 

of any party hereto. 

(e) If any transfer tax, documentary stamp tax or other tax is payable in 

connection with the Pledged Collateral or the Security Interest, the Pledgor will pay such 

tax and provide any required tax stamps to the Collateral Agent or as otherwise required 

by law. 

Section 12. Successors and Assigns. 

(a) This Agreement shall be binding upon and inure to the benefit of the Parties 

and their respective successors and assigns permitted hereby, except that the Collateral 

Agent may not assign or otherwise transfer any of its rights or obligations hereunder 

without the prior written consent of the Lender, which consent shall not be unreasonably 

withheld (and any attempted assignment or transfer by the Collateral Agent without such 

consent shall be null and void). If all or any part of any Secured Party’s interest in any 

Secured Obligation is assigned or otherwise transferred, the transferor’s rights hereunder, 
22 

to the extent applicable to the obligation so transferred, shall be automatically transferred 

with such Secured Obligation. 

(b) Any Person (i) into which the Collateral Agent may be merged or 

consolidated, (ii) which may result from any merger, conversion or consolidation to 

which the Collateral Agent shall be a party or (iii) succeeding to the business of the 

Collateral Agent, which Person, in any of the foregoing cases executes an agreement of 

assumption to perform every obligation of the Collateral Agent hereunder, shall be the 

successor to the Collateral Agent under this Agreement without the execution or filing of 

any paper or any further act on the part of any of the Parties to this Agreement, 

notwithstanding anything in this Agreement to the contrary. The Collateral Agent shall 

provide prior written notice of any merger, consolidation or succession pursuant to this 

clause to the Pledgor and the Lender. 

Section 13. Counterparts. 

 This Agreement may be executed in counterparts (and by different Parties on 

different counterparts), each of which shall constitute an original but all of which when 

taken together shall constitute a single contract, and shall become effective as provided in 

Section 9. Delivery of an executed signature page to this Agreement by facsimile 

transmission shall be as effective as delivery of a manually signed counterpart of this 

Agreement. 

Section 14. Severability. 

 If any one or more of the provisions contained in this Agreement or in any other 

Transaction Document to which the Pledgor is a party should be held invalid, illegal or 

unenforceable in any respect to the extent permitted by applicable law, the validity, 

legality and enforceability of the remaining provisions contained herein and therein shall 

not in any way be affected or impaired thereby (it being understood that the invalidity of 

a particular provision in a particular jurisdiction shall not in and of itself affect the 

validity of such provision in any other jurisdiction). The Parties shall endeavor in goodfaith negotiations to replace the invalid, illegal or unenforceable provisions with valid 

provisions the economic effect of which comes as close as possible to that of the invalid, 

illegal or unenforceable provisions. 

Section 15. Integration. 

 This Agreement and the other Transaction Documents represent the entire 

agreement of the Parties with respect to the subject matter hereof and thereof, and there 

are no promises, undertakings, representations or warranties by the Pledgor, any Secured 

Party or the Lender relative to the subject matter hereof not expressly set forth or referred 

to herein or in the other Transaction Documents. 

Section 16. Applicable Law. 

THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN 

ACCORDANCE WITH THE FEDERAL LAW OF THE UNITED STATES. INSOFAR 
23 

AS THERE MAY BE NO APPLICABLE FEDERAL LAW, THIS AGREEMENT 

SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE 

OF NEW YORK, WITHOUT REGARD TO ANY RULE OF CONFLICTS OF LAW 

(OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS 

LAW) THAT WOULD RESULT IN THE APPLICATION OF THE SUBSTANTIVE 

LAW OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK. 

NOTHING IN THIS AGREEMENT SHALL REQUIRE ANY UNLAWFUL ACTION 

OR INACTION BY EITHER PARTY. 

Section 17. Submission to Jurisdiction; Venue; Etc. 

 EACH PARTY HERETO HEREBY IRREVOCABLY AND 

UNCONDITIONALLY: 

 (a) SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY LEGAL 

ACTION OR PROCEEDING RELATING TO THIS AGREEMENT, THE 

PROMISSORY NOTES AND THE OTHER LOAN DOCUMENTS, OR FOR 

RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN RESPECT 

THEREOF, TO THE GENERAL JURISDICTION OF ANY COURT OF THE STATE 

AND COUNTY OF NEW YORK, OR IN THE UNITED STATES DISTRICT COURT 

FOR THE SOUTHERN DISTRICT OF NEW YORK; 

 (b) CONSENTS THAT ANY SUCH ACTION OR PROCEEDING MAY BE 

BROUGHT IN SUCH COURTS AND, TO THE EXTENT PERMITTED BY LAW, 

WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE 

VENUE OF ANY 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 ITS ADDRESS SET FORTH IN 

SECTION 9.02 OR AT SUCH OTHER ADDRESS OF WHICH THE LENDER SHALL 

HAVE BEEN NOTIFIED; AND 

 (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 SUE IN ANY OTHER JURISDICTION.

Section 18. Confidentiality. 

 The Lender and the Collateral Agent agree to keep confidential all nonpublic 

information provided to them by the Pledgor, the Collateral Agent, the Lender or any 

other Person pursuant to or in connection with this Agreement or the other Transaction 

Documents in accordance with the confidentiality provisions applicable to the Lender set 

forth in Section 9.14 of the Credit Agreement. 
24 

Section 19. WAIVERS OF JURY TRIAL. 

 EACH PARTY HERETO IRREVOCABLY WAIVES, TO THE FULLEST 

EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL 

BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO 

THIS AGREEMENT, THE PLEDGED COLLATERAL, ANY OTHER LOAN 

DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR 

THEREBY. 

Section 20. Limited Recourse. 

 Notwithstanding anything to the contrary contained in this Agreement and the 

other Transaction Documents, the obligations of the Pledgor under this Agreement and 

all other Transaction Documents are solely the obligations of the Pledgor and shall be 

payable solely to the extent of funds received by and available to the Pledgor in 

accordance with this Agreement and the other Transaction Documents. No recourse shall 

be had for the payment of any amount owing in respect of any obligation of, or claim 

against, the Pledgor arising out of or based upon this Agreement or any other Transaction 

Document against any holder of a membership interest, employee, officer or Affiliate 

thereof and, except as specifically provided herein and in the other Transaction 

Documents, no recourse shall be had for the payment of any amount owing in respect of 

any obligation of, or claim against, the Pledgor arising out of or based upon this 

Agreement against the Collateral Agent or any holder of the membership interests of the 

Pledgor or any Related Party of any thereof; provided that the foregoing shall not relieve 

any such person or entity from any liability they might otherwise have as a result of bad 

faith, willful misconduct or fraudulent actions taken or omissions by them or, in the case 

of the Collateral Agent or any Related Party thereof, the foregoing or its negligence in the 

performance of its duties under the Servicing Agreement. The provisions of this Section 

20 shall survive the termination or expiration of this Agreement and payment in full of all 

the Secured Obligations. 

Section 21. Headings. 

 Article and Section headings used herein are for convenience of reference only, 

are not part of this Agreement and are not to affect the construction of, or to be taken into 

consideration in interpreting, this Agreement. 

Section 22. Waiver of Right of Setoff. 

 The Collateral Agent waives all of its rights to set off and apply any Pledged 

Collateral at any time held and other obligations at any time owing by the Collateral 

Agent to or for the credit or the account of the Pledgor or any Secured Party against the 

obligations of the Pledgor or any Secured Party hereunder and under the other 

Transaction Documents, irrespective of whether or not the Collateral Agent shall have 

made any demand thereunder and although such obligations may be unmatured. 
25 

Section 23. Instructions. 

It is understood that any instruction required to be given, prepared and/or 

delivered by the Lender or its designee pursuant to this Agreement will be given, 

prepared and/or delivered pursuant to a Proper Instruction. 

Section 24. Further Assurances. 

 Each Party agrees to do such further acts and things and to execute and deliver to 

the Pledgor (or to the Collateral Agent or to the Lender) such additional assignments, 

agreements, powers and instruments, as may be reasonably necessary to carry into effect 

the purposes of this Agreement. 

Section 25. Intentionally Reserved. 

Section 26. Role of the Lender. 

 Each party agrees that, except as otherwise set forth in this Agreement and the 

other Transaction Documents, the Lender has ultimate authority with respect to all 

decisions regarding the management of the Pledged Collateral (which the Lender may 

delegate, in whole or in part, to the Collateral Agent or otherwise). 

Section 27. Intentionally Reserved.

Section 28 . Executive Privileges and Compensation. 

(a) During the Availability Period, the Pledgor shall comply with the 

following restrictions on executive privileges and compensation: 

(i) Pledgor shall take all necessary action to ensure that its Plans 

comply in all respects with Section 111 of EESA, as implemented by any guidance 

or regulation thereunder or any other guidance or regulations under Section 111 of 

EESA, as the same shall be in effect from time to time (“Compensation 

Regulations”) and shall not adopt any new Plan that (A) does not comply 

therewith or (B) does not expressly state and require that such Plan and any 

compensation thereunder shall be subject to any relevant Compensation Regulations 

adopted, issued or released on or after the date any such Plan is adopted. To the 

extent that the Compensation Regulations change during the Availability Period 

in a manner that requires changes to the then-existing Plans, the Pledgor shall 

effect such changes to its Plans as promptly as practicable after it has actual 

knowledge of such changes in order to be in compliance with this Section 28 

(and shall be deemed to be in compliance for a reasonable period to effect such 

changes). 

(ii) Pledgor shall be subject to the limits on annual executive 

compensation deductibles imposed by Section 162(m)(5) of the Code, as applicable; 
26 

(iii) Pledgor shall not pay or accrue any bonus or incentive 

compensation to the Senior Employees unless otherwise approved in writing by the 

President’s Designee (as defined in the OEM Loan Agreement); 

(iv) Pledgor shall not adopt or maintain any compensation plan that 

would encourage manipulation of its reported earnings to enhance the compensation 

of any of its employees; 

(v) Pledgor shall maintain all suspensions and other restrictions 

of contributions to Plans that are in place or initiated as of the date of this 

Agreement; and 

(vi) at all times throughout the term of this Agreement, the Lender 

shall have the right to require Pledgor to claw back any bonuses or other 

compensation, including golden parachutes, paid to any Senior Employees in 

violation of any of the foregoing. 

(b) Within 120 days after the date of this Agreement, the Pledgor’s principal 

executive officer (or person acting in a similar capacity) shall certify in writing to the 

Lender’s Chief Compliance Officer that the Pledgor’s compensation committee has 

reviewed the compensation arrangements of the Senior Executive Officers with its 

senior risk officers and determined that the compensation arrangements do not 

encourage the Senior Executive Officers to take unnecessary and excessive risks that 

threaten the value of the Pledgor; provided that to the extent Pledgor has provided 

certification pursuant to Section 7.17 of the OEM Loan Agreement on Executive 

Privileges and Compensation, the Pledgor’s obligations under this Section 23(b) shall be 

deemed to be satisfied. The Pledgor shall preserve appropriate documentation and 

records to substantiate such certification in an easily accessible place for a period not less 

than three (3) years following the Maturity Date. 

For the avoidance of doubt, (i) the limits of Sections 28(a)(ii)-(vi) and Section 

28(b) are in addition to any applicable requirements under provisions of EESA 

prohibiting golden parachute payments to Senior Executive Officers and the relevant 

Compensation Regulations and (ii) to the extent any Plan is inconsistent with any 

relevant Compensation Regulations, such Compensation Regulations shall control. 

Section 29. Termination. 

 The Security Interest created or granted hereby shall terminate on the first date on 

which (a) the Lender has no remaining commitment to make any Loans, (b) all Pledged 

Collateral has been fully liquidated and Disposed of and all proceeds thereof have been 

distributed in accordance with Section 5 of the Security Agreement and (c) all Secured 

Obligations have been paid in full. Except as otherwise set forth herein, this Agreement 

shall terminate contemporaneously with, and all representations, warranties and 

covenants of all parties hereto shall survive until, the termination of the Security 

Agreement. 

Section 30. Additional Inspection Rights. 
27 

At all times while any Loans are outstanding, the Pledgor shall permit (i) the 

Lender and its agents, consultants, contractors and advisors, (ii) the Special Inspector 

General of the Troubled Asset Relief Program, (iii) the Comptroller General of the 

United States, and (iv) the General Accounting Office of the United States access to 

personnel and any books, papers, records or other data delivered to it pursuant to the 

Transaction Documents or otherwise in its possession, custody or control, in each case to 

the extent relevant to ascertaining compliance with the terms and conditions set forth in 

the Loan Documents, during normal business hours and upon reasonable notice to the 

Pledgor, as the case may be; provided that prior to disclosing any information pursuant to 

clause (i), (ii) or (iii), the Lender, the Special Inspector General of the Troubled Asset 

Relief Program, the Comptroller General of the United States and the General 

Accounting Office of the United States shall have agreed, with respect to documents 

obtained under this agreement in furtherance of their respective functions, to follow 

applicable law and regulation (and the applicable customary policies and procedures, 

including those for inspectors general) regarding the dissemination of confidential 

materials, including redacting confidential information from the public version of its 

reports, as appropriate, and soliciting input from the Pledgor as to information that should 

be afforded confidentiality. The Lender represents that it has been informed by the 

Special Inspector General of the Troubled Asset Relief Program and the Comptroller 

General of the United States that they, before making any request for access or 

information pursuant to their oversight and audit functions, will establish a protocol to 

avoid, to the extent reasonably possible, duplicative requests. Nothing in this Section 30 

shall be construed to limit the authority that the Special Inspector General of the Troubled 

Asset Relief Program or the Comptroller General of the United States have under law. 

Section 31. No Merger of Title.

If the Borrower (or any Person claiming through the Borrower, including the 

Lender) is deemed to be holding a Purchased Receivable on behalf of the Pledgor, no 

merger shall result therefrom; and the Borrower’s right to receive payment as account 

creditor shall remain separate and distinct from the Pledgor’s obligation to make payment 

as account debtor until such Purchased Receivable has been paid in full. 

Section 32. Limitation upon Certain Independent Actions; No 

Challenges.

(a) No Secured Party other than the Lender shall have any right to institute any 

action or proceeding to enforce any term or provision of the Security Documents or to 

enforce any of its rights in respect of the Pledged Collateral or to exercise any other 

remedy pursuant to the Security Documents or at law or in equity for the purpose of 

realizing on the Pledged Collateral, or by reason of jeopardy of any Pledged Collateral, or 

for the execution of any trust or power hereunder (collectively, the “Specified Actions”). 

The Lender may act on behalf of the Secured Parties or any of them and shall be entitled 

to commence proceedings in any court of competent jurisdiction or to take any other 

Specified Actions as the Collateral Agent might have taken pursuant to this Agreement or 

the other Security Documents. The Pledgor acknowledges and agrees that should the 

Lender act in accordance with this provision, the Lender will have all the rights, remedies, 
28 

benefits and powers as are granted to the Collateral Agent pursuant this Agreement and 

the other Security Documents. 

(b) In no event shall any Secured Party take any action to challenge, contest or 

dispute the validity, extent, enforceability or priority of the Security Interest hereunder or 

under any other Security Document with respect to any of the Pledged Collateral, or that 

would have the effect of invalidating the Security Interest or support any Person who 

takes any such action. Each of the Secured Parties agrees that it will not take any action 

to challenge, contest or dispute the validity, enforceability or secured status of any other 

Secured Party’s claims against the Pledgor (other than any such claim resulting from a 

breach of this Agreement by a Secured Party, or any challenge, contest or dispute 

alleging arithmetical error in the determination of a claim), or that would have the effect 

of invalidating any such claim, or support any Person who takes any such action. 

Section 33. Employ American Workers Act of 2009. 

 The Pledgor shall take all necessary action to ensure that its subsidiaries, as 

applicable, shall comply in all respects with the provisions of the Employ American 

Workers Act of 2009. 

[signature pages follow] 
[Signature page to Pledge Agreement] 

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly 

executed as of the date set forth above. 

CHRYSLER LLC, as Pledgor 

 

By: 

Name: 

Title: 
[Signature page to Pledge Agreement]

CITIBANK, N.A., as Collateral Agent 

By: 

Name: 

Title: 

CITIBANK, N.A., as OEM Paying Agent 

By: 

Name: 

Title: 
[Signature page to Pledge Agreement]

UNITED STATES DEPARTMENT OF 

THE TREASURY, as Lender 

By: 

Name: 

Title: 
[Signature page to Pledge Agreement]

AGREED TO AND ACKNOWLEDGED: 

CHRYSLER RECEIVABLES SPV LLC, 

as Borrower 

By: CHRYSLER LLC, as its sole 

Member 

By: 

Name: 

Title: 
Exhibit B-1 

FORM OF INCUMBENCY CERTIFICATE OF LENDER 

REDACTED 
Exhibit B-2 

FORM OF INCUMBENCY CERTIFICATE OF PLEDGOR 

REDACTED 
Exhibit B-3 

FORM OF INCUMBENCY CERTIFICATE OF OEM PAYING AGENT 

REDACTED 
Exhibit C 

FORM OF ACCOUNT CONTROL AGREEMENT 
NY3:#7460132 

ACCOUNT CONTROL AGREEMENT 

among 

CHRYSLER LLC, 

as Pledgor, 

CITIBANK, N.A., as COLLATERAL AGENT 

and 

CITIBANK, N.A., as BANK 
NY3:#7460132 

THIS ACCOUNT CONTROL AGREEMENT (this "Agreement"), dated as of 

April 7, 2009, by and among Chrysler LLC, a Delaware limited liability company (the 

"Pledgor"), and Citibank, N.A., in its capacity as deposit bank (in such capacity, the 

"Bank") and as collateral agent (in such capacity, the "Collateral Agent"). Capitalized 

terms not defined herein shall have the meanings ascribed to them in the Pledge 

Agreement (defined below). 

WHEREAS, the Pledgor, the United States Department of Treasury, as the 

Lender, Citibank, N.A., as OEM Paying Agent, and the Collateral Agent and have 

entered into a Pledge Agreement, dated as of April 7, 2009 (the "Pledge Agreement"), 

pursuant to which the Pledgor has granted to the Collateral Agent on behalf of the 

Secured Parties a security interest in a deposit account (as defined in Section 9-

102(a)(29) of the UCC). 

WHEREAS, the parties wish to enter into this Agreement in order to provide for 

the "control" (within the meaning of Section 9-104(a) of the UCC) of the Account (as 

defined below) as a means to perfect the security interest of the Collateral Agent. 

NOW, THEREFORE, for good and valuable consideration, the receipt and 

adequacy of which is hereby irrevocably acknowledged, the parties hereto agree as 

follows: 

1. The Account 

The Bank represents and warrants to the Secured Parties that it will maintain 

Account # entitled (the "Account") as a deposit account 

within the meaning of Section 9-102(a)(29) of the UCC. The Bank represents and 

warrants that except for the claim and interest of the Pledgor and the Collateral Agent, it 

does not know of any claim to or interest in the Account or any assets credited thereto. 

The Bank will not change the name or account number of the Account without prior 

written notice to the Secured Parties. 

2. Lender Instructions to Collateral Agent 

 Except as permitted by Section 4, Collateral Agent will not take any action 

pursuant to this Agreement unless instructed in writing by Lender pursuant to the Pledge 

Agreement. 

3. Control by Collateral Agent 

The Bank will comply with all written instructions it receives directing 

disposition of the funds in the Account originated by an Authorized Person (as defined in 

Section 14(a)) of the Collateral Agent (at the direction of the Lender) without further 

consent by the Pledgor. If an Authorized Person of the Collateral Agent gives the Bank 

an instruction substantially in the form set forth in Exhibit A attached hereto, notifying it 
NY3:#7460132 

that an Event of Default has occurred and is continuing under the Credit Agreement and 

that the Collateral Agent will exercise exclusive control over the Account, the Bank will 

cease complying with any and all instructions concerning the Account originated by the 

Pledgor or the OEM Paying Agent on its behalf. 

4. Pledgor's Rights in Account 

Until the Bank receives a notice of exclusive control from an Authorized Person 

of the Collateral Agent, the Bank may accept and comply with any instructions signed by 

an Authorized Person of the Pledgor (or the OEM Paying Agent acting on behalf of the 

Pledgor) in accordance with Section 5 of the Pledge Agreement. 

5. Priority of Collateral Agent's Security Interest 

 The Bank subordinates in favor of the Collateral Agent any interest, lien or right 

of setoff it may have, now or in the future, against the Account or assets in the Account; 

provided, however, that, subject to the foregoing, the Bank may set off all amounts due to 

it in respect of its fees and expenses (including without limitation the payment of any 

legal fees or expenses). 

6. Investment of Funds. 

 Any funds held in the Account shall remain uninvested and shall not accrue 

interest. 

7. Concerning the Bank

(a) Each of the Pledgor and the Collateral Agent acknowledges and 

agrees that (i) the duties, responsibilities and obligations of the Bank shall be limited to 

those expressly set forth in this Agreement and no duties, responsibilities or obligations 

shall be inferred or implied, (ii) the Bank shall not be responsible for any of the 

agreements referred to or described herein (including without limitation the Pledge 

Agreement), or for determining or compelling compliance therewith, and shall not 

otherwise be bound thereby, (iii) this Agreement shall constitute the entire agreement of 

the parties with respect to the subject matter expressly addressed herein and supersedes 

all prior oral or written agreements in regard thereto, (iv) the Bank shall not be required 

to expend or risk any of its own funds or otherwise incur any financial or other liability in 

the performance of any of its duties hereunder and (v) the Bank shall not be obligated to 

take any legal or other action hereunder which might in its reasonable judgment involve 

or cause it to incur any expense or liability unless it shall have been furnished with 

acceptable indemnification. 

(b) The Bank shall not be liable for any damage, loss or injury 

resulting from any action taken or omitted in the absence of negligence or willful 

misconduct. 
NY3:#7460132 

(c) Notwithstanding any other provision of this Agreement, the Bank 

shall not be liable for any indirect, incidental, consequential, punitive or special losses or 

damages, regardless of the form of action and whether or not any such losses or damages 

were foreseeable or contemplated 

(d) The Bank shall be entitled to rely upon any order, judgment, 

certification, demand, instruction, notice, instrument, certification, consent, authorization, 

receipt, power of attorney, e-mail, .pdf or other writing delivered to it without being 

required to determine the authenticity or validity thereof, or the correctness of any fact 

stated therein or the propriety or validity or the service thereof or the jurisdiction of the 

court issuing any judgment or order. The Bank may act in reliance upon any signature 

believed by it to be genuine and may assume that any person purporting to make any 

statement or execute any document in connection with the provisions hereof has been 

duly authorized to do so. 

 (e) The Bank may consult with legal counsel satisfactory to it, and the 

opinion or advice of such counsel shall be full and complete authorization and protection 

in respect of any action taken, suffered or omitted by it in good faith and in accordance 

with the opinion and advice of such counsel. 

8. Expense Reimbursement and Indemnification

The Pledgor covenants and agrees to pay the Bank’s expenses. The Pledgor 

covenants and agrees, to indemnify the Bank and its employees, officers and directors 

(each, an "Indemnified Party") for, hold each Indemnified Party harmless from, and 

defend each Indemnified Party against, any and all claims, losses, actions, liabilities, 

costs, damages and expenses of any nature incurred by any Indemnified Party arising out 

of or in connection with this Agreement or with the administration of its duties 

hereunder, including but not limited to reasonable attorney’s fees, tax liabilities (other 

than income tax liabilities associated with the Bank’s fees), any liabilities or damages that 

may result from any inaccuracy or misrepresentation made in any tax certification 

provided to the Bank, and other costs and expenses of defending or preparing to defend 

against any claim of liability, except to the extent such loss, liability, damage, cost and 

expense shall be caused by the Indemnified Party's own negligence or willful misconduct. 

The foregoing indemnification and agreement to hold harmless shall survive the 

termination of this Agreement and the resignation or removal of the Bank. 

9. Account Statements 

The Bank will from time to time provide statements of the Account to the Pledgor 

and the Collateral Agent in accordance with Section 5 of the Pledge Agreement. 

10. Exclusive Benefit

Except as specifically set forth in this Agreement, this Agreement is for the 

exclusive benefit of the parties to this Agreement and their respective permitted 

successors, and shall not be deemed to give, either expressly or implicitly, any legal or 
NY3:#7460132 

equitable right, remedy, or claim to any other entity or person whatsoever. No party may 

assign any of its rights or obligations under this Agreement without the prior written 

consent of the other parties except that the Bank may resign as deposit bank hereunder in 

accordance with the terms described in this Agreement. 

11. Force Majeure 

Notwithstanding anything contained in this Agreement to the contrary, the Bank 

shall not incur any liability for not performing any act or fulfilling any obligation 

hereunder by reason of any occurrence beyond its control (including, without limitation, 

any provision of any present or future law or regulation or any act of any governmental 

authority, any act of God or war or terrorism, or the unavailability of the Federal Reserve 

Bank wire services or any electronic communication facility). 

12. Resignation and Removal; Termination 

(a) The Collateral Agent may terminate this agreement by thirty (30) 

days’ written notice to the Bank and the Pledgor. The Bank or the Pledgor may terminate 

this agreement upon thirty (30) days’ written notice to all of the other parties. Upon 

receipt of a notice of termination, the Bank will cease accepting any instruction from the 

Pledgor, as specified in Section 4, and any previous instruction delivered by the Pledgor 

will be deemed to be of no further force and effect. 

(b) If the Collateral Agent notifies the Bank that its security interest in 

the Account has terminated, this agreement will immediately terminate. 

(c) In the event of any termination of this Agreement by the Collateral 

Agent or Pledgor as provided in clauses (a) or (b) above, the Bank shall, upon payment of 

all outstanding fees and expenses hereunder, promptly forward any amounts held by the 

Bank in the Account to the party or parties as so directed in writing by the Pledgor and 

the Collateral Agent, and the Bank shall be relieved and discharged of any further 

responsibilities with respect to its duties hereunder. 

(d) In the event that the Bank shall terminate this Agreement, the 

Collateral Agent and Pledgor shall appoint a successor deposit bank and inform the Bank 

of the name and address of any successor deposit bank so appointed. If a successor 

deposit bank has not accepted such appointment by the end of such thirty (30) day period, 

the Bank may apply to a court of competent jurisdiction for the appointment of a 

successor deposit bank or for other appropriate relief. Upon receipt of notice of the 

identity of the successor deposit bank, the Bank shall transfer the cash and other assets 

then held in the Account hereunder to the successor bank, less the Bank's outstanding 

fees and expenses, or hold such amounts (or any portion thereof) pending distribution, 

until all such fees and expenses or the value of other obligations are paid to it. Upon 

delivery of the cash and other assets to the successor deposit bank, the Bank shall have no 

further duties, responsibilities or obligations hereunder. 

 

13. Governing Law 
NY3:#7460132 

(a) This Agreement and the Account (including all interests, duties 

and obligations with respect thereto) will be governed by the laws of the State of New 

York, without giving effect to conflict laws rules or principles that would purport to 

apply the law of any other jurisdiction other than New York. The parties agree that the 

State of New York is the Bank's jurisdiction for purposes of Article 9 of the UCC. The 

parties irrevocably and unconditionally submit to the exclusive jurisdiction of the federal 

and state courts located in the Borough of Manhattan, City, County and State of New 

York, for any proceedings commenced regarding this Agreement, and irrevocably waive 

any objection to venue or inconvenient forum for any proceeding brought in any such 

court. 

