LOAN AGREEMENT

By and Between

The Borrower Listed on Appendix A

as Borrower

and

THE UNITED STATES DEPARTMENT OF THE TREASURY

as Lender

Dated as ofJanuary 14,2009

CHRYSLER FINANCIAL COMMERCIAL CONFIDENTIAL INFORMATION

LOAN AGREEMENT

By and Between

The Borrower Listed on Appendix A

as Borrower

and

THE UNITED STATES DEPARTMENT OF THE TREASURY

as Lender

Dated as ofJanuary 14,2009

CHRYSLER FINANCIAL COMMERCIAL CONFIDENTIAL INFORMATION
1.03

SECTION 2.

2.012.022.032.042.052.062.072.082.09

Accounting Tem1s and Detenninations 5

ADVANCES, NOTES AND PAYMENTS 6

Advances 6

The Notes 6

Procedure for Bon'owing .. , 6

Limitation on Types of Advances; Illegality 6

Repayment ofthe Advances; Interest 7

Optional Prepayments 7

Requirements of Law 8

Use of Proceeds 8

PerfOlmance by the Lender of the BOlTower's Obligations 8

SECTION 3. TAXES 9

3.01 US Taxes 9

SECTION 4. CONDITIONS PRECEDENT.. II

4.0 I Initial Advance II

4.02 Initial and Subsequent Advances 13

SECTION 5.

5.01

5.025.03

5.045.05

5.065.07

5.085.095.105.115.125.135.145.155.165.175.18

5.19

REPRESENTATIONS AND WARRANTIES 14

Existence 14

[RESERVED] 14

Litigation 14

No Breach 14

Action, Binding Obligations 15

Approvals 15

Taxes 15

Investment Company Act 15

No Default. 15

Chief Executive Office; Chief Operating Office 15

Location of Books and Records 15

True and Complete Disclosure 15

Capitalization 16

Fraudulent Conveyance 16

USA PATRIOT Act 16

Embargoed Person 16

BOlTowing for Own Benefit.. 17

Survival of Representations and WalTanties 17

Additional Representations and WalTanties 17

SECTION 6. AFFIRMATIVE AND FINANCIAL COVENANTS OF THE BORROWER 17

6.0 I Schedules 18

6.02 Reporting Requirements 18

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CHRYSLER FINANCIAL COMMERCIAL CONFIDENTIAL INFORMATION

1.03

SECTION 2.

2.012.022.032.042.052.062.072.082.09

Accounting Tem1s and Detenninations 5

ADVANCES, NOTES AND PAYMENTS 6

Advances 6

The Notes 6

Procedure for Bon'owing .. , 6

Limitation on Types of Advances; Illegality 6

Repayment ofthe Advances; Interest 7

Optional Prepayments 7

Requirements of Law 8

Use of Proceeds 8

PerfOlmance by the Lender of the BOlTower's Obligations 8

SECTION 3. TAXES 9

3.01 US Taxes 9

SECTION 4. CONDITIONS PRECEDENT.. II

4.0 I Initial Advance II

4.02 Initial and Subsequent Advances 13

SECTION 5.

5.01

5.025.03

5.045.05

5.065.07

5.085.095.105.115.125.135.145.155.165.175.18

5.19

REPRESENTATIONS AND WARRANTIES 14

Existence 14

[RESERVED] 14

Litigation 14

No Breach 14

Action, Binding Obligations 15

Approvals 15

Taxes 15

Investment Company Act 15

No Default. 15

Chief Executive Office; Chief Operating Office 15

Location of Books and Records 15

True and Complete Disclosure 15

Capitalization 16

Fraudulent Conveyance 16

USA PATRIOT Act 16

Embargoed Person 16

BOlTowing for Own Benefit.. 17

Survival of Representations and WalTanties 17

Additional Representations and WalTanties 17

SECTION 6. AFFIRMATIVE AND FINANCIAL COVENANTS OF THE BORROWER 17

6.0 I Schedules 18

6.02 Reporting Requirements 18

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CHRYSLER FINANCIAL COMMERCIAL CONFIDENTIAL INFORMATION
6.10 Provide Additional Infonnation 19

SECTION 7. NEGATlVE COVENANTS OF THE BORROWER 19

7.01 No Amendment or Waiver.. 197.02 Change of Fiscal year.. 19

SECTION 8.

8.018.028.038.048.058.068.078.08

8.09

8.]0

8.118.12

8.13

8.14

8.15

8.16

8.178.188.198.208.218.228.238.24

MISCELLANEOUS 19

Waiver 19

Notices 20

Indemnification and Expenses 20

Amendlnents 21

Successors and Assigns 21

Survival 21

Captions 21

Counterparts and Facsimile 21

Governing Law 22

SUBMISSION TO JUR]SDlCTION; WAIVERS 22

WAIVER OF JURY TRIAL 22

Acknowledgments 22

Hypothecation or Pledge of Facility Collateral... 23

Assignments; Participations 23

Periodic Due Diligence Review 24

Set-Off 25

Reliance 25Reimbursement 25

Waiver Of Redemption And Deficiency Rights 25

Single Agreement 25Severability 26

Entire Agreelnent 26

Appendix A 26

Conflicts With Other Program Documents 26

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CHRYSLER FINANCIAL COMMERCIAL CONFIDENTIAL INFORMATION

6.10 Provide Additional Infonnation 19

SECTION 7. NEGATlVE COVENANTS OF THE BORROWER 19

7.01 No Amendment or Waiver.. 197.02 Change of Fiscal year.. 19

SECTION 8.

8.018.028.038.048.058.068.078.08

8.09

8.]0

8.118.12

8.13

8.14

8.15

8.16

8.178.188.198.208.218.228.238.24

MISCELLANEOUS 19

Waiver 19

Notices 20

Indemnification and Expenses 20

Amendlnents 21

Successors and Assigns 21

Survival 21

Captions 21

Counterparts and Facsimile 21

Governing Law 22

SUBMISSION TO JUR]SDlCTION; WAIVERS 22

WAIVER OF JURY TRIAL 22

Acknowledgments 22

Hypothecation or Pledge of Facility Collateral... 23

Assignments; Participations 23

Periodic Due Diligence Review 24

Set-Off 25

Reliance 25Reimbursement 25

Waiver Of Redemption And Deficiency Rights 25

Single Agreement 25Severability 26

Entire Agreelnent 26

Appendix A 26

Conflicts With Other Program Documents 26

- II -

CHRYSLER FINANCIAL COMMERCIAL CONFIDENTIAL INFORMATION
EXHIBIT D-I Fotm of Waiver for the Company

EXHIBIT D-2 Fonn of Waiver from SEOs to Lender

EXHIBIT D-3 Fonn ofConsent and Waiver of SEOs to the Company

EXHIBIT D-4 Fonn of Waiver of Senior Employees to Lender

EXHIBIT D-5 Fonn ofConsent and Waiver of Senior Employees to the Company

EXHIBIT E Fonn of Exemption Certificate

APPENDICES

APPENDIX A Supplement to Loan Agreement

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CHRYSLER FINANCIAL COMMERCIAL CONFIDENTIAL INFORMATION

EXHIBIT D-I Fotm of Waiver for the Company

EXHIBIT D-2 Fonn of Waiver from SEOs to Lender

EXHIBIT D-3 Fonn ofConsent and Waiver of SEOs to the Company

EXHIBIT D-4 Fonn of Waiver of Senior Employees to Lender

EXHIBIT D-5 Fonn ofConsent and Waiver of Senior Employees to the Company

EXHIBIT E Fonn of Exemption Certificate

APPENDICES

APPENDIX A Supplement to Loan Agreement

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CHRYSLER FINANCIAL COMMERCIAL CONFIDENTIAL INFORMATION
The Borrower wishes to obtain financing from time to timc to restore liquidity to its

business, and to restore stability to the domestic automobile industry in the United States, and the Lender

has agreed, subject to the terms and conditions of this Loan Agreement, to provide such financing to the

Borrower.

The financing provided hereunder will be used to assist the Company in providing retail

financing to purchasers of automobiles, light duty trucks and recreational vehicles so as to, among other

things, (A) stimulate manufacturing and sales of automobiles produced by the Borrower's Affiliates; (B)

preserve and promote the jobs of American workers employed directly by the Borrower's Affiliates and

in related industries; and (C) safeguard the ability of the Borrower's Affiliates to provide retirement and

health care benefits for their retirees and their dependents.

Accordingly, for good and valuable consideration, the receipt and sufficiency of which

are hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1. DEFINITIONS AND ACCOUNTING MATTERS.

1.01 Certain Defined Terms. Subject to the amendments, restatements, supplements

or other modifications in Section 1.01 of Appendix A, as used herein, the following terms shall have the

following meanings (all terms defined in this Section 1.01 or in other provisions of the Program

Documents in the singular to have the same meanings when used in the plural and vice versa):

"Advance" shall have the meaning specified in Section 2.0I(a).

"Affiliate" shall mean, with respect to any Person, any other Person which, directly or

indirectly, controls, is controlled by, or is under common control with, such Person. For purposes of this

Loan Agreement, "control" (together with the correlative meanings of "controlled by" and "under

common control with") means possession, directly or indirectly, to direct or cause the direction of the

management or policies of such Person, whether through the ownership of voting securities, by contract,

or otherwise.

"Bankruptcy Code" shall mean Title 11 of the United States Code, as amended from

time to time.

"Bankruptcv Exceptions" shall mean limitations on, or exceptions to, the enforceability

of an agreement against a Person due to applicable bankruptcy, insolvency, reorganization, moratorium or

similar laws affecting the enforcement of creditors' rights generally or the application of general equitable

principles, regardless of whether such enforceability is considered in a proceeding at law or in equity.

"Benefit Plan" shall mean any employee benefit plan within the meaning ofsection 3(3)

of ERISA and any other plan, arrangement or agreement which provides for compensation, benefits,

fringe benefits or other remuneration to any employee, former employee, individual independent

contractor or director, including without limitation, any bonus, incentive, supplemental retirement plan,

CHRYSLER FINANCIAL COMMERCIAL CONFIDENTIAL INFORMATION

The Borrower wishes to obtain financing from time to timc to restore liquidity to its

business, and to restore stability to the domestic automobile industry in the United States, and the Lender

has agreed, subject to the terms and conditions of this Loan Agreement, to provide such financing to the

Borrower.

The financing provided hereunder will be used to assist the Company in providing retail

financing to purchasers of automobiles, light duty trucks and recreational vehicles so as to, among other

things, (A) stimulate manufacturing and sales of automobiles produced by the Borrower's Affiliates; (B)

preserve and promote the jobs of American workers employed directly by the Borrower's Affiliates and

in related industries; and (C) safeguard the ability of the Borrower's Affiliates to provide retirement and

health care benefits for their retirees and their dependents.

Accordingly, for good and valuable consideration, the receipt and sufficiency of which

are hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1. DEFINITIONS AND ACCOUNTING MATTERS.

1.01 Certain Defined Terms. Subject to the amendments, restatements, supplements

or other modifications in Section 1.01 of Appendix A, as used herein, the following terms shall have the

following meanings (all terms defined in this Section 1.01 or in other provisions of the Program

Documents in the singular to have the same meanings when used in the plural and vice versa):

"Advance" shall have the meaning specified in Section 2.0I(a).

"Affiliate" shall mean, with respect to any Person, any other Person which, directly or

indirectly, controls, is controlled by, or is under common control with, such Person. For purposes of this

Loan Agreement, "control" (together with the correlative meanings of "controlled by" and "under

common control with") means possession, directly or indirectly, to direct or cause the direction of the

management or policies of such Person, whether through the ownership of voting securities, by contract,

or otherwise.

"Bankruptcy Code" shall mean Title 11 of the United States Code, as amended from

time to time.

"Bankruptcv Exceptions" shall mean limitations on, or exceptions to, the enforceability

of an agreement against a Person due to applicable bankruptcy, insolvency, reorganization, moratorium or

similar laws affecting the enforcement of creditors' rights generally or the application of general equitable

principles, regardless of whether such enforceability is considered in a proceeding at law or in equity.

"Benefit Plan" shall mean any employee benefit plan within the meaning ofsection 3(3)

of ERISA and any other plan, arrangement or agreement which provides for compensation, benefits,

fringe benefits or other remuneration to any employee, former employee, individual independent

contractor or director, including without limitation, any bonus, incentive, supplemental retirement plan,

CHRYSLER FINANCIAL COMMERCIAL CONFIDENTIAL INFORMATION
holiday or other day on which banks in New York, New York or the District ofColumbia are permitted to

close, or (iii) a day on which trading in securities on the New York Stock Exchange or any other major

securities exchange in the United States is not conducted.

"Capital Lease Obligations" shall mean, for any Person, all obligations of such Person to

pay rent or other amounts under a lease of (or other agreement conveying the right to use) Propelty to the

extent such obligations are required to be classified and accounted for as a capital lease on a balance sheet

of such Person under GAAP, and, for purposes of this Loan Agreement, the amount of such obligations

shall be the capitalized amount determined in accordance with GAAP.

"Consolidated" refers to the consolidation of accounts in accordance with GAAP."Controlled Affiliate" shall have the meaning assigned to such term in Section 6.19.

"Disposition" shall mean with respect to any Property, any sale, lease, sale and

leaseback, assignment, conveyance, transfer or other disposition thereof; and the terms "Dispose" and

"Disposed of' shall have correlative meanings.

"Due Diligence Review" shall mean the perfOlmance by or on behalf of the Lender of

any or all of the reviews permitted under Section 8.15, as desired by the Lender from time to time.

"EESA" shall mean the Emergency Economic Stabilization Act of 2008, Public Law No:

110-343, effective as of October 3, 2008, as amended from time to time.

"Electronic Transmission" shall mean the delivery of infOlmation by electronic mail,

facsimile or other electronic format acceptable to the Lender. An Electronic Transmission shall be

considered written notice for all purposes hereof.

"ERISA" shall mean the Employee Retirement Income Security Act of 1974, as

amended from time to time.

"Executive Order" shall have the meaning provided in Section 5.16.

"Funding Date" shall have the meaning set forth in Appendix A.

"Governmental Authority" shall mean, with respect to any Person, any nation or

government, any state or other political subdivision, agency or instrumentality thereoC any entity

exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to

government and any COUlt or arbitrator having jurisdiction over such Person, any of its Subsidiaries or any

of its propelties.

"Guarantee" shall mean, as to any Person, any obligation of such Person directly or

indirectly guaranteeing any Indebtedness of any other Person or in any manner providing for the payment

of any Indebtedness of any other Person or otherwise protecting the holder of such Indebtedness against

- 2 -

CHRYSLER FINANCIAL COMMERCIAL CONFIDENTIAL INFORMATION

holiday or other day on which banks in New York, New York or the District ofColumbia are permitted to

close, or (iii) a day on which trading in securities on the New York Stock Exchange or any other major

securities exchange in the United States is not conducted.

"Capital Lease Obligations" shall mean, for any Person, all obligations of such Person to

pay rent or other amounts under a lease of (or other agreement conveying the right to use) Propelty to the

extent such obligations are required to be classified and accounted for as a capital lease on a balance sheet

of such Person under GAAP, and, for purposes of this Loan Agreement, the amount of such obligations

shall be the capitalized amount determined in accordance with GAAP.

"Consolidated" refers to the consolidation of accounts in accordance with GAAP."Controlled Affiliate" shall have the meaning assigned to such term in Section 6.19.

"Disposition" shall mean with respect to any Property, any sale, lease, sale and

leaseback, assignment, conveyance, transfer or other disposition thereof; and the terms "Dispose" and

"Disposed of' shall have correlative meanings.

"Due Diligence Review" shall mean the perfOlmance by or on behalf of the Lender of

any or all of the reviews permitted under Section 8.15, as desired by the Lender from time to time.

"EESA" shall mean the Emergency Economic Stabilization Act of 2008, Public Law No:

110-343, effective as of October 3, 2008, as amended from time to time.

"Electronic Transmission" shall mean the delivery of infOlmation by electronic mail,

facsimile or other electronic format acceptable to the Lender. An Electronic Transmission shall be

considered written notice for all purposes hereof.

"ERISA" shall mean the Employee Retirement Income Security Act of 1974, as

amended from time to time.

"Executive Order" shall have the meaning provided in Section 5.16.

"Funding Date" shall have the meaning set forth in Appendix A.

"Governmental Authority" shall mean, with respect to any Person, any nation or

government, any state or other political subdivision, agency or instrumentality thereoC any entity

exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to

government and any COUlt or arbitrator having jurisdiction over such Person, any of its Subsidiaries or any

of its propelties.

"Guarantee" shall mean, as to any Person, any obligation of such Person directly or

indirectly guaranteeing any Indebtedness of any other Person or in any manner providing for the payment

of any Indebtedness of any other Person or otherwise protecting the holder of such Indebtedness against

- 2 -

CHRYSLER FINANCIAL COMMERCIAL CONFIDENTIAL INFORMATION
anticipated liability in respect thereof as detennined by such Person in good faith. The tenns 

Guarantee

and "Guaranteed" used as verbs shall have correlative meanings.

"Indebtedness" shall mean, for any Person: (a) obligations created, issued or incurred by

such Person for borrowed money (whether by loan, the issuance and sale of debt securities or the sale of

Property to another Person subject to an understanding or agreement, contingent or otherwise, to

repurchase such Property from such Person); (b) obligations of such Person to pay the deferred purchase

or acquisition pricc of Propelty or services; (c) indebtedness of others of the type referred to in clauses

(a), (b), (d), (e), (0 and (g) ofthis definition secured by a Lien on the Property ofsuch Person, whether or

not the respective indebtedness so secured has been assumed by such Person; (d) obligations (contingent

or otherwise) of such Person in respect of letters of credit or similar instruments issued or accepted by

banks and other financial institutions for the account of such Person; (e) Capital Lease Obligations of

such Person; (0 obligations of such Person under repurchase agreemcnts or like arrangements; (g)

indebtedness of others of the type referred to in clauses (a), (b), (d), (e), (f) and (g) of this definition

Guaranteed by such Person; (h) all obligations of such Person incuned in connection with the acquisition

or carrying of fixed assets by such Person; (i) indebtedness of general partnerships of which such Person

is a general partner unless the terms of such indebtedness expressly provide that such Person is not liable

therefor; and (j) any other indebtedness of such Person evidenced by a note, bond, debenture or similar

instrument.

"Investment Company Act" shall mean the Investment Company Act of 1940, as

amended from time to time, including all rules and regulations promulgated thereunder.

"Lender" shall have the meaning assigned thereto in the preamble hereof.

"Loan Agreement" shall mean this Loan Agreement, as may be amended, restated,

supplemented or otherwise modified from time to time in accordance with the tenns hereof.

"OFAC" shall mean the Office of Foreign Assets Control of the United States

DepaItment ofthe Treasury.

"Other Taxes" shall mean any and all present or future stamp or documentary taxes or

any other excise or property taxes, charges or similar levies arising from any payment made hereunder or

from the execution, delivery or enforcement of: or otherwise with respect to, this Loan Agreement or any

other Program Document (excluding, in each case, amounts imposed on an assignment, a grant of a

participation or other transfer of an interest in an Advance or Program Document), except pursuant to

Section 3.01.

"Post-Default Rate" shall mean, in respect of any principal of any Advance or any other

amount under this Loan Agreement, the Notes or any other Program Document, a rate per annum during

the period from and including the due date to but excluding the date on which such amount is paid in full

equal to 3.00% per annum, plus (x) the interest rate otherwise applicable to such Advance or other

amount, or (y) if no interest rate is otherwise applicable, the sum of (i) LlBOR plus (ii) the Spread

Amount.

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CHRYSLER FINANCIAL COMMERCIAL CONFIDENTIAL INFORMATION

anticipated liability in respect thereof as detennined by such Person in good faith. The tenns 

Guarantee

and "Guaranteed" used as verbs shall have correlative meanings.

"Indebtedness" shall mean, for any Person: (a) obligations created, issued or incurred by

such Person for borrowed money (whether by loan, the issuance and sale of debt securities or the sale of

Property to another Person subject to an understanding or agreement, contingent or otherwise, to

repurchase such Property from such Person); (b) obligations of such Person to pay the deferred purchase

or acquisition pricc of Propelty or services; (c) indebtedness of others of the type referred to in clauses

(a), (b), (d), (e), (0 and (g) ofthis definition secured by a Lien on the Property ofsuch Person, whether or

not the respective indebtedness so secured has been assumed by such Person; (d) obligations (contingent

or otherwise) of such Person in respect of letters of credit or similar instruments issued or accepted by

banks and other financial institutions for the account of such Person; (e) Capital Lease Obligations of

such Person; (0 obligations of such Person under repurchase agreemcnts or like arrangements; (g)

indebtedness of others of the type referred to in clauses (a), (b), (d), (e), (f) and (g) of this definition

Guaranteed by such Person; (h) all obligations of such Person incuned in connection with the acquisition

or carrying of fixed assets by such Person; (i) indebtedness of general partnerships of which such Person

is a general partner unless the terms of such indebtedness expressly provide that such Person is not liable

therefor; and (j) any other indebtedness of such Person evidenced by a note, bond, debenture or similar

instrument.

"Investment Company Act" shall mean the Investment Company Act of 1940, as

amended from time to time, including all rules and regulations promulgated thereunder.

"Lender" shall have the meaning assigned thereto in the preamble hereof.

"Loan Agreement" shall mean this Loan Agreement, as may be amended, restated,

supplemented or otherwise modified from time to time in accordance with the tenns hereof.

"OFAC" shall mean the Office of Foreign Assets Control of the United States

DepaItment ofthe Treasury.

"Other Taxes" shall mean any and all present or future stamp or documentary taxes or

any other excise or property taxes, charges or similar levies arising from any payment made hereunder or

from the execution, delivery or enforcement of: or otherwise with respect to, this Loan Agreement or any

other Program Document (excluding, in each case, amounts imposed on an assignment, a grant of a

participation or other transfer of an interest in an Advance or Program Document), except pursuant to

Section 3.01.

"Post-Default Rate" shall mean, in respect of any principal of any Advance or any other

amount under this Loan Agreement, the Notes or any other Program Document, a rate per annum during

the period from and including the due date to but excluding the date on which such amount is paid in full

equal to 3.00% per annum, plus (x) the interest rate otherwise applicable to such Advance or other

amount, or (y) if no interest rate is otherwise applicable, the sum of (i) LlBOR plus (ii) the Spread

Amount.

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CHRYSLER FINANCIAL COMMERCIAL CONFIDENTIAL INFORMATION
whether real, personal or mixed and whether tangible or intangible.

"Records" shall mean all books, instruments, agreements, customer lists, credit files,

computer tiles, storage media, tapes, disks, cards, software, data, computer programs, printouts and other

computer materials and records generated by other media for the storage of infOlmation maintained by

any Person with respect to the business and operations of the Program Paliies and the Collateral.

"Requirement of Law" shall mean as to any Person, the celiificate of incorporation and

by-laws or other organizational or governing documents of such Person, and any law, treaty, rule or

regulation or determination of an arbitrator or a cOUli or other Governmental Authority, in each case

applicable to or binding upon such Person or any of its propeliy or to which such Person or any of its

property is subject.

"Senior Employee" shall mean, with respect to the Program Parties collectively, any of

the twenty-five (25) most highly compensated employees (including the SEOs).

shall mean a senior executive officer within the meaning of section 111(b)(3) of

EESA and any interpretation of the United States Depm1ment of the Treasury thereunder, including the

rules set fOlih in 31 C.F.R. Part 30.

"Spread Amount" shall have the meaning set forth in Appendix A.

"Subsidiary" shall mean, with respect to any Person, any corporation, partnership or other

entity of which at least a majority of the securities or other ownership interests having by the terms

thereof ordinary voting power to elect a majority of the board of directors or other persons perfOlming

similar functions of such corporation, partnership or other entity (irrespective of whether or not at the

time securities or other ownership interests of any other class or classes of such corporation, partnership

or other entity shall have or might have voting power by reason ofthe happening of any contingency) is at

the time directly or indirectly owned or controlled by such Person or one or more Subsidiaries of such

Person or by such Person and one or more Subsidiaries ofsuch Person.