(b) The parties irrevocably and unconditionally waive, to the fullest 

extent permitted by law, and agree not to plead or claim, any right of immunity from 

legal action, suit or proceeding, from setoff or counterclaim, from the jurisdiction of any 

court, from service of process, from attachment upon or prior to judgment, from 

attachment in aid of execution or judgment, from execution of judgment, or from any 

other legal process or proceeding for the giving of any relief or for the enforcement of 

any judgment, and consents to such relief and enforcement against it, its assets and its 

revenues in any jurisdiction, in each case with respect to any matter arising out of, or in 

connection with, this Agreement. 

(c) The parties irrevocably and unconditionally waive any right to trial 

by jury with respect to any proceeding relating to this Agreement. 

14. Instructions, Verification, Communications. 

(a) All instructions required under this Agreement shall be delivered 

to the Bank in writing, in English, in facsimile or electronic form and, if so requested by 

the Bank, an original, executed by an Authorized Person (as hereinafter defined) of each 

of the Pledgor or Collateral Agent, as applicable, or an entity acting on its behalf. The 

identity of such Authorized Persons, as well as their specimen signatures, title, telephone 

number and e-mail address, shall be delivered to the Bank in the list of authorized signers 

form as set forth on Schedule A and shall remain in effect until the applicable party, or an 

entity acting on its behalf, notifies Bank of any change thereto (the person(s) so 

designated from time to time, the "Authorized Persons"). The Bank, the Pledgor and 

Collateral Agent agree that the above constitutes a commercially reasonable security 

procedure and further agree not to comply with any direction or instruction (other than 

those contained herein or delivered in accordance with this Agreement) from any other 

party. 

(b) In the event funds transfer instructions are given (other than in 

writing at the time of execution of this Agreement), whether in writing, by telecopier, 

.pdf, e-mail, or otherwise, such funds transfer instructions should contain a selected test 

word (a "Test Word") also evidenced on Schedule A. Test Words must contain at least 8 

alphanumeric characters, established at document execution and changed each time 

Schedule A is updated in accordance with Section 14(a) above. In addition or in lieu of 
NY3:#7460132 

Test Words, the Bank is authorized to seek confirmation of such instructions by 

telephone call back to the applicable person(s) specified to the Bank from time to time by 

an Authorized Person and the Bank may rely upon the confirmations of anyone 

purporting to be the person(s) so designated. To ensure the accuracy of the instructions it 

receives, the Bank may record such call backs. If the Bank is unable to verify the 

instruction, or is not satisfied in its sole discretion with the verification it receives, it will 

not execute the instruction until all issues have been resolved to its satisfaction. The 

persons and telephone numbers for call backs may be changed only in writing, signed by 

an Authorized Person, actually received and acknowledged by the Bank. The Pledgor 

and the Collateral Agent acknowledge that these security procedures for funds transfers 

are commercially reasonable. 

(c) To help the U.S. government fight the funding of terrorism and 

money laundering activities, Federal law requires all financial institutions to obtain, 

verify, and record information that identifies each person who opens an account. When 

an account is opened, the Bank will ask for information that will allow the Bank to 

identify relevant parties. The Pledgor and the Collateral Agent hereby acknowledge such 

information disclosure requirements and agree to comply with all such information 

disclosure requests from time to time from the Bank. 

(d) Notwithstanding anything to the contrary herein, any and all email 

communications (both text and attachments) by or from the Bank that the Bank deems to 

contain confidential, proprietary, and/or sensitive information shall be encrypted. The 

recipient (the "Email Recipient") of the encrypted email communication will be required 

to complete a registration process. Instructions on how to register and/or retrieve an 

encrypted message will be included in the first secure email sent by the Bank to the Email 

Recipient. Additional information and assistance on using the encryption technology can 

be found at Citibank’s Secure Email website at 

www.citigroup.com/citigroup/citizen/privacy/email.htm or by calling (866) 535-2504 (in 

the U.S.) or (904) 954-6181. 

(e) The provisions of this Section 14(a)-(d) may be amended by the 

Bank unilaterally upon notice to the Pledgor and the Collateral Agent (with the prior 

written consent of Pledgor, not to be unreasonably withheld or delayed). 

15. Entire Agreement 

This Agreement is the entire agreement and supersedes any prior agreements and 

contemporaneous oral agreements, of the parties concerning its subject matter. 

16. Amendments 

Subject to Section 14(e), no amendment of, or waiver of a right under, this Agreement 

will be binding unless it is in writing and signed by each of the parties hereto. 

17. Severability 
NY3:#7460132 

The invalidity, illegality or unenforceability of any provision of this Agreement 

shall in no way affect the validity, legality or enforceability of any other provision. If any 

provision of this Agreement is held to be unenforceable as a matter of law, the other 

provisions shall not be affected thereby and shall remain in full force and effect. 

18. Notices 

(a) Any notice permitted or required hereunder shall be in writing in 

English, and shall be sent (i) by personal delivery, overnight delivery by a recognized 

courier or delivery service, or (ii) mailed by registered or certified mail, return receipt 

requested, postage prepaid, or (iii) confirmed telecopy accompanied by mailing of the 

original on the same day by first class mail, postage prepaid, in each case addressed to the 

address and person(s) designated below their respective signature hereto (or to such other 

address as any such party may hereafter designate by written notice to the other parties). 

Notices to the Collateral Agent shall only be deemed given upon actual receipt by the 

Collateral Agent. Whenever under the terms hereof the time for giving a notice or 

performing an act falls upon a Saturday, Sunday, or a banking holiday in New York, such 

time shall be extended to the next Business Day. 

(b) Any funds to be paid to the Bank hereunder shall be sent by wire 

transfer pursuant to the following instructions. 

CITIBANK, N.A. 

ABA: 021 000 089 

Account Name: 

CREDIT A/C No.: 

19. Counterparts 

This Agreement may be executed in any number of counterparts, all of which will 

constitute one and the same instrument, and any party hereto may execute this agreement 

by signing and delivering one or more counterparts. Facsimile signatures on counterparts 

of this Agreement shall be deemed original signatures with all rights accruing thereto 

except in respect to any Non-US entity, whereby originals are required. 

20. Use of Name 

No printed or other material in any language, including prospectuses, notices, 

reports, and promotional material which mentions "Citibank", or "Citigroup" or "Citi" by 

name or the rights, powers, or duties of the Bank under this Agreement shall be issued by 

the Pledgor, or on such party’s behalf, without the prior written consent of the Bank (not 

to be unreasonably withheld), except as may be necessary to comply with any applicable 

law (including any order, rule or regulation issued or promulgated by the Securities 

Exchange Commission). 

signature page follows
IN WITNESS WHEREOF, each of the parties has caused the Account Control 

Agreement to be executed as of the day and year first written above. 

CITIBANK, N.A., 

 as Bank 

 By:_____________________ 

 Name: 

 Title: 

 Date: 

 Notice to: 

 Citibank, N.A. 

 Agency & Trust 

 388 Greenwich Street, 14th 

 Floor 

 New York, NY 10013 

 Attn.: 

 Phone: 

 Facsimile: 
 CITIBANK, N.A., 

 as Collateral Agent 

 By:_____________________ 

 Name: 

 Title: 

 Date: 

 Notice to: 

 Citibank, N.A. 

 Agency & Trust 

 388 Greenwich Street, 14th 

 Floor 

 New York, NY 10013 

 Attn.: 

 Phone: 

 Facsimile: 
 CHRYSLER LLC 

 By:_____________________ 

 Name: 

 Title: 

 Date: 

 Notice to: 

1000 Chrysler Drive 

Auburn Hills, MI 48326 

Attn.: General Counsel 

 CIMS 485-14-78 

Phone: 

Facsimile: 
List of Exhibits and Schedules

Exhibit A: Form of Instruction 

Schedule A: List of Authorized Signers 
EXHIBIT A 

FORM OF INSTRUCTION 

REDACTED 
SCHEDULE A 

FORM OF AUTHORIZED PERSONS 

REDACTED 
Exhibit F—Form of Supplier Purchase Agreement 
NY3:#7460023 

SUPPLIER PURCHASE AGREEMENT 

Dated as of _____________, _____, between ____________________________________________________________________, 

 month/day year full, registered legal name of your company (incl. "Inc.", "LLC" or "Co." if applicable)

 ___________________________________________________, a _________________________ ___________ ("Supplier"), 

 any DBA in parenthesis here [ex: (DBA: ABC Tools)] state of company registration type

 

Chrysler Receivables SPV LLC, a Delaware limited liability company ("Purchaser"), and Citibank, N.A., a national 

banking association ("Citibank"). 

BACKGROUND 

A. From time to time Supplier enters into commercial 

trade transactions with Chrysler LLC, a Delaware limited 

liability company ("OEM") or its Approved Affiliates, if 

any, for the sale of goods or services, resulting in 

Receivables (as defined below) owed by OEM or such 

Approved Affiliates to Supplier.

B. OEM is participating in the United States 

Department of the Treasury ("UST") Auto Supplier 

Support Program, certain terms of which are outlined in 

Annex A hereto (the "Program Terms"). 

C. From time to time Supplier wishes to sell to 

Purchaser, and Purchaser wishes to purchase from 

Supplier, certain identified Eligible Receivables (as 

defined below) that are processed through the System (as 

defined below), subject to the Program Terms and the 

other terms and conditions set forth in this Agreement. 

D. To facilitate the processing of such Eligible 

Receivables, and payments made with respect thereto, 

OEM, Supplier and Purchaser intend to utilize one or 

more computerized settlement systems, including related 

services, Equipment and Software (as further defined in 

Article III of this Agreement and, collectively, the 

"System") provided by Citibank. Citibank is prepared to 

provide to Supplier a license to the System, subject to the 

terms and conditions set forth in this Agreement. 

NOW, THEREFORE, in consideration of the mutual 

covenants, terms, conditions, representations and 

warranties contained herein, and other good and valuable 

consideration the receipt and sufficiency of which is 

hereby acknowledged, Supplier, Purchaser and Citibank 

agree as follows: 

ARTICLE I: DEFINITIONS 

In this Agreement: 

"Agreement" means this Supplier Purchase Agreement, 

including all Schedules hereto, as amended from time to 

time. 

"Approved Affiliate" means each subsidiary or affiliate of 

OEM, if any, participating in the Auto Supplier Support 

Program with the consent of UST and listed on Schedule 

II hereto, as the same may be modified from time to time 

with the consent of UST.

"Business Day" has the meaning set forth in the Program 

Terms. 

"Collateral Account" means the account established by 

Purchaser into which Purchaser is required to deposit all 

amounts payable to it by OEM or any Approved Affiliate 

in respect of any Purchased Receivables. 

"Designated Account" means the bank account identified in 

the Set-Up Form completed by Supplier in order for 

Citibank to implement the services contemplated in this 

Agreement, as such information may be modified from 

time to time with prior written notice to Citibank (and 

following Citibank's uploading of such information into 

the System). 

"Discount Charge" means, with respect to any Receivables 

that are the subject of any Purchase Offer hereunder, (a) if 

Payment Option 1 has been elected by Supplier, an 

amount equal to 3.0% of the face amount of such 

Receivables or (b) if Payment Option 2 has been elected by 

Supplier, an amount equal to 2.0% of the face amount of 

such Receivables. 

"Due Date" has the meaning set forth in the Program 

Terms.

"Eligible Receivable" has the meaning set forth in the 

Program Terms.

"Equipment" means all equipment provided by or on behalf 

of Citibank to the other Parties for the purpose of accessing 

or using the System, including all authentication products. 

"Insolvency Event" has the meaning set forth in the 

Program Terms. 

"Intellectual Property Rights" means all rights in inventions, 

patents, copyrights, design rights, database rights, 

trademarks and trade names, service marks, trade secrets, 

know-how and other intellectual property rights (whether 

registered or unregistered) and all applications and rights 

to apply for any of them anywhere in the world that apply 

to the Licensed Resources. 

"Lender" has the meaning set forth in the Program Terms. 

"License" has the meaning set forth in Section 3.1. 
NY3:#7460023 

2 

"Licensed Resources" means, collectively, the System and 

the Policies and Procedures. 

"Losses" shall mean any claims, liabilities, losses, 

damages, costs or expenses, including reasonable 

attorneys' fees and disbursements, other dispute 

resolution expenses (including reasonable fees and 

expenses in preparation for a defense of any investigation, 

litigation or proceeding) and costs of collection. 

"Maturity Date" has the meaning set forth in the Program 

Terms. 

"Message" has the meaning set forth in Section 2.5. 

"NYUCC" means the Uniform Commercial Code in effect in 

the State of New York. 

"Party" or "Parties" means any or all of Supplier, Purchaser 

or Citibank, as the context requires. 

"Payment Notification" means, with respect to an Eligible 

Receivable, the notification sent by Citibank, in its 

capacity as paying agent for OEM and its Approved 

Affiliates (the "Paying Agent"), to Supplier through the 

System, notifying Supplier that OEM has instructed the 

Paying Agent to make payment from OEM's account of a 

specified amount on the applicable Due Date in payment 

of such Eligible Receivable. 

"Payment Notification Cut-Off Date" means the last 

Business Day of the calendar month preceding the 

Maturity Date.

"Payment Option 1" and "Payment Option 2" have the 

meaning set forth in Section 2.4. 

"Person" has the meaning set forth in the Program Terms. 

"Policies and Procedures" means all tangible printed 

information (including any in electronic form) provided 

from time to time by or on behalf of Citibank to the other 

Parties in connection with the use of the System. 

"Purchased Receivable" has the meaning set forth in the 

Program Terms.

"Purchase Offer" and "Purchase Price" have the meanings 

set forth in Section 2.1. 

"Qualifying Payment Notification" means a Payment 

Notification received by Supplier on or prior to the 

Payment Notification Cut-Off Date.

"Receivables" has the meaning set forth in the Program 

Terms. 

"Related Security" has the meaning set forth in the 

Program Terms. 

"Representatives" has the meaning set forth in the 

Servicing Agreement. 

"Security Agreement" has the meaning set forth in the 

Program Terms. 

"Set-Up Form" means the program set-up form completed 

by Supplier in connection with the transactions 

contemplated hereby. 

"Software" means all software, programming or object 

code provided by or on behalf of Citibank to the other 

Parties for utilizing a computer or like device to use the 

System. 

"System" has the meaning set forth in the Recitals hereto. 

ARTICLE II: RECEIVABLES SALE AND PURCHASE 

2.1 Purchase Offers. Upon Supplier's receipt of a 

Qualifying Payment Notification, Supplier is deemed to 

automatically offer to sell to Purchaser the Eligible 

Receivables (a "Purchase Offer") described in such Payment 

Notification at a price (the "Purchase Price") equal to the 

face amount of such Eligible Receivables as specified in 

such Qualifying Payment Notification less the applicable 

Discount Charge. 

2.2 Agreement to Purchase. In accordance with the 

terms and subject to the conditions hereinafter set forth, 

upon Supplier's receipt of a Qualifying Payment 

Notification, Purchaser agrees to purchase from Supplier, 

all of Supplier's right, title and interest in and to all of the 

Eligible Receivables described in such Qualifying Payment 

Notification for a price equal to the Purchase Price. 

2.3 Receivables Purchase. (a) Supplier hereby agrees 

that, simultaneously with receipt of any Qualifying 

Payment Notification, the Purchase Offer corresponding to 

such Qualifying Payment Notification will be deemed 

accepted by Purchaser and Supplier will be deemed to 

have (i) transferred to Purchaser all of Supplier’s present 

and future right, title and interest in, to and under the 

Eligible Receivables to which such Qualifying Payment 

Notification relates, and (ii) provided notice to the Paying 

Agent of Supplier’s designation of Purchaser as the entity 

to receive payment of the amount specified in OEM's 

Qualifying Payment Notification with respect to such 

Eligible Receivables. No further writing shall be necessary 

to evidence such transfer of ownership. In furtherance of 

the foregoing, Supplier agrees to sign all such other 

documents, and take all such further actions, as Purchaser 

may reasonably request from time to time to evidence this 

transfer of ownership. Provided that sufficient funds are 

made available to Paying Agent by OEM (or, by OEM on 

behalf of an Approved Affiliate) at or prior to 12:00 noon 

New York time one Business Day prior to the Due Date, 

Citibank shall make payment of OEM's or such Approved 

Affiliate's obligations to the Purchaser or its designee on 

the Due Date, in accordance with the terms of each 

Qualifying Payment Notification, by automated clearing 

house network or wire transfer of immediately available 

funds to the Collateral Account. 

(b) Supplier hereby agrees that its obligations under 

this Agreement and any Purchase Offers issued by it shall 
NY3:#7460023 

3 

not be affected by the invalidity, unenforceability, 

existence, performance or non-performance of the 

relevant underlying transaction, which (and any liability 

for which) shall be between Supplier and OEM or 

Approved Affiliate, as the case may be, only (provided 

that this clause (b) shall not limit Supplier's liability for 

any breach of a representation or warranty made by it in 

this Agreement). 

(c) It is the intention of Supplier and Purchaser that 

each purchase and sale of Eligible Receivables pursuant to 

this Article II shall constitute a true sale, which sale will 

be absolute and irrevocable and provide Purchaser with 

the full benefits and burdens of ownership of such Eligible 

Receivables. Except as provided in Sections 2.3(d) and 6.5, 

the sale of Eligible Receivables hereunder is made without 

recourse to Supplier; provided, however, that such sale 

does not constitute and is not intended to result in an 

assumption by Purchaser or Citibank of any obligation of 

Supplier or any other person arising in connection with 

the Eligible Receivables or any other obligations of 

Supplier. In the event, but only to the extent, that the 

conveyance of any Eligible Receivables by the Supplier 

hereunder is characterized by a court or other 

governmental authority as a loan rather than a sale, the 

Supplier shall be deemed hereunder to have granted to 

Purchaser effective as of the date of the first purchase 

under this Agreement, a security interest in all of 

Supplier's right, title and interest in, to and under all of 

the Eligible Receivables sold by it, whether now or 

hereafter owned, existing or arising. Such security 

interest shall secure any and all rights of, and payments 

owed to, Purchaser under this Agreement, whether now 

or hereafter existing or arising, due or to become due, 

direct or indirect, absolute or contingent. Purchaser shall 

have, in addition to all the other rights and remedies 

available to Purchaser under this Agreement and 

applicable law, all the rights and remedies of a secured 

party under the NYUCC, and this Agreement shall 

constitute a security agreement under applicable law. 

Purchaser will cause all of its applicable books and 

records (including, computer and other electronic records) 

to clearly and accurately reflect that Purchaser has 

purchased the Purchased Receivables. 

(d) If any Receivable for which the Purchaser has 

paid to Supplier the applicable Purchase Price is 

subsequently determined by Purchaser or Citibank not to 

have been an Eligible Receivable as of the date of the 

corresponding Purchase Offer, and such failure is a result 

of the inaccuracy of any of Supplier's representations or 

warranties hereunder, then Supplier agrees that, at 

Purchaser's election, Supplier will repurchase the affected 

Receivable from Purchaser for a price equal to its 

Purchase Price (provided that Supplier agrees that 

Purchaser may effect such repurchase by setting off any 

obligations, including any obligation to pay any Purchase 

Price, whether then existing or thereinafter arising, owed 

to Supplier hereunder). Following the repurchase by 

Supplier of any ineligible Receivable in accordance with 

the foregoing, Purchaser and Citibank agree that (i) 

Citibank will make payment to the Designated Account on 

the Due Date specified in the Payment Notification 

corresponding to such Receivable (to the extent funds are 

provided for such payment by OEM (or by OEM on behalf 

of an Approved Affiliate)) or (ii) to the extent OEM has 

theretofore discharged its (or its Approved Affiliate's) 

obligation in respect of such Receivable by payment to 

Purchaser, Purchaser shall pay to Supplier an amount 

equal to such payment received by it from OEM (or, from 

OEM on behalf of an Approved Affiliate) (in each case, 

taking into account any setoff exercised in accordance with 

the preceding sentence). 

2.4 Payment of Purchase Price. 

Important: Supplier must elect either Payment Option 1 

(Immediate Payment) or Payment Option 2 (Payment on 

Maturity). If no Payment Option is selected by Supplier, 

Supplier will be deemed to have elected Payment Option 1 

(Immediate Payment). The Payment Option selected by 

Supplier will be applicable to all Eligible Receivables 

purchased from Supplier hereunder and may not be 

modified without the prior written consent of Purchaser 

and Citibank (such consent not to be unreasonably 

withheld). 

CHECK ONE BOX BELOW. 

PAYMENT OPTION 1: IMMEDIATE PAYMENT 

 If Payment Option 1 is elected or deemed to have 

been elected, Purchaser shall pay to Supplier the Purchase 

Price for the Eligible Receivables to which a Purchase 

Offer relates by depositing the Purchase Price therefor in 

the Designated Account on or before the close of business 

on the fourth Business Day following Supplier's receipt of 

such Purchase Offer. 

OPTION 2: PAYMENT ON MATURITY 

 If Payment Option 2 is elected, Purchaser shall pay to 

Supplier the Purchase Price for the Eligible Receivables to 

which a Purchase Offer relates by depositing the Purchase 

Price therefor in the Designated Account on or before the 

close of business on the Due Date. 

Regardless of whether Payment Option 1 or Payment 

Option 2 is elected (or deemed elected) by Supplier, it is 

the intention of Supplier and Purchaser that each purchase 

and sale of any Eligible Receivables pursuant to this 

Article II shall constitute a true sale at the time each 

Purchase Offer is accepted by Purchaser as provided in 

Section 2.3 above, and at such time, all of Supplier’s 

present and future right, title and interest in, to and under 

such Eligible Receivables shall be deemed transferred to 

Purchaser, following which Purchaser will have the full 

benefits and burdens of ownership of such Eligible 

Receivables as provided in Section 2.3 above (including 

the risk of non-payment by OEM or the relevant 

Approved Affiliate).
NY3:#7460023 

4 

2.5 Messages. Supplier shall use the System to send 

all information, instructions and messages ("Messages") 

under this Agreement (including, without limitation, any 

updates to the Supplier’s list of personnel authorized to 

use the System on Supplier’s behalf). Any Message sent 

by Supplier via the System is valid and binding on 

Supplier, and Citibank and Purchaser are entitled to rely 

thereon, irrespective of any error or fraud contained 

therein or the identity of the individual who sent the 

Message, except to the extent that such error or fraud or 

use of the System by an unauthorized third party is a 

result of the failure by Citibank to use commercially 

reasonable security measures to prevent unauthorized 

access to the System. Supplier agrees that the act of 

sending a Message electronically in accordance with this 

Agreement is as legally binding as if Supplier had 

manually executed and delivered that Message in written 

form, and that Supplier will not contest the validity, 

legally binding nature or enforceability of that Message on 

the basis that the act of sending the Message electronically 

is invalid or not binding on Supplier. 

ARTICLE III: LICENSE TO THE SYSTEM 

3.1 License Grant. (a) Subject to the terms and 

conditions set forth herein, Citibank hereby grants to 

Supplier a limited, personal, non-exclusive, 

nontransferable license and right, without the right to 

further sublicense, during the term of this Agreement, to 

access and use the Licensed Resources, solely for the 

purposes contemplated by this Agreement (the "License"). 

Except as expressly set forth in this Agreement, Supplier 

shall have no other right (including any ownership right 

or intellectual property right), title or interest to or in the 

Licensed Resources or any portion thereof. 

(b) Supplier acknowledges that, as between Citibank 

and Supplier, all right, title and interest in and to the 

System, including without limitation, all Intellectual 

Property Rights therein, are vested, and shall remain 

vested, in Citibank and its licensors. Notwithstanding 

anything to the contrary contained herein and except as 

otherwise may be expressly agreed in writing, all right, 

title and interest in and to revisions, upgrades, updates, 

derivative works and other improvements to the System 

shall vest solely in Citibank and its licensors. Except for 

the grant herein by Citibank to Supplier, nothing in this 

Agreement shall act to operate as an assignment or other 

transfer of any of such rights to Supplier. 

3.2 Usage. (a) Supplier shall access and use the 

System only in accordance with this Agreement and the 

Policies and Procedures. Supplier shall remain informed 

as to any updates to the Policies and Procedures that may 

be implemented from time to time. Approval of an update 

shall be deemed to be given by Supplier if Supplier 

continues to utilize the System subsequent to the 

publication of any such update. 

(b) Supplier shall promptly use any successors, updates, 

new releases or replacements of any portion of the 

Equipment or Software provided to it from time to time by 

Citibank or otherwise, for use in accessing the System, and 

cease to use the previous version or release of such 

portion. 

(c) Supplier shall have the right under the License to use 

the content of the System website on a computer screen, to 

print reasonable extracts from the website, and to save 

reasonable copies to its hard drive(s), in each case solely 

for the purposes contemplated by this Agreement. All 

other copying, distribution or commercial use of any of the 

content of the website is strictly forbidden. Except for the 

limited right granted by this Section 3.2(c), no other right 

or license is granted in respect of the content of the 

website. 

(d) Supplier shall not have the right to, and shall not, 

without the written consent of Citibank, alter or modify 

the whole or any part of the Licensed Resources. 

3.3 Security. Supplier shall safeguard and keep 

confidential, and put into effect and maintain 

commercially reasonable security measures to safeguard 

and keep confidential, the Licensed Resources. In 

furtherance of the foregoing, Supplier agrees that: 

(i) it will not knowingly interfere with, defeat, circumvent or tamper with any information or instruction 

that is, by the terms of this Agreement or the Policies 

and Procedures, to be transmitted through the System, 

or with the restrictions on use of functionality or 

access to information on any portion of the System, or 

attempt to do so; 

(ii) it will not knowingly introduce into any portion of 

the System any virus or other data or code that harms, 

or may adversely affect, the operation of the System; 

and 

(iii) it will ensure that all Messages being communicated by it through the System are sent in accordance 

with this Agreement and the Policies and Procedures. 

3.4 System Availability. Supplier acknowledges and 

agrees that: (i) Citibank does not represent or warrant that 

the System will be error-free; and (ii) there will be 

downtime from time to time when the System cannot be 

accessed. In addition, Supplier acknowledges and agrees 

that it is responsible for providing and maintaining, and 

Citibank has no liability or responsibility in respect of, 

equipment not supplied by or on behalf of Citibank, or 

utility services that Supplier utilizes as a result of its 

participation in the System and maintaining a link to the 

System. Citibank may terminate or suspend Supplier's 

access to the Licensed Resources, with immediate effect 

upon notice to Supplier, in the event any licensor of the 

Licensed Resources terminates or suspends, as the case 

may be, Citibank’s right to provide the Licensed Resources 

to Supplier or as provided in Section 6.6. Supplier 

acknowledges and agrees that Purchaser does not make 

any representation or warranty, and shall have no liability 

to Supplier, with respect to the System. 
NY3:#7460023 

5 

ARTICLE IV: FEES AND CHARGES 

No processing, licensing or other fees or charges will be 

payable by Supplier or Purchaser to Citibank hereunder, 

and other than the applicable Discount Charge payable by 

Supplier, no other fees or charges will be payable by 

Supplier to Purchaser. Purchaser acknowledges that it is 

paying fees to Citibank pursuant to the terms of the 

Servicing Agreement. 

ARTICLE V: REPRESENTATIONS, WARRANTIES AND 

COVENANTS 

5.1 Mutual Representations and Warranties of the 

Parties. Each Party represents and warrants as follows: (i) 

it is validly existing and in good standing and has the 

power to enter into and perform, and has all necessary 

authorizations for the entry into, performance and 

delivery of, this Agreement and the transactions 

contemplated by this Agreement; (ii) this Agreement 

constitutes its legal, valid and binding obligation, 

enforceable in accordance with the Agreement’s terms; 

and (iii) its execution, delivery and performance of this 

Agreement does not contravene its constitutive documents or any contract binding on or affecting it or any of 

its properties, does not violate any applicable law, 

regulation or order, and does not require any notice, 

filing or other action to or by any governmental authority, 

except for the financing statements or other instruments 

or notices referred to in Section 5.3(g). 

5.2 Supplier Representations and Warranties. 

Supplier hereby agrees that, by issuing a Purchase Offer 

with respect to any Receivable, Supplier will be deemed to 

have made each of the following representations and 

warranties as of the date of such Purchase Offer (and, in 

the case of the representation in clause (a)(i) below, as of 

the date any Purchase Price is paid to Supplier 

hereunder): 

(a) (i) Supplier is an Eligible Supplier, and (ii) each 

Receivable which is the subject of such Purchase Offer is 

an Eligible Receivable. 

(b) Each such Receivable (i) is the exclusive property 

of Supplier, free and clear of all security interests, liens or 

claims of any kind; (ii) is based on a sale of goods or 

services that have been delivered to and accepted by OEM 

or an Approved Affiliate, and complies with all applicable 

legal requirements; (iii) constitutes a valid, binding and 

unconditional obligation of OEM or an Approved Affiliate 

to pay the full amount of such Receivable, free of any 

defense, set-off or counterclaim; and (iv) is not disputed 

by OEM or any other person, and is not the subject of any 

legal or arbitral proceeding. 

(c) The full and correct legal name, type of 

organization, jurisdiction of organization, organizational 

ID number (if applicable) and mailing address of Supplier 

as of the date hereof are correctly set forth in Schedule I. 

Supplier has not (i) within the period of four months prior 

to the date hereof, changed its location (as defined in 

Section 9-307 of the NYUCC), (ii) except as specified in 

Schedule I, heretofore changed its name, or (iii) except as 

specified in Schedule I, heretofore become a “new debtor” 

(as defined in Section 9-102(a)(56) of the NYUCC) with 

respect to a currently effective security agreement 

previously entered into by any other Person. 

(d) With respect to each Receivable purchased by the 

Purchaser hereunder, the consideration received from the 

Purchaser in respect of such Receivable represents 

adequate consideration and fair and reasonably equivalent 

value for such Receivable. 

(e) Supplier is not in breach of any of its obligations 

under this Agreement. 

5.3 Supplier Covenants. Supplier hereby covenants 

and agrees with the other Parties as follows: 

(a) Supplier shall use the System solely to settle the 

purchase of Eligible Receivables as contemplated by this 

Agreement and shall not use the System for investment or 

arbitrage purposes, or for any money laundering purpose, 

or in contravention of any law or regulation. Supplier 

shall not use the System in any manner that would violate 

the Program Terms. 

(b) Supplier shall comply with all relevant laws and 

regulations applicable to this Agreement and the 

Purchased Receivables and transactions conducted using 

the System including, without limitation, all applicable 

Program Terms and all applicable export control laws, and 

shall keep its state or other jurisdiction of organization and 

the office where it keeps its records concerning the 

Purchased Receivables at the address set forth in Section 

6.9. Supplier shall timely and fully perform and comply 

with all provisions required to be observed by it under the 

contracts related to the Purchased Receivables and 

promptly inform Purchaser and Citibank of any breach or 

default by Supplier of any of the terms hereof or thereof. 

(c) Supplier shall not (i) sell or otherwise dispose of 

or permit any encumbrance on the Purchased Receivables 

other than Purchaser's interest therein, (ii) amend or 

extend the payment terms of any Purchased Receivable or 

(iii) take or omit any action that might in any way 

prejudice or limit Purchaser's rights with respect to any 

such Receivable or this Agreement. 

(d) Supplier shall maintain and implement 

administrative and operating procedures, and keep and 

maintain all documents, books, records and other 

information reasonably necessary for the collection of all 

Purchased Receivables, and with respect to compliance of 

the underlying commercial transactions with applicable 

law. Supplier shall retain each record required to be 

maintained under this Section 5.3(d) during the term of 

this Agreement and, if applicable, for such longer period 

as may be required by law. Supplier shall make such 

procedures, documents, books, records and other 

information available to Purchaser and its agents, 
NY3:#7460023 

6 

representatives and relevant authorities upon request, and 

shall allow copies or extracts thereof to be made, as 

Purchaser deems necessary. All information provided by 

Supplier to Citibank or Purchaser from time to time in 

connection with this Agreement shall be true and accurate 

in all material respects, and Citibank and Purchaser are 

hereby authorized from time to time to verify information 

about Supplier. 

(e) Supplier will (i) cause all of its applicable books 

and records (including, computer and other electronic 

records) to clearly and accurately reflect that Purchaser 

has purchased the Purchased Receivables and will not, 

and will not permit any Person with which it is 

consolidated for accounting purposes to, account for or 

otherwise treat the transactions hereunder in any manner 

other than a true sale and absolute transfer of title and 

beneficial ownership of the Purchased Receivables, and 

(ii) at Purchaser’s request, transfer possession to 

Purchaser of all the receipts, order slips, acceptances, and 

other records or documentation pertaining to the sale of 

goods or services to which such Receivables relate. 

Supplier shall maintain procedures (including, without 

limitation, an ability to recreate records evidencing 

specific Purchased Receivables and related contracts in the 

event of the destruction of the originals thereof), and keep 

and maintain all documents, books, records and other 

information that are reasonably necessary for collecting all 

Purchased Receivables (including, without limitation, 

records adequate to permit the daily identification of each 

Purchased Receivable and all collections or adjustments 

with respect thereto). 

(f) Without at least 30 days’ prior written notice to 

Citibank and Purchaser, Supplier shall not (i) change its 

location (as defined in Section 9-307 of the NYUCC), or (ii) 

change its name from the name shown as its current legal 

name on Schedule I. 

(g) Supplier hereby irrevocably authorizes 

Purchaser, in its sole discretion, to file (or cause to be 

filed) one or more financing statements (and other similar 

instruments) and amendments thereto, relative to all or 

any part of the Purchased Receivables, without the 

signature of Supplier, to the extent permitted by 

applicable law. If not so permitted by applicable law, or in 

such other circumstances as Purchaser may reasonably 

request, Supplier will execute and file any such financing 

statements and amendments thereto, and such other 

instruments or notices and take such other actions as 

Purchaser may reasonably request, as may be necessary or 

appropriate to perfect and maintain the perfection of 

Purchaser's ownership and security interest in such 

Receivables. 

ARTICLE VI: MISCELLANEOUS 

6.1 Waivers; Severability. No delay or failure of any 

Party hereto in exercising any right, privilege or option 

under this Agreement shall operate as a waiver of such or 

of any other right, privilege, or option. If any provision of 

this Agreement is or becomes illegal or invalid under any 

applicable law, the validity of the remaining provisions 

shall not be affected thereby. 

6.2 Limitation on Liability. (a) Citibank and Purchaser 

shall be entitled to rely on any communication sent by 

Supplier, irrespective of any error or fraud contained in 

the communication or the identity of the individual who 

sent the communication, and shall not be liable for any 

action taken or omitted in reliance on any notice, direction, 

consent, certificate, affidavit, statement, designation or 

other paper or document reasonably believed by it to be 

genuine and to have been duly and properly signed or 

presented to it by Supplier. 

(b) Except for liabilities to third parties relating to 

defense and indemnification obligations hereunder, no 

Party shall be liable to any other Party or responsible for 

any loss of business or profits, revenue or goodwill, or any 

indirect or consequential, special, exemplary or punitive 

losses or damages, whether arising from negligence, 

breach of contract or otherwise, even if informed of the 

possibility of those losses or damages. 

(c) Citibank shall not be liable to Supplier for any 

Losses arising out of or relating to any of its actions or 

omissions to act hereunder, except to the extent that any 

such Losses are caused by Citibank’s gross negligence or 

willful misconduct. Citibank's liability for any Losses to 

Purchaser shall be governed solely and exclusively by the 

terms of the Servicing Agreement. 

(d) No Party shall be deemed to be in default of any 

of the obligations required to be performed by it under 

this Agreement to the extent that performance thereof is 

delayed, hindered or becomes impossible because of any 

act of God or public enemy, hostilities, war (declared or 

undeclared), guerilla activities, terrorist activities, act of 

sabotage, blockade, earthquake, flood, landslide, 

avalanche, tremor, ground movement, hurricane, storm, 

explosion, fire, labor disturbance, riot, insurrection, strike, 

sickness, accident, civil commotion, epidemic, act of 

government or its agencies or officers, power interruption 

or transmission failure or any other cause beyond the 

reasonable control of such Party. 

6.3 No Implied Duties or Warranties. Citibank shall be 

obliged to perform such duties and only such duties as are 

specifically set forth herein, and no implied duties or 

responsibilities shall be read or implied into this 

Agreement against Citibank. Notwithstanding any other 

provision elsewhere contained in this Agreement, Citibank 

shall have no duties or obligations hereunder to any 

person or entity other than Purchaser and Supplier and, 

without limiting the foregoing, does not assume any 

obligation or relationship of agency or trust hereunder for, 

or with, Supplier, Purchaser, or any other persons. Except 

as expressly provided in this Agreement, no 

representation, warranty, term or condition, express or 
NY3:#7460023 

7 

implied, statutory or otherwise, is given or assumed by 

Citibank in respect of the Licensed Resources. Without 

limiting the foregoing, Purchaser and Supplier 

understand that Citibank is not giving any representation 

or warranty as to condition, performance, fitness for 

purpose, suitability, merchantability, quality or otherwise, 

or of non-infringement, and that the Licensed Resources 

are provided as is, except as expressly provided herein. 

Nothing herein shall limit the obligations of Citibank 

under any other agreement it may have with any other 

Party or the UST. 

6.4 Confidentiality; Inspection Rights of UST. (a) Each 

Party agrees to maintain the confidentiality of any 

Confidential Information (as defined below) of the other 

Party to which it has access under the System or otherwise 

under this Agreement, and to use such Confidential 

Information only for the purposes of exercising its rights 

and performing its obligations under this Agreement, and 

not for its own personal gain or benefit. "Confidential 

Information" shall mean information of a Party that the 

receiving Party knows or reasonably should know to be 

confidential to such first Party; provided, however, that 

the term does not include any information that the 

receiving Party can demonstrate, by clear and convincing 

evidence: (i) to be part of the public domain without any 

breach of this Agreement by the receiving Party; (ii) to be 

or to become generally known to the general public or 

organizations engaged in the same or similar businesses 

as the receiving Party on a non-confidential basis, through 

no wrongful act of such Party; (iii) to be known by the 

receiving Party prior to disclosure to it hereunder without 

any obligation to keep it confidential; (iv) to be disclosed 

to it by a third party which, to the best of the receiving 

Party’s knowledge, is not required to maintain the 

information as proprietary or confidential; (v) to be 

independently developed by the receiving Party without 

reference to Confidential Information of the other Party; 

or (vi) to be the subject of a written agreement whereby 

the other Party consents to the disclosure of such 

Confidential Information on a non-confidential basis. 

Notwithstanding anything to the contrary in this 

Agreement, UST shall have the right to disclose any 

documents and information provided to it hereunder to 

its Representatives and nothing herein shall prevent UST 

from disclosing any such documents or information to the 

extent required by any legal requirements or by any 

subpoena or similar legal process. UST understands that 

the documents and information may contain 

commercially sensitive confidential information entitled 

to an exception from a Freedom of Information Act 

request.

(b) Notwithstanding the foregoing, any Party may 

disclose Confidential Information obtained from any other 

Party to any authority of competent jurisdiction if disclosure is required pursuant to a court order or instruction of 

any regulatory or supervisory authority having jurisdiction over it, provided that the disclosing Party shall 

have given such other Party prompt notice thereof (unless 

it has a legal obligation to the contrary) so that such other 

Party may seek a protective order or other appropriate 

remedy to prevent disclosure. 

(c) At all times during the term of this Agreement, 

the Supplier shall permit (i) the Lender and its agents, 

consultants, contractors and advisors, (ii) the Special 

Inspector General of the Troubled Asset Relief Program, 

and (iii) the Comptroller General of the United States 

access to personnel and any books, papers, records or 

other data delivered to it hereunder or otherwise in its 

possession, custody or control, in each case to the extent 

relevant to ascertaining compliance with the terms and 

conditions set forth herein and the Program Terms, during 

normal business hours and upon reasonable notice to the 

Supplier, as the case may be; provided that prior to 

disclosing any information pursuant to clause (i), (ii) or 

(iii), the Lender, the Special Inspector General of the 

Troubled Asset Relief Program and the Comptroller 

General of the United States shall have agreed, with 

respect to documents obtained under this Agreement in 

furtherance of their respective functions, to follow 

applicable law and regulation (and the applicable 

customary policies and procedures, including those for 

inspectors general) regarding the dissemination of 

confidential materials, including redacting confidential 

information from the public version of its reports, as 

appropriate, and soliciting input from the Supplier as to 

information that should be afforded confidentiality. 

6.5 Indemnity. (a) Supplier shall defend, indemnify 

and hold harmless Citibank and Purchaser and each of 

their respective affiliates, employees, directors, officers, 

and agents (each, an "indemnified party"), from and 

against all Losses, including Losses relating to the 

enforcement of this indemnity, arising out of or in any 

way relating to (i) any breach of Supplier’s 

representations, warranties or obligations under this 

Agreement, (ii) Citibank’s or Purchaser's reliance on any 

Message sent by Supplier using the System, (iii) any 

dispute with respect to the commercial transaction giving 

rise to any Receivable, or (iv) any claim that any Message 

or other material transmitted or uploaded onto the System 

by Supplier infringes or misappropriates any third party 

intellectual property rights, except to the extent that such 

Losses are caused by the gross negligence or willful 

misconduct of such indemnified party. 

6.6 Assignment; Termination of Citibank as Servicer. 

(a) This Agreement shall bind and inure to the benefit of 

the respective successors and permitted assigns of each of 

the parties; provided, however, that Supplier may not 

assign any of its rights or obligations hereunder without 

each Party's prior written consent, given in its sole 

discretion. Purchaser shall have the right without the 

consent of or notice to Supplier to sell, transfer, assign 

(including by way of security), or grant participations in 

all or any part of, or any interest in, Purchaser's 

obligations, rights and benefits hereunder (provided that, 

without the consent of Supplier given in its sole discretion, 
NY3:#7460023 

8 

no such assignment shall relieve Purchaser of its 

obligations hereunder). Purchaser and Supplier agree that 

Citibank may perform any and all of its duties and 

exercise its rights and powers hereunder by or through 

any one or more sub-agents appointed by Citibank and 

each such sub-agent shall be entitled to the benefits of all 

provisions of this Section 6 as if set forth in full herein 

with respect thereto; provided that Citibank agrees that 

such sub-agents will be selected by it with reasonable care 

and no such appointment will relieve Citibank of its 

obligations hereunder. 

(b) Upon the effectiveness of any resignation or other 

termination of Citibank, as servicer, in accordance with 

the terms of the Servicing Agreement, Citibank shall have 

the right, at its election, to terminate its obligations under 

this Agreement and to terminate Supplier's access to the 

Licensed Resources, with immediate effect upon notice to 

Purchaser and Supplier and the effectiveness of Citibank's 

resignation or termination under the Servicing 

Agreement; provided that upon any such termination of 

Citibank's obligations hereunder, the successor servicer 

under the Servicing Agreement shall be the successor in 

all respects to Citibank hereunder and shall be subject to 

all the responsibilities, duties and liabilities arising 

thereafter relating thereto. 

6.7 Termination. This agreement shall automatically 

terminate on the Maturity Date (as such date may be 

extended in accordance with the Program Terms). 

Following the Payment Notification Cut-Off Date, 

Supplier shall no longer issue Purchase Offers hereunder 

and Purchaser will no longer process Purchase Offers 

from Supplier. 

6.8 Survival. All covenants made herein shall 

continue in full force and effect so long as any Purchased 

Receivable remains outstanding. All confidentiality, 

security and indemnity obligations and all limitation of 

liability provisions contained in this Agreement shall 

survive and remain in full force and effect 

notwithstanding termination of this Agreement. 

6.9 Notices. Except as otherwise expressly 

contemplated herein, all notices pursuant to this 

Agreement shall be in writing, duly signed by the Party 

giving such notice, and shall be delivered, emailed, faxed 

or mailed, as follows: 

If notice is given to Purchaser: 

Chrysler Receivables SPV LLC 

1000 Chrysler Drive 

Auburn Hills, MI 48326 

Attn.: General Counsel 

 CIMS 485-14-78 

Phone: 

Facsimile: 

If notice is given to Supplier: 

Supplier Name: 

Attention: 

Address: 

Email: 

Phone: 

Fax: 

If notice is given to Citibank: 

Citibank, N.A. 

388 Greenwich Street, 25th Floor 

New York, NY 10013 

Attn: 

Phone: 

Fax: 

6.10 Entire Agreement; No Third Party Beneficiaries; 

Amendments. This Agreement embodies the entire 

agreement between the Parties relating to the subject 

matter hereof, and supersedes all prior agreements 

relating to this subject matter. This Agreement shall not 

be construed to confer any right, benefit, remedy or claim 

upon any person or entity other than each Party and their 

respective successors and permitted assigns; provided, 

however, that each of the Parties acknowledges and agrees 

that the Lender shall be an express third party beneficiary 

of all of Supplier's representations, covenants and 

obligations under this Agreement, and may enforce each 

directly against Supplier as if the Lender were an original 

party hereto. All amendments and waivers to this 

Agreement must be in writing and signed by or on behalf 

of each of the Parties. The Parties have the right to waive 

any provision hereof in writing. 

6.11 Counterparts. This Agreement may be executed in 

any number of counterparts (which may be delivered by 

facsimile or optically-scanned electronic mail attachment), 

which taken together shall constitute a single copy of this 

Agreement. Any signature delivered by facsimile or by 

email in "pdf" format shall be deemed an original 

signature hereto. 

6.12 Governing Law; Jurisdiction. This Agreement is 

governed by the laws of the State of New York. The Parties 

agree that any New York State court or Federal court 

sitting in New York City or an appellate court having 

appellate jurisdiction over such courts has non-exclusive 

jurisdiction to settle any disputes in connection with this 

Agreement, and submit to the jurisdiction of those courts. 

Each Party waives: (i) any right to immunity from 

jurisdiction to which it may be entitled (including, to the 

extent applicable, immunity from pre-judgment 

attachment and post-judgment attachment and execution) 
NY3:#7460023 

9 

and (ii) any objection to venue or any claim of 

inconvenience in connection with a proceeding brought in 

such a court. Each Party agrees that any service of process 

or other notice of legal process may be served upon it by 

mail or hand delivery if sent to its address given for 

notices in Section 6.9. Each Party agrees that nothing in 

this Agreement shall affect any other Party's right to serve 

process in any other manner permitted by law or to 

commence legal proceedings or otherwise proceed against 

such Party in any other jurisdiction. Supplier agrees that 

final judgment against it in any action or proceeding shall 

be enforceable in any other jurisdiction by suit on the 

judgment, a certified copy of which shall be conclusive 

evidence of the judgment, and any recovery by Purchaser 

or Citibank pursuant to any judgment that is expressed in 

or converted into any currency other than U.S. Dollars, 

shall not discharge the obligation except to the extent that 

such recovery results in the actual receipt by Purchaser or 

Citibank, as applicable, in New York of the full amount of 

U.S. Dollars owed. 

6.13 WAIVER OF JURY TRIAL. THE PARTIES WAIVE ANY 

RIGHTS THEY MAY HAVE TO A JURY TRIAL OF ANY 

CLAIM OR CAUSE OF ACTION BASED ON OR 

ARISING FROM THIS AGREEMENT. 

6.14 Citibank Authorized to Act for Purchaser. In 

accordance with the terms of that certain Servicing 

Agreement dated April 7, 2009 between Purchaser and 

Servicer (as may be amended, restated and modified from 

time to time, the "Servicing Agreement"), Purchaser has 

appointed Citibank as servicer of the Receivables 

purchased hereunder. In furtherance of the foregoing, 

Purchaser hereby confirms, and Supplier hereby agrees, 

that until and unless instructed in writing to the contrary 

by Purchaser, Citibank may give or receive any notice or 

take any action, including exercising any right provided to 

the Purchaser, hereunder on behalf of Purchaser; provided, 

however, that Citibank shall not be liable to Supplier for 

any Losses arising out of or relating to any of its actions or 

omissions to act hereunder on behalf of Purchaser, except 

to the extent that any such Losses are caused by Citibank’s 

gross negligence or willful misconduct. 

6.15 Non-Petition. Each of Citibank and Supplier 

covenants and agrees that it will not at any time prior to a 

year and a day after the Maturity Date, (a) commence or 

institute against the Purchaser or join with or facilitate any 

other Person in commencing or instituting against the 

Purchaser, any bankruptcy, reorganization, arrangement, 

readjustment of debt, dissolution, receivership, insolvency 

or liquidation proceedings, or other similar proceedings 

under any United States Federal or state, or other 

jurisdiction, bankruptcy or similar law or statute now or 

hereafter in effect or (b) participate in any assignment for 

benefit of creditors, compositions, or arrangements with 

respect to the Purchaser's debts. 

6.16 Limited Recourse. Notwithstanding anything to 

the contrary contained in this Agreement, the obligations 

of the Purchaser under this Agreement are solely the 

obligations of the Purchaser and shall be payable solely to 

the extent of funds received by and available to the 

Purchaser in accordance with the Security Agreement. No 

recourse shall be had for the payment of any amount 

owing in respect of any obligation of, or claim against, the 

Purchaser arising out of or based upon this Agreement 

against any holder of a membership interest, employee, 

officer or affiliate thereof. The provisions of this Section 

6.16 shall survive the termination or expiration of this 

Agreement. 
NY3:#7460023 

IN WITNESS WHEREOF, each of the Parties hereto has executed this Agreement as of the date and year written. 

___________________________________________________ 

(Supplier Legal Company Name) 

By: ________________________________________________ 

(Signature) 

Name (printed): _____________________________________ 

Title: ______________________________________________ 

Date: ______________________________________________

 CITIBANK, N.A.

By: ________________________________________________ 

 (Signature) 

Name (printed): _____________________________________ 

Title:_______________________________________________ 

Date: ______________________________________________ 

 CHRYSLER RECEIVABLES SPV LLC

By: ________________________________________________ 

 (Signature) 

Name (printed): _____________________________________ 

Title:_______________________________________________ 

Date: ______________________________________________
NY3:#7460023 

 2 

Schedule I

Supplier Information 

A. Supplier's Legal Name. 

____________________________ 

B. Supplier's Jurisdiction of Organization. 

____________________________ 

C. New Debtor Events1. 

Did you merge with, or acquire all or substantially all of the assets of, another company or person within the 

preceding 6 months? 

Yes 

No 

If the answer to the preceding question is Yes: 

 

 A. What is the legal name of the other company or person with which you merged, or from which you 

acquired such assets? 

 _________________________________ 

B. At the time of such merger or acquisition, was the other company or person subject to any effective 

security agreement, mortgage, receivables financing or other similar transaction with any other 

purchaser or creditor? 

 Yes 

 No 

 

1

 "New debtor" means a person that becomes bound as debtor by a security agreement previously entered into by 

another person. A person may become a "new debtor", if, by operation of law such person acquires or succeeds to 

all or substantially all of the assets of the other person in connection with a merger or acquisition of assets or similar 

transaction. 
NY3:#7460023 

 3 

Schedule II

Approved Affiliates

None. 
NY3:#7460023 

Annex A

Auto Supplier Program Terms 

[To be attached]
Program Terms 

See Credit Agreement Exhibit I 
Exhibit G—Form of Paying Services Agreement 
EXECUTION 

 

NY3:#7460026

PAYING SERVICES AND SUPPLIER DESIGNATION AGREEMENT 

Dated as of April 7, 2009, between Chrysler LLC, a Delaware limited liability company ("OEM"), and Citibank, N.A., a U.S. 

national banking association ("Citibank"). 

BACKGROUND 

A. From time to time OEM and its Approved Affiliates, if any, 

enter into commercial trade transactions with various suppliers 

(each, a "Supplier") for the purchase of goods and/or services, 

resulting in payment obligations, or Receivables (as defined 

below), owed by OEM or such Approved Affiliates to the 

respective Suppliers. For the purposes of this Agreement, 

references to "OEM" shall, where the context so requires, mean and 

include "OEM and any Approved Affiliates". 

B. OEM is participating in the United States Department of the 

Treasury ("UST") Auto Supplier Support Program, certain terms of 

which are outlined in Annex A hereto (the "Program Terms"). 

C. Subject to the Program Terms, Chrysler Receivables SPV, 

LLC("Purchaser") has agreed to purchase Eligible Receivables (as 

defined below) from Participating Suppliers (as defined below) 

submitted for payment through the System (as defined below) by 

OEM in accordance with this Agreement. 

D. To facilitate the processing of payment obligations of OEM 

and its Approved Affiliates, if any, to Purchaser, and of Purchaser 

to Participating Suppliers, OEM, Purchaser and Participating 

Suppliers intend to utilize one or more computerized settlement 

systems, including related services, Equipment and Software (each 

as defined in Article I and, collectively, the "System") provided by 

Citibank. Citibank is prepared to provide OEM with a license to 

the System, subject to the terms and conditions set forth in this 

Agreement. 

E. OEM wishes to engage Citibank to act as OEM's and any 

Approved Affiliate's paying agent with respect to the transactions it 

wishes to settle with Purchaser using the System. Citibank is 

willing to act as OEM’s paying agent, on the terms and conditions 

set forth herein. 

 NOW, THEREFORE, in consideration of the mutual covenants, 

terms, conditions, representations and warranties contained herein, 

and other good and valuable consideration the receipt and 

sufficiency of which is hereby acknowledged, OEM and Citibank 

agree as follows: 

ARTICLE I: DEFINITIONS

In this Agreement: 

 "Agreement" means this Paying Services and Supplier Designation 

Agreement, as such may be amended, restated, supplemented or 

otherwise modified from time to time in accordance with its terms. 

"Approved Affiliate" means each subsidiary or affiliate of OEM 

executing a joinder agreement in substantially the form of Exhibit 

A hereto, with the consent of UST. 

"Business Day" has the meaning set forth in the Program Terms. 

"Collateral Account" has the meaning set forth in the Security 

Agreement. 

"Collateral Agent" has the meaning set forth in the Program Terms. 

"Disbursement Account" has the meaning set forth in Section 5.1. 

"Due Date" has the meaning set forth in the Program Terms. 

"Eligible Receivable" has the meaning set forth in the Program 

Terms. 

"Eligible Supplier" has the meaning set forth in the Program Terms. 

"Equipment" means all equipment provided by or on behalf of 

Citibank to OEM for the purpose of accessing or using the System, 

including all authentication products. 

"Insolvency Event" has the meaning set forth in the Program 

Terms. 

"Intellectual Property Rights" means all rights in inventions, 

patents, copyrights, design rights, database rights, trade marks and 

trade names, service marks, trade secrets, know-how and other 

intellectual property rights (whether registered or unregistered) and 

all applications and rights to apply for any of them anywhere in the 

world that apply to the Licensed Resources. 

"License" has the meaning set forth in Section 2.1. 

"Licensed Resources" means, collectively, the System and the 

Policies and Procedures. 

"Lender" has the meaning set forth in the Program Terms. 

"Losses" has the meaning set forth in Section 2.8(f). 