"UnifOlm Commercial Code" shall mean the Unifonn Commercial Code as in effect from

time to time in the State of New York; provided that if by reason of mandatory provisions of law, the

perfection or the effect of perfection or non-perfection of the security interest in any Facility Collateral is

governed by the Unifornl Commercial Code as in effect in a jurisdiction other than New York, "Uniform

Commercial Code" shall mean the Uniform Commercial Code as in effect in such other jurisdiction for

purposes ofthe provisions hereof relating to such perfection or effect of perfection or non-perfection.

"United States" or "U.S." shall mean the United States of America.

1.02 Interpretation. The following rules ofthis Section 1.02 apply unless the context

requires otherwise. A gender includes all genders. Where a word or phrase is defined, its other

grammatical forms have a corresponding meaning. A reference to a subsection, Section, Appendix,

Annex or Exhibit is, unless otherwise specified, a reference to a Section of, or annex or exhibit to, this

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CHRYSLER FINANCIAL COMMERCIAL CONFIDENTIAL INFORMATION

whether real, personal or mixed and whether tangible or intangible.

"Records" shall mean all books, instruments, agreements, customer lists, credit files,

computer tiles, storage media, tapes, disks, cards, software, data, computer programs, printouts and other

computer materials and records generated by other media for the storage of infOlmation maintained by

any Person with respect to the business and operations of the Program Paliies and the Collateral.

"Requirement of Law" shall mean as to any Person, the celiificate of incorporation and

by-laws or other organizational or governing documents of such Person, and any law, treaty, rule or

regulation or determination of an arbitrator or a cOUli or other Governmental Authority, in each case

applicable to or binding upon such Person or any of its propeliy or to which such Person or any of its

property is subject.

"Senior Employee" shall mean, with respect to the Program Parties collectively, any of

the twenty-five (25) most highly compensated employees (including the SEOs).

shall mean a senior executive officer within the meaning of section 111(b)(3) of

EESA and any interpretation of the United States Depm1ment of the Treasury thereunder, including the

rules set fOlih in 31 C.F.R. Part 30.

"Spread Amount" shall have the meaning set forth in Appendix A.

"Subsidiary" shall mean, with respect to any Person, any corporation, partnership or other

entity of which at least a majority of the securities or other ownership interests having by the terms

thereof ordinary voting power to elect a majority of the board of directors or other persons perfOlming

similar functions of such corporation, partnership or other entity (irrespective of whether or not at the

time securities or other ownership interests of any other class or classes of such corporation, partnership

or other entity shall have or might have voting power by reason ofthe happening of any contingency) is at

the time directly or indirectly owned or controlled by such Person or one or more Subsidiaries of such

Person or by such Person and one or more Subsidiaries ofsuch Person.

"UnifOlm Commercial Code" shall mean the Unifonn Commercial Code as in effect from

time to time in the State of New York; provided that if by reason of mandatory provisions of law, the

perfection or the effect of perfection or non-perfection of the security interest in any Facility Collateral is

governed by the Unifornl Commercial Code as in effect in a jurisdiction other than New York, "Uniform

Commercial Code" shall mean the Uniform Commercial Code as in effect in such other jurisdiction for

purposes ofthe provisions hereof relating to such perfection or effect of perfection or non-perfection.

"United States" or "U.S." shall mean the United States of America.

1.02 Interpretation. The following rules ofthis Section 1.02 apply unless the context

requires otherwise. A gender includes all genders. Where a word or phrase is defined, its other

grammatical forms have a corresponding meaning. A reference to a subsection, Section, Appendix,

Annex or Exhibit is, unless otherwise specified, a reference to a Section of, or annex or exhibit to, this

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CHRYSLER FINANCIAL COMMERCIAL CONFIDENTIAL INFORMATION
a facsimile transmission and any means of reproducing words in a tangible and permanently visible fonn.

A reference to conduct includes, without limitation, an omission, statement or undertaking, whether or not

in writing. The words "hereof', "herein", "hereunder" and similar words refer to this Loan Agreement as

a whole and not to any particular provision of this Loan Agreement. The telm "including" is not limiting

and means "including without limitation". In the computation of periods of time from a specified date to

a later specified date, the word "from" means "from and including", the words "to" and "until" each mean

"to but excluding", and the word "through" means "to and including".

Except where otherwise provided in this Loan Agreement, any determination, consent,

approval, statement or certificate made or continned in writing with notice to the Borrower by the Lender

or an authorized officer of the Lender provided for in this Loan Agreement is conclusive and binds the

parties in the absence of manifest error. A reference to an agreement includes a security interest,

guarantee, agreement or legally enforceable arrangement whether or not in writing related to such

agreement.

A reference to a document includes an agreement (as so defined) in wntmg or a

certificate, notice, instrument or document, or any infolmation recorded in computer disk form. Where a

Person is required to provide any document to the Lender under the tenns of this Loan Agreement, the

relevant document shall be provided in writing or printed form unless the Lender requests otherwise. At

the request of the Lender, the document shall be provided in computer disk form or both printed and

computer disk form.

This Loan Agreement is hereby modified where indicated in Appendix A hereto.

This Loan Agreement is the result of negotiations among, and has been reviewed by

counsel to, the Lender and the Program Parties, and is the product of all parties. In the interpretation of

this Loan Agreement, no nile of construction shall apply to disadvantage one party on the ground that

such party proposed or was involved in the preparation of any particular provision of this Loan

Agreement or this Loan Agreement itself. Except where otherwise expressly stated, the Lender may give

or withhold, or give conditionally, approvals and consents and may form opinions and make

determinations at its absolute discretion. Any requirement of good faith, discretion or judgment by the

Lender shall not be construed to require the Lender to request or await receipt of infonnation or

documentation not immediately available from or with respect to the Borrower, any other Person, or the

Collateral.

1.03 Accounting Terms and Determinations. Except as otherwise expressly

provided herein, all accounting tenns used herein shall be interpreted, and all financial statements and

certificates and repotts as to financial matters required to be delivered to the Lender hereunder shall be

prepared, in accordance with GAAP.

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CHRYSLER FINANCIAL COMMERCIAL CONFIDENTIAL INFORMATION

a facsimile transmission and any means of reproducing words in a tangible and permanently visible fonn.

A reference to conduct includes, without limitation, an omission, statement or undertaking, whether or not

in writing. The words "hereof', "herein", "hereunder" and similar words refer to this Loan Agreement as

a whole and not to any particular provision of this Loan Agreement. The telm "including" is not limiting

and means "including without limitation". In the computation of periods of time from a specified date to

a later specified date, the word "from" means "from and including", the words "to" and "until" each mean

"to but excluding", and the word "through" means "to and including".

Except where otherwise provided in this Loan Agreement, any determination, consent,

approval, statement or certificate made or continned in writing with notice to the Borrower by the Lender

or an authorized officer of the Lender provided for in this Loan Agreement is conclusive and binds the

parties in the absence of manifest error. A reference to an agreement includes a security interest,

guarantee, agreement or legally enforceable arrangement whether or not in writing related to such

agreement.

A reference to a document includes an agreement (as so defined) in wntmg or a

certificate, notice, instrument or document, or any infolmation recorded in computer disk form. Where a

Person is required to provide any document to the Lender under the tenns of this Loan Agreement, the

relevant document shall be provided in writing or printed form unless the Lender requests otherwise. At

the request of the Lender, the document shall be provided in computer disk form or both printed and

computer disk form.

This Loan Agreement is hereby modified where indicated in Appendix A hereto.

This Loan Agreement is the result of negotiations among, and has been reviewed by

counsel to, the Lender and the Program Parties, and is the product of all parties. In the interpretation of

this Loan Agreement, no nile of construction shall apply to disadvantage one party on the ground that

such party proposed or was involved in the preparation of any particular provision of this Loan

Agreement or this Loan Agreement itself. Except where otherwise expressly stated, the Lender may give

or withhold, or give conditionally, approvals and consents and may form opinions and make

determinations at its absolute discretion. Any requirement of good faith, discretion or judgment by the

Lender shall not be construed to require the Lender to request or await receipt of infonnation or

documentation not immediately available from or with respect to the Borrower, any other Person, or the

Collateral.

1.03 Accounting Terms and Determinations. Except as otherwise expressly

provided herein, all accounting tenns used herein shall be interpreted, and all financial statements and

certificates and repotts as to financial matters required to be delivered to the Lender hereunder shall be

prepared, in accordance with GAAP.

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CHRYSLER FINANCIAL COMMERCIAL CONFIDENTIAL INFORMATION
Advance

; collectively, the "Advances") to the Bon'ower in Dollars, on each Funding Date in an aggregate principal amount up to but not exceeding the Maximum Loan Amount.

(b) The Advances made on each Funding Date shall be in an amount as set forth in Section 2.0 I(b) of Appendix A.

(c) No amounts of any Advance repaid may be rebonowed hereunder.

(d) Lender shall have no obligation to make an Advance when any Default or Event of Default has occurred and is continuing.

(e) Without limiting any other provision of this Loan Agreement, the obligation of the Lender to fund any Advance is subject to the satisfaction (or waiver by the Lender) ofthe conditions precedent set forth in Section 5.

2.02 The Notes.

The Advances made by the Lender shall be evidenced by promIssory notes (the "Notes") ofthe BOITower as set fOI1h in Section 2.02 of Appendix A.

2.03 Procedure for Borrowing.

(a) The Borrower may request a bonowing to be made on a Funding Date, by delivering to the Lender an inevocable Notice of Bonowing substantially in the form of Exhibit A hereto (a "Notice of Borrowing"), appropriately completed, which Notice of Bonowing must be received no later than 5:00 p.m. (Washington, D.C. time) two (2) Business Days prior to the requested Funding Date (other than the Notice of BOITowing for the Advance to be made on the Effective Date, which Notice must be received no later than 3:00 p.m. (Washington D.C. time) on the Effective Date).

(b) Upon the Bon'ower's request for a bonowing pursuant to Section 2.03(a), the Lender shall, assuming all conditions precedent set forth in this Section 2.03 and in Sections 4.0 I and 4.02 have been met, and provided no Default or Event of Default shall have occuned and be continuing, not later than 5:00 p.m. (Washington, D.C. time) on the requested Funding Date, make an Advance in an amount for each Funding Date as set fOl1h in Section 2.01(a) of Appendix A. Subject to the foregoing, the Lender shall deliver the Advance to the Bonower in immediately available funds, via wirc transfer (pursuant to the wire transfer instructions set forth in Section 2.03(b) of Appendix A).

2.04 Limitation on Types of Advances; Illegality. Anything herein to the contrary notwithstanding, it~ on or prior to the detclmination of LlBOR:

(a) thc Lender detennines, which detennination shall be conclusive, that quotations of interest rates for the relevant deposits refened to in the definition of "LlBOR" are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest tor Advances as provided herein; or

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CHRYSLER FINANCIAL COMMERCIAL CONFIDENTIAL INFORMATION

Advance

; collectively, the "Advances") to the Bon'ower in Dollars, on each Funding Date in an aggregate principal amount up to but not exceeding the Maximum Loan Amount.

(b) The Advances made on each Funding Date shall be in an amount as set forth in Section 2.0 I(b) of Appendix A.

(c) No amounts of any Advance repaid may be rebonowed hereunder.

(d) Lender shall have no obligation to make an Advance when any Default or Event of Default has occurred and is continuing.

(e) Without limiting any other provision of this Loan Agreement, the obligation of the Lender to fund any Advance is subject to the satisfaction (or waiver by the Lender) ofthe conditions precedent set forth in Section 5.

2.02 The Notes.

The Advances made by the Lender shall be evidenced by promIssory notes (the "Notes") ofthe BOITower as set fOI1h in Section 2.02 of Appendix A.

2.03 Procedure for Borrowing.

(a) The Borrower may request a bonowing to be made on a Funding Date, by delivering to the Lender an inevocable Notice of Bonowing substantially in the form of Exhibit A hereto (a "Notice of Borrowing"), appropriately completed, which Notice of Bonowing must be received no later than 5:00 p.m. (Washington, D.C. time) two (2) Business Days prior to the requested Funding Date (other than the Notice of BOITowing for the Advance to be made on the Effective Date, which Notice must be received no later than 3:00 p.m. (Washington D.C. time) on the Effective Date).

(b) Upon the Bon'ower's request for a bonowing pursuant to Section 2.03(a), the Lender shall, assuming all conditions precedent set forth in this Section 2.03 and in Sections 4.0 I and 4.02 have been met, and provided no Default or Event of Default shall have occuned and be continuing, not later than 5:00 p.m. (Washington, D.C. time) on the requested Funding Date, make an Advance in an amount for each Funding Date as set fOl1h in Section 2.01(a) of Appendix A. Subject to the foregoing, the Lender shall deliver the Advance to the Bonower in immediately available funds, via wirc transfer (pursuant to the wire transfer instructions set forth in Section 2.03(b) of Appendix A).

2.04 Limitation on Types of Advances; Illegality. Anything herein to the contrary notwithstanding, it~ on or prior to the detclmination of LlBOR:

(a) thc Lender detennines, which detennination shall be conclusive, that quotations of interest rates for the relevant deposits refened to in the definition of "LlBOR" are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest tor Advances as provided herein; or

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CHRYSLER FINANCIAL COMMERCIAL CONFIDENTIAL INFORMATION
then the Lender shall give the BOlTower prompt notice thereof and, so long as such condition remains in

effect, the BOlTower shall pay interest on all outstanding Advances at a rate per annum as detennined by

the Lender taking into account the cost to the Lender of making and maintaining the Advances.

2.05 Repavment of the Advances; Interest.

(a) Each Advance shall bear interest on the unpaid principal amount thereof at a rate

per annum equal to L1BOR plus the Spread Amount except as provided in (b) and (c) below.

(b) If all or a portion of any Advance, any interest payable on any Advance or any

fce or other amount payable under the Program Documents shall not be paid when due (whether at the

stated maturity, by acceleration or otherwise), such overdue amount shall bear interest at a rate per

annum equal to the Post Default Rate, in each case from the date of such non-payment until such

overdue amount is paid in full (after as well as before judgment).

(c) Upon the occurrence and continuance of any Event of Default (other than arising

from an event described in subsection (b) above), all Advances, accmed and unpaid interest, any fee orother amounts payable hereunder shall bear interest at a rate per annum equal to the Post Default Rate

from the date ofsuch Event of Default until paid in full (after as well as before judgment).

2.06 Optional Prepayments.

(a) The Advances are prepayable without premium or penalty, in whole or in part at

such times and in the manner provided in the Indenture and subject to clause (b) below.

(b) In connection with each prepayment, other than on a Payment Date, the Borrower

shall indemnify the Lender and hold the Lender hannless 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 Advances hereunder or (ii) fees payable to tenninate 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 Advance 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. This Section 2.06 shall survive termination of this Loan Agreement and payment of the

Notes.

(c) Notwithstanding the Borrower's right to prepay the Advances pursuant to this

Section 2.06, in no event will the Indenture Trustee's Lien on any of the Collateral be released upon any

such prepayment until payment in full of all Advances and the satisfaction of all other Obligations owed

to the Lender.

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CHRYSLER FINANCIAL COMMERCIAL CONFIDENTIAL INFORMATION

then the Lender shall give the BOlTower prompt notice thereof and, so long as such condition remains in

effect, the BOlTower shall pay interest on all outstanding Advances at a rate per annum as detennined by

the Lender taking into account the cost to the Lender of making and maintaining the Advances.

2.05 Repavment of the Advances; Interest.

(a) Each Advance shall bear interest on the unpaid principal amount thereof at a rate

per annum equal to L1BOR plus the Spread Amount except as provided in (b) and (c) below.

(b) If all or a portion of any Advance, any interest payable on any Advance or any

fce or other amount payable under the Program Documents shall not be paid when due (whether at the

stated maturity, by acceleration or otherwise), such overdue amount shall bear interest at a rate per

annum equal to the Post Default Rate, in each case from the date of such non-payment until such

overdue amount is paid in full (after as well as before judgment).

(c) Upon the occurrence and continuance of any Event of Default (other than arising

from an event described in subsection (b) above), all Advances, accmed and unpaid interest, any fee orother amounts payable hereunder shall bear interest at a rate per annum equal to the Post Default Rate

from the date ofsuch Event of Default until paid in full (after as well as before judgment).

2.06 Optional Prepayments.

(a) The Advances are prepayable without premium or penalty, in whole or in part at

such times and in the manner provided in the Indenture and subject to clause (b) below.

(b) In connection with each prepayment, other than on a Payment Date, the Borrower

shall indemnify the Lender and hold the Lender hannless 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 Advances hereunder or (ii) fees payable to tenninate 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 Advance 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. This Section 2.06 shall survive termination of this Loan Agreement and payment of the

Notes.

(c) Notwithstanding the Borrower's right to prepay the Advances pursuant to this

Section 2.06, in no event will the Indenture Trustee's Lien on any of the Collateral be released upon any

such prepayment until payment in full of all Advances and the satisfaction of all other Obligations owed

to the Lender.

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CHRYSLER FINANCIAL COMMERCIAL CONFIDENTIAL INFORMATION
(i) shall subject the Lender to any tax of any kind whatsoever with respect to this Loan Agreement, the Notes or any Advance made by it (excluding net income taxes) or change the basis of taxation of payments to the Lender in respect thereof (provided that, this clause (i) shall not apply to any withholding taxes, Excluded Taxes or taxes covered by Section 3.0 I);

(ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory advance or similar requirement against assets held by deposits or other liabilities in or for the account of Advances or other extensions of credit by, or any other acquisition of funds by any office of the Lender which is not otherwise included in the determination of LlBOR hereunder;

(iii) shall impose on the Lender any other condition;

and the result of any of the foregoing is to increase the cost to the Lender, by an amount which the Lender deems to be material, of making, continuing or maintaining any Advance or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the Borrower shall promptly pay the Lender such additional amount or amounts as will compensate the Lender for such increased cost or reduced amount receivable thereafter incurred.

(b) If the Lender shall have detelmined that the adoption of or any change in any Requirement of Law (other than with respect to any amendment made to the Lender's certificate of incorporation, by-laws or other organizational or goveming documents) regarding capital adequacy or in the interpretation or application thereof or compliance by the Lender or any Person controlling the Lender with any request or directive regarding capital adequacy (whether or not having the force oflaw) from any Govemmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of retum on the Lender's or such Person's capital as a consequence of any obligations hereunder to a level below that which the Lender or such Person (taking into consideration the Lender's or such Person's policies with respect to capital adequacy) by an amount deemed by the Lender to be material, then from time to time, the Borrower shall promptly pay to the Lender such additional amount or amounts as will thereafter compensate the Lender for such reduction.

(c) If the Lender becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify the Borrower of the event by reason of which it has become so entitled. A certificate as to any additional amounts payable pursuant to this subsection submitted by the Lender to the Borrower shall be conclusive in the absence of manifest en·or.

2.08 Use of Proceeds

The Borrower shall utilize the proceeds from the Advances as set torth in Section 2.08 of Appendix A.

2.09 Performance by the Lender of the Borrower's Obligations. If the Borrower fails to pertoIlll or comply with any of its agreements contained in, and within any grace peliod provided by, the Program Documents, the Lender may itselfpelform or comply, or otherwise cause performance or

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CHRYSLER FINANCIAL COMMERCIAL CONFIDENTIAL INFORMATION

(i) shall subject the Lender to any tax of any kind whatsoever with respect to this Loan Agreement, the Notes or any Advance made by it (excluding net income taxes) or change the basis of taxation of payments to the Lender in respect thereof (provided that, this clause (i) shall not apply to any withholding taxes, Excluded Taxes or taxes covered by Section 3.0 I);

(ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory advance or similar requirement against assets held by deposits or other liabilities in or for the account of Advances or other extensions of credit by, or any other acquisition of funds by any office of the Lender which is not otherwise included in the determination of LlBOR hereunder;

(iii) shall impose on the Lender any other condition;

and the result of any of the foregoing is to increase the cost to the Lender, by an amount which the Lender deems to be material, of making, continuing or maintaining any Advance or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the Borrower shall promptly pay the Lender such additional amount or amounts as will compensate the Lender for such increased cost or reduced amount receivable thereafter incurred.

(b) If the Lender shall have detelmined that the adoption of or any change in any Requirement of Law (other than with respect to any amendment made to the Lender's certificate of incorporation, by-laws or other organizational or goveming documents) regarding capital adequacy or in the interpretation or application thereof or compliance by the Lender or any Person controlling the Lender with any request or directive regarding capital adequacy (whether or not having the force oflaw) from any Govemmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of retum on the Lender's or such Person's capital as a consequence of any obligations hereunder to a level below that which the Lender or such Person (taking into consideration the Lender's or such Person's policies with respect to capital adequacy) by an amount deemed by the Lender to be material, then from time to time, the Borrower shall promptly pay to the Lender such additional amount or amounts as will thereafter compensate the Lender for such reduction.

(c) If the Lender becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify the Borrower of the event by reason of which it has become so entitled. A certificate as to any additional amounts payable pursuant to this subsection submitted by the Lender to the Borrower shall be conclusive in the absence of manifest en·or.

2.08 Use of Proceeds

The Borrower shall utilize the proceeds from the Advances as set torth in Section 2.08 of Appendix A.

2.09 Performance by the Lender of the Borrower's Obligations. If the Borrower fails to pertoIlll or comply with any of its agreements contained in, and within any grace peliod provided by, the Program Documents, the Lender may itselfpelform or comply, or otherwise cause performance or

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CHRYSLER FINANCIAL COMMERCIAL CONFIDENTIAL INFORMATION
3.01 US Taxes.

(a) Except as required by Applicable Law, all payments made by the Borrower under

the Program Documents shall be made free and clear of, and without deduction or withholding for or on

account of, any present or future income, or Other Taxes, levies, imposts, duties, charges, fees,

deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any

Govemmental Authority, excluding net or overall gross income taxes or net or overall gross profit taxes,

franchise taxes (imposed in lieu of net or overall gross income taxes) and branch profit taxes imposed on

the Lender as a result of a present or fonner connection between the Lender and the jurisdiction of the

Govemmental Authority imposing such tax or any political subdivision or taxing authority thereof or

therein (other than any such connection arising solely from the Lender's having executed, delivered or

perfonned its obligations or received a payment under, or enforced, this Loan Agreement or any other

Program Document). If any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions

or withholdings ("Non-Excluded Taxes") or any Other Taxes are required to be withheld from any

amounts payable to the Lender hereunder, the amounts so payable to the Lender shall be increased to the

extent necessary to yield to the Lender (after payment of all Non-Excluded Taxes and Other Taxes)

interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Loan

Agreement; provided, however, that the Borrower shall not be required to increase any such amounts

payable to the Lender with respect to any Non-Excluded Taxes that are (i) attributable to the Lender's

failure to comply with the requirements of paragraph (d) or (e) of this Section 3.03, (ii) backup

withholding taxes, imposed under Section 3406 of the Code, (iii) taxes imposed by way of withholding

on net or gross income, but not excluding such taxes arising as a result of a change in Applicable Law

occurring after (A) the date that such Person became a party to this Loan Agreement, or (B) with respect

to an assignment, acquisition, grant of a participation the effective date of such assignment, acquisition,

participation or appointment, except to the extent that such Person's predecessor was entitled to such

amounts, or (C) with respect to the designation of a new lending office, the effective date of such

designation, except to the extent such Person was entitled to receive such amounts with respect to its

previous lending office; and (iv) taxes resulting from such Person's gross negligence or willful

misconduct (collectively, and together with the taxes excluded by the first sentence of this

Section 3.03(a), "Excluded Taxes'').

(b) In addition, the Borrower shall pay any Other Taxes to the relevant

Govemmental Authority in accordance with Applicable Law.

(c) Whenever any Non-Excluded Taxes or Other Taxes are paid by the BOlTower, as

promptly as possible thereafter, the Borrower shall send to the Lender, a certified copy of an original

official receipt received by the BOl1"ower showing payment thereof (or if an official receipt is not

available, such other evidence of payment as shall be satisfactory to such Lender). If the Borrower fails

to pay any Non-Excluded Taxes or Other Taxes required to be paid by the BOl1"ower under this

Section 3.03 when due to the appropriate taxing authority or fails to remit to the Lender the required

receipts or other required documentary evidence, the BOlTower shall indemnify the Lender for any

incremental taxes, interest or penalties that may become payable by the Lender as a result of any such

failure. The agreements in this Section shall survive the termination of this Loan Agreement and the

payment of the Advances and all other amounts payable hereunder.

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CHRYSLER FINANCIAL COMMERCIAL CONFIDENTIAL INFORMATION

3.01 US Taxes.

(a) Except as required by Applicable Law, all payments made by the Borrower under

the Program Documents shall be made free and clear of, and without deduction or withholding for or on

account of, any present or future income, or Other Taxes, levies, imposts, duties, charges, fees,

deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any

Govemmental Authority, excluding net or overall gross income taxes or net or overall gross profit taxes,

franchise taxes (imposed in lieu of net or overall gross income taxes) and branch profit taxes imposed on

the Lender as a result of a present or fonner connection between the Lender and the jurisdiction of the

Govemmental Authority imposing such tax or any political subdivision or taxing authority thereof or

therein (other than any such connection arising solely from the Lender's having executed, delivered or

perfonned its obligations or received a payment under, or enforced, this Loan Agreement or any other

Program Document). If any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions

or withholdings ("Non-Excluded Taxes") or any Other Taxes are required to be withheld from any

amounts payable to the Lender hereunder, the amounts so payable to the Lender shall be increased to the

extent necessary to yield to the Lender (after payment of all Non-Excluded Taxes and Other Taxes)

interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Loan

Agreement; provided, however, that the Borrower shall not be required to increase any such amounts

payable to the Lender with respect to any Non-Excluded Taxes that are (i) attributable to the Lender's

failure to comply with the requirements of paragraph (d) or (e) of this Section 3.03, (ii) backup

withholding taxes, imposed under Section 3406 of the Code, (iii) taxes imposed by way of withholding

on net or gross income, but not excluding such taxes arising as a result of a change in Applicable Law

occurring after (A) the date that such Person became a party to this Loan Agreement, or (B) with respect

to an assignment, acquisition, grant of a participation the effective date of such assignment, acquisition,

participation or appointment, except to the extent that such Person's predecessor was entitled to such

amounts, or (C) with respect to the designation of a new lending office, the effective date of such

designation, except to the extent such Person was entitled to receive such amounts with respect to its

previous lending office; and (iv) taxes resulting from such Person's gross negligence or willful

misconduct (collectively, and together with the taxes excluded by the first sentence of this

Section 3.03(a), "Excluded Taxes'').

(b) In addition, the Borrower shall pay any Other Taxes to the relevant

Govemmental Authority in accordance with Applicable Law.

(c) Whenever any Non-Excluded Taxes or Other Taxes are paid by the BOlTower, as

promptly as possible thereafter, the Borrower shall send to the Lender, a certified copy of an original

official receipt received by the BOl1"ower showing payment thereof (or if an official receipt is not

available, such other evidence of payment as shall be satisfactory to such Lender). If the Borrower fails

to pay any Non-Excluded Taxes or Other Taxes required to be paid by the BOl1"ower under this

Section 3.03 when due to the appropriate taxing authority or fails to remit to the Lender the required

receipts or other required documentary evidence, the BOlTower shall indemnify the Lender for any

incremental taxes, interest or penalties that may become payable by the Lender as a result of any such

failure. The agreements in this Section shall survive the termination of this Loan Agreement and the

payment of the Advances and all other amounts payable hereunder.

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CHRYSLER FINANCIAL COMMERCIAL CONFIDENTIAL INFORMATION
subsequent versions thereof or successors thereto properly completed and duly executed by such NonU.S. Lender claiming complete exemption from, or a reduced rate of, U.S. federal withholding tax on all

payments by the Borrower under this Loan Agreement and the other Program Documents. Such forms

shall be delivered by each Non-U.S. Lender on or before the date it becomes a party to this Loan

Agreement (or, in the case of any Participant or the Lender's assignee, on or before the date such

Participant purchases the related participation, or Lender's assignee takes its assignment, as the case may

be). In addition, each Non-U.S. Lender shall deliver such forms promptly upon (i) the obsolescence,

expiration or invalidity of any form previously delivered by such Non-U.S. Lender and (ii) the written

request of the Borrower. If the Lender (or a Participant or the Lender's assignee) is a "United States

person" as defined in Section 7701(a)(30) of the Code, it shall deliver a duly executed and properly

completed Internal Revenue Service Form W-9 to the Borrower at the time(s) and in the manner(s)described above with respect to the other forms referenced in this clause (d) above certifying that such

person is exempt from United States backup withholding tax on payments made hereunder under the

Program Documents; provided, however, that if the Lender is an "exempt recipient" within the meaning

of Treasury Regulations section 1.6049-4(c), it shall not be required to provide a Form W-9 except to the

extent required under Treasury Regulations section 1.1441-1. Notwithstanding any other provision of

this paragraph, the Lender shall not be required to deliver any form pursuant to this paragraph that it is

not legally able to deliver.

(e) If the Lender is entitled to an exemption from or reduction of non-U.S.

withholding tax under the law ofthe jurisdiction in which the Borrower is located, or any treaty to which

such jurisdiction is a party, with respect to payments under this Loan Agreement then the Lender shall

deliver to the Borrower, at the time or times prescribed by Applicable Law or reasonably requested by

the Borrower, such properly completed and executed documentation prescribed by Applicable Law aswill permit such payments to be made without withholding or at a reduced rate, provided that the Lender

is legally entitled to complete, execute and deliver such documentation and in the Lender's reasonable

judgment such completion, execution or submission would not materially prejudice the legal position of

the Lender.

(D If the Lender determines that it has received a refund, credit, or other reduction of

taxes in respect of any Non-Excluded Taxes or Other Taxes paid by the Borrower, which refund, credit

or other reduction is directly attributable to any Non-Excluded Taxes or Other Taxes paid by the

Borrower, the Lender shall within sixty (60) days from the date of actual receipt of such refund or the

tiling of the tax return in which such credit or other reduction results in a lower tax payment, pay over

such refund or the amount ofsuch tax reduction to the Borrower (but only to the extent of Non-Excluded

Taxes or Other Taxes paid by the BOlTower), net of all out of pocket expenses of such Person, and

without interest (other than interest paid by the relevant Governmental Authority with respect to suchrefund). Notwithstanding anything to the contrary in this Loan Agreement, upon the request of the

Lender, the Bon·ower agrees to repay any amount paid over to the BOlTower pursuant to the immediately

preceding sentence (plus penalties, interest, or other charges) if such Person is required to repay such

amount to the taxing Governmental Authority.

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CHRYSLER FINANCIAL COMMERCIAL CONFIDENTIAL INFORMATION

subsequent versions thereof or successors thereto properly completed and duly executed by such NonU.S. Lender claiming complete exemption from, or a reduced rate of, U.S. federal withholding tax on all

payments by the Borrower under this Loan Agreement and the other Program Documents. Such forms

shall be delivered by each Non-U.S. Lender on or before the date it becomes a party to this Loan

Agreement (or, in the case of any Participant or the Lender's assignee, on or before the date such

Participant purchases the related participation, or Lender's assignee takes its assignment, as the case may

be). In addition, each Non-U.S. Lender shall deliver such forms promptly upon (i) the obsolescence,

expiration or invalidity of any form previously delivered by such Non-U.S. Lender and (ii) the written

request of the Borrower. If the Lender (or a Participant or the Lender's assignee) is a "United States

person" as defined in Section 7701(a)(30) of the Code, it shall deliver a duly executed and properly

completed Internal Revenue Service Form W-9 to the Borrower at the time(s) and in the manner(s)described above with respect to the other forms referenced in this clause (d) above certifying that such

person is exempt from United States backup withholding tax on payments made hereunder under the

Program Documents; provided, however, that if the Lender is an "exempt recipient" within the meaning

of Treasury Regulations section 1.6049-4(c), it shall not be required to provide a Form W-9 except to the

extent required under Treasury Regulations section 1.1441-1. Notwithstanding any other provision of

this paragraph, the Lender shall not be required to deliver any form pursuant to this paragraph that it is

not legally able to deliver.

(e) If the Lender is entitled to an exemption from or reduction of non-U.S.

withholding tax under the law ofthe jurisdiction in which the Borrower is located, or any treaty to which

such jurisdiction is a party, with respect to payments under this Loan Agreement then the Lender shall

deliver to the Borrower, at the time or times prescribed by Applicable Law or reasonably requested by

the Borrower, such properly completed and executed documentation prescribed by Applicable Law aswill permit such payments to be made without withholding or at a reduced rate, provided that the Lender

is legally entitled to complete, execute and deliver such documentation and in the Lender's reasonable

judgment such completion, execution or submission would not materially prejudice the legal position of

the Lender.

(D If the Lender determines that it has received a refund, credit, or other reduction of

taxes in respect of any Non-Excluded Taxes or Other Taxes paid by the Borrower, which refund, credit

or other reduction is directly attributable to any Non-Excluded Taxes or Other Taxes paid by the

Borrower, the Lender shall within sixty (60) days from the date of actual receipt of such refund or the

tiling of the tax return in which such credit or other reduction results in a lower tax payment, pay over

such refund or the amount ofsuch tax reduction to the Borrower (but only to the extent of Non-Excluded

Taxes or Other Taxes paid by the BOlTower), net of all out of pocket expenses of such Person, and

without interest (other than interest paid by the relevant Governmental Authority with respect to suchrefund). Notwithstanding anything to the contrary in this Loan Agreement, upon the request of the

Lender, the Bon·ower agrees to repay any amount paid over to the BOlTower pursuant to the immediately

preceding sentence (plus penalties, interest, or other charges) if such Person is required to repay such

amount to the taxing Governmental Authority.

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CHRYSLER FINANCIAL COMMERCIAL CONFIDENTIAL INFORMATION
(a) Loan Agreement. The Lender shall have received this Loan Agreement, duly executed and delivered by a Responsible Person of the BOlTower.

(b) Additional Program Documents. The Lender shall have received the following documents, each of which shall be satisfactory to the Lender in fonn and substance:

(i) Notes. The original Notes, duly completed and executed; and

(ii) Program Documents. Each additional Program Document, duly executed and delivered by a Responsible Person of each of the parties thereto.

(c) Notice of Borrowing. The Lender shall have received a duly executed Notice of Borrowing.

(d) Organizational Documents. The Lender shall have received a certificate of a Responsible Person of each Program Party attesting to the validity of a good standing certificate and cel1ified copies of the charter and by-laws (or equivalent documents) of such Person and of all corporate or other authority for such Person with respect to the execution, delivery and perfonnance of the Program Documents and each other docmnent to be delivered by such Person from time to time in connection herewith (and the Lender may conclusively rely on such certificate until it receives notice in writing from the relevant Person to the contrary).

(e) Incumbency Certificate. The Lender shall have received an incumbency certificate of a secretary or assistant secretary of each Program Party certifying the names, true signatures and titles ofsuch Person's representatives duly authOlized to request an Advance hereunder, if applicable, and to execute the Program Documents and the other documents to be delivered in connection therewith.

(t) Other Cel1ificates. The Lender shall have received a certificate of a Responsible Person ofthe Borrower certifying that as ofthe Effective Date each of the representations and warranties set fOl1h in this Loan Agreement are true and accurate in all material respects (or, if any such representation or walTanty is expressly stated to have been made as of a specific date, as of such specific date) and no Default or Event of Default has occurred and is continuing.

(g) Legal Opinions. Legal opinions of counsel to the Program Pal1ies, each in fonn and substance satisfactory to the Lender.

(h) Collateral. The Indenture Trustee's interests in the Collateral shall be perfected and of first priority in accordance with Applicable Law, and shall be subject to no Liens other than those created under the Program Documents.

(i) Filings. Registrations. Recordings. Any documents (including, without limitation, financing statements) required to be filed, registered or recorded in order to perfect the Indenture Trustee's security interest in the Collateral, shall have been properly prepared and executed for

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CHRYSLER FINANCIAL COMMERCIAL CONFIDENTIAL INFORMATION

(a) Loan Agreement. The Lender shall have received this Loan Agreement, duly executed and delivered by a Responsible Person of the BOlTower.

(b) Additional Program Documents. The Lender shall have received the following documents, each of which shall be satisfactory to the Lender in fonn and substance:

(i) Notes. The original Notes, duly completed and executed; and

(ii) Program Documents. Each additional Program Document, duly executed and delivered by a Responsible Person of each of the parties thereto.

(c) Notice of Borrowing. The Lender shall have received a duly executed Notice of Borrowing.

(d) Organizational Documents. The Lender shall have received a certificate of a Responsible Person of each Program Party attesting to the validity of a good standing certificate and cel1ified copies of the charter and by-laws (or equivalent documents) of such Person and of all corporate or other authority for such Person with respect to the execution, delivery and perfonnance of the Program Documents and each other docmnent to be delivered by such Person from time to time in connection herewith (and the Lender may conclusively rely on such certificate until it receives notice in writing from the relevant Person to the contrary).

(e) Incumbency Certificate. The Lender shall have received an incumbency certificate of a secretary or assistant secretary of each Program Party certifying the names, true signatures and titles ofsuch Person's representatives duly authOlized to request an Advance hereunder, if applicable, and to execute the Program Documents and the other documents to be delivered in connection therewith.

(t) Other Cel1ificates. The Lender shall have received a certificate of a Responsible Person ofthe Borrower certifying that as ofthe Effective Date each of the representations and warranties set fOl1h in this Loan Agreement are true and accurate in all material respects (or, if any such representation or walTanty is expressly stated to have been made as of a specific date, as of such specific date) and no Default or Event of Default has occurred and is continuing.

(g) Legal Opinions. Legal opinions of counsel to the Program Pal1ies, each in fonn and substance satisfactory to the Lender.

(h) Collateral. The Indenture Trustee's interests in the Collateral shall be perfected and of first priority in accordance with Applicable Law, and shall be subject to no Liens other than those created under the Program Documents.

(i) Filings. Registrations. Recordings. Any documents (including, without limitation, financing statements) required to be filed, registered or recorded in order to perfect the Indenture Trustee's security interest in the Collateral, shall have been properly prepared and executed for

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CHRYSLER FINANCIAL COMMERCIAL CONFIDENTIAL INFORMATION
the Effective Date, and shall in all cases be satisfactory to the Lender.

(k) Lien Releases. With respect to the Collateral, evidence that all then-existing

Liens thereon have been released or will be released simultaneously with the funding of the initial

Advance.

(I) Fees and Expenses. The Lender shall have received all fees and expenses

required to be paid by the Borrower on or prior to the Effective Date.

(m) Consents, Licenses, Approvals, etc. The Lender shall have received copies

certified by each Program PaIty of all consents, licenses and approvals, if any, including, but not limited

to, consents and approvals of all relevant shareholders and members required in connection with the

execution, delivery and perfOlmance by each such Person of, and the validity and enforceability of, the

Program Documents, which consents, licenses and approvals shall be in full force and effect.

(n) Litigation. There shall exist no action, suit, investigation, litigation or proceeding

affecting any Program Party or any of its Subsidiaries pending or threatened before any Governmental

Authority that (i) could have a Material Adverse Effect or (ii) purports to challenge the legality, validity

or enforceability of any Program Document or the consummation of the transaction contemplated

hereby.

(0) Waivers.

(i) A waiver shall have been duly executed by the Company and delivered

to the Lender, in substantially the fmm attached hereto as Exhibit 0-1, releasing the

Lender from any claims that the Company may otherwise have as a result of (A) any

modifications to the terms of any Benefit Plans, anangements and agreements to

eliminate any provisions that would not be in compliance with the executive

compensation and corporate governance requirements of Section III of the EESA and

the executive compensation requirements of the Program Documents and (B) the

Company's failure to payor accrue any bonus or incentive compensation as a result of

any action referenced in the Program Documents;

(ii) A waiver shall have been duly executed by each SEO and delivered to

the Lender, in substantially the tonn attached hereto as Exhibit D-2, releasing the Lender

from any claims that any SEO may otherwise have as a result of any modifications to the

tenns of any Benefit Plans, arrangements and agreements to eliminate any provisions that

would not be in compliance with the executive compensation and corporate governance

requirements of Section III of the EESA and the executive compensation requirements

of the Program Documents;

(iii) A consent and waiver shall have been duly executed by each SEO and

delivered to the Company (with a copy to the Lender), in substantially the fonn attached

hereto as Exhibit D-3, releasing the Company from any claims that any SEO may

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CHRYSLER FINANCIAL COMMERCIAL CONFIDENTIAL INFORMATION

the Effective Date, and shall in all cases be satisfactory to the Lender.

(k) Lien Releases. With respect to the Collateral, evidence that all then-existing

Liens thereon have been released or will be released simultaneously with the funding of the initial

Advance.

(I) Fees and Expenses. The Lender shall have received all fees and expenses

required to be paid by the Borrower on or prior to the Effective Date.

(m) Consents, Licenses, Approvals, etc. The Lender shall have received copies

certified by each Program PaIty of all consents, licenses and approvals, if any, including, but not limited

to, consents and approvals of all relevant shareholders and members required in connection with the

execution, delivery and perfOlmance by each such Person of, and the validity and enforceability of, the

Program Documents, which consents, licenses and approvals shall be in full force and effect.

(n) Litigation. There shall exist no action, suit, investigation, litigation or proceeding

affecting any Program Party or any of its Subsidiaries pending or threatened before any Governmental

Authority that (i) could have a Material Adverse Effect or (ii) purports to challenge the legality, validity

or enforceability of any Program Document or the consummation of the transaction contemplated

hereby.

(0) Waivers.

(i) A waiver shall have been duly executed by the Company and delivered

to the Lender, in substantially the fmm attached hereto as Exhibit 0-1, releasing the

Lender from any claims that the Company may otherwise have as a result of (A) any

modifications to the terms of any Benefit Plans, anangements and agreements to

eliminate any provisions that would not be in compliance with the executive

compensation and corporate governance requirements of Section III of the EESA and

the executive compensation requirements of the Program Documents and (B) the

Company's failure to payor accrue any bonus or incentive compensation as a result of

any action referenced in the Program Documents;

(ii) A waiver shall have been duly executed by each SEO and delivered to

the Lender, in substantially the tonn attached hereto as Exhibit D-2, releasing the Lender

from any claims that any SEO may otherwise have as a result of any modifications to the

tenns of any Benefit Plans, arrangements and agreements to eliminate any provisions that

would not be in compliance with the executive compensation and corporate governance

requirements of Section III of the EESA and the executive compensation requirements

of the Program Documents;

(iii) A consent and waiver shall have been duly executed by each SEO and

delivered to the Company (with a copy to the Lender), in substantially the fonn attached

hereto as Exhibit D-3, releasing the Company from any claims that any SEO may

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CHRYSLER FINANCIAL COMMERCIAL CONFIDENTIAL INFORMATION
delivered to the Lender, in substantially the form attached hereto as Exhibit D-4,

releasing the Lender from any claims that any Senior Employees may otherwise have as a

result of the Company's failure to payor acerue any bonus or incentive compensation as

a result of any action referenced in the Program Documents; and

(v) A consent and waiver shall have been duly executed by each Senior

Employee and delivered to the Company (with a copy to the Lender), in substantially the

form attached hereto as Exhibit D-5, releasing the Company from any claims that any

Senior Employee may otherwise have as a result of the Company's failure to payor

accrue any bonus or incentive compensation as a result of any action referenced in the

Program Documents.

4.02 Initial and Subsequent Advances. Subject to the amendments, restatements,

supplements or other modifications in Section 4.02 of Appendix A, the making of each Advance to the

Borrower (including the initial Advance) on each Funding Date is subject to the following further

conditions precedent both immediately prior to the making of such Advance and also after giving effect

thereto and to the intended use thereof:

(a) no Default or Event of Default shall have occurred and be continuing;

(b) both immediately prior to the making of such Advance and also after giving

effect thereto and to the intended LIse thereof, the representations and warranties made by the Borrower

in Section 5 hereof, and by each Program Paliy in each of the other Program Documents, shall be true

and complete on and as ofthe date ofthe making ofsuch Advance in all material respects with the same

force and effect as if made on and as ofsuch date (or, if any such representation or warranty is expressly

stated to have been made as of a specific date, as ofsuch specific date). At the request ofthe Lender, the

Lender shall have received an officer's certificate signed by a Responsible Person of the Borrower

celtifying as to the truth and accuracy of the above, which certificate shall be in fonn and substance

acceptable to the Lender in its sole, reasonable discretion.;

(c) the aggregate principal amount of the Advances funded hereunder shall not

exceed the Maximum Loan Amount;

(d) subject to the Lender's right to perfonn one or more Due Diligence Reviews

pursuant to Section 8.15 hereof, the Lender shall have completed its due diligence review of such

documents, records, agreements, instruments, mortgaged properties or information relating to such

Advance as the Lender in its reasonable discretion deems appropriate to review and such review shall be

satisfactory to the Lender in its reasonable discretion;

(e) the Lender shall have received a Notice of Borrowing and all other documents

required under Section 2.03;

(t) the Lender shall have detelmined that all actions necessary or, in the opinion of

the Lender, desirable to maintain the Indenture Trustee's perfected interest in the Collateral have been

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CHRYSLER FINANCIAL COMMERCIAL CONFIDENTIAL INFORMATION

delivered to the Lender, in substantially the form attached hereto as Exhibit D-4,

releasing the Lender from any claims that any Senior Employees may otherwise have as a

result of the Company's failure to payor acerue any bonus or incentive compensation as

a result of any action referenced in the Program Documents; and

(v) A consent and waiver shall have been duly executed by each Senior

Employee and delivered to the Company (with a copy to the Lender), in substantially the

form attached hereto as Exhibit D-5, releasing the Company from any claims that any

Senior Employee may otherwise have as a result of the Company's failure to payor

accrue any bonus or incentive compensation as a result of any action referenced in the

Program Documents.

4.02 Initial and Subsequent Advances. Subject to the amendments, restatements,

supplements or other modifications in Section 4.02 of Appendix A, the making of each Advance to the

Borrower (including the initial Advance) on each Funding Date is subject to the following further

conditions precedent both immediately prior to the making of such Advance and also after giving effect

thereto and to the intended use thereof:

(a) no Default or Event of Default shall have occurred and be continuing;

(b) both immediately prior to the making of such Advance and also after giving

effect thereto and to the intended LIse thereof, the representations and warranties made by the Borrower

in Section 5 hereof, and by each Program Paliy in each of the other Program Documents, shall be true

and complete on and as ofthe date ofthe making ofsuch Advance in all material respects with the same

force and effect as if made on and as ofsuch date (or, if any such representation or warranty is expressly

stated to have been made as of a specific date, as ofsuch specific date). At the request ofthe Lender, the

Lender shall have received an officer's certificate signed by a Responsible Person of the Borrower

celtifying as to the truth and accuracy of the above, which certificate shall be in fonn and substance

acceptable to the Lender in its sole, reasonable discretion.;

(c) the aggregate principal amount of the Advances funded hereunder shall not

exceed the Maximum Loan Amount;

(d) subject to the Lender's right to perfonn one or more Due Diligence Reviews

pursuant to Section 8.15 hereof, the Lender shall have completed its due diligence review of such

documents, records, agreements, instruments, mortgaged properties or information relating to such

Advance as the Lender in its reasonable discretion deems appropriate to review and such review shall be

satisfactory to the Lender in its reasonable discretion;

(e) the Lender shall have received a Notice of Borrowing and all other documents

required under Section 2.03;

(t) the Lender shall have detelmined that all actions necessary or, in the opinion of

the Lender, desirable to maintain the Indenture Trustee's perfected interest in the Collateral have been

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CHRYSLER FINANCIAL COMMERCIAL CONFIDENTIAL INFORMATION
(h) the Lender or its designee shall have received any other documents reasonably

requested by the Lender and the Borrower shall have provided such documents within a reasonable

period of time atter such request; and

(i) each Program Party shall have performed (to the satisfaction of the Lender) all

other conditions to the making of an Advance reasonably requested by the Lender.