"Maturity Date" has the meaning set forth in the Program Terms. 

"Message" has the meaning set forth in Section 2.4. 

"Participating Supplier" means each Eligible Supplier identified by 

OEM on Schedule I hereto, as such Schedule may be amended 

from time to time by OEM with prior written notice to Citibank 

(and following Citibank’s uploading such information to the 

System). 

"Party" or "Parties" means each or both of OEM and Citibank, as 

the context requires. 

"Payment Instruction" means the instruction issued by OEM to 

Citibank through the System directing the payment of a specified 

amount in respect of a specified Participating Supplier, on the Due 

Date, to settle one or more Eligible Receivables. "Payment 

Instruction" shall include each Payment Instruction issued by OEM 

on behalf of any Approved Affiliate. 

"Payment Instruction Date" means the date a Payment Instruction is 

submitted to Citibank, as recorded by the System. 

"Payment Notification" means, with respect to an Eligible 

Receivable, the notification sent by Citibank pursuant to the 

relevant Purchase Agreement, in its capacity as paying agent for 

OEM (and any Approved Affiliate), to Supplier through the 

System, notifying Supplier that OEM has instructed Citibank to 

make payment from the Disbursement Account of a specified 

amount on the applicable Due Date in payment of such Eligible 

Receivable. 
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"Payment Notification Cut-Off Date" means the last Business Day 

of the calendar month preceding the Maturity Date. 

"Person" has the meaning set forth in the Program Terms. 

"Policies and Procedures" means all tangible printed information 

(including any in electronic form) provided from time to time by or 

on behalf of Citibank to OEM in connection with the use of the 

System. 

"Principal Transaction Documents" means the Credit Agreement, 

the Servicing Agreement, the Paying Services Agreement, the form 

of Purchase Agreement and the Security Agreement. 

"Purchase Agreement" means each Supplier Purchase Agreement 

between Purchaser, Citibank and a Participating Supplier with 

respect to the purchase of Eligible Receivables by Purchaser from 

such Participating Supplier. 

"Purchaser" has the meaning set forth in the Recitals hereto. 

"Receivables" has the meaning as set forth in the Program Terms. 

"Related Security" has the meaning as set forth in the Program 

Terms. 

"Security Agreement" has the meaning set forth in the Program 

Terms. 

"Servicing Agreement" means the Servicing Agreement dated as of 

the date hereof between Purchaser and Citibank, as servicer. 

"Software" means all software, programming or object code 

provided by or on behalf of Citibank to OEM for utilizing a 

computer or like device to use the System. 

ARTICLE II: THE SYSTEM; REPRESENTATIONS, 

WARRANTIES AND COVENANTS 

2.1 License Grant. (a) Subject to the terms and conditions 

set forth herein, Citibank hereby grants OEM a limited, personal, 

non-exclusive, non-transferable license and right, without the right 

to further sublicense, during the term of this Agreement, to access 

and use the Licensed Resources, solely for the purposes 

contemplated by this Agreement (the "License"). Except as 

expressly set forth in this Agreement, OEM shall have no other 

right (including any ownership right or intellectual property right), 

title or interest to or in the Licensed Resources or any portion 

thereof. 

(b) OEM acknowledges that all right, title and interest in and to 

the System, including without limitation, all Intellectual Property 

Rights, are vested, and shall remain vested, in Citibank and/or its 

licensors. Notwithstanding anything to the contrary contained 

herein and except as otherwise may be expressly agreed in writing, 

all right, title and interest in and to revisions, upgrades, updates, 

derivative works and other improvements to the System shall vest 

solely in Citibank and its licensors. Except for the grant herein by 

Citibank to OEM of the License, nothing in this Agreement shall 

act to operate as an assignment or other transfer of any of such 

rights to OEM. 

2.2 Usage. (a) OEM shall access and use the System only 

to settle the payment of Eligible Receivables in accordance with 

this Agreement, the Purchase Agreements and the Policies and 

Procedures. OEM shall remain informed as to any updates to the 

Policies and Procedures that may be implemented from time to 

time. Approval of an update shall be deemed to be given if OEM 

continues to utilize the System for a period of 10 Business Days 

after notice of such update. 

(b) OEM shall promptly use any successors, updates, new 

releases or replacements of any portion of the Equipment or 

Software provided to it from time to time by Citibank for use in 

accessing the System, and cease to use the previous version or 

release of such portion. 

(c) OEM shall have the right under the License to use the content 

of the System website on a computer screen, to print reasonable 

extracts from the website, and to save reasonable copies to OEM’s 

hard drive(s), in each case solely for the purposes contemplated by 

this Agreement. All other copying, distribution or commercial use 

of any of the content of the website is strictly forbidden. Except for 

the limited right granted by this Section 2.2(c), no other right or 

license is granted in respect of the content of the website. 

(d) OEM shall have no right to, and shall not, without the written 

consent of Citibank, alter or modify the whole or any part of the 

Licensed Resources. 

(e) OEM shall submit all Payment Instructions on behalf of any 

Approved Affiliate and otherwise perform the duties delegated to 

OEM by each Approved Affiliate as set forth in the joinder 

agreement executed by such Approved Affiliate. 

2.3 Security. OEM shall safeguard and keep confidential, and 

put into effect and maintain industry standard security measures to 

safeguard and keep confidential the information provided through 

the System and the Licensed Resources. In furtherance of the 

foregoing, OEM agrees that: 

(i) it will not knowingly interfere with, defeat, circumvent or 

tamper with any Message or other information or instruction 

that is, by the terms of this Agreement or the Policies and 

Procedures, to be transmitted through the System, or with the 

restrictions on use of functionality or access to information on 

any portion of the System, or attempt to do so; 

(ii) it will not knowingly introduce into any portion of the 

System any virus or other data or code that harms, or may 

adversely affect, the operation of the System; and 

(iii) it will ensure that all Messages being communicated by 

OEM through the System are sent in accordance with this 

Agreement and the Policies and Procedures. 

2.4 Messages. OEM shall use the System to send all messages 

under this Agreement (including, without limitation, Payment 

Instructions and any updates to OEM’s list of personnel authorized 

to use the System on OEM’s behalf) (each, a "Message"). Any 

Message sent by OEM via the System is valid and binding on 

OEM, and Citibank is entitled to rely thereon, irrespective of any 

error or fraud contained therein or the identity of the individual 

who sent the Message, except to the extent that such error or fraud 

or use of the System by an unauthorized third party is a result of the 

failure by Citibank to use commercially reasonable security 

measures to prevent unauthorized access to the System. OEM 

agrees that the act of sending a Message electronically in 

accordance with this Agreement is as legally binding as if OEM 

had manually executed and delivered that Message in written form, 

and that OEM will not contest the validity, legally binding nature 

or enforceability of that Message on the basis that the act of 

sending the Message electronically is invalid or not binding on 

OEM. 

2.5 System Availability. OEM acknowledges and agrees that: 

(i) Citibank does not represent or warrant that the System will be 

error-free; (ii) there will be downtime from time to time when the 

System cannot be accessed; and (iii) OEM is responsible for 
NY3:# 7460026 3

providing and maintaining, and Citibank has no liability or 

responsibility in respect of, equipment not supplied by or on behalf 

of Citibank, or utility services that OEM utilizes as a result of its 

participation in the System and maintaining a link to the System. 

Citibank shall use commercially reasonable efforts to (i) make the 

Licensed Resources, Equipment and Software available to OEM, 

subject to reasonable downtime for maintenance and support, and 

(ii) consult with OEM on an alternative to settle the payment of 

Eligible Receivables if the System and/or Software is no longer 

available to OEM for any reason other than due to OEM's acts or 

omissions. 

2.6 Confidentiality. (a) Each Party agrees to maintain the 

confidentiality of any Confidential Information (as defined below) 

of the other Party to which it has access under the System or 

otherwise under this Agreement, and to use such Confidential 

Information only for the purposes of exercising its rights and 

performing its obligations under this Agreement, and not for its 

own personal gain or benefit, provided that Citibank and OEM 

shall be entitled to share information pertaining to this Agreement 

and the Payment Instructions with Purchaser and Purchaser's 

assignees. "Confidential Information" shall mean information of a 

Party that the other Party knows or reasonably should know to be 

confidential to such first Party; provided, however, that the term 

does not include any information that the receiving Party can 

demonstrate, by clear and convincing evidence: (i) to be part of the 

public domain without any breach of this Agreement by the 

receiving Party; (ii) to be generally known to the general public or 

organizations engaged in the same or similar businesses as the 

receiving Party on a non-confidential basis, through no wrongful 

act of such Party; (iii) to be known by the receiving Party prior to 

disclosure to it hereunder without any obligation to keep it 

confidential; (iv) to be disclosed to it by a third party which, to the 

best of the receiving Party’s knowledge, is not required to maintain 

the information as confidential; (v) to be independently developed 

by the receiving Party without reference to Confidential 

Information of the other Party; or (vi) to be the subject of a written 

agreement whereby the other Party consents to the disclosure of 

such Confidential Information on a non-confidential basis. 

Notwithstanding anything to the contrary in this Agreement, UST 

shall have the right to disclose any documents and information 

provided to it hereunder to its Representatives (as defined in the 

Servicing Agreement) and nothing herein shall prevent UST from 

disclosing any such documents or information to the extent 

required by any legal requirements or by any subpoena or similar 

legal process. UST understands that the documents and 

information may contain commercially sensitive confidential 

information entitled to an exception from a Freedom of Information 

Act request. Notwithstanding the foregoing, OEM agrees that 

Citibank may, without prior consent (i) disclose the structure of the 

UST Auto Supplier Support Program or any Program Terms or 

(ii) furnish a copy of any Principal Transaction Document to any 

Supplier and its lenders or secured parties. 

(b) Notwithstanding the foregoing, either Party may disclose 

Confidential Information obtained from the other Party to any 

authority of competent jurisdiction if disclosure is required 

pursuant to a court order or instruction of any regulatory or 

supervisory authority having jurisdiction over it, provided that the 

disclosing Party shall have given the other Party prompt notice 

thereof (unless it has a legal obligation to the contrary) so that the 

other Party may seek a protective order or other appropriate remedy 

to prevent disclosure. 

(c) Without limiting anything in this Section 2.6, OEM agrees 

that no printed or other material in any language, including 

prospectuses, notices, reports, press releases, and promotional 

material which mentions “Citibank”, or “Citigroup” or “Citi” by 

name or the rights, powers, or duties of Citibank under this 

Agreement shall be publically disclosed by OEM, or on its behalf, 

without the prior written consent of Citibank (not to be 

unreasonably withheld), except as may be necessary to comply 

with any applicable law (including any order, rule or regulation 

issued or promulgated by the Securities Exchange Commission). 

2.7 Participating Suppliers. OEM hereby represents and 

warrants to Citibank that each of the Suppliers identified on 

Schedule I is an Eligible Supplier. It shall be a condition to the 

effectiveness of this Agreement with respect to any Participating 

Supplier that such Supplier, Purchaser and Citibank have duly 

executed and delivered a Purchase Agreement. This Agreement 

shall cease to be effective with respect to any Participating Supplier 

as to which OEM and Citibank have received written notice from 

the UST or OEM that such Participating Supplier is no longer an 

Eligible Supplier (a "Supplier Termination Notice"), which notice 

may be transmitted by facsimile or other electronic medium. 

Promptly (and in any event within two Business Days) following 

receipt of a Supplier Termination Notice by OEM and Citibank, 

OEM will cease giving, and Citibank will cease processing, 

Payment Instructions in respect of such Supplier's Receivables; 

provided, however, that Citibank shall continue to process Payment 

Instructions that were received by Citibank prior to such time. 

2.8 Representations, Warranties and Covenants of OEM. 

OEM hereby represents, warrants and covenants to and with 

Citibank as follows: 

(a) OEM intends to use the System solely to settle the payment 

of Eligible Receivables. OEM shall not use the System for 

investment or arbitrage functions or purposes, or for any money 

laundering purpose, or in contravention of any law or regulation, 

and Messages issued at OEM’s request shall not be, and are not 

intended to be, used in furtherance of any of the foregoing. 

(b) OEM acknowledges and agrees that all Receivables 

submitted for payment by it through the System shall be Eligible 

Receivables which, subject to Citibank’s delivery of a 

corresponding Payment Notice pursuant to Section 5.2, will be 

offered and sold by the associated Participating Supplier to the 

Purchaser in accordance with the terms of the applicable Purchase 

Agreement and the Program Terms. In furtherance thereof, OEM 

represents and warrants that, as of the date of any Payment 

Instructions, each of the associated Receivables is an Eligible 

Receivable. OEM acknowledges that neither Citibank nor 

Purchaser has any obligation to inspect, review or determine 

whether any such Receivable is an Eligible Receivable; provided 

that the foregoing shall not limit Citibank's obligations under the 

Servicing Agreement. 

(c) OEM acknowledges that Citibank has no obligation to 

inspect or view the content of Messages conveyed through the 

System, and that Citibank has no liability in the event that OEM is 

in breach of this Article. 

(d) OEM shall comply in all material respects with all relevant 

laws and regulations applicable to this Agreement and transactions 

conducted using the System including, without limitation, all 

applicable sanctions and export control laws, and U.S. tax 

information reporting requirements, if any. In addition, OEM 

agrees that this Agreement does not relieve OEM of any obligation 

to information-report under Section 6041 or 6041A of the Internal 

Revenue Code (the "Code") with respect to payments made through 

the System or to perform backup withholding under Code section 

3406 when required. 
NY3:# 7460026 4

(e) Information provided by OEM to Citibank from time to time 

in connection with this Agreement is and shall be true and accurate 

in all material respects, and Citibank is hereby authorized from 

time to time to verify such information. No right, title or interest in 

such OEM's information is transferred to Citibank, and no licenses 

in and to such information is granted by Citibank under this 

Agreement; provided, however, that Citibank has the right and 

license to use such information solely for the purposes 

contemplated by this Agreement and the Servicing Agreement. 

(f) OEM shall defend, indemnify and hold harmless Citibank 

and its affiliates, employees, directors, officers and agents acting 

within the scope of their authority (each an "indemnified party"), 

from and against any and all claims, liabilities, losses, damages, 

costs and expenses, including reasonable attorneys’ fees and 

disbursements, other dispute resolution expenses (including 

reasonable fees and expenses in preparation for a defense of any 

investigation, litigation or proceeding) and costs of collection 

(collectively, "Losses"), including Losses relating to the 

enforcement of this indemnity, arising out of or in any way relating 

to (i) Citibank’s reliance on any Message sent by OEM using the 

System, (ii) any breach of OEM’s representations, warranties or 

obligations under this Agreement, (iii) the failure of any Receivable 

submitted through the System to be an Eligible Receivable, or (iv) 

any suit, demand, claim or other dispute between OEM and a 

Supplier with respect to a transaction by OEM using the System, 

except to the extent that such Losses are caused by the negligence 

or willful misconduct of such indemnified party. 

2.9 Mutual Representations, Warranties and Covenants of 

the Parties. (a) Each of OEM and Citibank represents, warrants, 

and covenants as follows: (i) it is validly existing and in good 

standing and has the power to enter into and perform, and has all 

necessary authorizations for the entry into, performance and 

delivery of, this Agreement and the transactions contemplated by 

this Agreement; (ii) this Agreement constitutes its legal, valid and 

binding obligation, enforceable in accordance with its terms; and 

(iii) its execution, delivery and performance of this Agreement does 

not contravene any contract binding on or affecting it or any of its 

properties, does not violate any applicable law or regulation, and 

does not require any notice, filing or other action to or by any 

governmental authority. 

(b) Except as expressly provided in this Agreement or the 

Policies and Procedures, no representation, warranty, term or 

condition, express or implied, statutory or otherwise, is given or 

assumed by Citibank in respect of (i) the Licensed Resources, (ii) 

OEM’s underlying commercial transactions, or (iii) the goods or 

services to which such underlying transactions relate (regardless of 

any assistance that Citibank may, in its sole discretion, provide to 

OEM.) All such representations, warranties, terms and conditions 

are excluded, except to the extent that this exclusion is prohibited 

by law. Without limiting the foregoing, OEM understands that 

Citibank is not giving any representation or warranty as to 

condition, performance, fitness for purpose, suitability, 

merchantability, quality or otherwise, or of non-infringement, 

except as expressly provided herein or in the Policies and 

Procedures. 

(c) Notwithstanding anything herein to the contrary, OEM 

acknowledges and agrees that it will not, without Citibank's 

consent, upload any Eligible Receivable to the System that (1) is 

not denominated in U.S. Dollars or (2) that is owed to any Supplier 

organized under the law of any non-U.S. jurisdiction; provided, 

however, in the case of either clause (1) or (2), that Citibank agrees 

to use commercially reasonable efforts to update the System and 

the Policies and Procedures from time to time at the request of 

OEM to accommodate non-U.S. dollar denominated Eligible 

Receivables in one or more specified currencies or owing to any 

specific Participating Supplier organized under the law of a nonU.S. jurisdiction. 

ARTICLE III: PAYING AGENT 

3.1 Appointment of Agent. OEM and each Approved Affiliate 

hereby appoints Citibank as OEM’s and such Approved Affiliate's 

paying agent with respect to transactions executed through the 

System, and Citibank hereby accepts such appointment, in each 

case in accordance with, and subject to, the terms and conditions 

set forth in this Agreement. In performing its obligations 

hereunder, Citibank may consult as to any legal matters with 

lawyers selected with due care by it, and Citibank shall be 

protected from and shall incur no liability for any action taken or 

not taken with respect to such matters in good faith and in 

accordance with the opinion of such lawyers. 

3.2 IP Indemnity. Citibank shall indemnify OEM for any 

Losses arising out of claims against OEM alleging that the License 

or use of the System by OEM infringes any intellectual property 

right of a third party, except where the claim arises out of or results 

from OEM's use of the System contrary to the Policies and 

Procedures or in violation of this Agreement. 

ARTICLE IV: FEES AND CHARGES 

No processing, licensing or other fees or charges will be payable by 

OEM to Citibank hereunder. 

ARTICLE V: DISBURSEMENT ACCOUNTS AND 

PAYMENT PROCESS 

5.1 Disbursement Account. OEM shall maintain a designated 

account with Citibank for purposes of this Agreement (the 

"Disbursement Account"). OEM and each Approved Affiliate 

authorizes Citibank to debit from the Disbursement Account all 

amounts corresponding to Payment Instructions or otherwise 

payable hereunder as such amounts become due and payable. 

Under no circumstances shall Citibank be liable for interest on 

monies deposited in the Disbursement Account at any time 

pursuant to any provision of this Agreement or otherwise, nor shall 

Citibank be required to invest such monies. Monies held by or 

deposited with Citibank hereunder need not be segregated from 

other funds except to the extent required by law, and Citibank need 

not collateralize or provide any security interest for any funds 

received by it pursuant to this Agreement. 

5.2 Payment Instructions. OEM from time to time will submit 

Payment Instructions through the System with respect to Eligible 

Receivables and, promptly (and in no event later than one Business 

Day) after receipt of such Payment Instructions, Citibank will 

deliver a corresponding Payment Notification to the applicable 

Supplier. OEM agrees that, to the best of its knowledge after 

reasonable inquiry, each Payment Instruction delivered hereunder 

will comply in all respects with the Program Terms. If any 

Payment Instruction is not accepted by the System, Citibank 

promptly shall notify OEM to that effect and the Payment 

Instruction will be deemed cancelled by OEM. Without limiting 

the foregoing, Citibank shall not be obligated to process any 

Payment Instruction with respect to a payment that would be 

constrained pursuant to any law, rule or regulation applicable 

thereto. Citibank and Purchaser shall both have the power to reject 

any Payment Instruction with respect to a Receivable that would 

not satisfy the Program Terms; provided, however, that Citibank 

shall have no affirmative duty to reject any Payment Instructions 
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based on the Program Terms and shall not be liable for failure to 

reject any such Payment Instruction. 

5.3 Due Date. (a) At or prior to 12:00 noon New York time 

one Business Day prior to each Due Date, OEM shall deposit or 

cause to be deposited in the Disbursement Account sufficient funds 

to enable Citibank to pay the amounts specified in the relevant 

Payment Instructions to be paid on such Due Date. 

(b) Provided that sufficient funds are available in the 

Disbursement Account at or prior to 12:00 noon New York time 

one Business Day prior to a Due Date (or as otherwise agreed with 

OEM), Citibank shall make payment to the Purchaser or its 

designee on the Due Date, in accordance with the terms of the 

relevant Payment Instruction, by automated clearing house network 

or wire transfer of immediately available funds to the Collateral 

Account.

5.4 Purchaser's Designee. Purchaser may assign, including by 

way of security, its right to receive payment in connection with any 

Payment Instruction issued hereunder, including, without 

limitation, to Collateral Agent. OEM hereby authorizes Citibank to 

make payment, in each case in accordance with the terms and 

conditions of this Agreement, to any such assignee or its designee. 

5.5 Information, Data and Access. (a) OEM shall maintain 

sufficient records of all transactions concluded by it utilizing the 

System and otherwise with respect to its obligations and activities 

under or in connection with this Agreement, including information 

with respect to any underlying commercial trade transaction (or 

associated disputes) to which it is a party, and with respect to 

compliance of such transactions with applicable laws and 

regulations. OEM shall retain each record required to be 

maintained under this Section 5.5 during the term of this 

Agreement and, if applicable, for such longer period as may be 

required by law or regulation. 

(b) OEM shall allow representatives of Citibank, at reasonable 

times upon reasonable notice, to examine and take copies of any of 

OEM’s records relating to this Agreement which are reasonably 

required in order to comply with an order, instruction or request 

from any governmental, administrative, judicial or emergency body 

or any other authority of competent jurisdiction, or to ensure 

compliance with the terms of this Agreement. Any such documents 

shall promptly be returned to OEM once such access is no longer 

required. 

(c) At all times during the term of this Agreement, OEM shall 

permit (i) the Lender and its agents, consultants, contractors and 

advisors, (ii) the Special Inspector General of the Troubled Asset 

Relief Program, and (iii) the Comptroller General of the United 

States access to personnel and any books, papers, records or other 

data delivered to it hereunder or otherwise in its possession, 

custody or control, in each case to the extent relevant to 

ascertaining compliance with the terms and conditions set forth 

herein and the Program Terms, during normal business hours and 

upon reasonable notice to OEM, as the case may be; provided that 

prior to disclosing any information pursuant to clause (i), (ii) or 

(iii), the Lender, the Special Inspector General of the Troubled 

Asset Relief Program and the Comptroller General of the United 

States shall have agreed, with respect to documents obtained under 

this Agreement in furtherance of their respective functions, to 

follow applicable law and regulation (and the applicable customary 

policies and procedures, including those for inspectors general) 

regarding the dissemination of confidential materials, including 

redacting confidential information from the public version of its 

reports, as appropriate, and soliciting input from OEM as to 

information that should be afforded confidentiality. 

5.6 Other Covenants. (a) OEM agrees that OEM’s 

obligations under this Agreement and any Payment Instructions 

issued by it shall not be affected by the invalidity, unenforceability, 

existence, performance or non-performance of the underlying 

commercial trade transaction or any related contract or undertaking, 

nor shall those obligations be subject to claims or defenses of OEM 

in relation to the same, including breach of contract or breach of 

statutory obligation. 

(b) OEM’s issuance of a Payment Instruction, and its funding of 

the Disbursement Account with an amount sufficient to pay all or 

part of such Payment Instruction on the Due Date therefor, shall 

each be deemed to constitute OEM’s confirmation that its 

representations and warranties set forth in Article II remain true 

and correct in all material respects (except that any representation 

or warranty that is qualified by materiality shall be true and correct 

in all respects) as of the date of such Payment Instruction and, in 

the case of OEM's representations in Section 2.9(a), as of such Due 

Date, and that OEM is not in breach in any material respect of any 

of its covenants or other obligations under this Agreement. No 

additional documentation or further action by either OEM or 

Citibank shall be necessary in order to evidence OEM’s reiteration 

of such representations and warranties as true and correct in all 

material respects as of such dates (or, with respect to any 

representation or warranty that is qualified by materiality, in all 

respects), and of its compliance in any material respect with the 

terms of this Agreement as of such dates. 

(c) OEM shall maintain reasonable procedures to prevent 

unauthorized access to the System and to ensure that (i) only 

Eligible Receivables are transmitted for payment through the 

System, and (ii) all information provided by OEM to Citibank 

through the System is true and correct in all material respects. 

ARTICLE VI: MISCELLANEOUS 

6.1 Waivers; Severability. No delay or failure of any Party 

hereto in exercising any right, privilege or option under this 

Agreement shall operate as a waiver of such or of any other right, 

privilege, or option. If any provision of this Agreement is or 

becomes illegal or invalid under any applicable law, the validity of 

the remaining provisions shall not be affected thereby. 

6.2 Limitation on Liability. (a) Citibank shall not be liable for 

any Losses arising out of or relating to any of its actions or 

omissions to act hereunder, except to the extent that any such 

Losses are caused by Citibank’s negligence or willful misconduct. 

(b) Except for liabilities to third parties relating to defense and 

indemnification obligations hereunder, neither Party shall be liable 

to the other Party or responsible for any loss of business or profits, 

revenue or goodwill, or any indirect or consequential, special, 

exemplary or punitive losses or damages, whether arising from 

negligence, breach of contract or otherwise, even if informed of the 

possibility of those losses or damages. 

(c) Neither Party shall be deemed to be in default of any of the 

obligations required to be performed by it under this Agreement to 

the extent that performance thereof is delayed, hindered or becomes 

impossible because of any act of God or public enemy, hostilities, 

war (declared or undeclared), guerilla activities, terrorist activities, 

act of sabotage, blockade, earthquake, flood, land slide, avalanche, 

tremor, ground movement, hurricane, storm, explosion, fire, labor 

disturbance, riot, insurrection, strike, sickness, accident, civil 

commotion, epidemic, act of government or its agencies or officers, 

power interruption or transmission failure or any cause beyond the 

control of such Party. 
NY3:# 7460026 6

6.3 No Implied Duties. Citibank shall be obliged to perform 

such duties and only such duties as are specifically set forth herein, 

and no implied duties or responsibilities shall be read or implied 

into this Agreement against Citibank. Notwithstanding any other 

provision elsewhere contained in this Agreement, Citibank is acting 

solely as agent of OEM. Citibank shall have no duties or 

obligations hereunder to any person or entity other than OEM and, 

without limiting the foregoing, does not assume any obligation or 

relationship of agency or trust hereunder for, or with, any 

Suppliers, or any other persons. Nothing herein shall limit the 

obligations of Citibank under any other agreement it may have with 

the UST or any other person. 

6.4 Assignment; Termination of Citibank as Servicer. This 

Agreement shall bind and inure to the benefit of the respective 

successors and permitted assigns of each of the parties; provided, 

however, that OEM may not assign any of its rights or obligations 

hereunder without Citibank’s prior written consent, given in its sole 

discretion. OEM agrees that Citibank may perform any and all of 

its duties and exercise its rights and powers hereunder by or 

through any one or more sub-agents appointed by Citibank and 

each such sub-agent shall be entitled to the benefits of all 

provisions of this Section 6 as if set forth in full herein with respect 

thereto; provided that Citibank agrees that such sub-agents will be 

selected by it with reasonable care and no such appointment will 

relieve Citibank of its obligations hereunder. 