Each request for a bOiTowing by the Borrower hereunder shall constitute a cel1ification by the Bon"ower

to the effect set forth in this Section (both as of the date of such notice, request or confirmation and as of

the date ofsuch borrowing).

SECTION 5. REPRESENTATlONS AND WARRANTIES. The BOITower

represents and warrants to the Lender that as ofthe Effective Date and as of each Funding Date:

5.01 Existence. The Borrower (a) is a corporation, limited partnership, statutory trust

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

jurisdiction of its organization, (b) has all requisite corporate or other power, and has all governmental

licenses, authorizations, consents and approvals, necessary to own its assets and calTY on its business as

now being or as proposed to be conducted, except where the lack of such licenses, authorizations,

consents and approvals would not be reasonably likely to have a Material Adverse Effect, (c) is qualified

to do business and is in good standing in all other jurisdictions in which the nature of the business

conducted by it makes such qualification necessary, except where failure so to qualify would not be

reasonably likely (either individually or in the aggregate) to have a Material Adverse Effect, (d) is in

compliance in all material respects with all Requirements of Law and (e) is a "registered organization"

under Article 9 ofthe Uniform Commercial Code as in effect in the jurisdiction of its organization

5.02 [RESERVED]5.03 Litigation. There are no actions, suits, arbitrations, investigations or proceedings

pending or, to its knowledge, threatened against the Borrower or affecting any of the BOlTower's property

before any Governmental Authority, (i) as to which individually or in the aggregate there is a reasonable

likelihood of an adverse decision which could reasonably be expected to have a Material Adverse Effect

or (ii) which questions the validity or enforceability of this Loan Agreement or any of the other Program

Documents or any action to be taken in connection with the transactions contemplated hereby or thereby

and could reasonably be expected to have a Material Adverse Effect or adverse decision.

5.04 No Breach. Neither the execution and delivery of the Program Documents nor

the consummation of the transactions therein contemplated in compliance with the telms and provisions

thereof will (a) contlict with or result in a breach of (i) the charter, trust agreement, by laws, operating

agreement or similar other organizational documents of the Borrower, (ii) any Requirement of Law, (iii)

any Applicable Law, rule or regulation, or any order, writ, injunction or decree of any Governmental

Authority, (iv) any material Contractual Obligation to which the Borrower is a party or by which it or any

of its Property is bound or to which it or any of its Property is subject, or (b) constitute a default under

any such Contractual Obligation, or (c) (except for the Liens created pursuant to the Program Documents)

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CHRYSLER FINANCIAL COMMERCIAL CONFIDENTIAL INFORMATION

(h) the Lender or its designee shall have received any other documents reasonably

requested by the Lender and the Borrower shall have provided such documents within a reasonable

period of time atter such request; and

(i) each Program Party shall have performed (to the satisfaction of the Lender) all

other conditions to the making of an Advance reasonably requested by the Lender.

Each request for a bOiTowing by the Borrower hereunder shall constitute a cel1ification by the Bon"ower

to the effect set forth in this Section (both as of the date of such notice, request or confirmation and as of

the date ofsuch borrowing).

SECTION 5. REPRESENTATlONS AND WARRANTIES. The BOITower

represents and warrants to the Lender that as ofthe Effective Date and as of each Funding Date:

5.01 Existence. The Borrower (a) is a corporation, limited partnership, statutory trust

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

jurisdiction of its organization, (b) has all requisite corporate or other power, and has all governmental

licenses, authorizations, consents and approvals, necessary to own its assets and calTY on its business as

now being or as proposed to be conducted, except where the lack of such licenses, authorizations,

consents and approvals would not be reasonably likely to have a Material Adverse Effect, (c) is qualified

to do business and is in good standing in all other jurisdictions in which the nature of the business

conducted by it makes such qualification necessary, except where failure so to qualify would not be

reasonably likely (either individually or in the aggregate) to have a Material Adverse Effect, (d) is in

compliance in all material respects with all Requirements of Law and (e) is a "registered organization"

under Article 9 ofthe Uniform Commercial Code as in effect in the jurisdiction of its organization

5.02 [RESERVED]5.03 Litigation. There are no actions, suits, arbitrations, investigations or proceedings

pending or, to its knowledge, threatened against the Borrower or affecting any of the BOlTower's property

before any Governmental Authority, (i) as to which individually or in the aggregate there is a reasonable

likelihood of an adverse decision which could reasonably be expected to have a Material Adverse Effect

or (ii) which questions the validity or enforceability of this Loan Agreement or any of the other Program

Documents or any action to be taken in connection with the transactions contemplated hereby or thereby

and could reasonably be expected to have a Material Adverse Effect or adverse decision.

5.04 No Breach. Neither the execution and delivery of the Program Documents nor

the consummation of the transactions therein contemplated in compliance with the telms and provisions

thereof will (a) contlict with or result in a breach of (i) the charter, trust agreement, by laws, operating

agreement or similar other organizational documents of the Borrower, (ii) any Requirement of Law, (iii)

any Applicable Law, rule or regulation, or any order, writ, injunction or decree of any Governmental

Authority, (iv) any material Contractual Obligation to which the Borrower is a party or by which it or any

of its Property is bound or to which it or any of its Property is subject, or (b) constitute a default under

any such Contractual Obligation, or (c) (except for the Liens created pursuant to the Program Documents)

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CHRYSLER FINANCIAL COMMERCIAL CONFIDENTIAL INFORMATION
its part; and each Program Document has been duly and validly executed and delivered by the Borrower

and constitutes a legal, valid and binding obligation of all of the Borrower, enforceable against it in

accordance with its terms, subject to the Bankruptcy Exceptions.

5.06 Approvals. No authorizations, approvals or consents of, and no filings or

registrations with, any Governmental Authority, or any other Person, are necessary for the execution,

delivery or perfonnance by the Borrower ofthe Program Documents to which it is a party for the legality,

validity or enforceability thereoC except for filings and recordings or other actions in respect of the Liens

created pursuant to the Program Documents unless the same has already been obtained and provided to

the Lender.

5.07 Taxes. The Borrower has filed all Federal income tax returns and all other

material tax returns that are required to be filed by it and has paid all Federal and material State and local

taxes due pursuant to such returns or pursuant to any assessment received by it, except for any such taxes,

if any, that are being appropriately contested in good faith by appropriate proceedings diligently

conducted and with respect to which adequate reserves have been provided. The charges, accruals and

reserves on the books of the BOlTower in respect of taxes and other governmental charges are, in the

opinion of the Borrower, adequate. Any taxes, fees and other governmental charges payable by the

Borrower in connection with the Advances and the execution and delivery of the Program Documents

have been paid.

5.08 Investment CompanY Act. The Borrower is not required to register as an

"investment company", and is not a company "controlled" by a Person required to register as an

"investment company", within the meaning of the Investment Company Act of 1940, as amended. The

Borrower is not subject to any Federal or state statute or regulation which limits its ability to incur

Indebtedness.

5.09 No Default. The Borrower is not in default under or with respect to any of its

Contractual Obligations in any respect which could reasonably be expected to have a Material Adverse

Effect. No Default or Event of Default has OCCUlTed and is continuing.

5.10 Chief Executive Office: Chief Operating Office. The chief executive office

and the chief operating office on the Effective Date for the Borrower is located in Delaware.

5.1 t Location of Books and Records. The locations where the Seller keeps the

Receivables Files relating the Designated Receivables and the Related Property with respect thereto are

3433 Progress Drive, Bensalem, PA 19020, 1202 Avenue R, Grand Prairie, TX 75050 and 9750 Goethe

Road, Sacramento, CA 95827.

5.12 True and Complete Disclosure. The infonnation, repotts, financial statements,

exhibits and schedules furnished by or on behalf of the Borrower to the Lender or its agents or

representatives in connection with the negotiation, preparation or delivery of this Loan Agreement and the

other Program Documents or included herein or therein or delivered pursuant hereto or thereto, when

taken as a whole, do not contain any untrue statement of material fact or omit to state any material fact

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CHRYSLER FINANCIAL COMMERCIAL CONFIDENTIAL INFORMATION

its part; and each Program Document has been duly and validly executed and delivered by the Borrower

and constitutes a legal, valid and binding obligation of all of the Borrower, enforceable against it in

accordance with its terms, subject to the Bankruptcy Exceptions.

5.06 Approvals. No authorizations, approvals or consents of, and no filings or

registrations with, any Governmental Authority, or any other Person, are necessary for the execution,

delivery or perfonnance by the Borrower ofthe Program Documents to which it is a party for the legality,

validity or enforceability thereoC except for filings and recordings or other actions in respect of the Liens

created pursuant to the Program Documents unless the same has already been obtained and provided to

the Lender.

5.07 Taxes. The Borrower has filed all Federal income tax returns and all other

material tax returns that are required to be filed by it and has paid all Federal and material State and local

taxes due pursuant to such returns or pursuant to any assessment received by it, except for any such taxes,

if any, that are being appropriately contested in good faith by appropriate proceedings diligently

conducted and with respect to which adequate reserves have been provided. The charges, accruals and

reserves on the books of the BOlTower in respect of taxes and other governmental charges are, in the

opinion of the Borrower, adequate. Any taxes, fees and other governmental charges payable by the

Borrower in connection with the Advances and the execution and delivery of the Program Documents

have been paid.

5.08 Investment CompanY Act. The Borrower is not required to register as an

"investment company", and is not a company "controlled" by a Person required to register as an

"investment company", within the meaning of the Investment Company Act of 1940, as amended. The

Borrower is not subject to any Federal or state statute or regulation which limits its ability to incur

Indebtedness.

5.09 No Default. The Borrower is not in default under or with respect to any of its

Contractual Obligations in any respect which could reasonably be expected to have a Material Adverse

Effect. No Default or Event of Default has OCCUlTed and is continuing.

5.10 Chief Executive Office: Chief Operating Office. The chief executive office

and the chief operating office on the Effective Date for the Borrower is located in Delaware.

5.1 t Location of Books and Records. The locations where the Seller keeps the

Receivables Files relating the Designated Receivables and the Related Property with respect thereto are

3433 Progress Drive, Bensalem, PA 19020, 1202 Avenue R, Grand Prairie, TX 75050 and 9750 Goethe

Road, Sacramento, CA 95827.

5.12 True and Complete Disclosure. The infonnation, repotts, financial statements,

exhibits and schedules furnished by or on behalf of the Borrower to the Lender or its agents or

representatives in connection with the negotiation, preparation or delivery of this Loan Agreement and the

other Program Documents or included herein or therein or delivered pursuant hereto or thereto, when

taken as a whole, do not contain any untrue statement of material fact or omit to state any material fact

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CHRYSLER FINANCIAL COMMERCIAL CONFIDENTIAL INFORMATION
known to a Responsible Person of the BOlTower that, after due inquiry, could reasonably be expected to

have a Material Adverse Effect that has not been disclosed herein, in the other Program Documents or in

a repol1, financial statement, exhibit, schedule, disclosure letter or other writing furnished to the Lender

for use in connection with the transactions contemplated hereby or thereby.

5.13 Capitalization. All of the Equity Interests in the BOlTower have always been

owned by the Person set fOl1h in Appendix A and such Equity Interests have never been subject to any

Liens.

5.14 Fraudulent Conveyance. The BOlTower acknowledges that it will benefit from

the Advances contemplated by this Loan Agreement. The BOlTower is not inculTing Indebtedness or

pledging any Collateral with any intent to hinder, delay or defraud any of its creditors.

5.15 USA PATRIOT Act.

(a) The BOlTower represents and walTants that neither it nor any of its respective

Affiliates over which it exercises management control (a "Controlled Affiliate") is a Prohibited Person,

and such Controlled Affiliates are in compliance with all applicable orders, rules, regulations and

recommendations of OFAC

(b) The BOlTower represents and walTants that neither it nor any of its members,

directors, officers, employees, parents, Subsidiaries or Affiliates: (l) is subject to U.S. or multilateral

economic or trade sanctions cUlTently in force; (2) is owned or controlled by, or act on behalf of, any

governments, corporations, entities or individuals that are subject to U.S. or multilateral economic or

trade sanctions cUlTently in force; (3) is a Prohibited Person or is otherwise named, identified or

described on any blocked persons list, designated nationals list, denied persons list, entity list, debalTed

party list, unverified list, sanctions list or other list of individuals or entities with whom U.S. persons

may not conduct business, including but not limited to lists published or maintained by OFAC, lists

published or maintained by the U.S. Department of Commerce, and lists published or maintained by the

U.S. Department of State.

(c) None of the Collateral is traded or used, directly or indirectly by a Prohibited

Person or organized in a Prohibited Jurisdiction.

(d) The Bon'ower has established an anti-money laundering compliance program as

required by all applicable anti-money laundering laws and regulations, including without limitation the

Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct

Terrorism Act onOOI (Public Law 107-56) (the "USA PATRIOT Act") (collectively, the "Anti-Money

Laundering Laws").

5.16 Embargoed Person. As of the date hereof and at all times throughout the term

of any Advance, (a) none of the BOITower's funds or other assets constitute property of, or are

beneficially owned, directly or indirectly, by any person, entity or government subject to trade restrictions

under U.S. law, including but not limited to, the International Emergency Economic Powers Act, 50

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CHRYSLER FINANCIAL COMMERCIAL CONFIDENTIAL INFORMATION

known to a Responsible Person of the BOlTower that, after due inquiry, could reasonably be expected to

have a Material Adverse Effect that has not been disclosed herein, in the other Program Documents or in

a repol1, financial statement, exhibit, schedule, disclosure letter or other writing furnished to the Lender

for use in connection with the transactions contemplated hereby or thereby.

5.13 Capitalization. All of the Equity Interests in the BOlTower have always been

owned by the Person set fOl1h in Appendix A and such Equity Interests have never been subject to any

Liens.

5.14 Fraudulent Conveyance. The BOlTower acknowledges that it will benefit from

the Advances contemplated by this Loan Agreement. The BOlTower is not inculTing Indebtedness or

pledging any Collateral with any intent to hinder, delay or defraud any of its creditors.

5.15 USA PATRIOT Act.

(a) The BOlTower represents and walTants that neither it nor any of its respective

Affiliates over which it exercises management control (a "Controlled Affiliate") is a Prohibited Person,

and such Controlled Affiliates are in compliance with all applicable orders, rules, regulations and

recommendations of OFAC

(b) The BOlTower represents and walTants that neither it nor any of its members,

directors, officers, employees, parents, Subsidiaries or Affiliates: (l) is subject to U.S. or multilateral

economic or trade sanctions cUlTently in force; (2) is owned or controlled by, or act on behalf of, any

governments, corporations, entities or individuals that are subject to U.S. or multilateral economic or

trade sanctions cUlTently in force; (3) is a Prohibited Person or is otherwise named, identified or

described on any blocked persons list, designated nationals list, denied persons list, entity list, debalTed

party list, unverified list, sanctions list or other list of individuals or entities with whom U.S. persons

may not conduct business, including but not limited to lists published or maintained by OFAC, lists

published or maintained by the U.S. Department of Commerce, and lists published or maintained by the

U.S. Department of State.

(c) None of the Collateral is traded or used, directly or indirectly by a Prohibited

Person or organized in a Prohibited Jurisdiction.

(d) The Bon'ower has established an anti-money laundering compliance program as

required by all applicable anti-money laundering laws and regulations, including without limitation the

Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct

Terrorism Act onOOI (Public Law 107-56) (the "USA PATRIOT Act") (collectively, the "Anti-Money

Laundering Laws").

5.16 Embargoed Person. As of the date hereof and at all times throughout the term

of any Advance, (a) none of the BOITower's funds or other assets constitute property of, or are

beneficially owned, directly or indirectly, by any person, entity or government subject to trade restrictions

under U.S. law, including but not limited to, the International Emergency Economic Powers Act, 50

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CHRYSLER FINANCIAL COMMERCIAL CONFIDENTIAL INFORMATION
and (ii) the USA PATRIOT Act, with the result that the investment in the Borrower (whether directly or

indirectly), is prohibited by law or any Advance made by the Lender is in violation of law ("Embargoed

Person"); (b) no Embargoed Person has any interest of any nature whatsoever in it with the result that the

investment in it (whether directly or indirectly), is prohibited by law or any Advance is in violation of

law; (c) none of its funds have been derived from any unlawful activity with the result that the investment

in it (whether directly or indirectly), is prohibited by law or any Advances is in violation of law; and (d)

neither it nor any of its Affiliates (i) is or will become a "blocked person" as described in the Executive

Order, the Trading With the Enemy Act or the Foreign Assets Control Regulations or (ii) engages or will

engage in any dealings or transactions, or be otherwise associated, with any such "blocked person". For

purposes of determining whether or not a representation with respect to any indirect ownership is true or a

covenant is being complied with under this Section 6.20, the Borrower shall not be required to make any

investigation into (i) the ownership of publicly traded stock or other publicly traded securities or (ii) the

ownership of assets by a collective investment fund that holds assets for employee benefit plans or

retirement arrangements.

5.17 Borrowing for Own Benefit. The Borrower will use the proceeds of the

Advances solely as set fOlih in Section 2.08 and the use of the Advances will comply with all Applicable

Laws, including money laundering laws. No portion of any Advance is to be used, for the "purpose of

purchasing or calTying" any "margin stock" as such terms are used in Regulations U and X of the Board,

as amended, and the Borrower is not engaged in the business of extending credit to others for such

purpose.

5.18 Survival of Representations and Warranties. The Borrower agrees that all of

its representations and warranties set fOlih in this Section 5 and elsewhere in this Loan Agreement and in

the other Program Documents shall survive for so long as the Obligations owed to Lender are

outstanding. All representations, warranties, covenants and agreements made in this Loan Agreement or

in the other Program Documents by the Bon"ower shall be deemed to have been relied upon by the Lender

notwithstanding any investigation heretofore or hereafter made by the Lender or on their behalf.

5.19 Additional Representations and Warranties. Additional representations and

warranties, and amendments, restatements, supplements or other modifications to those in this Section 5may be set fOlih in Section 5 of Appendix A.

SECTION 6. AFFIRMATIVE AND FINANCIAL COVENANTS OF THE

BORROWER.

Subject to the amendments, restatements, supplements or other modifications in Section 6

of Appendix A, the Borrower covenants and agrees with the Lender that, so long as any Advance is

outstanding and until payment in full of all Obligations:

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CHRYSLER FINANCIAL COMMERCIAL CONFIDENTIAL INFORMATION

and (ii) the USA PATRIOT Act, with the result that the investment in the Borrower (whether directly or

indirectly), is prohibited by law or any Advance made by the Lender is in violation of law ("Embargoed

Person"); (b) no Embargoed Person has any interest of any nature whatsoever in it with the result that the

investment in it (whether directly or indirectly), is prohibited by law or any Advance is in violation of

law; (c) none of its funds have been derived from any unlawful activity with the result that the investment

in it (whether directly or indirectly), is prohibited by law or any Advances is in violation of law; and (d)

neither it nor any of its Affiliates (i) is or will become a "blocked person" as described in the Executive

Order, the Trading With the Enemy Act or the Foreign Assets Control Regulations or (ii) engages or will

engage in any dealings or transactions, or be otherwise associated, with any such "blocked person". For

purposes of determining whether or not a representation with respect to any indirect ownership is true or a

covenant is being complied with under this Section 6.20, the Borrower shall not be required to make any

investigation into (i) the ownership of publicly traded stock or other publicly traded securities or (ii) the

ownership of assets by a collective investment fund that holds assets for employee benefit plans or

retirement arrangements.

5.17 Borrowing for Own Benefit. The Borrower will use the proceeds of the

Advances solely as set fOlih in Section 2.08 and the use of the Advances will comply with all Applicable

Laws, including money laundering laws. No portion of any Advance is to be used, for the "purpose of

purchasing or calTying" any "margin stock" as such terms are used in Regulations U and X of the Board,

as amended, and the Borrower is not engaged in the business of extending credit to others for such

purpose.

5.18 Survival of Representations and Warranties. The Borrower agrees that all of

its representations and warranties set fOlih in this Section 5 and elsewhere in this Loan Agreement and in

the other Program Documents shall survive for so long as the Obligations owed to Lender are

outstanding. All representations, warranties, covenants and agreements made in this Loan Agreement or

in the other Program Documents by the Bon"ower shall be deemed to have been relied upon by the Lender

notwithstanding any investigation heretofore or hereafter made by the Lender or on their behalf.

5.19 Additional Representations and Warranties. Additional representations and

warranties, and amendments, restatements, supplements or other modifications to those in this Section 5may be set fOlih in Section 5 of Appendix A.

SECTION 6. AFFIRMATIVE AND FINANCIAL COVENANTS OF THE

BORROWER.

Subject to the amendments, restatements, supplements or other modifications in Section 6

of Appendix A, the Borrower covenants and agrees with the Lender that, so long as any Advance is

outstanding and until payment in full of all Obligations:

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CHRYSLER FINANCIAL COMMERCIAL CONFIDENTIAL INFORMATION
publicly filed material agreement;

(b) Litigation. Promptly after a Responsible Person of the Bon-ower obtains

knowledge of any action, suit or proceeding instituted by or against the Borrower in any federal or state

court or before any commission, regulatory body or Governmental Authority, the BOlTower shall furnish

to the Lender notice ofsuch action, suit or proceeding;

(c) Material Adverse Effect on Collateral. Promptly, but not later than when the

next Monthly Settlement Statement is due, upon the Borrower becoming aware of any default or any

event or change in circumstances related to the Collateral which, in each case, could reasonably be

expected to have a Material Adverse Effect;

(d) Change of Control. The Bon-ower shall furnish the Lender notice of any Change

of Control prior to the occun-ence ofsuch event;

(e) Judgment. Promptly upon the entry of a judgment or decree against the

Bon-ower;

(D Change in Accounting Policies. Promptly upon any material change III

accounting policies or financial reporting practices ofthe Bon-ower;

(g) Organizational Documents. Promptly upon any material amendment to its

organizational documents and copies ofsuch amendments;

Each notice pursuant to this Section 6.02 shall be accompanied by a certificate signed by a Responsible

Person of the BOITower setting forth details of the occun-ence refened to therein and stating what action

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

6.03 IReservedl

6.04 Use of Proceeds. The BOlTower will use the proceeds of each Advance as set

forth in Section 2.08 of Appendix A.

6.05 Further Identification of Collateral. The BOlTower will furnish to the Lender

from time to time statements and schedules fUlther identifying and describing the Collateral and such

other repolts in connection with the Collateral as the Lender may reasonably request, all in reasonable

detail.

6.06 Maintenance of Licenses. The BOITower shall (i) maintain all licenses, permits,

authorizations or other approvals necessary to conduct its business and to perfonn its obligations under

the Program Documents, (ii) remain in good standing under the laws of the jurisdiction of its

organization, and in each other jurisdiction where such qualification and good standing are necessary for

the successful operation of its business, and (iii) shall conduct its business in accordance with Applicable

Law in all material respects.

- 18 -

CHRYSLER FINANCIAL COMMERCIAL CONFIDENTIAL INFORMATION

publicly filed material agreement;

(b) Litigation. Promptly after a Responsible Person of the Bon-ower obtains

knowledge of any action, suit or proceeding instituted by or against the Borrower in any federal or state

court or before any commission, regulatory body or Governmental Authority, the BOlTower shall furnish

to the Lender notice ofsuch action, suit or proceeding;

(c) Material Adverse Effect on Collateral. Promptly, but not later than when the

next Monthly Settlement Statement is due, upon the Borrower becoming aware of any default or any

event or change in circumstances related to the Collateral which, in each case, could reasonably be

expected to have a Material Adverse Effect;

(d) Change of Control. The Bon-ower shall furnish the Lender notice of any Change

of Control prior to the occun-ence ofsuch event;

(e) Judgment. Promptly upon the entry of a judgment or decree against the

Bon-ower;

(D Change in Accounting Policies. Promptly upon any material change III

accounting policies or financial reporting practices ofthe Bon-ower;

(g) Organizational Documents. Promptly upon any material amendment to its

organizational documents and copies ofsuch amendments;

Each notice pursuant to this Section 6.02 shall be accompanied by a certificate signed by a Responsible

Person of the BOITower setting forth details of the occun-ence refened to therein and stating what action

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

6.03 IReservedl

6.04 Use of Proceeds. The BOlTower will use the proceeds of each Advance as set

forth in Section 2.08 of Appendix A.

6.05 Further Identification of Collateral. The BOlTower will furnish to the Lender

from time to time statements and schedules fUlther identifying and describing the Collateral and such

other repolts in connection with the Collateral as the Lender may reasonably request, all in reasonable

detail.

6.06 Maintenance of Licenses. The BOITower shall (i) maintain all licenses, permits,

authorizations or other approvals necessary to conduct its business and to perfonn its obligations under

the Program Documents, (ii) remain in good standing under the laws of the jurisdiction of its

organization, and in each other jurisdiction where such qualification and good standing are necessary for

the successful operation of its business, and (iii) shall conduct its business in accordance with Applicable

Law in all material respects.

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CHRYSLER FINANCIAL COMMERCIAL CONFIDENTIAL INFORMATION
6.08 Investment Company. The BOITower will conduct its operations in a manner

which will not subject it to registration as an "investment company" as such telm is defined in the

Investment Company Act of 1940, as amended trom time to time.

6.09 Due Diligence. The BOITower acknowledges that the Lender, at the expense of

the BOITower, has the right to perform continuing Due Diligence Reviews as set forth in Section 8.15 and

will assist the Lender in the performance ofthe Due Diligence Review as set forth in Section 8.15.

6.10 Provide Additional Information. The BOITower shall, promptly, from time to

time and upon request of the Lender, furnish to the Lender such information, documents, records or

rep0l1s with respect to the Collateral, the Indebtedness of the Borrower or the corporate affairs, conditions

or operations, financial or otherwise, of the BOITower as the Lender may reasonably request, including

without limitation, providing to the Lender reasonably detailed information with respect to each inquiry

ofthe Lender raised with the BOITower prior to the Effective Date.

SECTION 7. NEGATlVE COVENANTS OF THE BORROWER.

Subject to the amendments, restatements, supplements or other modifications in Section 7 of

Appendix A, the BOITower covenants and agrees that, so long as any Obligations owed to the Lender are

outstanding, the BOITower will abide by the following negative covenants:

7.01 No Amendment or Waiver. The BOITower shall not amend, modify, terminate

or waive any provision of any contract to which the BOITower is a party or its organizational documents in

any manner which could reasonably be expected to have a Material Adverse Effect on the rights and

remedies of the Lender under any Program Document or the value of the Collateral taken as a whole

without the prior written consent ofthe Lender.

7.02 Change of Fiscal Year. The BOITower will not at any time, directly or

indirectly, except upon ninety (90) days' prior written notice to the Lender, change the date on which its

fiscal year begins from its current fiscal year beginning date.

SECTION 8. MISCELLANEOUS.

8.01 Waiver. No failure or delay on the pal1 of the Lender to exercise, and no course

of dealing with respect to, any right, power, privilege or remedy under any Program Document shall

operate as a waiver thereoC nor shall any single or partial exercise by the Lender of any right, power,

privilege or remedy under any Program Document preclude any other or further exercise thereof or the

exercise of any other right, power, privilege or remedy. All rights, powers, privileges and remedies of the

Lender provided for herein are cumulative and in addition to any and all other rights, powers, privileges

and remedies provided by law, the Program Documents and the other instruments and agreements

contemplated hereby and thereby, and are not conditional or contingent on any attempt by the Lender to

exercise any of its rights under any other related document. The Lender may exercise at any time after

the occurrence of an Event of Default one or more remedies, as it so desires, and may thereafter at any

time and from time to time exercise any other remedy or remedies.

- 19 -

CHRYSLER FINANCIAL COMMERCIAL CONFIDENTIAL INFORMATION

6.08 Investment Company. The BOITower will conduct its operations in a manner

which will not subject it to registration as an "investment company" as such telm is defined in the

Investment Company Act of 1940, as amended trom time to time.

6.09 Due Diligence. The BOITower acknowledges that the Lender, at the expense of

the BOITower, has the right to perform continuing Due Diligence Reviews as set forth in Section 8.15 and

will assist the Lender in the performance ofthe Due Diligence Review as set forth in Section 8.15.

6.10 Provide Additional Information. The BOITower shall, promptly, from time to

time and upon request of the Lender, furnish to the Lender such information, documents, records or

rep0l1s with respect to the Collateral, the Indebtedness of the Borrower or the corporate affairs, conditions

or operations, financial or otherwise, of the BOITower as the Lender may reasonably request, including

without limitation, providing to the Lender reasonably detailed information with respect to each inquiry

ofthe Lender raised with the BOITower prior to the Effective Date.

SECTION 7. NEGATlVE COVENANTS OF THE BORROWER.

Subject to the amendments, restatements, supplements or other modifications in Section 7 of

Appendix A, the BOITower covenants and agrees that, so long as any Obligations owed to the Lender are

outstanding, the BOITower will abide by the following negative covenants:

7.01 No Amendment or Waiver. The BOITower shall not amend, modify, terminate

or waive any provision of any contract to which the BOITower is a party or its organizational documents in

any manner which could reasonably be expected to have a Material Adverse Effect on the rights and

remedies of the Lender under any Program Document or the value of the Collateral taken as a whole

without the prior written consent ofthe Lender.

7.02 Change of Fiscal Year. The BOITower will not at any time, directly or

indirectly, except upon ninety (90) days' prior written notice to the Lender, change the date on which its

fiscal year begins from its current fiscal year beginning date.

SECTION 8. MISCELLANEOUS.

8.01 Waiver. No failure or delay on the pal1 of the Lender to exercise, and no course

of dealing with respect to, any right, power, privilege or remedy under any Program Document shall

operate as a waiver thereoC nor shall any single or partial exercise by the Lender of any right, power,

privilege or remedy under any Program Document preclude any other or further exercise thereof or the

exercise of any other right, power, privilege or remedy. All rights, powers, privileges and remedies of the

Lender provided for herein are cumulative and in addition to any and all other rights, powers, privileges

and remedies provided by law, the Program Documents and the other instruments and agreements

contemplated hereby and thereby, and are not conditional or contingent on any attempt by the Lender to

exercise any of its rights under any other related document. The Lender may exercise at any time after

the occurrence of an Event of Default one or more remedies, as it so desires, and may thereafter at any

time and from time to time exercise any other remedy or remedies.

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CHRYSLER FINANCIAL COMMERCIAL CONFIDENTIAL INFORMATION
page to the Loan Agreement, or at such other address as shall be designated by such party in a written

notice to each other patty. Except as otherwise provided in this Loan Agreement and except for notices

given under Section 2 (which shall be effective only on receipt), all such communications to the Lender

shall be deemed to have been duly given when transmitted by telecopier or Electronic Transmission or

personally delivered or, in the case of a mailed notice, upon receipt, in each case given or addressed as

aforesaid.

8.03 Indemnification and Expenses.

(a) The Borrower agrees to hold the Lender, and its Affiliates and their officers,

directors, employees, agents and advisors (each an "Indemnified Pmty") harmless from and indemnify

any Indemnified Party against any and all claims, suits, actions, proceedings, obligations, liabilities

(including, without limitation, strict liabilities) and debts, and all losses, actual damages, judgments,

awards, amounts paid in settlement of whatever kind or nature, fines, penalties, charges, costs and

expenses of any kind (including, but not limited to, reasonable attorneys' fees and other costs of

defense), which may be imposed on, incurred by or asserted against such Indemnified Party

(collectively, the "Costs") relating to or arising out of this Loan Agreement, the Notes, any other

Program Document or any transaction contemplated hereby or thereby, or any amendment, supplement

or modification of, or any waiver or consent under or in respect of, this Loan Agreement, the Notes, any

other Program Document or any transaction contemplated hereby or thereby, that, in each case, results

from anything other than any Indemnified Party's gross negligence or willful misconduct. Without

limiting the generality of the foregoing, the BotTower agrees to hold any Indemnified Paity harmless

from and indemnify such Indemnified Party against all costs with respect to or arising out of any

violation or alleged violation of any rule or regulation or any other laws, that, in each case, results from

anything other than such Indemnified Party's gross negligence or willful misconduct. In any suit,

proceeding or action brought by an Indemnified Party in connection with any Collateral for any sum

owing thereunder, or to enforce any provisions of any Program Document, the Borrower will save,

indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage

suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever

of the account debtor or obligor thereunder, arising out of a breach by the Borrower of any obligation

thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in

favor of such account debtor or obligor or its successors from the Borrower. The BOITower also agrees

to reimburse an Indemnified Party as and when billed by such Indemnified Patty for all such

Indemnified Party's reasonable costs and expenses incurred in connection with the enforcement or the

preservation of such Indemnified Party's rights under this Loan Agreement, the Notes, any other

Program Document or any transaction contemplated hereby or thereby, including without limitation the

reasonable fces and disbursements of its counsel.

(b) The BOITower agrees to pay as and when billed by the Lender all of the

reasonable out-of pocket costs and expenses incuned by the Lender in connection with the development,

preparation and execution of, and any amendment, supplement or modification to, this Loan Agreement,

the Notes, any other Program Document or any other documents prepared in connection herewith or

therewith. The Borrower agrees to pay as and when billed by the Lender all of the out-of-pocket costs

and expenses incurred in connection with the consummation and administration of the transactions

- 20-

CHRYSLER FINANCIAL COMMERCIAL CONFIDENTIAL INFORMATION

page to the Loan Agreement, or at such other address as shall be designated by such party in a written

notice to each other patty. Except as otherwise provided in this Loan Agreement and except for notices

given under Section 2 (which shall be effective only on receipt), all such communications to the Lender

shall be deemed to have been duly given when transmitted by telecopier or Electronic Transmission or

personally delivered or, in the case of a mailed notice, upon receipt, in each case given or addressed as

aforesaid.

8.03 Indemnification and Expenses.

(a) The Borrower agrees to hold the Lender, and its Affiliates and their officers,

directors, employees, agents and advisors (each an "Indemnified Pmty") harmless from and indemnify

any Indemnified Party against any and all claims, suits, actions, proceedings, obligations, liabilities

(including, without limitation, strict liabilities) and debts, and all losses, actual damages, judgments,

awards, amounts paid in settlement of whatever kind or nature, fines, penalties, charges, costs and

expenses of any kind (including, but not limited to, reasonable attorneys' fees and other costs of

defense), which may be imposed on, incurred by or asserted against such Indemnified Party

(collectively, the "Costs") relating to or arising out of this Loan Agreement, the Notes, any other

Program Document or any transaction contemplated hereby or thereby, or any amendment, supplement

or modification of, or any waiver or consent under or in respect of, this Loan Agreement, the Notes, any

other Program Document or any transaction contemplated hereby or thereby, that, in each case, results

from anything other than any Indemnified Party's gross negligence or willful misconduct. Without

limiting the generality of the foregoing, the BotTower agrees to hold any Indemnified Paity harmless

from and indemnify such Indemnified Party against all costs with respect to or arising out of any

violation or alleged violation of any rule or regulation or any other laws, that, in each case, results from

anything other than such Indemnified Party's gross negligence or willful misconduct. In any suit,

proceeding or action brought by an Indemnified Party in connection with any Collateral for any sum

owing thereunder, or to enforce any provisions of any Program Document, the Borrower will save,

indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage

suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever

of the account debtor or obligor thereunder, arising out of a breach by the Borrower of any obligation

thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in

favor of such account debtor or obligor or its successors from the Borrower. The BOITower also agrees

to reimburse an Indemnified Party as and when billed by such Indemnified Patty for all such

Indemnified Party's reasonable costs and expenses incurred in connection with the enforcement or the

preservation of such Indemnified Party's rights under this Loan Agreement, the Notes, any other

Program Document or any transaction contemplated hereby or thereby, including without limitation the

reasonable fces and disbursements of its counsel.

(b) The BOITower agrees to pay as and when billed by the Lender all of the

reasonable out-of pocket costs and expenses incuned by the Lender in connection with the development,

preparation and execution of, and any amendment, supplement or modification to, this Loan Agreement,

the Notes, any other Program Document or any other documents prepared in connection herewith or

therewith. The Borrower agrees to pay as and when billed by the Lender all of the out-of-pocket costs

and expenses incurred in connection with the consummation and administration of the transactions

- 20-

CHRYSLER FINANCIAL COMMERCIAL CONFIDENTIAL INFORMATION
g

y 

the transactions contemplated hereby or thereby.

(c) The Borrower agrees to pay as and when billed by the Lender all of the reasonable out-of pocket costs and expenses incurred by the Lender in connection with the exercise of the Lender's rights and remedies upon the occurrence of an Event of Default, including without limitation all the reasonable fees, disbursements and expenses of counsel to the Lender.

(d) If the Borrower fails to pay when due any costs, expenses or other amounts payable by it under the Program Documents, including, without limitation, reasonable fees and expenses of counsel and indemnities, such amount may be paid on behalf of the Borrower by the Lender, in its sole discretion and the BOITower shall remain liable tor any such payments by the Lender and such amounts shall accrue interest at the Post-Default Rate from the date of any payment by the Lender in respect thereof. No such payment by the Lender shall be deemed a waiver of any of its rights under the Program Documents.

(e) Without prejudice to the survival of any other agreement of the Borrower hereunder, the covenants and obligations of the Borrower contained in this Section 8.02 shall survive the payment in full of the Obligations and all other amounts payable under the Program Documents and delivery ofthe Collateral by the Lender against full payment therefor.

8.04 Amendments. Except as otherwise expressly provided in this Loan Agreement, any provision ofthis Loan Agreement may be modified or supplemented only by an instrument in writing signed by the Lender and the Borrower and any provision of this Loan Agreement binding the Borrower may be waived by the Lender.

8.05 Successors and Assigns. This Loan Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

8.06 Survival. The obligations of the Borrower under Sections 2.05, 3.01, and 8.03 hereof shall survive the repayment of the Advances and the termination of this Loan Agreement. In addition, each representation and warranty made, or deemed to be made by a request for a borrowing herein or pursuant hereto shall survive the making of such representation and warranty, and the Lender shall not be deemed to have waived, by reason of making any Advance, any Default that may arise by reason of such representation or waITanty proving to have been false or misleading, notwithstanding that the Lender may have had notice or knowledge or reason to believe that such representation or warranty was false or misleading at the time such Advance was made.

8.07 Captions. The table of contents and captions and section headings appearing herein are included solely for convenience of reference and are not intended to affect the interpretation of any provision of this Loan Agreement.

8.08 Counterparts and Facsimile. This Loan Agreement may be executed simultaneously in any number of counterpar1s. Each counterpal1 shall be deemed to be an original, and all such counterparts shall constitute one and the same instrument. The parties agree that this Loan

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CHRYSLER FINANCIAL COMMERCIAL CONFIDENTIAL INFORMATION

g

y 

the transactions contemplated hereby or thereby.

(c) The Borrower agrees to pay as and when billed by the Lender all of the reasonable out-of pocket costs and expenses incurred by the Lender in connection with the exercise of the Lender's rights and remedies upon the occurrence of an Event of Default, including without limitation all the reasonable fees, disbursements and expenses of counsel to the Lender.

(d) If the Borrower fails to pay when due any costs, expenses or other amounts payable by it under the Program Documents, including, without limitation, reasonable fees and expenses of counsel and indemnities, such amount may be paid on behalf of the Borrower by the Lender, in its sole discretion and the BOITower shall remain liable tor any such payments by the Lender and such amounts shall accrue interest at the Post-Default Rate from the date of any payment by the Lender in respect thereof. No such payment by the Lender shall be deemed a waiver of any of its rights under the Program Documents.

(e) Without prejudice to the survival of any other agreement of the Borrower hereunder, the covenants and obligations of the Borrower contained in this Section 8.02 shall survive the payment in full of the Obligations and all other amounts payable under the Program Documents and delivery ofthe Collateral by the Lender against full payment therefor.

8.04 Amendments. Except as otherwise expressly provided in this Loan Agreement, any provision ofthis Loan Agreement may be modified or supplemented only by an instrument in writing signed by the Lender and the Borrower and any provision of this Loan Agreement binding the Borrower may be waived by the Lender.

8.05 Successors and Assigns. This Loan Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

8.06 Survival. The obligations of the Borrower under Sections 2.05, 3.01, and 8.03 hereof shall survive the repayment of the Advances and the termination of this Loan Agreement. In addition, each representation and warranty made, or deemed to be made by a request for a borrowing herein or pursuant hereto shall survive the making of such representation and warranty, and the Lender shall not be deemed to have waived, by reason of making any Advance, any Default that may arise by reason of such representation or waITanty proving to have been false or misleading, notwithstanding that the Lender may have had notice or knowledge or reason to believe that such representation or warranty was false or misleading at the time such Advance was made.

8.07 Captions. The table of contents and captions and section headings appearing herein are included solely for convenience of reference and are not intended to affect the interpretation of any provision of this Loan Agreement.

8.08 Counterparts and Facsimile. This Loan Agreement may be executed simultaneously in any number of counterpar1s. Each counterpal1 shall be deemed to be an original, and all such counterparts shall constitute one and the same instrument. The parties agree that this Loan

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CHRYSLER FINANCIAL COMMERCIAL CONFIDENTIAL INFORMATION
any rule of conflicts of law (other than Section 5-1401 of the New York General Obligations Law) that

would result in the application ofthe substantive law of any jurisdiction other than the State of New York.

Nothing in this Loan Agreement shall require any unlawful action or inaction by either party.

8.10 SUBMISSION TO JURISDICTION; WAIVERS. EACH PARTY HERETO

HEREBY IRREVOCABLY AND UNCONDITIONALLY:

(A) SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION OR

PROCEEDING RELATING TO THIS LOAN AGREEMENT, THE NOTES AND THE OTHER

PROGRAM DOCUMENTS, OR FOR RECOGNITION AND ENFORCEMENT OF ANY

JUDGMENT IN RESPECT THEREOF, TO THE EXCLUSIVE 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 MAYBE 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 APPLICABLE PROGRAM

DOCUMENT 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.

8.11 WAIVER OF JURY TRIAL. THE BORROWER AND THE LENDER

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 LOAN AGREEMENT, ANY OTHER PROGRAM DOCUMENT OR

THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

8.12 Acknowledgments. The Borrower hereby acknowledges that:

(a) it has been advised by counsel in the negotiation, execution and delivery of this

Loan Agreement, the Notes and the other Program Documents to which it is a party;

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CHRYSLER FINANCIAL COMMERCIAL CONFIDENTIAL INFORMATION

any rule of conflicts of law (other than Section 5-1401 of the New York General Obligations Law) that

would result in the application ofthe substantive law of any jurisdiction other than the State of New York.

Nothing in this Loan Agreement shall require any unlawful action or inaction by either party.

8.10 SUBMISSION TO JURISDICTION; WAIVERS. EACH PARTY HERETO

HEREBY IRREVOCABLY AND UNCONDITIONALLY:

(A) SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION OR

PROCEEDING RELATING TO THIS LOAN AGREEMENT, THE NOTES AND THE OTHER

PROGRAM DOCUMENTS, OR FOR RECOGNITION AND ENFORCEMENT OF ANY

JUDGMENT IN RESPECT THEREOF, TO THE EXCLUSIVE 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 MAYBE 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 APPLICABLE PROGRAM

DOCUMENT 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.

8.11 WAIVER OF JURY TRIAL. THE BORROWER AND THE LENDER

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 LOAN AGREEMENT, ANY OTHER PROGRAM DOCUMENT OR

THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

8.12 Acknowledgments. The Borrower hereby acknowledges that:

(a) it has been advised by counsel in the negotiation, execution and delivery of this

Loan Agreement, the Notes and the other Program Documents to which it is a party;

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CHRYSLER FINANCIAL COMMERCIAL CONFIDENTIAL INFORMATION
otherwise pledging, repledging, transferring, hypothecating, or rehypothecating the Collateral. Nothing

contained in this Loan Agreement shall obligate the Lender to segregate any Collateral delivered to the

Lender by the BOITower.

8.14 Assignments; Participations.

(a) The Borrower may assign, sell, transfer, participate, pledge, or hypothecate any

or all of their rights or obligations hereunder or under the other Program Documents only with the prior

written consent of the Lender, which consent may be withheld at the sole discretion of the Lender. The

Lender may assign, sell, transfer, participate, pledge, or hypothecate to any Person all or any of its rights

under this Loan Agreement and the other Program Documents.

(b) The Lender may, in accordance with Applicable Law, at any time sell to one or

more lenders or other entities ("Participants") patiicipation interests in any Advance, the Notes, its right

to make Advances, or any other interest of the Lender hereunder and under the other Program

Documents. In the event of any such sale by the Lender of participating interests to a Participant, the

Lender's obligations under this Loan Agreement to the Borrower shall remain unchanged, the Lender

shall remain solely responsible for the performance thereof, the Lender shall remain the holder of the

Notes for all purposes under this Loan Agreement and the other Program Documents, and the Borrower

shall continue to deal solely and directly with the Lender in connection with the Lender's rights and

obligations under this Loan Agreement and the other Program Documents. The BOlTower agrees that if

amounts outstanding under this Loan Agreement and the Notes are due or unpaid, or shall have been

declared or shall have become due and payable upon the occurrence of an Event of Default, each

Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts

owing under this Loan Agreement and the Notes to the same extent as if the amount of its participating

interest were owing directly to it as a Lender under this Loan Agreement or the Notes; provided, that

such P31iicipant shall only be entitled to such right of set-off if it shall have agreed in the agreement

pursuant to which it shall have acquired its participating interest to share with the Lender the proceeds

thereof. The Lender also agrees that each Participant shall be entitled to the benefits of Sections 2.04,

2.07, 3.01 and 8.03 with respect to its participation in the Advances outstanding from time to time;

provided, that the Lender and all Participants shall be entitled to receive no greater amount in the

aggregate pursuant to such Sections than the Lender would have been entitled to receive had no such

transfer occurred.

(c) The Lender may furnish any infonnation concerning the BOITower in the

possession of the Lender from time to time to assignees and Participants (including prospective

assignees and Participants) only after notifying the Borrower in writing and securing signed

confidentiality statements (a form of which is attached hereto as Exhibit B) and only for the sole

purpose of evaluating participations and for no other purpose unless disclosure is required pursuant to

the Freedom of Infonnation Act.

(d) The Borrower agrees to cooperate with the Lender in connection with any such

assignment and/or participation and to enter into such restatements of, and amendments, supplements

and other modifications to, this Loan Agreement and the other Program Documents in order to give

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CHRYSLER FINANCIAL COMMERCIAL CONFIDENTIAL INFORMATION

otherwise pledging, repledging, transferring, hypothecating, or rehypothecating the Collateral. Nothing

contained in this Loan Agreement shall obligate the Lender to segregate any Collateral delivered to the

Lender by the BOITower.

8.14 Assignments; Participations.

(a) The Borrower may assign, sell, transfer, participate, pledge, or hypothecate any

or all of their rights or obligations hereunder or under the other Program Documents only with the prior

written consent of the Lender, which consent may be withheld at the sole discretion of the Lender. The

Lender may assign, sell, transfer, participate, pledge, or hypothecate to any Person all or any of its rights

under this Loan Agreement and the other Program Documents.