(b) Upon the effectiveness of any resignation or other termination 

of Citibank, as servicer, in accordance with the terms of the 

Servicing Agreement, Citibank shall have the right, at its election, 

to terminate its obligations under this Agreement and to terminate 

OEM's access to the Licensed Resources, with immediate effect 

upon notice to OEM and the effectiveness of Citibank's resignation 

or termination under the Servicing Agreement; provided, that upon 

any such termination of Citibank's obligations hereunder, the 

successor servicer under the Servicing Agreement shall be the 

successor in all respects to Citibank hereunder and shall be subject 

to all the responsibilities, duties and liabilities arising thereafter 

relating thereto. 

6.5 Termination. This agreement shall automatically terminate 

on the Maturity Date (as such date may be extended in accordance 

with the Program Terms). Following the Payment Notification 

Cut-Off Date, OEM shall no longer issue and Citibank shall no 

longer accept Payment Instructions from OEM; provided, however, 

that to the extent there are sufficient funds available in the 

Disbursement Account, Citibank shall continue to pay Payment 

Instructions that were received by Citibank prior to the Payment 

Notification Cut-Off Date, and OEM shall be responsible for 

funding the Disbursement Account with respect thereto. 

6.6 Survival. If this Agreement is terminated in accordance with 

Section 6.5, then this Agreement shall become null and void and of 

no further force and effect, except that all confidentiality, security, 

indemnity, payment and reimbursement obligations and all 

limitation of liability provisions contained in this Agreement shall 

survive and remain in full force and effect notwithstanding such 

termination and the payment of all amounts owing hereunder. 

6.7 Governing Law; Jurisdiction. This Agreement is governed 

by the laws of the State of New York. The Parties agree that any 

New York State court or Federal court sitting in New York County 

or an appellate court having appellate jurisdiction over such courts 

has non-exclusive jurisdiction to settle any disputes in connection 

with this Agreement, and each Party submits to the jurisdiction of 

those courts. Each Party waives any right to immunity from 

jurisdiction to which it may be entitled (including, to the extent 

applicable, immunity from pre-judgment attachment and postjudgment attachment and execution.) 

6.8 WAIVER OF JURY TRIAL. THE PARTIES WAIVE 

ANY RIGHTS THEY MAY HAVE TO A JURY TRIAL OF ANY 

CLAIM OR CAUSE OF ACTION BASED ON OR ARISING 

FROM THIS AGREEMENT. 

6.9 Notices. Except as otherwise expressly contemplated herein, 

all notices pursuant to this Agreement shall be in writing, duly 

signed by the Party giving such notice, and shall be delivered, 

faxed or mailed by registered or certified mail, as follows: 

If notice is given to Citibank: 

Citibank, N.A.

388 Greenwich Street, 25th Floor 

New York, NY 10013 

Attn: 

Phone: 

Fax: 

If notice is given to OEM (or any Approved Affiliate): 

Chrysler Receivables SPV, LLC 

1000 Chrysler Drive 

Auburn Hills, MI 48326 

Attn.: General Counsel 

 CIMS 485-14-78 

Phone: 

Facsimile: 

6.10 Entire Agreement; Third Party Beneficiary; 

Amendments. This Agreement embodies the entire agreement 

between OEM and Citibank relating to the subject matter and 

supersedes all prior agreements relating to the subject matter. This 

Agreement shall not be construed to confer any right, benefit, 

remedy or claim upon any person or entity other than OEM, an 

Approved Affiliate, Citibank or Purchaser and their respective 

successors and permitted assigns. Each of the Parties 

acknowledges and agrees that Purchaser and Lender shall each be 

an express third party beneficiary of all of OEM's representations, 

covenants and obligations under this Agreement, and may enforce 

each directly against OEM as if such person were an original party 

hereto. The Parties have the right to waive any provision hereof in 

writing. All amendments and waivers to this Agreement must be in 

writing and signed by or on behalf of each of the Parties. 

6.11 Counterparts. This Agreement may be executed in any 

number of counterparts (which may be delivered by facsimile or 

optically-scanned electronic mail attachment), which taken together 

shall constitute a single copy of this Agreement. Any signature 

delivered by facsimile or by email in "pdf" format shall be deemed 

an original signature hereto. 
NY3:#7460026 

IN WITNESS WHEREOF, each of the Parties hereto has executed this Agreement as of the date and year first above written. 

CHRYSLER LLC 

By: ___________________________ 

Name: 

Title: 

CITIBANK, N.A. 

By: ___________________________ 

Name: 

Title: 
NY3:#7460026 

Exhibit A

Form of Joinder Agreement 

Reference is made to the Paying Services and Supplier Designation Agreement dated as of April 7, 2009 

(the "Paying Services Agreement") between Citibank, N.A. ("Citibank") and Chrysler LLC ("OEM"). 

Except as otherwise provided herein, terms defined in the Paying Services Agreement are used herein as 

defined therein. 

This joinder agreement is being executed by [_________] (the "Approved Affiliate") and delivered to 

Citibank and the UST pursuant to the above-referenced Paying Services Agreement and constitutes a 

Joinder Agreement with respect to the Approved Affiliate as described therein. 

The Approved Affiliate hereby appoints OEM to act as its agent under the Paying Services Agreement and 

each Supplier Agreement applicable to Receivables with respect to which the Approved Affiliate is the 

account debtor. The Approved Affiliate authorizes OEM to take such action on behalf of the Approved 

Affiliate under the provisions of the Paying Services Agreement, each such Supplier Agreement, and any 

other instruments and agreements referred to therein, and to exercise such powers and to perform such 

duties thereunder, as are specifically delegated to or required of OEM, either expressly or implicitly, by the 

terms thereof, together with such powers as are reasonably incidental thereto. Any action taken by OEM or 

any failure of OEM to act, either pursuant to instructions from the Approved Affiliate or in the exercise of 

its discretion, shall be binding on the Approved Affiliate, and Citi shall have no obligation to inquire into 

the authority of OEM to act for the Approved Affiliate pursuant to the foregoing appointment and 

delegation. 

By its signature below, the Approved Affiliate hereby agrees with Citibank and UST to be bound by all of 

the representations, warranties, covenants and obligations of "OEM" set forth in the Paying Services 

Agreement and each Supplier Agreement applicable to Receivables with respect to which the Approved 

Affiliate is the account debtor with the same effect as if the Approved Affiliate were an original party 

thereto and shall be a third party beneficiary of the rights, duties and obligations owed to OEM thereunder. 

Notwithstanding the foregoing, the representations, warranties, covenants and obligations of the Approved 

Affiliate with respect to any Receivables (and the related Suppliers) shall apply solely to the Receivables 

with respect to which the Approved Affiliate is the account debtor, and the representations, warranties, 

covenants and obligations of OEM with respect to any Receivables (and the related Suppliers) shall apply 

solely to the Receivables with respect to which the OEM is the account debtor. 

The provisions of Article VI of the Paying Services Agreement shall apply hereto mutatis mutandis as if the 

same was more fully set forth in this Joinder Agreement. 

IN WITNESS WHEREOF, the Approved Affiliate has executed this Joinder Agreement as of the date and 

year written below. 

Date: ____, 200_ 

[Approved Affiliate] 

By: ___________________________ 

Name: 

Title: 
NY3:#7460026 

Annex A

Auto Supplier Program Terms 

[To be attached] 
Program Terms 

See Credit Agreement Exhibit I 
NY3:#7460026 

Schedule I 

Participating Suppliers 

 [To be attached] 
 Execution Version 

BA0.226513 

Exhibit H-1 – Form of Promissory Note 

PROMISSORY NOTE 

$1,500,000,000 

April 7, 2009 Washington, District of Columbia 

 FOR VALUE RECEIVED, CHRYSLER RECEIVABLES SPV LLC, a Delaware limited 

liability company (the “Borrower”), hereby promises to pay to the order of the UNITED 

STATES DEPARTMENT OF THE TREASURY (the “Lender”), at the principal office of the 

Lender in Washington, D.C. in lawful money of the United States, and in immediately available 

funds, the principal sum of ONE BILLION FIVE HUNDRED MILLION DOLLARS 

($1,500,000,000) (or such lesser amount as shall equal the aggregate unpaid principal amount of 

the Loans made by the Lender to the Borrower under the Credit Agreement (defined below)), on 

the dates and in the principal amounts provided in the Credit Agreement, and to pay interest on 

the unpaid principal amount of each such Loan, at such office, in like money and funds, for the 

period commencing on the date of the such Loan until such Loans shall be paid in full, at the 

rates per annum and on the dates provided in the Credit Agreement. 

 The date and amount of each Loan made by the Lender to the Borrower, and each 

payment made on account of the principal thereof, shall be recorded by the Lender on its books; 

provided, that the failure of the Lender to make any such recordation shall not affect the 

obligations of the Borrower to make a payment when due of any amount owing under the Credit 

Agreement or hereunder in respect of the Loans made by the Lender. 

 This Note is a Promissory Note referred to in the Credit Agreement dated as of April 7, 

2009 (as amended, supplemented or otherwise modified and in effect from time to time, the 

“Credit Agreement”), between the Borrower and the United States Department of the Treasury, 

as Lender, and evidences Loans made by the Lender thereunder. Terms used but not defined in 

this Promissory Note have the respective meanings assigned to them in the Credit Agreement. 

 The Borrower agrees to pay all the Lender's costs of collection and enforcement 

(including, reasonable attorneys' fees and disbursements of Lender's counsel) in respect of this 

Promissory Note when incurred, including, without limitation, reasonable attorneys' fees through 

appellate proceedings. 

 The Borrower, and any indorsers or guarantors hereof, (a) severally waive diligence, 

presentment, protest and demand and also notice of protest, demand, dishonor and nonpayment 

of this Promissory Note, (b) expressly agree that this Promissory Note, or any payment 

hereunder, may be extended from time to time, and consent to the acceptance of further 

Collateral, the release of any Collateral for this Promissory Note, the release of any party 

primarily or secondarily liable hereon, and (c) expressly agree that it will not be necessary for the 

Lender, in order to enforce payment of this Promissory Note, to first institute or exhaust the 

Lender's remedies against the Borrower or any other party liable hereon or against any Collateral 

for this Promissory Note. No extension of time for the payment of this Promissory Note, or any 

installment hereof, made by agreement by the Lender with any person now or hereafter liable for 

COPY 
- 2 - 

the payment of this Promissory Note, shall affect the liability under this Promissory Note of the 

Borrower, even if the Borrower is not a party to such agreement; provided, however, that the 

Lender and the Borrower, by written agreement between them, may affect the liability of the 

Borrower. 

 Any reference herein to the Lender shall be deemed to include and apply to every 

subsequent holder of this Promissory Note. Reference is made to the Credit Agreement for 

provisions concerning optional and mandatory prepayments, Collateral, acceleration and other 

material terms affecting this Promissory Note. 

 Any enforcement action relating to this Promissory Note may be brought by motion for 

summary judgment in lieu of a complaint pursuant to Section 3213 of the New York Civil 

Practice Law and Rules. The Borrower hereby irrevocably and unconditionally submits for itself 

and its property in any legal action or proceeding relating to this Promissory Note or the Credit 

Agreement, or for recognition and enforcement of any judgment in respect thereof, to the general 

jurisdiction of any court of the State and county of New York, or in the United States District 

Court for the Southern District of New York. The Borrower consents that any such action or 

proceeding may be brought in such courts and, to the extent permitted by law, waives any 

objection that it may now or hereafter have to the venue of any 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. The Borrower 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 its address set forth in the Credit 

Agreement or at such other address of which the Lender shall have been notified, The Borrower 

agrees that nothing in this Promissory Note shall affect the right to effect service of process in 

any other manner permitted by law or shall limit the right to sue in any other jurisdiction. 

 Insofar as there may be no applicable Federal law, this Promissory Note shall be 

construed in accordance with the laws of the State of New York, without regard to any rule of 

conflicts of law (other than Section 5-1401 of the New York General Obligations Law) that 

would result in the application of the substantive law of any jurisdiction other than the State of 

New York. Nothing in this Promissory Note shall require any unlawful action or inaction by the 

Borrower. 

[Signature Page Follows] 

COPY 
 Execution Version 

BA0.226514 

Exhibit H-2 – Form of Contingent Interest Promissory Note 

CONTINGENT INTEREST PROMISSORY NOTE 

April 7, 2009 Washington, District of Columbia 

 FOR VALUE RECEIVED, CHRYSLER RECEIVABLES SPV LLC, a Delaware limited 

liability company (the “Borrower”), hereby promises to pay to the order of the UNITED 

STATES DEPARTMENT OF THE TREASURY (the “Lender”), at the principal office of the 

Lender in Washington, D.C. in lawful money of the United States, and in immediately available 

funds, the principal sum of the Contingent Interest (as defined in the Security Agreement), on the 

dates and in the amounts provided in the Credit Agreement. 

 This Note is the Contingent Interest Promissory Note referred to in the Credit Agreement 

dated as of April 7, 2009 (as amended, supplemented or otherwise modified and in effect from 

time to time, the “Credit Agreement”), between the Borrower and the Lender, and evidences 

the Contingent Interest owed by the Borrower thereunder. Terms used but not defined in this 

Contingent Interest Promissory Note have the respective meanings assigned to them in the Credit 

Agreement. 

 The date and amount of the Contingent Interest, and each payment made on account 

thereof, shall be recorded by the Lender on its books; provided, that the failure of the Lender to 

make any such recordation shall not affect the obligations of the Borrower to make a payment 

when due of any amount owing under the Credit Agreement or hereunder. 

 The Borrower agrees to pay all the Lender’s costs of collection and enforcement 

(including, reasonable attorneys’ fees and disbursements of Lender’s counsel) in respect of this 

Contingent Interest Promissory Note when incurred, including, without limitation, reasonable 

attorneys’ fees through appellate proceedings. 

 The Borrower, and any indorsers or guarantors hereof, (a) severally waive diligence, 

presentment, protest and demand and also notice of protest, demand, dishonor and nonpayment 

of this Contingent Interest Promissory Note, (b) expressly agree that this Contingent Interest 

Promissory Note, or any payment hereunder, may be extended from time to time, and consent to 

the acceptance of further Collateral, the release of any Collateral for this Contingent Interest 

Promissory Note, the release of any party primarily or secondarily liable hereon, and (c) 

expressly agree that it will not be necessary for the Lender, in order to enforce payment of this 

Contingent Interest Promissory Note, to first institute or exhaust the Lender’s remedies against 

the Borrower or any other party liable hereon or against any Collateral for this Contingent 

Interest Promissory Note. No extension of time for the payment of this Contingent Interest 

Promissory Note, or any installment hereof, made by agreement by the Lender with any person 

now or hereafter liable for the payment of this Contingent Interest Promissory Note, shall affect 

the liability under this Contingent Interest Promissory Note of the Borrower, even if the 

Borrower is not a party to such agreement; provided, however, that the Lender and the Borrower, 

by written agreement between them, may affect the liability of the Borrower. 

COPY 
- 2 - 

 Any reference herein to the Lender shall be deemed to include and apply to every 

subsequent holder of this Contingent Interest Promissory Note. 

 Any enforcement action relating to this Contingent Interest Promissory Note may be 

brought by motion for summary judgment in lieu of a complaint pursuant to Section 3213 of the 

New York Civil Practice Law and Rules. The Borrower hereby irrevocably and unconditionally 

submits for itself and its property in any legal action or proceeding relating to this Contingent 

Interest Promissory Note or the Credit Agreement, or for recognition and enforcement of any 

judgment in respect thereof, to the general jurisdiction of any court of the State and county of 

New York, or in the United States District Court for the Southern District of New York. The 

Borrower consents that any such action or proceeding may be brought in such courts and, to the 

extent permitted by law, waives any objection that it may now or hereafter have to the venue of 

any 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. The Borrower 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 its 

address set forth in the Credit Agreement or at such other address of which the Lender shall have 

been notified, The Borrower agrees that nothing in this Contingent Interest Promissory Note 

shall affect the right to effect service of process in any other manner permitted by law or shall 

limit the right to sue in any other jurisdiction. 

 Insofar as there may be no applicable Federal law, this Contingent Interest Promissory 

Note shall be construed in accordance with the laws of the State of New York, without regard to 

any rule of conflicts of law (other than Section 5-1401 of the New York General Obligations 

Law) that would result in the application of the substantive law of any jurisdiction other than the 

State of New York. Nothing in this Contingent Interest Promissory Note shall require any 

unlawful action or inaction by the Borrower. 

[Signature Page Follows] 

COPY 
Exhibit I—Program Terms 
 Execution Version 

BA0.227003 

PROGRAM TERMS 

1. THE PROGRAM. 

 These Program Terms apply to the Auto Supplier Support Program (the 

“Program”) established by the United States Department of the Treasury (the “Lender” 

or “UST”) pursuant to the authority granted to it by and under the Emergency Economic 

Stabilization Act of 2008 (Pub. L. 110-343, enacted October 1, 2008), as amended 

(“EESA”), in which Chrysler Receivables SPV LLC, a Delaware limited liability 

company (the “Borrower”), a wholly-owned subsidiary of Chrysler LLC, a Delaware 

limited liability company (the “OEM”), is a participant. 

2. CERTAIN AGREEMENTS RELATED TO THE PROGRAM. 

 In connection with the Program, the Lender, the Borrower, the OEM, Citibank, 

N.A., a national banking association (“Citi”), and Eligible Suppliers (defined below) are 

entering into certain agreements, including, among others: 

(a) that certain Credit Agreement dated as of April 7, 2009 between the 

Borrower and the Lender (the “Credit Agreement”); 

(b) that certain Security Agreement, of even date with the Credit Agreement, 

among the Borrower, the Lender, Citi as servicer for the Borrower pursuant to the 

Servicing Agreement defined below (in such capacity, the “Servicer”) and Citi as 

Collateral Agent (in such capacity, the “Collateral Agent”) (the “Security 

Agreement”); 

(c) that certain Pledge Agreement, of even date with the Credit Agreement, 

among the OEM, the Lender, the Servicer and the Collateral Agent (the “Pledge 

Agreement”); 

(d) that certain Servicing Agreement, of even date with the Credit Agreement, 

between the Servicer and the Borrower (the “Servicing Agreement”); 

(e) from time to time, Supplier Purchase Agreements each among the 

Borrower, Citi and an Eligible Supplier, in substantially the form attached as Exhibit F of 

the Credit Agreement (each, a “Supplier Agreement”); and 

(f) that certain Paying Services and Supplier Designation Agreement, of even 

date with the Credit Agreement, between the OEM and Citi as Paying Agent for the OEM 

(in such capacity, the “Paying Agent”) (the “Paying Services Agreement”). 

 All references to the agreements identified above in this Section 2 shall, unless 

otherwise specified, be deemed to refer to such agreements as amended, supplemented, 

restated or otherwise modified from time to time, or any successor or replacement 
-2- 

agreement which may be entered into from time to time, subject in each case to any 

applicable limitations specified herein or therein.

3. DEFINED TERMS. 

 In addition to the terms previously defined above, the following terms have the 

following respective meanings: 

(a) “Adverse Claim”: any mortgage, pledge, security interest, hypothecation, 

assignment, encumbrance or lien of or on any Person’s assets or properties in favor of 

any other Person, other than a tax, mechanics’ or other lien or encumbrance that attaches 

by operation of law or any subordinated lien permitted under a Lien Priority Agreement. 

(b) “Affiliate”: as to any Person, any other Person that, directly or indirectly, 

is in control of, is controlled by, or is under common control with, such Person. For 

purposes of this definition, “control” of a Person means the power, directly or indirectly, 

to direct or cause the direction of the management and policies of such Person, whether 

by contract or otherwise. 

(c) “Business Day” means a day other than a Saturday, Sunday, a Federal 

holiday or other day on which commercial banks in New York City are authorized or 

required by law to close. 

(d) “Credit Memo Receivable”: means a payment from the OEM to a 

Supplier representing an adjustment to an existing or past Receivable as a result of 

missing invoices, incorrect receipt of goods, vendor scrap or other adjustments resulting 

from price changes, quantity discrepancies or vendor returns. 

(e) “Due Date”: with respect a Payment Instruction or a Payment

Notification, the Business Day on which the payment obligation of the OEM in respect of 

that Payment Instruction or Payment Notification, as the case may be, will be due and 

payable, that date being the earlier of: 

(i) the date specified in the Payment Instruction or Payment 

Notification, as the case may be, for payment or if such date is not 

a Business Day, the first Business Day following that date and 

(ii) the date that is two (2) Business Days before the Maturity Date. 

(f) “Eligible Receivable”: shall mean a Receivable which satisfies the 

following criteria: 

(i) it constitutes a trade account receivable representing a valid 

obligation of OEM to make payment in United States Dollars to 

the Eligible Supplier for goods shipped or delivered or services 

rendered to the OEM; 
-3- 

(ii) unless such Receivable is a Credit Memo Receivable, it was 

originated (A) not before March 19, 2009 and (B) not more than 20 

Business Days prior to the Purchase Date thereof in the ordinary 

course of the Eligible Supplier’s business; provided, however, that 

the foregoing clause (B) shall not apply to Receivables the 

Purchase Date of which occurs on or before April 20, 2009; 

(iii) unless such Receivable is a Credit Memo Receivable, it has a Due 

Date at least 30 days after the date of its origination and not later 

than the earlier of (A) the date occurring 90 days after the date of 

its origination and (B) the date 2 Business Days prior to the 

Maturity Date; 

(iv) it arises under an Underlying Contract (A) which, together with 

such Receivable, is in full force and effect and constitutes the 

genuine, legal, valid and binding payment obligation in writing of 

the OEM, enforceable against the OEM in accordance with its 

terms and (B) with respect to which, no material default or breach 

by the OEM under the terms thereof has occurred; 

(v) such Receivable, together with the Underlying Contract related 

thereto, complied at the time it was originated or made and, as of 

such Purchase Date, complies in all material respects with all 

requirements of, and does not contravene in any material respect 

any, applicable federal, state or local laws and regulations; 

(vi) it has not been satisfied, subordinated, rescinded, or otherwise 

compromised; 

(vii) it is not subject to any counterclaim, contra-account, volume 

rebate, cooperative advertising accrual, deposit or offset; 

(viii) it does not arise from a bill-and-hold, guaranteed sale, sale-orreturn, sale-on-approval, consignment or similar transaction and is 

not subject to repurchase, return, rejection, repossession, loss or 

damage; 

(ix) it represents a final sale with respect to which the goods giving rise 

to the Receivable have been delivered to and accepted by the OEM 

or the service giving rise to the Receivable has been completely 

performed to the satisfaction of the OEM; 

(x) it is not evidenced by a note or other instrument or chattel paper or 

reduced to judgment; 

(xi) it is not by contract, subrogation, mechanics' lien laws or 

otherwise, subject to claims by the Eligible Supplier's creditors or 
-4- 

other third parties, except for any subordinated liens permitted 

under a Lien Priority Agreement; 

(xii) it does not constitute a service charge, warranty charge or similar 

charge; 

(xiii) it does not represent an accord and satisfaction in respect of any 

prior Receivable; 

(xiv) it has not been amended in any respect such that the Principal 

Balance thereof has been modified; 

(xv) it is not subject to any right of rescission, setoff, counterclaim or 

defense and no such right has been asserted or threatened with 

respect to it; 

(xvi) it is not the subject of any pending or threatened litigation; 

(xvii) it is free and clear of any Adverse Claim other than (x) the security 

interest therein then being granted to Purchaser or (y) any 

subordinated liens permitted under a Lien Priority Agreement; 

(xviii) as to which Receivable, all filings (including UCC filings) 

necessary in any jurisdiction to give the Purchaser a first perfected 

ownership interest in such Receivable shall have been made; 

(xix) as of the Purchase Date thereof, the Credit Agreement has not 

terminated and no notice of termination of the Commitment (as 

defined in the Credit Agreement) has been given by the Lender 

thereunder; and 

(xx) as of the Purchase Date thereof, the OEM was not the subject of 

any bankruptcy, insolvency or reorganization proceeding or any 

other proceeding seeking the entry of an order for relief or the 

appointment of a receiver, trustee or other similar official for it or 

any substantial part of its property; 

provided, that, in the context of any representation or warranty made by 

the OEM or the Borrower in, or pursuant to, any Transaction Document that any 

Receivable is an Eligible Receivable, the OEM or the Borrower (as the case may be) shall 

be deemed to have represented and warranted as to the matters set forth in clause (xi) of 

the definition of “Eligible Receivable” to the knowledge of the OEM and the Borrower; 

and 

provided, further, in the context of any representation or warranty made 

by any Person in, or pursuant to, any Transaction Document or Supplier Agreement that 

any Receivable is an Eligible Receivable, such Person shall be deemed to have 
-5- 

represented and warranted as to the matters set forth in clause (xvi) (solely with respect to 

threatened litigation) to the knowledge of such Person; and 

provided further, that, in the context of any representation or warranty 

made by the Eligible Supplier in, or pursuant to, any Supplier Agreement that any 

Receivable is an Eligible Receivable, the Eligible Supplier shall be deemed to have 

represented and warranted as to the matters set forth in clauses (xix) and (xx) of the 

definition of “Eligible Receivable” to the knowledge of the Eligible Supplier; and 

provided further, that, in the context of any representation or warranty 

made by any Person (other than Citi) in, or pursuant to, any Transaction Document or 

Supplier Agreement that any Receivable is an Eligible Receivable, such Person shall be 

deemed to have represented and warranted as to the matters set forth in clause (xviii) of 

the definition of “Eligible Receivable” to the knowledge of such Person. 

(g) “Eligible Supplier”: a Person that: 

(i) is not an Affiliate of the Borrower or the OEM; 

(ii) is a party to an Underlying Contract; 

(iii) has been designated by the OEM as an “Eligible Supplier” in a 

written notice to the Servicer for participation in the Program; 

(iv) is not an Ineligible Supplier; and 

(v) is (A) a party to a Supplier Agreement, and (B) not in breach of 

default of any of the representations, warranties or covenants of 

such Supplier Agreement; 

 provided that, in the context of any representation or warranty made by the 

a Person in, or pursuant to, any Supplier Agreement that such Person is an Eligible 

Supplier, such Person shall be deemed to have represented and warranted as to the 

matters set forth in clause (iii) of the definition of “Eligible Supplier” to the knowledge of 

such Person. 

(h) “Executive Order 13324” means Executive Order No. 13224, effective 

as of September 24, 2001 and relating to Blocking Property and Prohibiting Transactions 

With Persons Who Commit, Threaten to Commit or Support Terrorism, 66 Fed. Reg. 

49079 (2001). 

(i) “Governmental Authority”: any nation or government, any state or 

other political subdivision thereof, any agency, authority, instrumentality, regulatory 

body, court, central bank or other entity exercising executive, legislative, judicial, taxing, 

regulatory or administrative functions of or pertaining to government, any securities 

exchange and any self-regulatory organization. 
-6- 

(j) “Immediate Pay Receivable”: any Purchased Receivable with respect to 

which the selling Eligible Supplier has elected under the corresponding Supplier 

Agreement to be paid the Purchase Price at or immediately following the sale of such 

Purchased Receivable to the Borrower (i.e., Payment Option 1 under the Supplier 

Agreement). 

(k) “Ineligible Person”: any Person that: 

(i) is named, identified, described on or included on (A) the list of 

Specially Designated Nationals promulgated by OFAC from time 

to time or (B) any blocked persons list, designated nationals lists, 

denied persons list entity list debarred party list, unverified list, 

sanctions list or other list of Persons with whom United States 

Persons may not conduct business, including lists published or 

maintained by the United States Department of Commerce and 

lists published or maintained by the United States Department of 

State; 

(ii) is subject to the provisions of, or owned or controlled by or acting 

for or on behalf of any Person that is subject to the provisions of, 

Executive Order 13324; 

(iii) commits, threatens or conspires to commit or threaten “terrorism” 

(as defined in Executive Order 13324); 

(iv) is subject to trade restrictions under United States law, including, 

but not limited to, the International Emergency Economic Powers 

Act, 50 U.S.C. §§ 1701 et seq., the Trading with the Enemy Act, 

50 U.S.C. App. 1 et seq., the foreign assets control regulations of 

UST (31 C.F.R. Subtitle B, Chapter V, as amended) or any 

enabling legislation or executive order relating thereto, or 

regulations promulgated thereunder (including Executive Order 

13224 and the USA PATRIOT Act); or 

(v) is an Affiliate of or affiliated with any Person listed above; 

provided, that, in the context of any representation or warranty made by 

the OEM or the Borrower in, or pursuant to, any Transaction Document that any Person 

is an Eligible Supplier or is not an Ineligible Supplier, the OEM or the Borrower (as the 

case may be) shall be deemed to have represented and warranted as to the matters set 

forth in the definition of “Ineligible Person” to the knowledge of the OEM and the 

Borrower. 

(l) “Ineligible Supplier”: any Person: 

(i) that is an Ineligible Person; or 
-7- 

(ii) as to which UST has notified the OEM, the Borrower and the 

Servicer, in its capacity as servicer for the Borrower, in writing 

that UST has determined, after reasonable consultation with the 

Borrower and the OEM, that such Person is not eligible for 

participation in the Program; provided, that such determination 

shall ultimately rest with UST in its sole discretion, 

notwithstanding any consultation with the Borrower or OEM. 

(m) “Insolvency Event” means, with respect to a specified Person: 

(i) the commencement of any case, proceeding or other action by such 

Person (A) under any existing or future law of any jurisdiction, 

domestic or foreign, relating to bankruptcy, insolvency, 

reorganization or relief of debtors, seeking to have an order for 

relief entered with respect to it, or seeking to adjudicate it bankrupt 

or insolvent, or seeking reorganization, arrangement, adjustment, 

winding-up, liquidation, dissolution, composition or other relief 

with respect to it or its debts, or (B) seeking appointment of a 

receiver, trustee, custodian, conservator or other similar official for 

it or for all or any substantial part of its assets; or 

(ii) the commencement against such Person of any case, proceeding or 

other action of a nature referred to in clause (i) above that (A) 

results in the entry of an order for relief or any such adjudication or 

appointment or (B) remains undismissed or undischarged for a 

period of 90 days; or 

(iii) the commencement against such Person of any case, proceeding or 

other action seeking issuance of a warrant of attachment, 

execution, distraint or similar process against all or any substantial 

part of its assets that results in the entry of an order for any such 

relief that shall not have been vacated, discharged, or stayed or 

bonded pending appeal within 90 days from the entry thereof; or 

(iv) such Person (excluding the OEM) taking any action in furtherance 

of, or indicating its consent to, approval of, or acquiescence in, any 

of the acts set forth in clause (i), (ii), or (iii) above; or 

(v) such Person (excluding the OEM) generally not, or being unable 

to, or admitting in writing its inability to, pay its debts as they 

become due; or 

(vi) such Person making a general assignment for the benefit of its 

creditors. 

(n) “Lien Priority Agreement” means a Lien Priority Agreement between 

any Supplier and a creditor of such Supplier in the form attached as Exhibit C to the 

Servicing Agreement. 
-8- 

(o) “Maturity Date”: April 7, 2010, and any extensions of such date 

pursuant to the Credit Agreement. 

(p) “OFAC” means the Office of Foreign Assets Control of UST. 

(q) “Pay at Maturity Receivable”: any Purchased Receivable with respect to 

which the selling Eligible Supplier has elected under the corresponding Supplier 

Agreement to be paid the Purchase Price at the Due Date thereof (i.e., Payment Option 2 

under the Supplier Agreement). 

(r) “Payment Instruction”: as defined in the Paying Services Agreement. 

(s) “Person”: an individual, partnership, corporation, limited liability 

company, business trust, joint stock company, trust, unincorporated association, joint 

venture, Governmental Authority or other entity of whatever nature. 

(t) “Principal Balance” of a Receivable means the face amount of such 

Receivable specified in the associated Payment Instructions. 

(u) “Purchase Date” means, with respect to any Eligible Receivable, the date 

such Eligible Receivable becomes a Purchased Receivable. 

(v) “Purchase Price”: as defined in the Supplier Agreements. 

(w) “Purchased Receivables”: Eligible Receivables purchased by Borrower 

from time to time pursuant to any Supplier Agreement. 

(x) “Purchaser”: Borrower, in its capacity as the “Purchaser” under any 

Supplier Agreement. 

(y) “Receivables” means accounts, instruments, documents, contract rights, 

general intangibles and chattel paper (as such terms are defined in the Uniform 

Commercial Code in effect in the State of New York), and all other forms of obligation 

owing to a Supplier by OEM, whether now existing or hereafter created, that represent 

bona fide obligations of OEM arising out of the Supplier’s sale and delivery of goods or 

services, together with the Related Security, and with respect to each of the foregoing, all 

proceeds thereof. 

(z) “Related Security” means, with respect to any Receivable (i) all of the 

related Supplier’s interest in any merchandise (including returned merchandise) relating 

to any sale giving rise to such Receivable and all of the related Supplier's rights of 

reclamation or rights to any administrative expense or priority claim under section 

503(b)(9) of Title 11 of the United States Code or otherwise with respect to any 

merchandise relating to any sale giving rise to such Receivable and all administrative 

claims related thereto arising as a result of any Insolvency Event with respect to the 

account debtor of any such Receivable; (ii) all security interests or liens and property 

subject thereto purporting to secure payment of such Receivable; (iii) all tax refunds and 

proceeds of insurance with respect thereto; (iv) all guaranties, insurance, other 
-9- 

agreements or arrangements of whatever character from time to time supporting or 

securing payment of such Receivable; and (iv) all books, records and other information 

relating to such Receivable. 

(aa) “Transaction Documents” has the meaning assigned in the Credit 

Agreement. 

(bb) “Underlying Contract”: a contract (including a purchase order or 

invoice) entered into in the ordinary course of business between an Eligible Supplier and 

the OEM pursuant to which the Eligible Supplier is entitled to receive payments from the 

OEM for goods and services provided to the OEM. 

(cc) “USA PATRIOT Act”: the Uniting and Strengthening America by 

Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, 

Pub. L. 107-56. 
Exhibit L—Form of Servicing Agreement 
NY3:#7460014 

EXECUTION 

SERVICING AGREEMENT

between 

CITIBANK, N.A.

as Servicer, 

and 

CHRYSLER RECEIVABLES SPV, LLC, as Purchaser 

dated as of April 7, 2009 
 TABLE OF CONTENTS 

Page 

NY3:#7460014 

ARTICLE I TRANSACTION SUMMARY .................................................................................. 1 

ARTICLE II DEFINITIONS .......................................................................................................... 1 

Section 2.1 Definitions....................................................................................................1 

Section 2.2 Other Definitional Provisions. .....................................................................5 

ARTICLE III COLLECTIONS ...................................................................................................... 5 

Section 3.1 Collateral Account. ......................................................................................5 

Section 3.2 Application of Collections and Other Amounts...........................................6 

Section 3.3 Reports. ........................................................................................................6 

ARTICLE IV SERVICING OF RECEIVABLES.......................................................................... 6 

Section 4.1 Appointment and Duties of the Servicer......................................................6 

Section 4.2 Application of Collections and Other Amounts...........................................8 

Section 4.3 The System. .................................................................................................8 

Section 4.4 Servicer Fee. ................................................................................................9 

Section 4.5 Servicer Expenses. .......................................................................................9 

Section 4.6 No Implied Duties; Action Upon Instructions.............................................9 

Section 4.7 Limitations on the Servicer's Authority.....................................................10 
 TABLE OF CONTENTS 

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Page 

NY3:#7460014 ii 

ARTICLE V REPRESENTATIONS AND WARRANTIES....................................................... 10 

Section 5.1 Mutual Representations and Warranties. ...................................................10 

ARTICLE VI COVENANTS ....................................................................................................... 11 

Section 6.1 Compliance with Laws. .............................................................................11 

Section 6.2 Sarbanes-Oxley Act. ..................................................................................11 

Section 6.3 Notice of Servicer Breach..........................................................................11 

ARTICLE VII THE SERVICER.................................................................................................. 11 

Section 7.1 Limitation on Liability...............................................................................11 

Section 7.2 Merger or Consolidation of, or Assumption of Obligations of the 

Servicer. .....................................................................................................12 

Section 7.3 Resignation. ...............................................................................................12 

Section 7.4 Removal By Purchaser...............................................................................12 

Section 7.5 Indemnity. ..................................................................................................12 

ARTICLE VIII SERVICER DEFAULT AND TERMINATION OF SERVICING ................... 13 

Section 8.1 Servicer Default .........................................................................................13 

Section 8.2 Appointment of Successor .........................................................................14 

Section 8.3 Termination................................................................................................14 
 TABLE OF CONTENTS 

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Page 

NY3:#7460014 iii 

ARTICLE IX MISCELLANEOUS .............................................................................................. 15 

Section 9.1 Amendments. .............................................................................................15 

Section 9.2 Notices. ......................................................................................................15 

Section 9.3 No Waiver; Remedies................................................................................15 

Section 9.4 Binding Effect; Assignability. ...................................................................15 

Section 9.5 Governing Law; Jurisdiction; Etc. .............................................................16 

Section 9.6 Severability. ...............................................................................................17 

Section 9.7 Confidentiality. ..........................................................................................17 

Section 9.8 Construction of the Agreement..................................................................18 

Section 9.9 Execution in Counterparts..........................................................................18 

Section 9.10 Headings. ...................................................................................................18 

Section 9.11 Power of Attorney......................................................................................18 

Section 9.12 Non-Petition...............................................................................................18 

Section 9.13 Public Statements.......................................................................................19 

Section 9.14 Limited Recourse.......................................................................................19 

Section 9.15 Collateral Assignment................................................................................19 

Section 9.16 Lender Inspection Rights. ..........................................................................19 
 TABLE OF CONTENTS 

 (cont'd) 

Page 

NY3:#7460014 iv 

EXHIBIT A – Form of Servicer Report and Monthly Certificate 

EXHIBIT B – Standard Receivables Files Documentation 

EXHIBIT C – Form of Lien Priority Agreement 

EXHIBIT D – Form of Payment Calculation Report 

EXHIBIT E – Form of Power of Attorney 
NY3:#7460014 

SERVICING AGREEMENT dated as of April 7, 2009 between CITIBANK, N.A. 

("Citibank"), as the "Servicer," and CHRYSLER RECEIVABLES SPV, LLC, as the 

"Purchaser". 

The parties hereto agree as follows: 

ARTICLE I 

TRANSACTION SUMMARY 

The following summary of the transaction is intended for general information purposes. 

The specific terms of the transaction are explained in detail elsewhere in this Agreement. 

Financing 

Purchaser has obtained financing from the United States Department of the Treasury 

("UST") for the purchase of Receivables pursuant to the terms of the UST's Auto Supplier 

Support Program (the "Program Terms") and has granted the Secured Parties a first priority 

security interest in the Receivables and related collateral to secure the financing. 

Receivables Sale 

The transaction involves the sale from time to time of Receivables by Suppliers to 

Purchaser under the terms of the Purchase Agreements. 

Servicing 

The Servicer will service the Purchased Receivables on behalf of the Purchaser in 

accordance with this Agreement, subject to the rights of the Secured Parties under the Loan 

Documents. 

Reporting 

No later than the Business Day next preceding the 15th day of each month, the Servicer 

will provide the Purchaser with a Servicer Report for the preceding Collection Period in 

accordance with Section 3.3. 

ARTICLE II 

DEFINITIONS 

Section 2.1 Definitions. In this Agreement, the following words and phrases 

shall have the following meanings unless the context otherwise requires: 

"Adverse Claim" means any mortgage, pledge, security interest, hypothecation, 

assignment, encumbrance or lien of or on any Person's assets or properties in favor of any other 
NY3:#7460014 2 

Person, other than a tax, mechanics' or other lien or encumbrance that attaches by operation of 

law. 

"Agreement" means this Servicing Agreement, as it may be amended from time to time. 

"Approved Affiliate" has the meaning set forth in the Paying Services Agreement. 

"Business Day" has the meaning set forth in the Program Terms. 

"Citibank" has the meaning set forth in the Preamble hereto. 

"Collateral Account" has the meaning set forth in the Security Agreement. 

"Collection Period" means a calendar month; provided that the first Collection Period 

will begin on and include April 7, 2009 and end on and include April 30, 2009. 

"Confidential Information" has the meaning set forth in Section 9.7. 

"Contract" means, with respect to any Receivable, any and all instruments, agreements, 

invoices, or other writings pursuant to which such Receivable arises or which evidence such 

Receivable. 

"Costs and Expenses" has the meaning set forth in the Security Agreement. 

"Credit Agreement" means the Credit Agreement dated as of April 7, 2009 between the 

UST, as lender, and Purchaser, as borrower (as it may be amended, modified, supplemented or 

replaced from time to time). 

"Designated Representative" means any of those natural Persons who are the 

Representatives of the Purchaser or Lender, as the case may be, designated as such on the 

Schedule of Designated Representatives, as such Schedule of Designated Representatives may be 

modified from time to time by the Servicer to reflect notice from the Purchaser or Lender, as the 

case may be, advising the Servicer of changes to the Purchaser's or Lender's Designated 

Representatives. 

"Initial Costs and Expenses" has the meaning set forth in the Shared Fee Letter. 

"Insolvency Event" has the meaning set forth in the Program Terms. 

"Lender" means UST, or any assignee of UST under the Credit Agreement. 

"Loan Termination Date" shall mean the first date when (a) the Lender has no remaining 

commitment to make any Loans, (b) all Collateral has been fully liquidated and Disposed of and 

all proceeds thereof, including all amounts on deposit in the Collateral Account, have been 

distributed in accordance with Section 5 of the Security Agreement, and (c) all Secured 

Obligations as defined in the Security Agreement have been paid in full. 

"Losses" means any claims, liabilities, losses, damages, costs or expenses, including 

reasonable attorneys' fees and disbursements, other dispute resolution expenses (including 

reasonable fees and expenses in preparation for a defense of any investigation, litigation or 

proceeding) and costs of collection. 
NY3:#7460014 3 

"Minimum Servicer Fee" has the meaning set forth in the Shared Fee Letter. 

"Other Amounts" means (a) any proceeds of Loans made to the Purchaser pursuant to the 

Credit Agreement, and (b) any other amounts (other than Collections) received by the Purchaser 

that are required to be deposited into the Collateral Account in accordance with the Security 

Agreement. 

"Other Costs and Expenses" means any costs and expenses reimbursable by GM Supplier 

Receivable LLC under the Other Servicer Agreement. 

"Other Servicing Agreement" means the Servicing Agreement dated as of April 3, 2009 

between Citibank, N.A., as servicer and GM Supplier Receivables LLC. 

"Paying Services Agreement" means the Paying Services and Supplier Designation 

Agreement dated as of April 7, 2009 between OEM and Citibank, including any joinder 

agreement thereto executed by an Approved Affiliate. 

"Payment Calculation Report" means the report with respect to each Payment Date 

(substantially in the form of Exhibit D hereto) to be provided by the Servicer in accordance with 

Section 3.3. 

"Payment Determination Date" means the first day of each month. 

"Payment Instructions" has the meaning set forth in the Paying Services Agreement. 

"Person" means any corporation, natural person, firm, joint venture, partnership, limited 

liability company, trust, unincorporated organization, enterprise, government or any department 

or agency of any government. 

"Pool Balance" means, at any time, the aggregate outstanding Principal Balance of all 

Receivables held by the Purchaser at such time. 

"Principal Balance" of a Receivable, means the face amount of such Receivable specified 

in the associated Payment Instructions. 

"Principal Transaction Documents" means this Agreement, the Credit Agreement, the 

Paying Services Agreement, the form of Purchase Agreement and the Security Agreement. 

"Purchase Agreement" means each Supplier Purchase Agreement with respect to the 

purchase of Receivables by Purchaser from a Supplier. 

"Purchased Receivable" means Receivables payable by OEM or an Approved Affiliate 

and purchased by the Purchaser pursuant to the Purchase Agreements. 

"Purchaser" has the meaning set forth in the Preamble hereto. 

"Receivable" has the meaning set forth in the Program Terms. 

"Receivables Files" means all documents, instruments, servicing files, records and 

computer-readable media that the Servicer shall keep on file, in accordance with its customary 
NY3:#7460014 4 

standards, policies, procedures and practices, relating to a Receivable, but at a minimum shall 

include the documents listed on Exhibit B attached hereto. 

"Related Security" has the meaning set forth in the Program Terms. 

"Representatives" means (i) when used with respect to the Purchaser, each of the 

Purchaser's duly authorized representatives, attorneys, consultants, contractors, advisors, 

regulators or auditors, and (ii) when used with respect to Lender, each of Lender's duly 

authorized representatives, attorneys, consultants, contractors, advisors, regulators or auditors, 

including the Special Inspector General of the Troubled Asset Relief Program, the Comptroller 

General of the United States, and their respective duly authorized representatives, attorneys, 

consultants, contractors, advisors, regulators or auditors. 

"Security Agreement" means the Security Agreement dated as of April 7, 2009 among, 

inter alios, Purchaser, as debtor, UST, as Lender, and Citibank, as collateral agent. 

"Servicer" means Citibank, as servicer of the Purchased Receivables, and each 

replacement Servicer (in the same capacity) pursuant to Section 8.2. 

"Servicer Default" has the meaning set forth in Section 8.1. 

"Servicer Monthly Fee" means, with respect to any Collection Period, the product of 

(i) the Servicing Fee Rate and (ii) the average daily Pool Balance during such Collection Period. 

"Servicer Report" means the report with respect to each Collection Period (substantially 

in the form of Exhibit A hereto) to be provided by the Servicer in accordance with Section 3.3. 

"Servicing Fee Payment Date" means the third Business Day immediately following a 

Payment Determination Date, commencing on May 6, 2009. 

"Servicing Fee Rate" means 1/12 of 0.25%. 

"Shared Fee Letter" means the shared fee letter between Citibank, N.A., as servicer and 

each of Purchaser and GM Supplier Receivables LLC, dated as of April 3, 2009. 

"System" has the meaning set forth in Section 4.3. 

"System Criteria" means, with respect to any Receivable, at the time the related Payment 

Instruction is given to Citibank by OEM, that each of the following criteria is satisfied at such 

time: 

(a) such Receivable is owed to a Supplier that has been designated as an 

"Eligible Supplier" by OEM (or by OEM on behalf of an Approved Affiliate) pursuant to 

the Paying Services Agreement (and Servicer has otherwise not been required to cease 

processing Payment Instructions in respect of Supplier in accordance with the Paying 

Services Agreement); 

(b) the due date for such Receivable is not later than the earlier of (A) the date 

occurring 90 days after the date of its origination as specified in such Payment Instruction 

and (B) two Business Days prior to the Maturity Date; and 
NY3:#7460014 5 

(c) immediately after giving effect to the purchase of such Receivable by 

Purchaser, the Maximum Amount would not be less than zero. 

"UST" has the meaning set forth in Article I. 

Section 2.2 Other Definitional Provisions. 

(a) Capitalized terms used and not otherwise defined in this Agreement are 

used as defined in the Credit Agreement or the Program Terms, as applicable. 

(b) All terms defined in this Agreement shall have the defined meanings when 

used in any certificate or other document made or delivered pursuant hereto unless otherwise 

defined therein. 

(c) As used in this Agreement and in any certificate or other document made 

or delivered pursuant hereto or thereto, accounting terms not defined in this Agreement or in any 

such certificate or other document, and accounting terms partly defined in this Agreement or in 

any such certificate or other document to the extent not defined, shall have the respective 

meanings given to them under generally accepted accounting principles. To the extent that the 

definitions of accounting terms in this Agreement or in any such certificate or other document 

are inconsistent with the meanings of such terms under generally accepted accounting principles, 

the definitions contained in this Agreement or in any such certificate or other document shall 

control. 

(d) The words "hereof", "herein", "hereunder" and words of similar import 

when used in this Agreement shall refer to this Agreement as a whole and not to any particular 

provision of this Agreement; Article, Section, Schedule and Exhibit references contained in this 

Agreement are references to Articles, Sections, Schedules and Exhibits in or to this Agreement 

unless otherwise specified; and the term "including" and its variations shall be deemed to be 

followed by "without limitation". 

(e) The definitions contained in this Agreement are applicable to the singular 

as well as the plural forms of such terms and to the masculine as well as to the feminine and 

neuter genders of such terms. 

(f) Any agreement, instrument or statute defined or referred to herein or in 

any instrument or certificate delivered in connection herewith means such agreement, instrument 

or statute as from time to time amended, modified or supplemented and includes (in the case of 

agreements or instruments) references to all attachments thereto and instruments incorporated 

therein; references to a Person are also to its permitted successors and assigns. 

ARTICLE III 

COLLECTIONS 

Section 3.1 Collateral Account. All Collections shall be credited to the 

Collateral Account in accordance with the Security Agreement. 
NY3:#7460014 6 

Section 3.2 Application of Collections and Other Amounts. Subject to the 

terms of the Security Agreement and the rights of the Secured Parties thereunder, the Servicer on 

behalf of the Purchaser shall cause all Collections and all Other Amounts to be applied in 

accordance with Section 4.2 below. 

Section 3.3 Reports. The Servicer will provide the Purchaser and Lender, 

either in writing or electronically, with a Servicer Report, containing information pertaining to 

the Receivables with respect to each Collection Period no later than 11:00 a.m. (New York City 

time) on the Business Day next preceding the 15th day of the month following the end of such 

Collection Period. In addition, the Servicer shall deliver to the Purchaser and Lender, either in 

writing or electronically, with each Servicer Report, an officer's certificate of the Servicer in 

substantially the form of Exhibit A hereto, dated as the date of the Servicer Report, stating that 

(i) a review of the activities of the Servicer during the period since the preceding such certificate 

(or with respect to the first such certificate, such period as shall have elapsed from the start of the 

first Collection Period to the date of such certificate) and of its performance under this 

Agreement has been made under such officer's supervision and (ii) to the best of such officer's 

knowledge, based on such review, the Servicer has fulfilled all its obligations under this 

Agreement throughout such period or, if there has been a default in the fulfillment of any such 

obligation, specifying each such default known to such officer and the nature and status thereof. 

In addition, the Servicer will provide the Purchaser and the Lender, either in writing or 

electronically, with each Payment Calculation Report when required by the Security Agreement. 

ARTICLE IV 

SERVICING OF RECEIVABLES 

Section 4.1 Appointment and Duties of the Servicer. The Purchaser hereby 

appoints Citibank as the Servicer and Citibank accepts such appointment. The Servicer, for the 

benefit of the Purchaser, shall manage, service, administer and make collections on the 

Receivables and Collections, which duties shall include collection and posting of all payments, 

responding to inquiries of Suppliers, monitoring the Collateral Account, processing Payment 

Instructions and delivering Payment Notifications, accounting for collections and furnishing 

monthly statements to the Purchaser with respect to collections and remittances, in each case, as 

provided in this Section 4.1. 

(a) The Servicer shall make reasonable efforts to collect all payments called 

for under the terms and provisions of the Receivables and Collections as and when the 

same shall become due and shall follow such collection standards, policies, procedures 

and practices as are used by servicers of comparable automotive receivables (but in all 

events at least the collection standards, policies, procedures and practices it follows with 

respect to all comparable automotive receivables that it services for itself or others 

(provided that nothing herein shall constitute, and shall not be construed to be, a 

guarantee by the Servicer that sufficient funds will be available on each applicable 

payment date to satisfy the Purchaser's payment obligations or a guarantee by the 

Servicer of the timely performance of the Purchaser's payment obligations)). The 

Servicer shall submit borrowing requests on behalf of Purchaser pursuant to the Credit 

Agreement. To the extent any Collections or Other Amounts are paid to the Servicer, 
NY3:#7460014 7 

the Servicer shall promptly (and in any event within 2 Business Days) remit the same to 

the Collateral Account. 

(b) The Servicer shall perform the duties specifically delegated to the Servicer 

in this Agreement and the duties on behalf of the Purchaser, if any, to be performed by 

Servicer in the Security Agreement (and the Servicer shall have no obligation to 

perform any other duties other than as specified herein or therein). 

(c) The Servicer shall negotiate with the lenders and other secured parties of 

the Suppliers and, if applicable, the Purchaser shall enter into such intercreditor or other 

arrangements with such other secured parties substantially on the terms of the Lien 

Priority Agreement in the form attached hereto as Exhibit C, or such other form as the 

Servicer and the Purchaser may reasonably determine, subject to obtaining Lender's 

consent to any such other form. In furtherance of the foregoing, the Servicer shall 

conduct lien searches, including UCC lien searches, against participating Suppliers in 

accordance with its customary standards, policies, procedures and practices. 

(d) The Servicer shall negotiate with the participating Suppliers identified by 

OEM (or by OEM on behalf of an Approved Affiliate) pursuant to the Paying Services 

Agreement, and Purchaser shall enter into a Purchase Agreement with each 

Participating Supplier substantially on the terms of the Purchase Agreement in the form 

attached as Exhibit F to the Credit Agreement, or such other form as the Servicer and 

the Purchaser may reasonably determine, subject to obtaining Lender's consent to any 

such other form. 

(e) The Servicer shall consult with the Purchaser, Lender or such other 

Persons at such times as may be reasonably requested by Purchaser or Lender in 

connection with the transactions contemplated hereby. 

(f) The Servicer shall authorize and file such Uniform Commercial Code 

financing statements and cause to be authorized and filed such Uniform Commercial 

Code continuation statements, and all other filings in any jurisdiction, all in such 

manner and in such places as may be required by law to preserve, maintain and protect 

the first priority interest of the Purchaser in the Receivables and Collections and in the 

proceeds thereof, and deliver (or cause to be delivered) to the Purchaser file-stamped 

copies of, or filing receipts for, any document filed as provided above, as soon as 

available following such filing. The Servicer shall, in accordance with its customary 

servicing procedures, take such steps as are reasonably necessary to maintain perfection 

and first priority of the security interest created in respect of each Purchased 

Receivable, Collections and in the Related Security. 

(g) The Servicer shall maintain the Receivables Files, accounts and records as 

to each Purchased Receivable accurately and in sufficient detail to permit (i) the reader 

thereof to know at any time the status of such Receivable, including payments made and 

payments owing (and the nature and amount of each) and (ii) reconciliation between 

payments on (or with respect to) each such Receivable and the amounts from time to 

time deposited in the Collateral Account in respect of such Receivable. 
NY3:#7460014 8 

(h) The Servicer shall maintain its computer systems so that, at all times, from 

and after the time of sale under the Transaction Documents of the Purchased 

Receivables, the Servicer's master computer records (including any backup archives) 

that refer to a Receivable shall indicate clearly the respective interests of the Purchaser 

and Secured Parties in such Receivable and that such Receivable is owned by the 

Purchaser subject to the security interest of the Secured Parties. 

(i) The Servicer shall permit, upon receipt of reasonable prior notice from the 

Purchaser, the Lender or their respective Representatives, at the Purchaser's cost, the 

Purchaser, the Lender and their respective Representatives at any time during normal 

business hours to inspect, audit and make copies of and abstracts from the Servicer's 

records regarding any Purchased Receivable and Collections. 