(b) The Lender may, in accordance with Applicable Law, at any time sell to one or

more lenders or other entities ("Participants") patiicipation interests in any Advance, the Notes, its right

to make Advances, or any other interest of the Lender hereunder and under the other Program

Documents. In the event of any such sale by the Lender of participating interests to a Participant, the

Lender's obligations under this Loan Agreement to the Borrower shall remain unchanged, the Lender

shall remain solely responsible for the performance thereof, the Lender shall remain the holder of the

Notes for all purposes under this Loan Agreement and the other Program Documents, and the Borrower

shall continue to deal solely and directly with the Lender in connection with the Lender's rights and

obligations under this Loan Agreement and the other Program Documents. The BOlTower agrees that if

amounts outstanding under this Loan Agreement and the Notes are due or unpaid, or shall have been

declared or shall have become due and payable upon the occurrence of an Event of Default, each

Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts

owing under this Loan Agreement and the Notes to the same extent as if the amount of its participating

interest were owing directly to it as a Lender under this Loan Agreement or the Notes; provided, that

such P31iicipant shall only be entitled to such right of set-off if it shall have agreed in the agreement

pursuant to which it shall have acquired its participating interest to share with the Lender the proceeds

thereof. The Lender also agrees that each Participant shall be entitled to the benefits of Sections 2.04,

2.07, 3.01 and 8.03 with respect to its participation in the Advances outstanding from time to time;

provided, that the Lender and all Participants shall be entitled to receive no greater amount in the

aggregate pursuant to such Sections than the Lender would have been entitled to receive had no such

transfer occurred.

(c) The Lender may furnish any infonnation concerning the BOITower in the

possession of the Lender from time to time to assignees and Participants (including prospective

assignees and Participants) only after notifying the Borrower in writing and securing signed

confidentiality statements (a form of which is attached hereto as Exhibit B) and only for the sole

purpose of evaluating participations and for no other purpose unless disclosure is required pursuant to

the Freedom of Infonnation Act.

(d) The Borrower agrees to cooperate with the Lender in connection with any such

assignment and/or participation and to enter into such restatements of, and amendments, supplements

and other modifications to, this Loan Agreement and the other Program Documents in order to give

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CHRYSLER FINANCIAL COMMERCIAL CONFIDENTIAL INFORMATION
y be specified in Appendix A, the BOiTower shall permit the (i) 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, in each case to the extent relevant to ascettaining compliance with the financing terms and conditions; provided that prior to disclosing any information pursuant to clause (y) or (z), the Special Inspector General of the Troubled Asset Relief Program shall have agreed, with respect to documents obtained under this agreement in furtherance of its function, to follow applicable law and regulation (and the customary policies and procedures for inspector generals) regarding the dissemination of confidential materials, including redacting confidential information from the public version of its repOlts, as appropriate, and soliciting the input from the BOITower as to information that should be afforded confidentiality. Each of the Lender and the Bon-ower represents that it has been infonned 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 relating to an audit, will establish a protocol to avoid, to the extent reasonably possible, duplicative requests. Nothing in this Section 8.15 shall be construed to limit the authority that the Special Inspector General of the Troubled Asset Relief Program or the Comptroller General ofthe United States have under law.

(b) The Bon-ower acknowledges that the Lender has the right to perfOim continuing due diligence reviews with respect to the business and operations of the BOITower and the Collateral. The BOITower also shall make available to the Lender a knowledgeable financial or accounting officer for the purpose of answering questions respecting the business and operations of the bon-ower and the Collateral. Without limiting the generality of the foregoing, the Bon-ower acknowledges that the Lender shall make the Advances to the BOITower based upon the information concerning the Borrower and the Collateral provided by the BOITower to the Lender, and the representations, warranties and covenants contained herein, and that the Lender, at its option, have the right, at any time to conduct a due diligence review on the business and operations of the BOITower and some or all of the Collateral securing the Advances. In addition, the Lender has the right to perform continuing Due Diligence Reviews of the bon'ower and its Affiliates, directors, officers, employees and significant shareholders, if any. The Bon-ower and the Lender further agree that all out-of-pocket costs and expenses incun-ed by the Lender in connection with the Lender's or Special Inspector General of the Troubled Asset Relief Program's activities pursuant to this Section 8.15 shall be paid by the BOITower.

(c) The Lender will use reasonable best efforts to hold, and will use reasonable best efforts to cause its agents, consultants, contractors, advisors, and United States executive branch officials and employees, to hold, in confidence all non-public records, books, contracts, instruments, computer data and other data and infOimation (collectively, "lnfonnation") concerning the BOITower furnished or made available to them by the Bon-ower or its representatives pursuant to this Loan Agreement (except to the extent that such information can be shown to have been (i) previously known by such patty 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 patty to which it was furnished (and without violation of any other contidentiality obligation»; provided that nothing herein shall prevent the Lender from disclosing any lnfonnation to the extent required by Applicable Law or regulations 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 ofInformation Act request.

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CHRYSLER FINANCIAL COMMERCIAL CONFIDENTIAL INFORMATION

y be specified in Appendix A, the BOiTower shall permit the (i) 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, in each case to the extent relevant to ascettaining compliance with the financing terms and conditions; provided that prior to disclosing any information pursuant to clause (y) or (z), the Special Inspector General of the Troubled Asset Relief Program shall have agreed, with respect to documents obtained under this agreement in furtherance of its function, to follow applicable law and regulation (and the customary policies and procedures for inspector generals) regarding the dissemination of confidential materials, including redacting confidential information from the public version of its repOlts, as appropriate, and soliciting the input from the BOITower as to information that should be afforded confidentiality. Each of the Lender and the Bon-ower represents that it has been infonned 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 relating to an audit, will establish a protocol to avoid, to the extent reasonably possible, duplicative requests. Nothing in this Section 8.15 shall be construed to limit the authority that the Special Inspector General of the Troubled Asset Relief Program or the Comptroller General ofthe United States have under law.

(b) The Bon-ower acknowledges that the Lender has the right to perfOim continuing due diligence reviews with respect to the business and operations of the BOITower and the Collateral. The BOITower also shall make available to the Lender a knowledgeable financial or accounting officer for the purpose of answering questions respecting the business and operations of the bon-ower and the Collateral. Without limiting the generality of the foregoing, the Bon-ower acknowledges that the Lender shall make the Advances to the BOITower based upon the information concerning the Borrower and the Collateral provided by the BOITower to the Lender, and the representations, warranties and covenants contained herein, and that the Lender, at its option, have the right, at any time to conduct a due diligence review on the business and operations of the BOITower and some or all of the Collateral securing the Advances. In addition, the Lender has the right to perform continuing Due Diligence Reviews of the bon'ower and its Affiliates, directors, officers, employees and significant shareholders, if any. The Bon-ower and the Lender further agree that all out-of-pocket costs and expenses incun-ed by the Lender in connection with the Lender's or Special Inspector General of the Troubled Asset Relief Program's activities pursuant to this Section 8.15 shall be paid by the BOITower.

(c) The Lender will use reasonable best efforts to hold, and will use reasonable best efforts to cause its agents, consultants, contractors, advisors, and United States executive branch officials and employees, to hold, in confidence all non-public records, books, contracts, instruments, computer data and other data and infOimation (collectively, "lnfonnation") concerning the BOITower furnished or made available to them by the Bon-ower or its representatives pursuant to this Loan Agreement (except to the extent that such information can be shown to have been (i) previously known by such patty 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 patty to which it was furnished (and without violation of any other contidentiality obligation»; provided that nothing herein shall prevent the Lender from disclosing any lnfonnation to the extent required by Applicable Law or regulations 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 ofInformation Act request.

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CHRYSLER FINANCIAL COMMERCIAL CONFIDENTIAL INFORMATION
hereunder and claims of every nature and description of Lender against Borrower, in any cun-ency,

whether arising hereunder, under the Loan Agreement, or undcr any other Program Document, as Lendermay clect, whether or not Lender has made any demand for payment and although such obligations,

liabilities and claims may be contingent or unmatured. Lender may set-off cash, the proceeds of the

liquidation of any Collateral and all other sums or obligations owed by the Lender or its Affiliates to

BOlTower against all of Borrower's obligations to the Lender or its Affiliates, whether under this Loan

Agreement or under any other agreement with the BOlTower, or otherwise, whether or not such

obligations are then due, without prejudice to the Lender's or its Affiliate's right to recover any

deficiency. The rights of Lender under this Section are in addition to other rights and remedies (including

without limitation, other rights of set-off) which Lender may have. Upon the occurrence of an Event of

Default, the Lender shall have the right to cause liquidation, termination or acceleration to the extent of

any assets pledged by the Borrower to secure its Obligations hereunder or under any other agreement to

which this Section 8.16 applies.

8.17 Reliance. With respect to each Advance, the Lender may conclusively rely

upon, and shall incur no liability to the Borrower in acting upon, any request or other communication that

the Lender reasonably believes to have been given or made by a person authorized to enter into any

Advance on the Borrower's behalf.

8.18 Reimbursement. All sums reasonably expended by the Lender in connection

with the exercise of any right or remedy provided for herein shall be and remain the obligation of the

BOlTower (unless and to the extent that the BOlTower is the prevailing party in any dispute, claim or action

relating thereto). The Borrower agrees to pay, with interest at the Post-Default Rate to the extent that an

Event of Default has OCCUlTed, the reasonable out of pocket expenses and reasonable attorneys' fees

incurred by the Lender in connection with the preparation, negotiation, enforcement (including any

waivers), administration and amendment of the Program Documents (regardless of whether the Loan is

entered into hereunder), the taking of any action, including legal action, required or permitted to be taken

by the Lender pursuant thereto, any "due diligence" or loan agent reviews conducted by the Lender or on

their behalf or by refinancing or restructuring in the nature of a "workout."

8.19 Waiver Of Redemption And Deficiency Rights. The Borrower hereby

expressly waives, to the fullest extent permitted by law, every statute of limitation on a deficiency

judgment, any reduction in the proceeds of any Collateral as a result of restrictions upon the Lender

contained in the Program Documents or any other instrument delivered in connection therewith, and any

right that they may have to direct the order in which any of the Collateral shall be disposed of in the event

of any Disposition pursuant hereto.

8.20 Single Agreement. The Borrower and the Lender acknowledge that, and have

entered hereinto and will enter into each Advance hereunder in consideration of and in reliance upon the

fact that, all Advances hereunder constitute a single business and contractual relationship and have been

made in consideration of each other. Accordingly, the BOlTower and the Lender each agree (i) to perform

all of their obligations in respect of each Advance hereunder, and that a default in the perfonnance of any

such obligations shall constitute a default by it in respect of all Advances hereunder, and (ii) that

payments, deliveries and other transfers made by any of them in respect of any Advance shall be deemed

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CHRYSLER FINANCIAL COMMERCIAL CONFIDENTIAL INFORMATION

hereunder and claims of every nature and description of Lender against Borrower, in any cun-ency,

whether arising hereunder, under the Loan Agreement, or undcr any other Program Document, as Lendermay clect, whether or not Lender has made any demand for payment and although such obligations,

liabilities and claims may be contingent or unmatured. Lender may set-off cash, the proceeds of the

liquidation of any Collateral and all other sums or obligations owed by the Lender or its Affiliates to

BOlTower against all of Borrower's obligations to the Lender or its Affiliates, whether under this Loan

Agreement or under any other agreement with the BOlTower, or otherwise, whether or not such

obligations are then due, without prejudice to the Lender's or its Affiliate's right to recover any

deficiency. The rights of Lender under this Section are in addition to other rights and remedies (including

without limitation, other rights of set-off) which Lender may have. Upon the occurrence of an Event of

Default, the Lender shall have the right to cause liquidation, termination or acceleration to the extent of

any assets pledged by the Borrower to secure its Obligations hereunder or under any other agreement to

which this Section 8.16 applies.

8.17 Reliance. With respect to each Advance, the Lender may conclusively rely

upon, and shall incur no liability to the Borrower in acting upon, any request or other communication that

the Lender reasonably believes to have been given or made by a person authorized to enter into any

Advance on the Borrower's behalf.

8.18 Reimbursement. All sums reasonably expended by the Lender in connection

with the exercise of any right or remedy provided for herein shall be and remain the obligation of the

BOlTower (unless and to the extent that the BOlTower is the prevailing party in any dispute, claim or action

relating thereto). The Borrower agrees to pay, with interest at the Post-Default Rate to the extent that an

Event of Default has OCCUlTed, the reasonable out of pocket expenses and reasonable attorneys' fees

incurred by the Lender in connection with the preparation, negotiation, enforcement (including any

waivers), administration and amendment of the Program Documents (regardless of whether the Loan is

entered into hereunder), the taking of any action, including legal action, required or permitted to be taken

by the Lender pursuant thereto, any "due diligence" or loan agent reviews conducted by the Lender or on

their behalf or by refinancing or restructuring in the nature of a "workout."

8.19 Waiver Of Redemption And Deficiency Rights. The Borrower hereby

expressly waives, to the fullest extent permitted by law, every statute of limitation on a deficiency

judgment, any reduction in the proceeds of any Collateral as a result of restrictions upon the Lender

contained in the Program Documents or any other instrument delivered in connection therewith, and any

right that they may have to direct the order in which any of the Collateral shall be disposed of in the event

of any Disposition pursuant hereto.

8.20 Single Agreement. The Borrower and the Lender acknowledge that, and have

entered hereinto and will enter into each Advance hereunder in consideration of and in reliance upon the

fact that, all Advances hereunder constitute a single business and contractual relationship and have been

made in consideration of each other. Accordingly, the BOlTower and the Lender each agree (i) to perform

all of their obligations in respect of each Advance hereunder, and that a default in the perfonnance of any

such obligations shall constitute a default by it in respect of all Advances hereunder, and (ii) that

payments, deliveries and other transfers made by any of them in respect of any Advance shall be deemed

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CHRYSLER FINANCIAL COMMERCIAL CONFIDENTIAL INFORMATION
remaining provisions thereof; and the invalidity of a particular provision in a particular jurisdiction shall

not invalidate such provision in any other jurisdiction. If any provision of any Program Document shall

be held invalid or unenforceable (in whole or in part) as against anyone or more Program Pmties, then

such Program Document shall continue to be enforceable against all other Program PaIties without regard

to any such invalidity or uncnforceability.

8.22 Entire Agreement. This Loan Agreement and the other Program Documents

embody the entire agreement and understanding of the parties hereto and supersede any and all prior

agreements, anangements and understandings relating to the matters provided for herein and therein. No

alteration, waiver, amendments, or change or supplement hereto shall be binding or effective unless the

same is set forth in writing by a duly authorized representative ofthe Lender.

8.23 Appendix A. Each provision of this Loan Agreement is subject to the

amendments, restatements, supplements or other modifications contained in Appendix A.

8.24 Conflicts With Other Program Documents. If the provisions of this Loan

Agreement conflict with those of any other Program Document, the provisions hereof shall control,

provided, however, that payment of any amounts called for under this Loan Agreement shall be at the

times, in the amounts, and in the manner set forth in Section 8.02 of the Indenture (except where the

Indenture provides otherwise), provided, further, that if the Indenture shall not provide for payment of any

particular amount called for by this Loan Agreement, then the telms ofthis Loan Agreement shall govern.

[SIGNATURE PAGE FOLLOWS]

- 26-

CHRYSLER FINANCIAL COMMERCIAL CONFIDENTIAL INFORMATION

remaining provisions thereof; and the invalidity of a particular provision in a particular jurisdiction shall

not invalidate such provision in any other jurisdiction. If any provision of any Program Document shall

be held invalid or unenforceable (in whole or in part) as against anyone or more Program Pmties, then

such Program Document shall continue to be enforceable against all other Program PaIties without regard

to any such invalidity or uncnforceability.

8.22 Entire Agreement. This Loan Agreement and the other Program Documents

embody the entire agreement and understanding of the parties hereto and supersede any and all prior

agreements, anangements and understandings relating to the matters provided for herein and therein. No

alteration, waiver, amendments, or change or supplement hereto shall be binding or effective unless the

same is set forth in writing by a duly authorized representative ofthe Lender.

8.23 Appendix A. Each provision of this Loan Agreement is subject to the

amendments, restatements, supplements or other modifications contained in Appendix A.

8.24 Conflicts With Other Program Documents. If the provisions of this Loan

Agreement conflict with those of any other Program Document, the provisions hereof shall control,

provided, however, that payment of any amounts called for under this Loan Agreement shall be at the

times, in the amounts, and in the manner set forth in Section 8.02 of the Indenture (except where the

Indenture provides otherwise), provided, further, that if the Indenture shall not provide for payment of any

particular amount called for by this Loan Agreement, then the telms ofthis Loan Agreement shall govern.

[SIGNATURE PAGE FOLLOWS]

- 26-

CHRYSLER FINANCIAL COMMERCIAL CONFIDENTIAL INFORMATION
By U.S. Bank. Trust National Association, not in its

individual capacity but solely as Owner Trustee on

behalf ofthe Borrower

Address for Notices:

U.S. Bank Trust National Association

THE UNITED STATES DEPARTMENT OF THE

TREASURY

as Lender

By:----------------- Name:

Title:

Address for Notices:

The United States Department ofthe Treasury 1500 Pennsylvania Avenue, NW, Room 2312

Washington, D.C. 20220

Attention: Assistant General Counsel (Banking and Finance)

Facsimile: (202) 622-1974

Loan Agreement

SRZ-10822780

By U.S. Bank. Trust National Association, not in its

individual capacity but solely as Owner Trustee on

behalf ofthe Borrower

Address for Notices:

U.S. Bank Trust National Association

THE UNITED STATES DEPARTMENT OF THE

TREASURY

as Lender

By:----------------- Name:

Title:

Address for Notices:

The United States Department ofthe Treasury 1500 Pennsylvania Avenue, NW, Room 2312

Washington, D.C. 20220

Attention: Assistant General Counsel (Banking and Finance)

Facsimile: (202) 622-1974

Loan Agreement

SRZ-10822780
IN WITNESS WHEREOF, the parties hereto have caused this Loan Agreement

to be duly executed and delivered as ofthe day and year first above written.

CHRYSLER LB RECEIVABLES TRUST

as Borrower

By U.S. Bank Trust National Association, not in its

individual capacity but solely as Owner Trustee on

behalf ofthe Borrower

By:"----------------

Name:

Title:

Address for Notices:

U.S. Bank Trust National Association

THE UNITED STATES DEPARTMENT OF THE

TREASURY

as Lender

Name:

BY#~ Title: Neel Kasbkari

Interim Assistant Secretary

Address for Not&w:Financial Stability

The United States Department ofthe Treasury

1500 Pennsylvania Avenue, NW, Room 2312

Washington, D.C. 20220

Attention: Assistant General Counsel (Banking and

Finance)

Facsimile: (202) 622-1974

Loan Agreement

SRZ·j0822780

IN WITNESS WHEREOF, the parties hereto have caused this Loan Agreement

to be duly executed and delivered as ofthe day and year first above written.

CHRYSLER LB RECEIVABLES TRUST

as Borrower

By U.S. Bank Trust National Association, not in its

individual capacity but solely as Owner Trustee on

behalf ofthe Borrower

By:"----------------

Name:

Title:

Address for Notices:

U.S. Bank Trust National Association

THE UNITED STATES DEPARTMENT OF THE

TREASURY

as Lender

Name:

BY#~ Title: Neel Kasbkari

Interim Assistant Secretary

Address for Not&w:Financial Stability

The United States Department ofthe Treasury

1500 Pennsylvania Avenue, NW, Room 2312

Washington, D.C. 20220

Attention: Assistant General Counsel (Banking and

Finance)

Facsimile: (202) 622-1974

Loan Agreement

SRZ·j0822780
United States Department ofthe Treasury

[ADDRESS]

Attention:

-----------

Ladies/Gentlemen:

Reference is made to the Loan Agreement, dated as of January 14, 2009 (the "Loan

Agreement"; capitalized terms used but not otherwise defined herein shall have the meaning given them

in the Loan Agreement), between [BORROWER] (the "BolTower") and the United States Depaltment of

the Treasury as Lender (the "Lender").

In accordance with Section 2.03(a) of the Loan Agreement, the undersigned BOITower

hereby requests that you, the Lender, make an Advance to us on the Effective Date.

The Borrower hereby certifies, as ofsuch Funding Date, that:

(a) no Detimlt or Event of Default has occlllTed and is continuing on the date hereof

nor will occur after giving effect to such Advance as a result ofsuch Advance;

(b) each of the representations and walTanties made by the Borrower in or pursuant

to the Program Documents is true and COlTect in all material respects on and as of such date as if made

on and as of the date hereof (or, if any such representation or warranty is expressly stated to have been

made as of a specific date, as of such specific date);

(c) the Bon-ower is in compliance with all governmental licenses and authorizations,

except where the lack of such licenses and authorizations would not be reasonably likely to have a

Material Adverse Effect, and is qualified to do business and is in good standing in all required

jurisdictions, except where the failure to so qualify would not be reasonably likely to have a Material

Adverse Effect; and

(d) the Borrower has satisfied all conditions precedent in Section 5.02 of the Loan

Agreement and all other requirements ofthe Loan Agreement.

Very truly yours,

By: _

Name:

Title:

A-I

CHRYSLER FINANCIAL COMMERCIAL CONFIDENTIAL INFORMATION

United States Department ofthe Treasury

[ADDRESS]

Attention:

-----------

Ladies/Gentlemen:

Reference is made to the Loan Agreement, dated as of January 14, 2009 (the "Loan

Agreement"; capitalized terms used but not otherwise defined herein shall have the meaning given them

in the Loan Agreement), between [BORROWER] (the "BolTower") and the United States Depaltment of

the Treasury as Lender (the "Lender").

In accordance with Section 2.03(a) of the Loan Agreement, the undersigned BOITower

hereby requests that you, the Lender, make an Advance to us on the Effective Date.

The Borrower hereby certifies, as ofsuch Funding Date, that:

(a) no Detimlt or Event of Default has occlllTed and is continuing on the date hereof

nor will occur after giving effect to such Advance as a result ofsuch Advance;

(b) each of the representations and walTanties made by the Borrower in or pursuant

to the Program Documents is true and COlTect in all material respects on and as of such date as if made

on and as of the date hereof (or, if any such representation or warranty is expressly stated to have been

made as of a specific date, as of such specific date);

(c) the Bon-ower is in compliance with all governmental licenses and authorizations,

except where the lack of such licenses and authorizations would not be reasonably likely to have a

Material Adverse Effect, and is qualified to do business and is in good standing in all required

jurisdictions, except where the failure to so qualify would not be reasonably likely to have a Material

Adverse Effect; and

(d) the Borrower has satisfied all conditions precedent in Section 5.02 of the Loan

Agreement and all other requirements ofthe Loan Agreement.

Very truly yours,

By: _

Name:

Title:

A-I

CHRYSLER FINANCIAL COMMERCIAL CONFIDENTIAL INFORMATION
[BORROWER ENTITY TYPE AND JURISDICTION] (the "BolTower"), dated January 14, 2009, you

have requested the right to review certain non-public information regarding the Program Parties that is in

the possession of the Lender. In consideration of, and as a condition to, furnishing you with such

information and any other information (whether communicated in writing or communicated orally)

delivered to you by the Lender or its affiliates, directors, officers, employees, advisors, agents or

"controlling persons" (within the meaning ofthe Securities Exchange Act of 1934, as amended (the "1934

Act")) (such affiliates and other persons being herein refelTed to collectively as the Lender

"Representatives"), in connection with the consideration of a Transaction (such information being herein

referred to as "Evaluation Material"), the Lender hercby rcquests your agreement as follows:

(a) The Evaluation Material will be used solely for the purpose of evaluating a

possible Transaction with Lender involving you or your affiliates, and unless and until you have

completed such Transaction pursuant to a definitive agreement betwcen you or any such affiliate and

Lender, such Evaluation Material will be kept strictly confidential by you and your affiliates, directors,

officers, employees, advisors, agents or controlling persons (such affiliates and other persons being

herein refelTcd to collectively as "your Representatives"), except that the Evaluation Material or portions

thereof may be disclosed to those of your Representatives who need to know such infonnation for the

purpose of evaluating a possible Transaction with Lender (it being understood that prior to such

disclosure your Representatives will be informed of the confidential nature of the Evaluation Material

and shall agree to be bound by this Confidentiality Agreement) or if disclosure is required pursuant to

the Freedom of Infonnation Act. You agree to be responsible for any breach of this Confidentiality

Agreement by your Representatives.