(j) The Servicer shall furnish to the Purchaser and Lender each Servicer 

Report and each Payment Calculation Report as required by Section 3.3, and, promptly 

from time to time, furnish to the Purchaser and Lender such other information, 

documents, records or reports owned or controlled by the Servicer respecting the 

Purchased Receivables as the Purchaser or its Representatives or the Lender may from 

time to time reasonably request. 

All services and obligations of the Servicer under this Agreement shall be performed by the 

Servicer using the level of care, skill and attention comparable to customary and usual standards 

of practice of servicers of comparable automotive receivables (but in all events at least the level 

of care, skill and attention that it exercises with respect to all comparable automotive receivables 

that it services for itself and others and in compliance with all applicable laws and regulations). 

Section 4.2 Application of Collections and Other Amounts. Servicer on behalf 

of the Purchaser shall make the payments contemplated from time to time by Section 5 of the 

Security Agreement. 

Section 4.3 The System. To facilitate the servicing of the Receivables as 

provided herein, the Servicer intends to utilize one or more computerized settlement systems, 

including related services, equipment and software (collectively, the "System") provided by the 

Servicer. The Servicer will promptly (and in any event within one Business Day) of its 

knowledge of the occurrence of any Insolvency Event with respect to an OEM Party, restrict 

OEM from uploading any new Payment Instructions to the System. In addition, the Servicer 

agrees that is will use commercially reasonably efforts to maintain the System parameters so that 

the System only accepts Receivables satisfying the System Criteria as of the time the related 

Payment Instruction is delivered. The Purchaser acknowledges and agrees that: (i) the Servicer 

does not represent or warrant that the System will be error-free; (ii) the foregoing does not 

constitute, and shall not be construed to be, a guarantee by the Servicer that all Receivables 

accepted by the System will constitute Eligible Receivables; and (iii) there will be downtime 

from time to time when the System cannot be accessed (provided that Servicer shall give prior 

notice to Purchaser as early as reasonably practical upon knowledge of any scheduled 

downtime). The Servicer agrees to use commercially reasonable efforts to promptly remedy any 

System downtime. 
NY3:#7460014 9 

Section 4.4 Servicer Fee. 

(k) The Purchaser agrees to pay to the Servicer the Servicer Monthly Fee. On 

each Servicing Fee Payment Date, the Purchaser shall remit to the Servicer the Servicer Monthly 

Fee by wire transfer, in immediately available funds and without deduction, set-off or 

counterclaim, to such bank or to such account as is specified by the Servicer. In addition, on the 

date of termination of this Agreement or earlier resignation or removal of Citibank as Servicer 

hereunder, if such date would otherwise not be a Servicing Fee Payment Date, Purchaser shall on 

such date pay to Citibank all accrued and unpaid Monthly Servicer Fee through such date. 

The Servicer Monthly Fee shall not be refundable in whole or in part in any circumstances. The 

Purchaser acknowledges and agrees that the Servicer may, on behalf of the Purchaser, submit to 

the Collateral Agent each invoice for payment of its Servicer Monthly Fee due hereunder; 

provided that Servicer shall provide copies of all such invoices to the Purchaser. 

(l) On the Loan Termination Date (or the date of any earlier termination of 

this Agreement or removal of Servicer pursuant to Section 7.4), the Purchaser shall pay to the 

Servicer the Minimum Servicer Fee, if any, in accordance with the Shared Fee Letter. 

Section 4.5 Servicer Expenses. 

(a) Subject to clause (b) below, the Purchaser shall be required to pay or 

reimburse the Servicer for all Costs and Expenses incurred by Servicer in connection with its 

activities hereunder, including, without limitation, all reasonable fees and disbursements of 

independent accountants, legal counsel (including the reasonable fees and expenses of Milbank, 

Tweed, Hadley & McCloy LLP, special New York counsel to Citibank, in connection with the 

preparation, negotiation, execution, delivery and administration of this Agreement and the other 

Transaction Documents), any taxes imposed on the Servicer (but specifically excluding all state, 

local, and federal taxes measured by the income of the Servicer). The Purchaser acknowledges 

and agrees that the Servicer may, on behalf of the Purchaser, submit to the Collateral Agent from 

time to time invoices for payment of any Costs and Expenses due to hereunder; provided that 

Servicer shall provide copies of all such invoices to the Purchaser. 

(b) In the case of any Initial Costs and Expenses, Purchaser shall only be 

responsible to pay such amounts to the extent set forth in the Shared Fee Letter. In the case of 

any Costs and Expenses incurred after the date hereof, Servicer agrees that it will allocate Costs 

and Expenses relating to this Agreement and Other Costs and Expenses on a fair and nondiscriminatory basis. 

Section 4.6 No Implied Duties; Action Upon Instructions. The Servicer shall 

not have any duties or obligations except those expressly set forth herein. Without limiting the 

generality of the foregoing, the Servicer shall be obliged to perform such duties and only such 

duties as are specifically set forth herein, and no implied duties or responsibilities shall be read 

or implied into this Agreement against the Servicer. Notwithstanding any other provision 

elsewhere contained in this Agreement, the Servicer shall have no duties or obligations 

hereunder to any Person or entity other than the Purchaser and, except as expressly provided 

herein, UST, and, without limiting the foregoing, does not assume any obligation or relationship 

of agency or trust hereunder for, or with, Purchaser, OEM, any Approved Affiliate, UST, 
NY3:#7460014 10 

Suppliers, or any other Persons. Nothing herein shall limit the obligations of Citibank under any 

other agreement it may have with the UST or any other Person. The Servicer shall be deemed to 

have received proper instructions with respect to the Receivables and Related Security upon its 

receipt of written instructions signed by an officer of the Purchaser (or the Collateral Agent 

pursuant to an exercise of rights under the Security Agreement), and shall be entitled to rely on 

any such instructions without independent investigation in determining that such documents are 

authorized and permitted hereunder. Notwithstanding anything herein to the contrary, upon the 

occurrence and during the continuance of any Insolvency Event with respect to an OEM Party, 

the Servicer shall not shall not be obligated to take any legal or other action hereunder which 

might in its reasonable judgment involve or cause it to incur any cost or expense or otherwise 

incur the risk of any financial liability (other than as a result of its own negligence, bad faith, 

willful misconduct or fraudulent action) if it shall have reasonable grounds for believing that 

repayment of such funds or adequate indemnity against such risk or liability is not reasonably 

assured to it. 

Section 4.7 Limitations on the Servicer's Authority. The Servicer has no 

authority to and will not: 

(m) except as provided herein, sell, assign (by operation of law or otherwise) 

or otherwise dispose of, or create or suffer to exist any Adverse Claim upon or with 

respect to any Purchased Receivables or Collections or assign any right to receive income 

in respect thereof; or 

(n) amend, compromise, discount, or otherwise modify the terms of any 

Purchased Receivable, or amend, modify or waive any term or condition of any Contract 

related thereto. 

ARTICLE V 

REPRESENTATIONS AND WARRANTIES 

Section 5.1 Mutual Representations and Warranties. Each of the Purchaser 

and the Servicer represents and warrants as follows: (i) it is validly existing and in good 

standing and has the power to enter into and perform, and has all necessary authorizations for the 

entry into, performance and delivery of, this Agreement and the transactions contemplated by 

this Agreement; (ii) this Agreement constitutes its legal, valid and binding obligation, 

enforceable in accordance with the Agreement's terms; and (iii) its execution, delivery and 

performance of this Agreement does not contravene its constitutive documents or any contract 

binding on or affecting it or any of its properties, does not violate any applicable law, regulation 

or order, and does not require any notice, filing or other action to or by any governmental 

authority. 
NY3:#7460014 11 

ARTICLE VI 

COVENANTS 

Section 6.1 Compliance with Laws. The Servicer shall comply in all material 

respects with all laws applicable to the Servicer, its business and properties. 

Section 6.2 Sarbanes-Oxley Act. The Servicer shall ensure that the operation 

of its business, including the System, remains compliant with Section 404 of the SarbanesOxley Act of 2002. 

Section 6.3 Notice of Servicer Breach. The Servicer shall give Purchaser and 

Lender prompt written notice of its knowledge of any event that with the giving of notice or 

lapse of time would constitute a Servicer Default. 

ARTICLE VII 

THE SERVICER 

Section 7.1 Limitation on Liability. The Servicer shall be entitled to rely on 

any communication sent by the Purchaser, Lender, Collateral Agent or their respective 

Designated Representatives or any Supplier, irrespective of any error or fraud contained in the 

communication or the identity of the individual who sent the communication, and shall not be 

liable for any action taken or omitted in reliance on any notice, direction, consent, certificate, 

affidavit, statement, designation or other paper or document reasonably believed by it to be 

genuine and to have been duly and properly signed or presented to it by the Purchaser, Lender or 

its Designated Representatives or Supplier. 

(b) Except for liabilities to third parties relating to defense and 

indemnification obligations hereunder, neither the Purchaser nor the Servicer shall be liable to 

the other or responsible for any loss of business or profits, revenue or goodwill, or any indirect or 

consequential, special, exemplary or punitive losses or damages, whether arising from 

negligence, breach of contract or otherwise, even if informed of the possibility of those losses or 

damages. 

(c) The Servicer shall not be liable for any Losses arising out of or relating to 

any of its actions or omissions to act hereunder, except to the extent that such Losses are caused 

by the negligence, bad faith, willful misconduct or fraudulent action of Servicer. 

(d) Neither the Servicer nor the Purchaser shall be deemed to be in default of 

any of the obligations required to be performed by it under this Agreement to the extent that 

performance thereof is delayed, hindered or becomes impossible because of any act of God or 

public enemy, hostilities, war (declared or undeclared), guerilla activities, terrorist activities, act 

of sabotage, blockade, earthquake, flood, landslide, avalanche, tremor, ground movement, 

hurricane, storm, explosion, fire, labor disturbance, riot, insurrection, strike, sickness, accident, 

civil commotion, epidemic, act of government or its agencies or officers, power interruption or 

transmission failure or any other cause beyond the reasonable control of such Person. 
NY3:#7460014 12 

Section 7.2 Merger or Consolidation of, or Assumption of Obligations of the 

Servicer. Subject to the Servicer's obtaining the prior written consent of the Purchaser and 

Lender pursuant to Section 9.4 hereof, any Person (a) into which the Servicer may be merged or 

consolidated, (b) which may result from any merger or consolidation to which the Servicer shall 

be a party or (c) which may succeed to the properties and assets of the Servicer substantially as a 

whole, which Person in any of the foregoing cases executes an agreement of assumption to 

perform every obligation of the Servicer, under this Agreement, shall be the successor to the 

Servicer, hereunder without the execution or filing of any document or any further act by any of 

the parties to this Agreement. 

Section 7.3 Resignation. The Servicer may resign as servicer hereunder at any 

time for any reason by written notice to the Purchaser and Lender; provided that no resignation 

of the Servicer shall be effective until the Purchaser (with Lender's consent) shall have appointed 

a successor servicer in accordance with Section 8.2 below. The expense reimbursement and 

exculpation provisions provided to the Servicer hereunder shall survive its resignation or 

removal under this Agreement with respect to any liabilities or expenses to the extent incurred or 

arising, or relating to events occurring, before such resignation or removal. All reasonable costs 

and expenses (including attorneys' fees) incurred in connection with transferring the servicing 

duties to the successor Servicer and amending this Agreement to reflect such succession as 

Servicer, shall be paid by the predecessor Servicer. 

Section 7.4 Removal By Purchaser. The Purchaser (with the consent of 

Lender) shall have the right at any time by notice in writing to the Servicer to terminate all the 

rights and obligations of the Servicer under this Agreement, provided that no such termination 

shall be effective until payment in full to the Servicer of all accrued Costs and Expenses and 

accrued and unpaid Monthly Servicer Fee and, if applicable, Minimum Servicer Fee, payable to 

the Servicer hereunder, following which all authority and power of the Servicer under this 

Agreement, whether with respect to the Receivables, Related Security, Other Amounts and 

Collections or otherwise, shall, without further action, pass to and be vested in such successor as 

the Purchaser (with the consent of Lender) may appoint. All reasonable costs and expenses 

(including attorneys' fees) incurred in connection with transferring the servicing duties to such 

successor and amending this Agreement to reflect such succession shall be paid by the 

Purchaser. 

Section 7.5 Indemnity. The Purchaser shall indemnify the Servicer and each 

of its Related Parties (each such Person being called an "Indemnitee") against, and hold each 

Indemnitee harmless from, any and all Losses incurred by any Indemnitee or asserted against any 

Indemnitee by any third party arising out of, in connection with, or as a result of (i) the execution 

or delivery of this Agreement, or any agreement or instrument contemplated hereby or thereby, 

the performance by the parties hereto of their respective obligations hereunder or thereunder or 

the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or the use or 

proposed use of the proceeds therefrom, or (iii) any actual or prospective claim, litigation, 

investigation or proceeding relating to any of the foregoing, whether based on contract, tort or 

any other theory, whether brought by a third party or by the Purchaser or any of its Affiliates and 

regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, 

as to any Indemnitee, be available to the extent that such Losses are determined by a court of 
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competent jurisdiction by final and nonappealable judgment to have resulted from the 

negligence, bad faith, willful misconduct or fraudulent action of such Indemnitee. 

ARTICLE VIII 

SERVICER DEFAULT AND TERMINATION OF SERVICING 

Section 8.1 Servicer Default. If any one of the following events (a "Servicer 

Default") shall occur and be continuing: 

(a) Any failure by the Servicer, duly to observe or to perform in any material 

respect any covenants or agreements of the Servicer set forth in this Agreement (except 

as provided in clauses (c) and (d) below), which failure shall continue unremedied for a 

period of 15 Business Days after (A) the date on which written notice of such failure, 

requiring the same to be remedied, shall have been given to the Servicer or (B) the 

Servicer shall have discovered (or should reasonably have been expected to have 

discovered) such failure; or 

(b) any failure by Citibank, duly to (i) observe or to perform in any material 

respect any covenants or agreements of Citibank set forth in the Paying Services 

Agreement or (ii) observe or perform any covenant or agreement of Citibank in one or 

more Purchase Agreements which failure is reasonably likely to have a material adverse 

effect on the Purchaser or Lender, that in the case of each of (i) and (ii), shall continue 

unremedied for a period of five Business Days after (A) the date on which written notice 

of such failure, requiring the same to be remedied, shall have been given to Citibank or 

(B) Citibank shall have discovered (or should reasonably have been expected to have 

discovered) such failure; or 

(c) any failure by the Servicer to deliver any Servicer Report or Payment 

Calculation Report at the time required by Section 3.3 and such failure continues 

unremedied for a period of five Business Days after the required delivery date therefor; or 

(d) any failure by the Servicer to deposit into the Collateral Account any 

proceeds or payment required to be so delivered under the terms of this Agreement or to 

properly apply any funds in the Collateral Account in accordance with the terms of this 

Agreement that, in each case, continues unremedied for a period of three Business Days 

after (A) the date on which written notice of such failure, requiring the same to be 

remedied, shall have been given to the Servicer or (B) the Servicer shall have discovered 

(or should reasonably have been expected to have discovered) such failure; or 

(e) the occurrence of an Insolvency Event with respect to the Servicer, 

then, and in each and every case, so long as the Servicer Default shall not have been remedied, 

the Purchaser by notice then given in writing to the Servicer may terminate all the rights and 

obligations of the Servicer under this Agreement, provided that the Servicer Default shall occur 

automatically without such notice upon the occurrence of the event described in clause (e) above 

unless the Purchaser otherwise directs at such time. On or after the receipt by the Servicer of 

such written notice (or automatic occurrence) all authority and power of the Servicer under this 
NY3:#7460014 14 

Agreement, whether with respect to the Receivables, Related Security and Collections or 

otherwise, shall, without further action, pass to and be vested in such successor Servicer as may 

be appointed by the Purchaser; provided, however, that such successor Servicer shall have no 

liability with respect to any obligation that was required to be performed by the terminated 

Servicer prior to the date that such successor Servicer becomes the Servicer or any claim of a 

third party based on any alleged action or inaction of the terminated Servicer; and, without 

limitation, the Purchaser is hereby authorized and empowered to execute and deliver, for the 

benefit of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and 

other instruments, and to do or accomplish all other acts or things necessary or appropriate to 

effect the purposes of such notice of termination, whether to complete the transfer and 

endorsement of the Receivables and related documents or otherwise. The predecessor Servicer 

shall cooperate with the successor Servicer and the Purchaser in effecting the termination of the 

responsibilities and rights of the predecessor Servicer under this Agreement. All reasonable 

costs and expenses (including attorneys' fees) incurred in connection with transferring the 

servicing duties to the successor Servicer and amending this Agreement to reflect such 

succession as Servicer, shall be paid by the predecessor Servicer. 

Section 8.2 Appointment of Successor. 

(a) Upon the Servicer's receipt of notice of termination pursuant to 

Section 8.1 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 90 days from the delivery to the Purchaser of written notice of such 

resignation (or written confirmation of such notice) in accordance with the terms of this 

Agreement and (ii) the date upon which a successor Servicer shall have accepted its appointment 

hereunder. In the event of the Servicer's termination or resignation hereunder, the Purchaser, 

shall appoint a successor Servicer, and the successor Servicer shall accept its appointment by a 

written assumption in form acceptable to the Purchaser. If the Purchaser shall fail to appoint 

such successor within 90 days after notice of resignation or removal, as the case may be, then the 

Servicer may petition any court of competent jurisdiction for the appointment of such successor 

at the sole cost and expense of the Purchaser. 

(b) Upon appointment, the successor Servicer 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 the Servicer Monthly Fee and all the rights granted to the predecessor Servicer by the 

terms and provisions of this Agreement. 

Section 8.3 Termination. This Agreement shall terminate on the Loan 

Termination Date; provided that, all confidentiality, expense reimbursement, indemnity 

obligations and all limitation of liability provisions contained in this Agreement shall survive and 

remain in full force and effect notwithstanding termination of this Agreement. 
NY3:#7460014 15 

ARTICLE IX 

MISCELLANEOUS 

Section 9.1 Amendments. This Agreement may only be amended, waived or 

otherwise modified, pursuant to a written amendment or waiver, as applicable, duly executed by 

each of the parties hereto. All amendments and waivers to this Agreement must be in writing 

and signed by or on behalf of each of the parties hereto. 

Section 9.2 Notices. All communications, notices, requests, consents and 

demands to or upon the respective parties hereto to be effective shall be in writing (including by 

telecopy or other electronic mail transmission) and, unless otherwise expressly provided herein, 

must be delivered by messenger, overnight courier service, telecopy or electronic mail, and shall 

be deemed to have been duly given or made when delivered, or notice by electronic mail 

transmission, or, in the case of telecopy notice, when received, addressed as follows or to such 

other recipient or address as may be hereafter notified by the respective parties hereto: 

Purchaser: Chrysler Receivables SPV, LLC 

 1000 Chrysler Drive 

 Auburn Hills, MI 48326 

 Attn.: General Counsel 

 CIMS 485-14-78 

 Telecopy: 

 Telephone: 

 Email: 

Servicer: 

 Citibank, N.A. 

 388 Greenwich Street, 25th Floor 

 New York, NY 10013 

 Attn: 

 Phone: 

 Fax: 

Section 9.3 No Waiver; Remedies. No failure on the part of the Servicer or the 

Purchaser, respectively, to exercise, and no delay in exercising, any right hereunder or under the 

Transaction Documents or any related document shall operate as a waiver thereof; nor shall any 

single or partial exercise of any right hereunder preclude any other or further exercise thereof or 

the exercise of any other right. The remedies herein provided are cumulative and not exclusive 

of any remedies provided by law. 

Section 9.4 Binding Effect; Assignability. This Agreement shall be binding 

upon, and inure to the benefit of, the Servicer and the Purchaser and their respective successors 

and assigns, except that no party hereto shall have the right to assign any interest herein unless 

such assignment is previously consented to in writing by the other party and, in the case of an 

assignment by the Servicer, Lender. Such an assignment with such consent and satisfaction, if 

accepted by the assignee, shall bind the assignee hereunder in the same manner as the Servicer is 
NY3:#7460014 16 

bound hereunder. Notwithstanding the foregoing, this Agreement may be assigned by the 

Servicer with the consent of the Purchaser and Lender (in each case, not to be unreasonably 

withheld or delayed) to (a) a corporation or other organization that is a successor (by merger, 

consolidation or purchase of assets) to the Servicer or (b) any affiliate of the Servicer; provided

that in each case, such successor organization executes and delivers to the Purchaser an 

agreement in which such corporation or other organization agrees to be bound hereunder by the 

terms of said assignment in the same manner as the Servicer is bound hereunder. For purposes 

of clarity, a name change of the Servicer is permitted hereunder as long as the Servicer gives the 

Purchaser notice of such name change. 

Section 9.5 Governing Law; Jurisdiction; Etc.

(a) GOVERNING LAW. THIS AGREEMENT SHALL BE 

GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF 

THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS AND 

REMEDIES OF THE PARTIES HEREUNDER WILL BE DETERMINED IN 

ACCORDANCE WITH SUCH LAWS. 

(b) SUBMISSION TO JURISDICTION. EACH PARTY HERETO 

IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS 

PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF 

THE STATE OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN 

AND ANY UNITED STATES DISTRICT COURT LOCATED IN THE BOROUGH 

OF MANHATTAN, AND ANY APPELLATE COURT THEREOF, IN ANY ACTION 

OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR 

ANY OTHER TRANSACTION DOCUMENT, OR FOR RECOGNITION OR 

ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO 

IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN 

RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND 

DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST 

EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. 

EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN 

ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE 

ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN 

ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT 

OR IN ANY OTHER TRANSACTION DOCUMENT SHALL AFFECT ANY RIGHT 

THAT THE PURCHASER MAY OTHERWISE HAVE TO BRING ANY ACTION 

OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER 

TRANSACTION DOCUMENT AGAINST THE SERVICER OR ITS PROPERTIES 

IN THE COURTS OF ANY JURISDICTION. 

(c) WAIVER OF VENUE. EACH PARTY HERETO 

IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST 

EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY 

NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION 

OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR 

ANY OTHER TRANSACTION DOCUMENT IN ANY COURT REFERRED TO IN 
NY3:#7460014 17 

CLAUSE (b) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY 

IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY 

APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE 

MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT. 

(d) SERVICE OF PROCESS. EACH PARTY HERETO 

IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER 

PROVIDED FOR OTHER NOTICES HEREIN. NOTHING IN THIS AGREEMENT 

WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN 

ANY OTHER MANNER PERMITTED BY APPLICABLE LAW. 

(e) WAIVER OF JURY TRIAL. EACH PARTY HERETO 

HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED 

BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN 

ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR 

RELATING TO THIS AGREEMENT OR ANY OTHER TRANSACTION 

DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR 

THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER 

THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO 

REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS 

REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON 

WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE 

FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER 

PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS 

AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS BY, AMONG 

OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS 

SECTION. 

Section 9.6 Severability. Any provision of this Agreement that is prohibited or 

unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such 

prohibition or unenforceability without invalidating the remaining provisions hereof, and any 

such prohibition or unenforceability in any jurisdiction shall not invalidate or render 

unenforceable such provision in any other jurisdiction. 

Section 9.7 Confidentiality. Each of the Servicer and the Purchaser agrees to 

maintain the confidentiality of any Confidential Information (as defined below) of the other party 

to which it has access under the System or otherwise under this Agreement, and to use such 

Confidential Information only for the purposes of exercising its rights and performing its 

obligations under this Agreement, and not for its own personal gain or benefit. "Confidential 

Information" shall mean information of a party that the other party knows or reasonably should 

know to be confidential to such first party; provided, however, that the term does not include any 

information that the receiving party can demonstrate, by clear and convincing evidence: (i) to be 

part of the public domain without any breach of this Agreement by the receiving party; (ii) to be 

or to become generally known to the general public or organizations engaged in the same or 

similar businesses as the receiving party on a non-confidential basis, through no wrongful act of 

such party; (iii) to be known by the receiving party prior to disclosure to it hereunder without any 

obligation to keep it confidential; (iv) to be disclosed to it by a third party which, to the best of 
NY3:#7460014 18 

the receiving party's knowledge, is not required to maintain the information as proprietary or 

confidential; (v) to be independently developed by the receiving party without reference to 

Confidential Information of the other party; or (vi) to be the subject of a written agreement 

whereby the other party consents to the disclosure of such Confidential Information on a nonconfidential basis. Notwithstanding the foregoing, (a) either party may disclose Confidential 

Information obtained from the other party to (i) the disclosing party's Representatives, to the 

Lender and to the Lender's Representatives so long as the recipient of Confidential Information 

so disclosed receives the Confidential Information subject to the restrictions of this Section 9.7

and (ii) any authority of competent jurisdiction if disclosure is required pursuant to a court order 

or instruction of any regulatory or supervisory authority having jurisdiction over it, provided that 

prior to any disclosure under this clause (ii) the disclosing party shall have given the other party 

prompt notice thereof (unless it has a legal obligation to the contrary) so that the other party may 

seek a protective order or other appropriate remedy to prevent disclosure and (b) Citibank may 

(i) disclose the structure of the UST Auto Supplier Support Program or any Program Terms or 

(ii) furnish copies of the forms of the Principal Transaction Documents to any Supplier and such 

Supplier's lenders or secured parties in connection with the transactions contemplated hereby. 

Section 9.8 Construction of the Agreement. The parties hereto intend that the 

conveyance of the interest in the Receivables, Related Security and Collections pursuant to the 

Purchase Agreements shall, in each case, be treated as sales for purposes of generally accepted 

accounting principles. If, despite such intention, a determination is made that such transactions 

shall not be treated as sales, then the Transaction Documents shall be interpreted to constitute a 

security agreement and the transactions effected hereby shall be deemed to constitute a secured 

financing, in each case, under applicable law. 

Section 9.9 Execution in Counterparts. This Agreement may be executed in 

any number of counterparts and by different parties hereto in separate counterparts (which may 

be delivered by facsimile or optically-scanned electronic mail attachment), each of which when 

so executed shall be deemed to be an original and all of which when taken together shall 

constitute one and the same agreement. 

Section 9.10 Headings. The headings of the various Articles and Sections herein 

are for convenience of reference only and shall not define or limit any of the terms or provisions 

hereof. 

Section 9.11 Power of Attorney. Purchaser hereby appoints the Servicer and its 

successors, and its permitted designees and assigns, as its true and lawful attorney-in-fact to do 

all acts, matters and things whatsoever which are in each case necessary or desirable for the 

Servicer to do for and on behalf of Purchaser in respect of the provision of the services to be 

provided by Servicer hereunder, and in furtherance of the foregoing, agrees to execute and 

deliver to Servicer the power of attorney in substantially the form attached hereto as Exhibit E. 

In addition, the Servicer shall be entitled to seek and obtain from Purchaser a power of attorney 

in respect of the execution of any specific action as the Servicer deems appropriate in respect of 

the provision of the services to be provided by Servicer hereunder. 

Section 9.12 Non-Petition. Servicer covenants and agrees that it will not at any 

time prior to a year and a day after the Loan Termination Date, (a) commence or institute against 
NY3:#7460014 19 

the Purchaser or join with or facilitate any other Person in commencing or instituting against the 

Purchaser, any bankruptcy, reorganization, arrangement, readjustment of debt, dissolution, 

receivership, insolvency or liquidation proceedings, or other similar proceedings under any 

United States Federal or state, or other jurisdiction, bankruptcy or similar law or statute now or 

hereafter in effect or (b) participate in any assignment for benefit of creditors, compositions, or 

arrangements with respect to the Purchaser's debts. 