(b) The tenn "Evaluation Materia!" does not include any infonnation which (i) at the

time of disclosure or thereafter is generally known by the public (other than as a result of its disclosure

by you or your Representatives) or (ii) was or becomes available to you on a nonconfidential basis from

a person not otherwise bound by a confidential agreement with Lender or its Representatives or is not

otherwise prohibited from transmitting the information to you. As used in this Confidentiality

Agreement, the tcrm "person" shall be broadly interpreted to include, without limitation, any

corporation, company, joint venture, partnership or individual.

(c) In the event that you receive a request to disclose all or any part of the

infonnation contained in the Evaluation Material under the terms of a valid and effective subpoena or

order issued by a court of competent jurisdiction or other regulatory body, you agree to (i) immediately

notify the Lcnder and the Borrower of the existcnce, terms and circumstances sWTounding such a

request, (ii) consult with the BOlTower on the advisability of taking legally available steps to resist or

narrow such request, and (iii) if disclosure of such information is required, exercise your best efforts to

obtain an order or other reliable assurance that confidential treatment will be accorded to such

information.

(d) Unless otherwise required by law in the opinion of your counsel, neither you nor

your Representative will, without our prior written consent, disclose to any person the fact that the

Evaluation Material has been made available to you.

B-1

CHRYSLER FINANCIAL COMMERCIAL CONFIDENTIAL INFORMATION

[BORROWER ENTITY TYPE AND JURISDICTION] (the "BolTower"), dated January 14, 2009, you

have requested the right to review certain non-public information regarding the Program Parties that is in

the possession of the Lender. In consideration of, and as a condition to, furnishing you with such

information and any other information (whether communicated in writing or communicated orally)

delivered to you by the Lender or its affiliates, directors, officers, employees, advisors, agents or

"controlling persons" (within the meaning ofthe Securities Exchange Act of 1934, as amended (the "1934

Act")) (such affiliates and other persons being herein refelTed to collectively as the Lender

"Representatives"), in connection with the consideration of a Transaction (such information being herein

referred to as "Evaluation Material"), the Lender hercby rcquests your agreement as follows:

(a) The Evaluation Material will be used solely for the purpose of evaluating a

possible Transaction with Lender involving you or your affiliates, and unless and until you have

completed such Transaction pursuant to a definitive agreement betwcen you or any such affiliate and

Lender, such Evaluation Material will be kept strictly confidential by you and your affiliates, directors,

officers, employees, advisors, agents or controlling persons (such affiliates and other persons being

herein refelTcd to collectively as "your Representatives"), except that the Evaluation Material or portions

thereof may be disclosed to those of your Representatives who need to know such infonnation for the

purpose of evaluating a possible Transaction with Lender (it being understood that prior to such

disclosure your Representatives will be informed of the confidential nature of the Evaluation Material

and shall agree to be bound by this Confidentiality Agreement) or if disclosure is required pursuant to

the Freedom of Infonnation Act. You agree to be responsible for any breach of this Confidentiality

Agreement by your Representatives.

(b) The tenn "Evaluation Materia!" does not include any infonnation which (i) at the

time of disclosure or thereafter is generally known by the public (other than as a result of its disclosure

by you or your Representatives) or (ii) was or becomes available to you on a nonconfidential basis from

a person not otherwise bound by a confidential agreement with Lender or its Representatives or is not

otherwise prohibited from transmitting the information to you. As used in this Confidentiality

Agreement, the tcrm "person" shall be broadly interpreted to include, without limitation, any

corporation, company, joint venture, partnership or individual.

(c) In the event that you receive a request to disclose all or any part of the

infonnation contained in the Evaluation Material under the terms of a valid and effective subpoena or

order issued by a court of competent jurisdiction or other regulatory body, you agree to (i) immediately

notify the Lcnder and the Borrower of the existcnce, terms and circumstances sWTounding such a

request, (ii) consult with the BOlTower on the advisability of taking legally available steps to resist or

narrow such request, and (iii) if disclosure of such information is required, exercise your best efforts to

obtain an order or other reliable assurance that confidential treatment will be accorded to such

information.

(d) Unless otherwise required by law in the opinion of your counsel, neither you nor

your Representative will, without our prior written consent, disclose to any person the fact that the

Evaluation Material has been made available to you.

B-1

CHRYSLER FINANCIAL COMMERCIAL CONFIDENTIAL INFORMATION
Material or any other infonnation provided to you by the Lender. Neither the Program Parties, their

aUiliates or Representatives, nor any of their respective officers, directors, employees, agents or

controlling persons (within the meaning of the 1934 Act) shall have any liability to you or any other

person (including, without limitation, any of your Representatives) resulting from your use of the

Evaluation Material.

(g) You agree that neither Lender nor any Program Party has granted you any

license, copyright, or similar right with respect to any of the Evaluation Material or any other

infonnation provided to you by the Lender.

(h) If you detennine that you do not wish to proceed with the Transaction, you will

promptly deliver to the Lender all of the Evaluation Material, including all copies and reproductions

thereof in your possession or in the possession of any of your Representatives.

(i) Without prejudice to the rights and remedies otherwise available to the Program

Parties, the Program Parties shall be entitled to equitable relief by way of injunction if you or any of

your Representatives breach or threaten to breach any of the provisions of this Confidentiality

Agreement. You agree to waive, and to cause your Representatives to waive, any requirement for the

securing or posting of any bond in connection with such remedy.

The validity and interpretation of this Confidentiality Agreement shall be governed by,

and construed and enforced in accordance with, the laws of the State of New York applicable to

agreements made and to be fully performed therein (excluding the conflicts of law rules) insofar as there

is no applicable Federal law. You submit to the jurisdiction of the United States District Court for the

District Of Columbia and the United States Court of Federal Claims for the purpose of any suit, action, or

other proceeding arising out ofthis Confidentiality Agreement.

The benefits of this Confidentiality Agreement shall inure to the respective successors

and assigns of the parties hereto, and the obligations and liabilities assumed in this Confidentiality

Agreement by the parties hereto shall be binding upon the respective successors and assigns.

If it is found in a final judgment by a court of competent jurisdiction (not subject to

further appeal) that any tenn or provision hereof is invalid or unenforceable, (i) the remaining terms and

provisions hereof shall be unimpaired and shall remain in full force and effect and (ii) the invalid or

unenforceable provision or term shall be replaced by a tenn or provision that is valid and enforceable and

that comes closest to expressing the intention ofsuch invalid or unenforceable term or provision.

This Agreement embodies the entire agreement and understanding of the parties hereto

and supersedes any and all prior agreements, arrangements and understandings relating to the matters

provided for herein. No alteration, waiver, amendments, or change or supplement hereto shall be binding

or effective unless the same is set forth in writing by a duly authorized representative of each party and

may be modified or waived only by a separate letter executed by the Borrower and you expressly so

modifying or waiving such Agreement.

B-2

CHRYSLER FINANCIAL COMMERCIAL CONFIDENTIAL INFORMATION

Material or any other infonnation provided to you by the Lender. Neither the Program Parties, their

aUiliates or Representatives, nor any of their respective officers, directors, employees, agents or

controlling persons (within the meaning of the 1934 Act) shall have any liability to you or any other

person (including, without limitation, any of your Representatives) resulting from your use of the

Evaluation Material.

(g) You agree that neither Lender nor any Program Party has granted you any

license, copyright, or similar right with respect to any of the Evaluation Material or any other

infonnation provided to you by the Lender.

(h) If you detennine that you do not wish to proceed with the Transaction, you will

promptly deliver to the Lender all of the Evaluation Material, including all copies and reproductions

thereof in your possession or in the possession of any of your Representatives.

(i) Without prejudice to the rights and remedies otherwise available to the Program

Parties, the Program Parties shall be entitled to equitable relief by way of injunction if you or any of

your Representatives breach or threaten to breach any of the provisions of this Confidentiality

Agreement. You agree to waive, and to cause your Representatives to waive, any requirement for the

securing or posting of any bond in connection with such remedy.

The validity and interpretation of this Confidentiality Agreement shall be governed by,

and construed and enforced in accordance with, the laws of the State of New York applicable to

agreements made and to be fully performed therein (excluding the conflicts of law rules) insofar as there

is no applicable Federal law. You submit to the jurisdiction of the United States District Court for the

District Of Columbia and the United States Court of Federal Claims for the purpose of any suit, action, or

other proceeding arising out ofthis Confidentiality Agreement.

The benefits of this Confidentiality Agreement shall inure to the respective successors

and assigns of the parties hereto, and the obligations and liabilities assumed in this Confidentiality

Agreement by the parties hereto shall be binding upon the respective successors and assigns.

If it is found in a final judgment by a court of competent jurisdiction (not subject to

further appeal) that any tenn or provision hereof is invalid or unenforceable, (i) the remaining terms and

provisions hereof shall be unimpaired and shall remain in full force and effect and (ii) the invalid or

unenforceable provision or term shall be replaced by a tenn or provision that is valid and enforceable and

that comes closest to expressing the intention ofsuch invalid or unenforceable term or provision.

This Agreement embodies the entire agreement and understanding of the parties hereto

and supersedes any and all prior agreements, arrangements and understandings relating to the matters

provided for herein. No alteration, waiver, amendments, or change or supplement hereto shall be binding

or effective unless the same is set forth in writing by a duly authorized representative of each party and

may be modified or waived only by a separate letter executed by the Borrower and you expressly so

modifying or waiving such Agreement.

B-2

CHRYSLER FINANCIAL COMMERCIAL CONFIDENTIAL INFORMATION
B-3

CHRYSLER FINANCIAL COMMERCIAL CONFIDENTIAL INFORMATION

B-3

CHRYSLER FINANCIAL COMMERCIAL CONFIDENTIAL INFORMATION
Confirmed and agreed to

this

__day of , 200_0

By: _

Name

Title:]

B-4

CHRYSLER FINANCIAL COMMERCIAL CONFIDENTIAL INFORMATION

Confirmed and agreed to

this

__day of , 200_0

By: _

Name

Title:]

B-4

CHRYSLER FINANCIAL COMMERCIAL CONFIDENTIAL INFORMATION
C-I

CHRYSLER FINANCIAL COMMERCIAL CONFIDENTIAL INFORMATION

C-I

CHRYSLER FINANCIAL COMMERCIAL CONFIDENTIAL INFORMATION
the regulation issued by the Department of the Treasury as published in the Federal Register on October

20, 2008) and/or any other economic stabilization program implemented by the Department of the

Treasury under the Emergency Economic Stabilization Act of 2008 (the "EESA") or otherwise either

prior to or subsequent to the date of this letter (any such program, including the Automotive Industry

Financing Program and/or the Capital Purchase Program, an "EESA Program"), [ ] (together

with its subsidiaries and affiliates, the "Company") hereby voluntarily waives any claim against the

United States for any changes to compensation or benefits of the Company's employees that are required

to comply with the regulations issued by the Department of the Treasury in connection with an EESA

Program, including without limitation the guidelines set forth in the regulation issued by the Dcpartment

of the Treasury as published in the Federal Register on October 20, 2008 and the requirements of the

Loan Agreement between [ ] and the United States Department ofthe Treasury entered into on or

about January 14,2009 (the "Limitations").

The Company acknowledges that the aforementioned regulations and Limitations may require

modification of the compensation, bonus, incentive and other benefit plans, arrangements, policies and

agreements (including so-called "golden parachute" agreements), whether or not in writing, that the

Company may have with its employees or in which such employees may participate as the regulations and

Limitations relate to the period the United States holds any equity or debt securities of the Company

acquired through an EESA Program, including without limitation the Automotive Industry Financing

Program and/or the Capital Purchase Program, or for any other period applicable under such EESA

Program or Limitations, as the case may be.

This waiver includes all claims the Company may have under the laws ofthe United States or any

state related to the requirements imposed by the aforementioned regulations and Limitations, including

without limitation a claim for any compensation or other payments or benefits the Company's employeeswould otherwise receive, any challenge to the process by which the aforementioned regulations or

Limitations are or were adopted and any tort or constitutional claim about the effect of these regulations

or Limitations on the Company's employment relationship with its employees.

By:

Name:

Title:

Date: January 2009

D-I-l

CHRYSLER FINANCIAL COMMERCIAL CONFIDENTIAL INFORMATION

the regulation issued by the Department of the Treasury as published in the Federal Register on October

20, 2008) and/or any other economic stabilization program implemented by the Department of the

Treasury under the Emergency Economic Stabilization Act of 2008 (the "EESA") or otherwise either

prior to or subsequent to the date of this letter (any such program, including the Automotive Industry

Financing Program and/or the Capital Purchase Program, an "EESA Program"), [ ] (together

with its subsidiaries and affiliates, the "Company") hereby voluntarily waives any claim against the

United States for any changes to compensation or benefits of the Company's employees that are required

to comply with the regulations issued by the Department of the Treasury in connection with an EESA

Program, including without limitation the guidelines set forth in the regulation issued by the Dcpartment

of the Treasury as published in the Federal Register on October 20, 2008 and the requirements of the

Loan Agreement between [ ] and the United States Department ofthe Treasury entered into on or

about January 14,2009 (the "Limitations").

The Company acknowledges that the aforementioned regulations and Limitations may require

modification of the compensation, bonus, incentive and other benefit plans, arrangements, policies and

agreements (including so-called "golden parachute" agreements), whether or not in writing, that the

Company may have with its employees or in which such employees may participate as the regulations and

Limitations relate to the period the United States holds any equity or debt securities of the Company

acquired through an EESA Program, including without limitation the Automotive Industry Financing

Program and/or the Capital Purchase Program, or for any other period applicable under such EESA

Program or Limitations, as the case may be.

This waiver includes all claims the Company may have under the laws ofthe United States or any

state related to the requirements imposed by the aforementioned regulations and Limitations, including

without limitation a claim for any compensation or other payments or benefits the Company's employeeswould otherwise receive, any challenge to the process by which the aforementioned regulations or

Limitations are or were adopted and any tort or constitutional claim about the effect of these regulations

or Limitations on the Company's employment relationship with its employees.

By:

Name:

Title:

Date: January 2009

D-I-l

CHRYSLER FINANCIAL COMMERCIAL CONFIDENTIAL INFORMATION
Troubled Assets Relief Program Capital Purchase Program (as set forth in the regulation issued by the

Depm1ment of the Treasury as published in the Federal Register on October 20, 2008) and/or any other

economic stabilization program implemented by the Department of the Treasury under the Emergency

Economic Stabilization Act of 2008 (the "EESA") or otherwise, either prior to or subsequent to the date

of this letter from me (any such program, including the Automotive Industry Financing Program and/or

the Capital Purchase Program, an "EESA Program"), I hereby voluntarily waive any claim against the

United States or my employer for any changes to my compensation or benefits that are required to comply

with the regulations issued by the Department of the Treasury in connection with an EESA Program,

including without limitation the guidelines set fOlth in the regulation issued by the Department of the

Treasury as published in the Federal Register on October 20, 2008 and the requirements of the Loan

Agreement between the Company and the United States Department of the Treasury entered into on or

about January 14,2009 (the "Limitations").

I acknowledge that the aforementioned regulations and Limitations may require modification of

the compensation, bonus, incentive and other benefit plans, arrangements, policies and agreements

(including so-called "golden parachute" agreements), whether or not in writing, that I may have with the

Company or in which I may participate as they relate to the period the United States holds any equity or

debt securities of the Company acquired through an EESA Program, including without limitation the

Automotive Industry Financing Program and/or the Capital Purchase Program, or for any other period

applicable under such EESA Program or Limitations, as the case may be.

This waiver includes all claims I may have under the laws ofthe United States or any state related

to the requirements imposed by the aforementioned regulations and Limitations, including without

limitation a claim for any compensation or other payments or benefits I would otherwise receive, any

challenge to the process by which the aforementioned regulations or Limitations are or were adopted and

any tort or constitutional claim about the effect of these regulations or Limitations on my employment

relationship.

Intending to be legally bound, I have executed this Waiver

as of this

__

th day ofJanuary, 2009.

Name:

D-2-1

CHRYSLER FINANCIAL COMMERCIAL CONFIDENTIAL INFORMATION

Troubled Assets Relief Program Capital Purchase Program (as set forth in the regulation issued by the

Depm1ment of the Treasury as published in the Federal Register on October 20, 2008) and/or any other

economic stabilization program implemented by the Department of the Treasury under the Emergency

Economic Stabilization Act of 2008 (the "EESA") or otherwise, either prior to or subsequent to the date

of this letter from me (any such program, including the Automotive Industry Financing Program and/or

the Capital Purchase Program, an "EESA Program"), I hereby voluntarily waive any claim against the

United States or my employer for any changes to my compensation or benefits that are required to comply

with the regulations issued by the Department of the Treasury in connection with an EESA Program,

including without limitation the guidelines set fOlth in the regulation issued by the Department of the

Treasury as published in the Federal Register on October 20, 2008 and the requirements of the Loan

Agreement between the Company and the United States Department of the Treasury entered into on or

about January 14,2009 (the "Limitations").

I acknowledge that the aforementioned regulations and Limitations may require modification of

the compensation, bonus, incentive and other benefit plans, arrangements, policies and agreements

(including so-called "golden parachute" agreements), whether or not in writing, that I may have with the

Company or in which I may participate as they relate to the period the United States holds any equity or

debt securities of the Company acquired through an EESA Program, including without limitation the

Automotive Industry Financing Program and/or the Capital Purchase Program, or for any other period

applicable under such EESA Program or Limitations, as the case may be.

This waiver includes all claims I may have under the laws ofthe United States or any state related

to the requirements imposed by the aforementioned regulations and Limitations, including without

limitation a claim for any compensation or other payments or benefits I would otherwise receive, any

challenge to the process by which the aforementioned regulations or Limitations are or were adopted and

any tort or constitutional claim about the effect of these regulations or Limitations on my employment

relationship.

Intending to be legally bound, I have executed this Waiver

as of this

__

th day ofJanuary, 2009.

Name:

D-2-1

CHRYSLER FINANCIAL COMMERCIAL CONFIDENTIAL INFORMATION
Troubled Assets Relief Program Capital Purchase Program (as set forth in the regulation issued by the

Department of the Treasury as published in the Federal Register on October 20, 2008) and/or any other

economic stabilization program implemented by the Department of the Treasury under the Emergency

Economic Stabilization Act of2008 (the "EESA") or otherwise either prior to or subsequent to the date of

this letter from me (any such program, including the Automotive Industry Financing Program and/or the

Capital Purchase Program, an "EESA Program"), I hereby voluntarily consent to and waive any claim

against any of the Company, the Company's Board of Mangers (or similar governing body), any

individual member of the Company's Board of Managers (or similar governing body) and the Company's

officers, employees, representatives and agents for any changes to my compensation or benefits that are

required to comply with the regulations issued by the Department of the Treasury in connection with an

EESA Program, including without limitation the guidelines set forth in the regulation issued by the

Department of the Treasury as published in the Federal Register on October 20, 2008 and the

requirements of the Loan Agreement between the Company and the United States Department of the

Treasury entered into on or about January 14,2009 (the "Limitations").

I acknowledge that the aforementioned regulations and Limitations may require modification of

the compensation, bonus, incentive and other benefit plans, arrangements, policies and agreements

(including so-called "golden parachute" agreements), whether or not in writing, that I may have with the

Company or in which I may participate as they relate to the period the United States holds any equity or

debt securities of the Company acquired through an EESA Program, including without limitation the

Automotive Industry Financing Program and/or the Capital Purchase Program, or for any other period

applicable under such EESA Program or Limitations, as the case may be.

This waiver includes all claims I may have under the laws ofthe United States or any state related

to the requirements imposed by the aforementioned regulations and Limitations, including without

limitation a claim for any compensation or other payments or benefits I would otherwise receive, any

challenge to the process by which the aforementioned regulations or Limitations are or were adopted and

any tort or constitutional claim about the effect of these regulations or Limitations on my employment

relationship.

I agree that, in the event and to the extent that the Compensation Committee of the Board of

Managers of the Company or similar goveming body (the "Committee") reasonably determines that any

compensatory payment and benefit provided to me, including any bonus or incentive compensation based

on materially inaccurate financial statements or perfonnance criteria, would cause the Company to fail to

be in compliance with the terms and conditions of any regulations or the Limitations (such payment or

benefit, an "Excess Payment"), upon notification from the Company, I shall promptly repay such Excess

Payment to the Company. In addition, I agree that the Company shall have the right to postpone any such

payment or benefit for a reasonable period of time to enable the Committee to determine whether such

payment or benefit would constitute an Excess Payment.

I understand that any determination by the Committee as to whether or not, including the manner

in which, a payment or benefit needs to be modified, terminated or repaid in order for the Company to be

in compliance with Section III of the EESA and/or the aforementioned regulations or Limitations shall

0-3-1

CHRYSLER FINANCIAL COMMERCIAL CONFIDENTIAL INFORMATION

Troubled Assets Relief Program Capital Purchase Program (as set forth in the regulation issued by the

Department of the Treasury as published in the Federal Register on October 20, 2008) and/or any other

economic stabilization program implemented by the Department of the Treasury under the Emergency

Economic Stabilization Act of2008 (the "EESA") or otherwise either prior to or subsequent to the date of

this letter from me (any such program, including the Automotive Industry Financing Program and/or the

Capital Purchase Program, an "EESA Program"), I hereby voluntarily consent to and waive any claim

against any of the Company, the Company's Board of Mangers (or similar governing body), any

individual member of the Company's Board of Managers (or similar governing body) and the Company's

officers, employees, representatives and agents for any changes to my compensation or benefits that are

required to comply with the regulations issued by the Department of the Treasury in connection with an

EESA Program, including without limitation the guidelines set forth in the regulation issued by the

Department of the Treasury as published in the Federal Register on October 20, 2008 and the

requirements of the Loan Agreement between the Company and the United States Department of the

Treasury entered into on or about January 14,2009 (the "Limitations").

I acknowledge that the aforementioned regulations and Limitations may require modification of

the compensation, bonus, incentive and other benefit plans, arrangements, policies and agreements

(including so-called "golden parachute" agreements), whether or not in writing, that I may have with the

Company or in which I may participate as they relate to the period the United States holds any equity or

debt securities of the Company acquired through an EESA Program, including without limitation the

Automotive Industry Financing Program and/or the Capital Purchase Program, or for any other period

applicable under such EESA Program or Limitations, as the case may be.

This waiver includes all claims I may have under the laws ofthe United States or any state related

to the requirements imposed by the aforementioned regulations and Limitations, including without

limitation a claim for any compensation or other payments or benefits I would otherwise receive, any

challenge to the process by which the aforementioned regulations or Limitations are or were adopted and

any tort or constitutional claim about the effect of these regulations or Limitations on my employment

relationship.

I agree that, in the event and to the extent that the Compensation Committee of the Board of

Managers of the Company or similar goveming body (the "Committee") reasonably determines that any

compensatory payment and benefit provided to me, including any bonus or incentive compensation based

on materially inaccurate financial statements or perfonnance criteria, would cause the Company to fail to

be in compliance with the terms and conditions of any regulations or the Limitations (such payment or

benefit, an "Excess Payment"), upon notification from the Company, I shall promptly repay such Excess

Payment to the Company. In addition, I agree that the Company shall have the right to postpone any such

payment or benefit for a reasonable period of time to enable the Committee to determine whether such

payment or benefit would constitute an Excess Payment.