Section 9.13 Public Statements. Purchaser agrees that no printed or other 

material in any language, including prospectuses, notices, reports, press releases, and 

promotional material which mentions “Citibank”, or “Citigroup” or “Citi” by name or the rights, 

powers, or duties of Citibank under this Agreement shall be publically disclosed by Purchaser, or 

on its behalf, without the prior written consent of Citibank (not to be unreasonably withheld), 

except as may be necessary to comply with any applicable law (including any order, rule or 

regulation issued or promulgated by the Securities Exchange Commission). 

Section 9.14 Limited Recourse. Notwithstanding anything to the contrary 

contained in this Agreement, the obligations of the Purchaser under this Agreement are solely the 

obligations of the Purchaser and shall be payable solely to the extent of funds received by and 

available to the Purchaser in accordance with the Security Agreement. No recourse shall be had 

for the payment of any amount owing in respect of any obligation of, or claim against, the 

Purchaser arising out of or based upon this Agreement against any holder of a membership 

interest, employee, officer or affiliate thereof. The provisions of this Section 9.14 shall survive 

the termination or expiration of this Agreement. 

Section 9.15 Collateral Assignment. As additional collateral for the Loans, the 

Purchaser has collaterally assigned this Agreement to the Collateral Agent. The Servicer hereby 

acknowledges and consents to such assignment and agrees that at any time while an Event of 

Default has occurred and is continuing with respect to the Loans, as notified to the Servicer by 

the Collateral Agent, the Servicer will no longer accept instructions hereunder from the 

Purchaser and shall instead accept instructions from the Collateral Agent. 

Section 9.16 Lender Inspection Rights. At all times during the term of this 

Agreement, Servicer shall permit (i) the Lender and its agents, consultants, contractors and 

advisors, (ii) the Special Inspector General of the Troubled Asset Relief Program, and (iii) the 

Comptroller General of the United States access to personnel and any books, papers, records or 

other data delivered to it hereunder or otherwise in its possession, custody or control, in each 

case to the extent relevant to ascertaining compliance with the terms and conditions set forth 

herein and the Program Terms, during normal business hours and upon reasonable notice to 

Servicer, as the case may be; provided that prior to disclosing any information pursuant to 

clause (i), (ii) or (iii), the Lender, the Special Inspector General of the Troubled Asset Relief 

Program and the Comptroller General of the United States shall have agreed, with respect to 

documents obtained under this Agreement in furtherance of their respective functions, to follow 

applicable law and regulation (and the applicable customary policies and procedures, including 

those for inspectors general) regarding the dissemination of confidential materials, including 

redacting confidential information from the public version of its reports, as appropriate, and 

soliciting input from Servicer as to information that should be afforded confidentiality. 
NY3:#7460014 20 

[Signatures Follow]
NY3:#7460014 S-1 

IN WITNESS WHEREOF, the parties have caused this Agreement to be signed 

by their duly authorized officers as of the date set forth on the cover page of this Agreement. 

CITIBANK, N.A., as Servicer 

By: ______________________________________ 

Name: 

Title: 

Address: 

Attention: 

CHRYSLER RECEIVABLES SPV, LLC , as 

Purchaser 

By: ______________________________________ 

Name: 

Title: 

Address: 

Attention: 
NY3:#7460014 

EXHIBIT A

FORM OF SERVICER REPORT 

 

[TO BE ATTACHED] 
NY3:# 7459956 1

EXHIBIT A 

TO SERVICING AGREEMENT 

Citi® Supplier Finance 

Report Samples 
NY3:# 7459956 2

Contents 

Buyer Reports ................................................................................................................. 3

Issued Payment Instructions ....................................................................................... 3 

Outstanding Payment Instructions .............................................................................. 4 

Settled Payment Instructions....................................................................................... 5 

Statement of Activity .................................................................................................. 6 

Funding Report ........................................................................................................... 7 

List of Suppliers.......................................................................................................... 8 

Statement List ............................................................................................................. 9 

Supplier Reports............................................................................................................ 10 

Received Payment Notifications............................................................................... 10 

Non-Discounted Payment Notifications ................................................................... 11 

Discounted Payment Notifications ........................................................................... 12 

Latest Activity Report............................................................................................... 13 

Statement of Activity ................................................................................................ 14 

Cash Movement Report ............................................................................................ 15 
NY3:# 7459956 3

Buyer Reports 

Issued Payment Instructions 

All payment instructions issued by the Buyer. Shows all instructions, both 

settled and outstanding. 
NY3:# 7459956 4

Outstanding Payment Instructions 

Payment instructions which have not been settled, i.e., not collected against. 
NY3:# 7459956 5

Settled Payment Instructions 

Payment instructions that have been collected against 
NY3:# 7459956 6

Statement of Activity 

Shows the opening Trade Payable Account balance, all activities during the 

statement period and the closing balance. Please note, this is not the bank 

account summary. 
NY3:# 7459956 7

Funding Report 

Shows the amount the Buyer needs to fund the disbursement account by for 

a given maturity date. 
NY3:# 7459956 8

List of Suppliers 

Provides a list of those Suppliers of the Buyer who are currently enrolled in 

the program. 
NY3:# 7459956 9

Statement List 

Provides a list of statement files available for download. These can be used 

for reconciliation of payments. 
NY3:# 7459956 10

Supplier Reports 

Received Payment Notifications 

List of all payment instructions received from a Buyer. Shows all 

instructions, discounted and non-discounted. 
NY3:# 7459956 11

Non-Discounted Payment Notifications 

List of all payment instructions that have not matured and have not yet been 

discounted by the Supplier. 
NY3:# 7459956 12

Discounted Payment Notifications 

List of all payment instructions that have been discounted by the Supplier. 

Clicking on the Transaction ID opens up a dialog box, which shows the 

discount rate applied, applicable fees (if any) and net payment amount. 
NY3:# 7459956 13

Latest Activity Report 

Shows all incoming payment instructions from Buyer and all discounting 

activity performed by the Supplier. 
NY3:# 7459956 14

Statement of Activity 

Shows the opening Trade Payable Account balance, all activities during the 

statement period and the closing balance. Please note, this is not the bank 

account summary. 
NY3:# 7459956 15

Cash Movement Report 

Provides details of the payments made to the Supplier’s bank account. 
NY3:#7459805 

FORM OF OFFICER'S CERTIFICATE IN CONJUNCTION WITH 

SERVICER REPORT

To United States Department of the Treasury, 

as Lender 

[__________] 

[__________] 

Attention: 

[____________] 

as Purchaser 

[__________] 

[__________] 

Attention: 

Re: Activities and Performance of Servicer

Ladies and Gentlemen: 

Reference is hereby made to: 

 the Servicing Agreement, dated as of April ___, 2009 (the "Servicing 

Agreement"), between Citibank, N.A., a national banking association, as 

servicer (in such capacity, together with its Affiliates and successors in such 

capacity, the "Servicer"), and [__________], a Delaware limited liability 

company (the "Borrower"); 

Capitalized terms used but not defined herein shall have the respective meanings ascribed thereto 

in the Servicing Agreement. 

 The undersigned, a duly authorized officer of the Servicer, hereby certifies that: 

(i) Citibank, N.A. is the Servicer under the Servicing Agreement; 

(ii) I am duly authorized to execute and deliver this Officer's Certificate pursuant to 

the Servicing Agreement; 

(iii) this Officer's Certificate is delivered pursuant to Section 3.3 (Reports) of the 

Servicing Agreement; 

(iv) a review of the activities of the Servicer and of the Servicer's performance under 

the Servicing Agreement has been made under my supervision with respect to 

[the period beginning (and including) ____, 2009 and ending (and including) 

____, 2009 (the "Specified Period")]

1

 [the period beginning (and including) the 

day first succeeding the date of the previous Officer's Certificate delivered 

pursuant to Section 3.3 of the Servicing Agreement through to (and including) 

the date of this Officer's Certificate (the "Specified Period")]

2

; 

 

1

 Applicable in the case of the first Collection Period (the date fields are the first day of the first Collection Period and 

the Business Day next preceding the 15th day of the month following the end of the first Collection Period, 

respectively). 

2

 Applicable in the case of any subsequent Collection Period. 
NY3:#7459805 

(v) [to the best of my knowledge and based on the review described in clause (iv) 

above, the Servicer has fulfilled all of its obligations under the Servicing 

Agreement with respect to the Specified Period]

3

[there has been a Servicer Default under the Servicing Agreement, specifically 

[describe nature and status of each such Servicer Default]]4

 The undersigned officer delivers this certificate in his/her capacity as an officer 

of Citibank, N.A. and based on the condition that he/she shall not have any personal liability in 

connection with this certificate. 

- signature page follows - 

 

3

 Applicable if no Servicer Default has occurred during the Specified Period. 4

 Applicable if a Servicer Default has occurred during the Specified Period. 
NY3:#7459805 

 IN WITNESS WHEREOF, the undersigned has duly executed this Officer's 

Certificate this [ __ day of _______, _____]

5

. 

 ________________________ 

Name: 

 Title: 

 

5

 To be dated the same date as the corresponding Servicer Report also deliverable under Section 3.3.
NY3:#7460014 

EXHIBIT B

STANDARD RECEIVABLES FILES DOCUMENTATION 

Purchase Agreements 

Supplier Set-Up Forms 

UCC Search Results 

Lien Priority Agreements (if applicable) 

Electronic Records of Purchased Receivables 
NY3:#7459955 

EXHIBIT C

FORM OF LIEN PRIORITY AGREEMENT 

[TO BE ATTACHED] 
NY3:# 74600861

LIEN PRIORITY AGREEMENT 

THIS LIEN PRIORITY AGREEMENT is made as of ______________________ by and between Chrysler 

Receivables SPV LLC (“Purchaser”), with an address at _____________________ and 

____________________________ (“Creditor”) with an address at _____________________________. 

RECITALS: 

A. Creditor has loaned, extended credit or otherwise agreed to become a creditor of _____________ 

(“Debtor”) and has received, in connection therewith, a security interest in certain property of 

Debtor, including accounts receivable owed to Debtor by one or more account debtors including 

Chrysler LLC, a Delaware limited liability company (together with its subsidiaries and affiliates, 

“OEM”) (such receivables, including related security and the proceeds thereof, the “Creditor 

Receivables”). 

B. Purchaser from time to time wishes to purchase from Debtor and Debtor wishes to sell to 

Purchaser, per the terms of that certain Supplier Purchase Agreement between Purchaser, Debtor 

and Citibank, N.A., a national banking association (“Citibank”), certain accounts receivable owed 

to Debtor by OEM (such receivables, including related security and the proceeds thereof, the 

“Purchaser Receivables”). 

C. It is the desire and intention of the parties hereto to establish, as between themselves, the priority, 

operation and effect of the security and other interests of Creditor and Purchaser in the Creditor 

Receivables (including, without limitation, the Purchaser Receivables). 

D. Debtor, Purchaser and OEM are participating in the United States Department of the Treasury (“UST”) 

Auto Supplier Support Program, certain terms of which are outlined in Annex A hereto (the “Program 

Terms”). 

NOW, THEREFORE, intending to be legally bound hereby, the parties hereto agree as follows: 

1. Creditor hereby consents to the sale by Debtor and purchase by Purchaser, from time to time, of the 

Purchaser Receivables. 

2. Effective upon the purchase by Purchaser of the Purchaser Receivables, Creditor agrees that the 

security interest of Creditor in the Purchaser Receivables is hereby released automatically and 

without further action by Creditor or Debtor. If for any reason such purchase of Purchaser 

Receivables by Purchaser is judicially re-characterized as a grant of collateral by Debtor to secure a

financing, then Creditor agrees that its interest in the Purchaser Receivables is hereby made 

subordinate, junior and inferior, and postponed in priority, operation and effect, to the security 

interest of Purchaser in such Purchaser Receivables. Purchaser agrees that any interest it may have 

in Creditor Receivables (other than Purchaser Receivables) is hereby made subordinate, junior and 

inferior, and postponed in priority, operation and effect, to the security interest of Creditor in the

Creditor Receivables. 

3. The priority and release in the Creditor Receivables and Purchaser Receivables set forth above are 

notwithstanding the operation or provisions of applicable law, the time, order or method of 

attachment or perfection of security interests or the time and order of filing of financing statements

or any other liens held by the parties, whether under the Uniform Commercial Code or other 

applicable law. 

4. Creditor and Purchaser agree that neither shall challenge, contest, or join or support any other 

person in challenging or contesting, whether directly or indirectly, the validity, perfection, priority 

or enforceability of the other party’s security interest in the Purchaser Receivables or the Creditor 

Receivables, as applicable, in a manner inconsistent with this Agreement. 

5. Purchaser agrees to immediately turn or pay over to Creditor any amounts that may come into its 

possession that derive from Creditor Receivables other than Purchaser Receivables. Creditor 

agrees to immediately turn or pay over to Purchaser any amounts that may come into its possession 

that derive from Purchaser Receivables. Except as set forth above, neither party shall have any 

other duty or obligation of any other nature, including with respect to the attachment or creation of 
NY3:# 74600862

any other party’s security interest or any credit decisions of such other party with respect to Debtor. 

Creditor acknowledges that Purchaser and Debtor have business relationships in addition to the 

purchase and sale of the Purchaser Receivables. 

6. This Agreement shall remain in effect for as long as the Supplier Purchaser Agreement between 

Purchaser, Debtor and Citibank remains in effect or amounts remain outstanding with respect to 

Purchaser Receivables purchased by Purchaser, whichever is later (including during a bankruptcy 

proceeding involving Debtor). This Agreement will be binding upon and inure to the benefit of 

Creditor and Purchaser and their respective successors and assigns. 

7. All notices, demands, requests, consents, approvals and other communications required or 

permitted hereunder (“Notices”) must be in writing and will be effective upon receipt. Notices may 

be given in any manner to which the parties may agree. Without limiting the foregoing, first-class 

mail, facsimile transmission and commercial courier service are hereby agreed to as acceptable 

methods for giving Notices. Regardless of the manner in which provided, Notices may be sent to a 

party’s address set forth above or to such other address as any party may give to the other in writing

for such purpose in accordance with this Section. 

8. This Agreement (including the documents and instruments referred to herein) constitutes the entire 

agreement and supersedes all other prior agreements and understandings, both written and oral, 

between the parties with respect to the subject matter hereof. 

9. This Agreement may be executed in any number of counterparts, which taken together shall 

constitute a single copy of this Agreement. 

10. This Agreement is governed by the laws of the State of New York. Purchaser and Creditor agree 

that any New York State or Federal court sitting in New York City shall have non-exclusive 

jurisdiction to settle any dispute in connection with this Agreement, and the parties hereby submit 

to the jurisdiction of those courts. Purchaser and Creditor each waive any right to immunity from 

jurisdiction to which it may be entitled (including, to the extent applicable, immunity from pre- and 

post-judgment attachment and execution.) 

11. As additional collateral for loans received pursuant to the Program Terms, the Purchaser has 

collaterally assigned this Agreement to UST. The Creditor hereby acknowledges and consents to 

such assignment. 

IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement as of the date and year 

first above written. 

 CHRYSLER RECEIVABLES SPV LLC 

By By 

 

Print Name: Print Name: 

Title: Title: 

Phone: Phone: 

 
NY3:# 74600863

Annex A

Auto Supplier Program Terms 
Program Terms 

See Credit Agreement Exhibit I 
NY3:#7460013 

EXHIBIT D 

TO SERVICING AGREEMENT 

FORM OF PAYMENT CALCULATION REPORT 

To United States Department of the Treasury, 

as Lender 

[__________] 

[__________] 

Attention: 

Chrysler Receivables SPV, LLC. 

as Purchaser 

c/o 

Attention: 

Facsimile: 

Re: Payment Calculation Report

Ladies and Gentlemen: 

Reference is hereby made to: 

 the Servicing Agreement, dated as of April 3, 2009 (the “Servicing Agreement”), among 

Citibank, N.A., a national banking association, as servicer (in such capacity, together with 

its Affiliates and successors in such capacity, the “Servicer”), and Chrysler Receivables 

SPV, LLC, a Delaware limited liability company (the “Purchaser”). 

Capitalized terms used but not defined herein shall have the respective meanings ascribed thereto in the 

Servicing Agreement. 

Pursuant to Section 3.3 of the Servicing Agreement the Servicer hereby provides the Payment Calculation Report 

on the relevant Payment Date of _____ __, 200_ (the “Relevant Payment Date”) and for the Collection Period 

from ________ to ________ (the “Relevant Collection Period”). 

Amounts to be paid on Relevant Payment Date: 

Interest: ________1

Servicer Monthly Fee:________2

 average daily Pool Balance: ________3

 

1

 As indicated by Bank of New York in applicable interest calculation report. 2

 Servicer Monthly Fee for any Collection Period is equal to 1/12 of 0.25% multiplied by the average daily Pool Balance during such 

Collection Period. 

3

 Calculated based on the actual days in the relevant period.
NY3:#7460013 

ACCEPTED AND AGREED: 

UNITED STATES DEPARTMENT OF TREASURY, 

as Lender

By: _______________________________

Name:

Title: 

CHRYSLER RECEIVABLES SPV, LLC, 

as Purchaser 

By: _______________________________

Name:

Title: 

Upon acknowledgement of this Payment Calculation Report by the Lender as provided above, this Payment 

Calculation Report will constitute Proper Instructions and the Collateral Agent shall distribute funds from the 

Collateral Account to make the payments of interest and Servicer Monthly Fee as set forth above. 
 

NY3:#7460014 

EXHIBIT E

FORM OF POWER OF ATTORNEY 

OF CHRYSLER RECEIVABLES SPV, LLC 

REDACTED 
NY3:#7460233 

CHRYSLER RECEIVABLES SPV LLC 

April 9, 2009 

Citibank, N.A. 

388 Greenwich Street, 25th Floor 

New York, NY 10013 

Attn: Deborah Bennett 

Phone: 212-816-7019 

Fax: 212-816-2265 

Ladies and Gentlemen, 

In connection with the Servicing Agreement between Citibank, N.A. and Chrysler 

Receivables SPV LLC, dated as of April 7, 2009, please take the following action: 

for those Suppliers that have chosen the “Immediate Payment” option pursuant to 

the terms of their respective Supplier Agreement and with respect to the payment to 

those Suppliers for Receivables that have a Due Date on or prior to May 5, 2009 (the 

“Affected Receivables”), please remit to each such Supplier an adjustment payment 

(the “Adjustment Payment”) in an amount equal to 1.0% of the face amount of such 

Affected Receivables. 

Please ensure that the Adjustment Payment is made to each applicable Supplier within 5 

Business Days of having paid the Purchase Price to such Supplier for the Affected 

Receivables. 

All terms used herein and not otherwise defined herein have the meanings set forth in the 

Program Terms. 
SIGNATURE PAGES REDACTED 
 Execution Version 

BA0.228414 

AMENDMENT NO. 1 TO CREDIT AGREEMENT 

 THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”) 

is made as of April 20, 2009 between the UNITED STATES DEPARTMENT OF THE 

TREASURY (the “Lender”) and CHRYSLER RECEIVABLES SPV, LLC, a Delaware 

limited liability company (the “Borrower”). 

RECITALS 

 A. The Lender and the Borrower entered into a Credit Agreement dated April 

7, 2009 (the “Credit Agreement”) pursuant to which the Lender has agreed to extend 

credit to the Borrower, and the Borrower has agreed to obtain credit from the Lender, on 

the terms and conditions set forth in such Agreement. 

 B. The Borrower has requested that the Lender (i) modify in accordance with 

the “Rider to Program Terms” attached hereto (the “Rider”) the Program Terms attached 

as Exhibit I of the Credit Agreement, (ii) modify in accordance with the Rider the 

Program Terms attached as Annex A of the form of Supplier Purchase Agreement 

attached as Exhibit F of the Credit Agreement (the “Supplier Purchase Agreement 

Form”), (iii) consent to an amendment in accordance with the Rider of each Supplier 

Agreement that was fully executed on or before the date of this Amendment and (iv) 

consent to the modification of the Paying Services Agreement in accordance with the 

Rider. 

 C. The Borrower and the Lender now desire to execute this Amendment to 

set forth their agreements with respect to the modifications to the Credit Agreement and 

Lender’s consent to (i) an amendment in accordance with the Rider of each Supplier 

Agreement that was fully executed on or before the date of this Amendment and (ii) the 

modification of the Paying Services Agreement in accordance with the Rider. 

 Accordingly, for good and valuable consideration, the receipt and sufficiency of 

which are hereby acknowledged, the Lender and the Borrower agree as follows: 

 SECTION 1. Definitions. Capitalized terms used in this Amendment and not 

defined herein are defined in the Credit Agreement. 

 SECTION 2. Amendment of Program Terms. The Lender and Borrower agree 

that the Credit Agreement is hereby amended as follows: 

 2.1 The Program Terms attached as Exhibit I of the Credit Agreement 

are hereby amended in accordance with the Rider. 

 2.2 The Program Terms as Annex A of the Supplier Purchase 

Agreement Form are hereby amended in accordance with the Rider. 
- 2 - 

 SECTION 3. Lender Consent. Lender hereby consents to (i) an amendment, in 

accordance with the Rider, of each Supplier Agreement that was fully executed on or 

before the date of this Amendment and (ii) the modification of the Paying Services 

Agreement in accordance with the Rider. 

 SECTION 4. Representations and Warranties of the Borrower. The Borrower 

represents and warrants to the Lender that: 

 4.1 The Borrower has the power and authority to enter into and to 

perform this Amendment, to execute and deliver all documents relating to this 

Amendment, and to incur the obligations provided for in this Amendment, all of which 

have been duly authorized and approved in accordance with the Borrower’s 

organizational documents; 

 4.2 This Amendment, together with all documents executed pursuant 

hereto, shall constitute when executed the valid and legally binding obligations of the 

Borrower in accordance with their respective terms; 

 4.3 The Borrower’s obligations under the Loan Documents remain 

valid and enforceable obligations, and the execution and delivery of this Amendment and 

the other documents executed in connection herewith shall not be construed as a novation 

of the Credit Agreement or any of the other Loan Documents; 

 4.4 All of the Borrower's representations and warranties in the Loan 

Documents, as amended by this Amendment, are, except as may otherwise be stated in 

this Amendment: (i) true and correct as of the date of this Amendment, (ii) ratified and 

confirmed without condition as if made anew, and (iii) incorporated into this Amendment 

by reference; 

 4.5 No Default or Event of Default exists under any Loan Document; 

 4.6 No consent, approval, order or authorization of, or registration or 

filing with, any third party is required in connection with the execution, delivery and 

carrying out of this Amendment or, if required, has been obtained; and 

 4.7 The Borrower has no defenses, set off rights, counterclaims, 

discounts or charges of any kind to the Obligations as of the date of this Amendment. 

 SECTION 5. Waiver of Claims. To induce the Lender to enter into this 

Amendment, the Borrower waives and releases and forever discharges the Lender and its 

officers, directors, attorneys, agents, and employees from any liability, damage, claim, 

loss or expense of any kind that the Borrower may have against the Lender or any of 

them arising out of or relating to the Obligations. The Borrower further agrees to 

indemnify and hold the Lender and its officers, directors, attorneys, agents and 

employees harmless from any loss, damage, judgment, liability or expense (including 

attorneys’ fees) suffered by or rendered against the Lender or any of them on account of 
- 3 - 

any claims arising out of or relating to the Obligations, except to the extent such losses, 

damages, judgments, liabilities or expenses are due to the willful misconduct or gross 

negligence of the Lender or any of its assigns. The Borrower further states that it has 

carefully read the foregoing release and indemnity, knows the contents thereof, and 

grants the same as its own free act and deed. 

 SECTION 6. Conditions of Effectiveness. This Amendment shall become 

effective when, and only when, the Borrower has executed and completed this 

Amendment, such original, executed Amendment has been delivered to the Lender, at 

which time this Amendment shall be deemed effective as of the date appearing on the 

first page hereof. 

 

 SECTION 7. Miscellaneous. 

 7.1 Reference To Credit Agreement, Supplier Purchase Agreement and 

Paying Services Agreement. Upon the effectiveness of this Amendment, each reference 

in the Credit Agreement to “this Agreement” and each reference in the other Loan 

Documents to the Credit Agreement, shall mean and be a reference to the Credit 

Agreement as amended hereby, each reference in the Credit Agreement and the other 

Loan Documents to the Supplier Purchase Agreement shall mean and be a reference to 

the Supplier Purchase Agreement as amended in accordance with the Rider, and each 

reference in the Credit Agreement and the other Loan Documents to the Paying Services 

Purchase Agreement shall mean and be a reference to the Paying Services Agreement as 

amended in accordance with the Rider. 

 7.2 Effect on Loan Documents and Accrued and Unpaid Interest, Fees 

and Other Charges. Except as specifically amended above, the Credit Agreement and all 

other Loan Documents shall remain in full force and effect and are hereby ratified and 

confirmed. Any interest, fees and other charges due under the Credit Agreement which 

have accrued and remain unpaid as of the effective date of this Amendment shall be paid 

on the next succeeding date that any such charge which has accrued on or after the 

effective date of this Amendment is due under the Credit Agreement, as amended hereby. 

 7.3 No Waiver. The execution, delivery and effectiveness of this 

Amendment shall not operate as a waiver of any right, power or remedy of the Lender 

under any of the Loan Documents, nor constitute a waiver of any provision of any of the 

Loan Documents. 

 7.4 Governing Law. THIS AMENDMENT WILL BE GOVERNED 

BY AND CONSTRUED IN ACCORDANCE WITH THE FEDERAL LAW OF THE 

UNITED STATES. INSOFAR AS THERE MAY BE NO APPLICABLE FEDERAL 

LAW, THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH 

THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ANY RULE 

OF CONFLICTS OF LAW (OTHER THAN SECTION 5-1401 OF THE NEW YORK 

GENERAL OBLIGATIONS LAW) THAT WOULD RESULT IN THE APPLICATION 

OF THE SUBSTANTIVE LAW OF ANY JURISDICTION OTHER THAN THE 
- 4 - 

STATE OF NEW YORK. NOTHING IN THIS AMENDMENT SHALL REQUIRE 

ANY UNLAWFUL ACTION OR INACTION BY EITHER PARTY. 

 7.5 Counterparts; Electronic Signatures. This Amendment may be 

executed in any number of counterparts and by different parties to this Amendment on 

separate counterparts, each of which, when so executed, shall be deemed an original, but 

all such counterparts shall constitute but one and the same agreement. Any signature 

delivered by a party by facsimile or other electronic transmission shall be deemed to be 

an original signature to this Amendment. 

[Signature page follows] 
SIGNATURE PAGES REDACTED 
RIDER TO PROGRAM TERMS 

Effective April 20, 2009, the Program Terms applicable to the Auto Supplier Support 

Program established by the United States Department of the Treasury pursuant to the 

authority granted to it by and under the Emergency Economic Stabilization Act of 2008, 

as amended, in which Chrysler Receivables SPV LLC is a participant, are amended as 

follows: 

Section 3(f)(ii) is deleted in its entirety and replaced with the following: 

(ii) unless such Receivable is a Credit Memo Receivable, it was 

originated (A) not before March 19, 2009 and (B) not more than 20 

Business Days prior to the Purchase Date thereof in the ordinary 

course of the Eligible Supplier’s business; provided, however, that 

the foregoing clause (B) shall not apply to Receivables the 

Purchase Date of which occurs on or before May 4, 2009;