I understand that any determination by the Committee as to whether or not, including the manner

in which, a payment or benefit needs to be modified, terminated or repaid in order for the Company to be

in compliance with Section III of the EESA and/or the aforementioned regulations or Limitations shall

0-3-1

CHRYSLER FINANCIAL COMMERCIAL CONFIDENTIAL INFORMATION
Name:

0-3-2

CHRYSLER FINANCIAL COMMERCIAL CONFIDENTIAL INFORMATION

Name:

0-3-2

CHRYSLER FINANCIAL COMMERCIAL CONFIDENTIAL INFORMATION
Troubled Assets Relief Program Capital Purchase Program (as set forth in the regulation issued by the

Depaliment of the Treasury as published in the Federal Register on October 20, 2008) and/or any other

economic stabilization program implemented by the Department of the Treasury under the Emergency

Economic Stabilization Act of 2008 (the "EESA") or otherwise either prior to or subsequent to the date of

this letter from me (any such program, including the Automotive Industry Financing Program and/or the

Capital Purchase Program, an "EESA Program"), I hereby voluntarily waive any claim against the

United States or my employer for any failure to payor accrue any bonus or incentive compensation as a

result of compliance with the regulations issued by the Department of the Treasury in connection with an

EESA Program, including without limitation the guidelines set forth in the regulation issued by the

Depaliment of the Treasury as published in the Federal Register on October 20, 2008 and the

requirements of the Loan Agreement between the Company and the United States Department of the

Treasury entered into on or about January 14,2009 (the "Limitations").

I acknowledge that the aforementioned regulations and Limitations may require modification of

the compensation, bonus, incentive and other benefit plans, arrangements, policies and agreements

(including so-called "golden parachute" agreements), whether or not in writing, that I may have with theCompany or in which I may participate as they relate to the period the United States holds any equity or

debt securities of the Company acquired through an EESA Program, including without limitation the

Automotive Industry Financing Program and/or the Capital Purchase Program, or for any other period

applicable under such EESA Program or Limitations, as the case may be.

This waiver includes all claims I may have under the laws of the United States or any state related

to the requirements imposed by the aforementioned regulations and Limitations, including without

limitation a claim for any compensation or other payments or benefits I would otherwise receive, any

challenge to the process by which the aforementioned regulations or Limitations are or were adopted and

any tort or constitutional claim about the effect of these regulations or Limitations on my employment

relationship.

Intending to be legally bound, I have executed this Waiver

as of this

__

th day ofJanuary, 2009.

Name:

0-4-1

CHRYSLER FINANCIAL COMMERCIAL CONFIDENTIAL INFORMATION

Troubled Assets Relief Program Capital Purchase Program (as set forth in the regulation issued by the

Depaliment of the Treasury as published in the Federal Register on October 20, 2008) and/or any other

economic stabilization program implemented by the Department of the Treasury under the Emergency

Economic Stabilization Act of 2008 (the "EESA") or otherwise either prior to or subsequent to the date of

this letter from me (any such program, including the Automotive Industry Financing Program and/or the

Capital Purchase Program, an "EESA Program"), I hereby voluntarily waive any claim against the

United States or my employer for any failure to payor accrue any bonus or incentive compensation as a

result of compliance with the regulations issued by the Department of the Treasury in connection with an

EESA Program, including without limitation the guidelines set forth in the regulation issued by the

Depaliment of the Treasury as published in the Federal Register on October 20, 2008 and the

requirements of the Loan Agreement between the Company and the United States Department of the

Treasury entered into on or about January 14,2009 (the "Limitations").

I acknowledge that the aforementioned regulations and Limitations may require modification of

the compensation, bonus, incentive and other benefit plans, arrangements, policies and agreements

(including so-called "golden parachute" agreements), whether or not in writing, that I may have with theCompany or in which I may participate as they relate to the period the United States holds any equity or

debt securities of the Company acquired through an EESA Program, including without limitation the

Automotive Industry Financing Program and/or the Capital Purchase Program, or for any other period

applicable under such EESA Program or Limitations, as the case may be.

This waiver includes all claims I may have under the laws of the United States or any state related

to the requirements imposed by the aforementioned regulations and Limitations, including without

limitation a claim for any compensation or other payments or benefits I would otherwise receive, any

challenge to the process by which the aforementioned regulations or Limitations are or were adopted and

any tort or constitutional claim about the effect of these regulations or Limitations on my employment

relationship.

Intending to be legally bound, I have executed this Waiver

as of this

__

th day ofJanuary, 2009.

Name:

0-4-1

CHRYSLER FINANCIAL COMMERCIAL CONFIDENTIAL INFORMATION
Troubled Assets Relief Program Capital Purehase Program (as set forth in the regulation issued by the

Department of the Treasury as published in the Federal Register on October 20, 2008) and/or any other

eeonomic stabilization program implemented by the Department of the Treasury under the Emergency

Economic Stabilization Act of 2008 (the "EESA") or otherwise either prior to or subsequent to the date of

this letter from me (any such program, including the Automotive Industry Financing Program and/or the

Capital Purehase Program, an "EESA Program"), I hereby voluntarily consent to and waive any claim

against any of the Company, the Company's Board of Managers (or similar governing body), any

individual member ofthe Company's Board of Managers (or similar governing body) and the Company's

officers, employees, representatives and agents for any failure to payor accrue any bonus or incentive

compensation as a result of compliance with the regulations issued by the Department of the Treasury in

connection with an EESA Program, including without limitation the guidelines set forth in the regulation

issued by the Department of the Treasury as published in the Federal Register on October 20, 2008 and

the requirements of the Loan Agreement between the Company and the United States Department of the

Treasury entered into on or about January 14,2009 (the "Limitations").

I acknowledge that the aforementioned regulations and Limitations may require modification of

the compensation, bonus, incentive and other benefit plans, arrangements, policies and agreements

(including so-called "golden parachute" agreements), whether or not in writing, that I may have with the

Company or in which I may participate as they relate to the period the United States holds any equity or

debt securities of the Company acquired through an EESA Program, including without limitation the

Automotive Industry Financing Program and/or the Capital Purchase Program, or for any other period

applicable under such EESA Program or Limitations, as the case may be.

This waiver includes all claims I may have under the laws ofthe United States or any state related

to the requirements imposed by the aforementioned regulations and Limitations, including without

limitation a claim for any compensation or other payments or benefits I would otherwise reeeive, any

challenge to the process by which the aforementioned regulations or Limitations are or were adopted and

any tort or constitutional claim about the effect of these regulations or Limitations on my employment

relationship.

I agree that, in the event and to the extent that the Compensation Committee of the Board of

Managers of the Company or similar governing body (the "Committee") reasonably determines that any

compensatory payment and benefit provided to me would cause the Company to fail to be in eompliance

with the terms and conditions of any regulations or the Limitations (such payment or benefit, an "Excess

Paymenr), upon notification from the Company, I shall promptly repay such Excess Payment to the

Company. In addition, I agree that the Company shall have the right to postpone any such payment or

benefit for a reasonable period of time to enable the Committee to detennine whether such payment or

benefit would eonstitute an Excess Payment.

I understand that any detennination by the Committee as to whether or not, including the manner

in which, a payment or benefit needs to be modified, terminated or repaid in order for the Company to be

in compliance with Section III of the EESA andlor the aforementioned regulations or Limitations shall

be final, conclusive and binding. I further understand that the Company is relying on this letter from me in

connection with its participation in an EESA Program.

0-5-1

CHRYSLER FINANCIAL COMMERCIAL CONFIDENTIAL INFORMATION

Troubled Assets Relief Program Capital Purehase Program (as set forth in the regulation issued by the

Department of the Treasury as published in the Federal Register on October 20, 2008) and/or any other

eeonomic stabilization program implemented by the Department of the Treasury under the Emergency

Economic Stabilization Act of 2008 (the "EESA") or otherwise either prior to or subsequent to the date of

this letter from me (any such program, including the Automotive Industry Financing Program and/or the

Capital Purehase Program, an "EESA Program"), I hereby voluntarily consent to and waive any claim

against any of the Company, the Company's Board of Managers (or similar governing body), any

individual member ofthe Company's Board of Managers (or similar governing body) and the Company's

officers, employees, representatives and agents for any failure to payor accrue any bonus or incentive

compensation as a result of compliance with the regulations issued by the Department of the Treasury in

connection with an EESA Program, including without limitation the guidelines set forth in the regulation

issued by the Department of the Treasury as published in the Federal Register on October 20, 2008 and

the requirements of the Loan Agreement between the Company and the United States Department of the

Treasury entered into on or about January 14,2009 (the "Limitations").

I acknowledge that the aforementioned regulations and Limitations may require modification of

the compensation, bonus, incentive and other benefit plans, arrangements, policies and agreements

(including so-called "golden parachute" agreements), whether or not in writing, that I may have with the

Company or in which I may participate as they relate to the period the United States holds any equity or

debt securities of the Company acquired through an EESA Program, including without limitation the

Automotive Industry Financing Program and/or the Capital Purchase Program, or for any other period

applicable under such EESA Program or Limitations, as the case may be.

This waiver includes all claims I may have under the laws ofthe United States or any state related

to the requirements imposed by the aforementioned regulations and Limitations, including without

limitation a claim for any compensation or other payments or benefits I would otherwise reeeive, any

challenge to the process by which the aforementioned regulations or Limitations are or were adopted and

any tort or constitutional claim about the effect of these regulations or Limitations on my employment

relationship.

I agree that, in the event and to the extent that the Compensation Committee of the Board of

Managers of the Company or similar governing body (the "Committee") reasonably determines that any

compensatory payment and benefit provided to me would cause the Company to fail to be in eompliance

with the terms and conditions of any regulations or the Limitations (such payment or benefit, an "Excess

Paymenr), upon notification from the Company, I shall promptly repay such Excess Payment to the

Company. In addition, I agree that the Company shall have the right to postpone any such payment or

benefit for a reasonable period of time to enable the Committee to detennine whether such payment or

benefit would eonstitute an Excess Payment.

I understand that any detennination by the Committee as to whether or not, including the manner

in which, a payment or benefit needs to be modified, terminated or repaid in order for the Company to be

in compliance with Section III of the EESA andlor the aforementioned regulations or Limitations shall

be final, conclusive and binding. I further understand that the Company is relying on this letter from me in

connection with its participation in an EESA Program.

0-5-1

CHRYSLER FINANCIAL COMMERCIAL CONFIDENTIAL INFORMATION
0-5-2

CHRYSLER FINANCIAL COMMERCIAL CONFIDENTIAL INFORMATION

0-5-2

CHRYSLER FINANCIAL COMMERCIAL CONFIDENTIAL INFORMATION
Department of the Treasury, as Lender (the 

Lender

). Capitalized terms used herein, but not herein

defined, shall have the meanings ascribed thereto in the Loan Agreement.

(the "Non-U.S. Lender") is providing this certificate pursuant to

Section 3.01(d) ofthe Loan Agreement. The Non-U.S. Lender hereby represents and walTants that:

1. The Non-U.S. Lender is the sole record and beneficial owner of the Loans or the obligations

evidenced by Note(s) in respect of which it is providing this certificate.

2. The Non-U.S. Lender is not a "bank" for purposes of Section 881(c)(3)(A) of the Internal

Revenue Code of 1986, as amended (the "Code"). In this regard, the Non-U.S. Lender further

represents and warrants that:

(a) the Non-U.S. Lender is not subject to regulatory or other legal requirements as a

bank in any jurisdiction; and

(b) the Non-U.S. Lender has not been treated as a bank for purposes of any tax,

securities law or other filing or submission made to any Governmental Authority, any

application made to a rating agency or qualification for any exemption from tax,

securities law or other legal requirements.

3. The Non-U.S. Lender is not a lO-percent shareholder of the BOlTower within the meaning of

Section 881(c)(3)(B) of the Code.

4. The Non-U.S. Lender is not a controlled foreign corporation receiving interest from a related

person within the meaning of Section 881(c)(3)(C) ofthe Code.

IN WITNESS WHEREOF, the undersigned has executed this certificate as of the date set forth below.

[NAME OF NON-U.S. LENDER]

By:

----------

Name:

---------

Title:

_

Dated:

£-1

CHRYSLER FINANCIAL COMMERCIAL CONFIDENTIAL INFORMATION

Department of the Treasury, as Lender (the 

Lender

). Capitalized terms used herein, but not herein

defined, shall have the meanings ascribed thereto in the Loan Agreement.

(the "Non-U.S. Lender") is providing this certificate pursuant to

Section 3.01(d) ofthe Loan Agreement. The Non-U.S. Lender hereby represents and walTants that:

1. The Non-U.S. Lender is the sole record and beneficial owner of the Loans or the obligations

evidenced by Note(s) in respect of which it is providing this certificate.

2. The Non-U.S. Lender is not a "bank" for purposes of Section 881(c)(3)(A) of the Internal

Revenue Code of 1986, as amended (the "Code"). In this regard, the Non-U.S. Lender further

represents and warrants that:

(a) the Non-U.S. Lender is not subject to regulatory or other legal requirements as a

bank in any jurisdiction; and

(b) the Non-U.S. Lender has not been treated as a bank for purposes of any tax,

securities law or other filing or submission made to any Governmental Authority, any

application made to a rating agency or qualification for any exemption from tax,

securities law or other legal requirements.

3. The Non-U.S. Lender is not a lO-percent shareholder of the BOlTower within the meaning of

Section 881(c)(3)(B) of the Code.

4. The Non-U.S. Lender is not a controlled foreign corporation receiving interest from a related

person within the meaning of Section 881(c)(3)(C) ofthe Code.

IN WITNESS WHEREOF, the undersigned has executed this certificate as of the date set forth below.

[NAME OF NON-U.S. LENDER]

By:

----------

Name:

---------

Title:

_

Dated:

£-1

CHRYSLER FINANCIAL COMMERCIAL CONFIDENTIAL INFORMATION
APPENDIX A 

SUPPLEMENT TO LOAN AGREEMENT 

REDACTED 
ANNEX X

Dated January 14,2009

SCHEDULE OF DEFINITIONS

"I-Year Swap Rate" means the yield as reported by Bloomberg LP as the I-Year US

Dollar Composite Swap Rate. In the event the US Dollar Composite Swap Rate is no longer quoted by

Bloomberg LP, the Servicer, with the consent of the Indenture Trustee (acting at the direction of the

Majority Investors), shall select a comparable publication to determine the I-Year Swap Rate.

"Accounts" shall mean the Collection Account and the Funding Account.

"Act" shall have the meaning specified in Section 12.03(a) ofthe Indenture.

"Additional Class A Principal Amount" shall mean, with respect to any Borrowing, the

amount, if any, advanced under the Class A Notes to the Issuer pursuant to Section 2.13 of the Indenture

in connection with such Borrowing.

"Additional Class C Principal Amount" shall mean, with respect to any Borrowing, the

amount, if any, advanced under the Class C Notes to the Issuer pursuant to Section 2.13 of the Indenture

in connection with such Borrowing.

"Adjusted Pool Balance" shall mean, on any date of determination, an amount equal to

the excess, if any, of the Pool Balance on such date of determination over the Yield Supplement

Overcollateralization Amount for such date of determination.

"Administrator" shall have the meaning specified in Section 9.01(a) of the Sale and

Servicing Agreement.

"Affiliate" shall mean, with respect to any Person, any other Person which, directly or

indirectly, is in control of, is controlled by, or is under common control with, such Person. For purposes

of this definition, a Person shall be deemed to be "controlled by" another Person if such other Person

possesses, directly or indirectly, power to direct or cause the direction of the management and policies of

such Person whether by contract or otherwise.

"Agreement" shall mean, when used in any Program Document (unless otherwise defined

therein), such Program Document, as the same may be amended, supplemented or otherwise modified and

in effect from time to time.

"Amount Financed" shall mean, with respect to a Receivable, the amount advanced under

such Receivable toward the purchase price of the Financed Vehicle and any related costs.

"Annual Percentage Rate" or "APR" of a Receivable shall mean the annual rate of

finance charges stated in the related Contract.

"Applicable Law" shall mean, with reference to any Person, all laws (including common

law), statutes, regulations, ordinances, treaties, judgments, decrees, injunctions, writs and orders of any

court, governmental agency or authority and rules, regulations, orders, directives, licenses and permits of

any Governmental Authority applicable to such Person or its property or in respect ofits operations.

NY3:#7454819

ANNEX X

Dated January 14,2009

SCHEDULE OF DEFINITIONS

"I-Year Swap Rate" means the yield as reported by Bloomberg LP as the I-Year US

Dollar Composite Swap Rate. In the event the US Dollar Composite Swap Rate is no longer quoted by

Bloomberg LP, the Servicer, with the consent of the Indenture Trustee (acting at the direction of the

Majority Investors), shall select a comparable publication to determine the I-Year Swap Rate.

"Accounts" shall mean the Collection Account and the Funding Account.

"Act" shall have the meaning specified in Section 12.03(a) ofthe Indenture.

"Additional Class A Principal Amount" shall mean, with respect to any Borrowing, the

amount, if any, advanced under the Class A Notes to the Issuer pursuant to Section 2.13 of the Indenture

in connection with such Borrowing.

"Additional Class C Principal Amount" shall mean, with respect to any Borrowing, the

amount, if any, advanced under the Class C Notes to the Issuer pursuant to Section 2.13 of the Indenture

in connection with such Borrowing.

"Adjusted Pool Balance" shall mean, on any date of determination, an amount equal to

the excess, if any, of the Pool Balance on such date of determination over the Yield Supplement

Overcollateralization Amount for such date of determination.

"Administrator" shall have the meaning specified in Section 9.01(a) of the Sale and

Servicing Agreement.

"Affiliate" shall mean, with respect to any Person, any other Person which, directly or

indirectly, is in control of, is controlled by, or is under common control with, such Person. For purposes

of this definition, a Person shall be deemed to be "controlled by" another Person if such other Person

possesses, directly or indirectly, power to direct or cause the direction of the management and policies of

such Person whether by contract or otherwise.

"Agreement" shall mean, when used in any Program Document (unless otherwise defined

therein), such Program Document, as the same may be amended, supplemented or otherwise modified and

in effect from time to time.

"Amount Financed" shall mean, with respect to a Receivable, the amount advanced under

such Receivable toward the purchase price of the Financed Vehicle and any related costs.

"Annual Percentage Rate" or "APR" of a Receivable shall mean the annual rate of

finance charges stated in the related Contract.

"Applicable Law" shall mean, with reference to any Person, all laws (including common

law), statutes, regulations, ordinances, treaties, judgments, decrees, injunctions, writs and orders of any

court, governmental agency or authority and rules, regulations, orders, directives, licenses and permits of

any Governmental Authority applicable to such Person or its property or in respect ofits operations.

NY3:#7454819
"Applicable Parties" shall have the meaning specified in Section 5.09 of the Purchase

Agreement.

"Assignment" shall mean an assignment substantially in the form of Exhibit A to the

Purchase Agreement, as such form may be amended, supplemented or modified from time to time.

"Authorized Officer" shall mean with respect to the Issuer any officer of the Owner

Trustee or any agent acting pursuant to a power of attorney of the Owner Trustee who is authorized to act

for the Owner Trustee in matters relating to the Issuer and who is identified on a list of Authorized

Officers delivered by the Owner Trustee to the Indenture Trustee on the Effective Date.

"Available Collections" shall mean, for any Payment Date, the sum of (i) all Collections

on the Pooled Receivables received during the related Collection Period, (ii) all Liquidation Proceeds of

Pooled Receivables that became Liquidated Receivables received during the related Collection Period,

(iii) all Purchase Amounts received with respect to the Purchased Receivables repurchased by the Seller

or purchased by the Servicer on the Business Day immediately preceding such Payment Date, (iv) the

aggregate net amounts payable to the Issuer under the Hedges on such Payment Date, (v) Investment

Earnings for such Payment Date and (vi) the Release Price with respect to Pooled Receivables released

pursuant to Section 2.09 of the Indenture since the immediately preceding Payment Date (to the extent

deposited into the Collection Account) less the amount thereof applied to pay principal of and accrued

and unpaid interest on the Notes on any Interim Payment Date.

"Benefit Plan" shall mean any employee benefit plan within the meaning of section 3(3)

of ERISA and any other plan, arrangement or agreement which provides for compensation, benefits,

fringe benefits or other remuneration to any employee, former employee, individual independent

contractor or director, including without limitation, any bonus, incentive, supplemental retirement plan,

golden parachute, employment, individual consulting, change of control, bonus or retention agreement,

whether provided directly or indirectly or otherwise.

"Borrowing" shall have the meaning specified in Section 2.13 ofthe Indenture.

"Borrowing Date" shall have the meaning specified in Section 2.13 ofthe Indenture.

"Business Day" shall mean a day other than a Saturday, Sunday or other day on which

commercial banks in New York, New York, Washington, D.C. or London, United Kingdom are

authorized or required by law or regulation to close.

"Capital Stock" shall mean 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

ofthe foregoing.

"Certificate" shall have the meaning specified in the Trust Agreement.

"Certificate of Formation" shall mean the certificate of formation of the Depositor filed

with the Secretary of State, as amended.

"Certificate of Trust" shall mean the restated certificate of trust of the Issuer substantially

in the form ofExhibit B to the Trust Agreement.

"Certificateholder" shall have the meaning specified in the Trust Agreement.

NY3:#7454819 2

"Applicable Parties" shall have the meaning specified in Section 5.09 of the Purchase

Agreement.

"Assignment" shall mean an assignment substantially in the form of Exhibit A to the

Purchase Agreement, as such form may be amended, supplemented or modified from time to time.

"Authorized Officer" shall mean with respect to the Issuer any officer of the Owner

Trustee or any agent acting pursuant to a power of attorney of the Owner Trustee who is authorized to act

for the Owner Trustee in matters relating to the Issuer and who is identified on a list of Authorized

Officers delivered by the Owner Trustee to the Indenture Trustee on the Effective Date.

"Available Collections" shall mean, for any Payment Date, the sum of (i) all Collections

on the Pooled Receivables received during the related Collection Period, (ii) all Liquidation Proceeds of

Pooled Receivables that became Liquidated Receivables received during the related Collection Period,

(iii) all Purchase Amounts received with respect to the Purchased Receivables repurchased by the Seller

or purchased by the Servicer on the Business Day immediately preceding such Payment Date, (iv) the

aggregate net amounts payable to the Issuer under the Hedges on such Payment Date, (v) Investment

Earnings for such Payment Date and (vi) the Release Price with respect to Pooled Receivables released

pursuant to Section 2.09 of the Indenture since the immediately preceding Payment Date (to the extent

deposited into the Collection Account) less the amount thereof applied to pay principal of and accrued

and unpaid interest on the Notes on any Interim Payment Date.

"Benefit Plan" shall mean any employee benefit plan within the meaning of section 3(3)

of ERISA and any other plan, arrangement or agreement which provides for compensation, benefits,

fringe benefits or other remuneration to any employee, former employee, individual independent

contractor or director, including without limitation, any bonus, incentive, supplemental retirement plan,

golden parachute, employment, individual consulting, change of control, bonus or retention agreement,

whether provided directly or indirectly or otherwise.

"Borrowing" shall have the meaning specified in Section 2.13 ofthe Indenture.

"Borrowing Date" shall have the meaning specified in Section 2.13 ofthe Indenture.

"Business Day" shall mean a day other than a Saturday, Sunday or other day on which

commercial banks in New York, New York, Washington, D.C. or London, United Kingdom are

authorized or required by law or regulation to close.

"Capital Stock" shall mean 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

ofthe foregoing.

"Certificate" shall have the meaning specified in the Trust Agreement.

"Certificate of Formation" shall mean the certificate of formation of the Depositor filed

with the Secretary of State, as amended.

"Certificate of Trust" shall mean the restated certificate of trust of the Issuer substantially

in the form ofExhibit B to the Trust Agreement.

"Certificateholder" shall have the meaning specified in the Trust Agreement.

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"Class A Final Payment Date" shall mean the Payment Date following the Collection

Period which is 60 months following the Effective Date.

"Class A Initial Principal Balance" shall mean $100,000,000.

"Class A Monthly Costs and Expenses" shall mean for any Payment Date any and all

amounts, including without limitation, costs, expenses, and indemnity payments, then due and payable by

the Issuer to the Class A Noteholders pursuant to the Indenture or the Loan Agreement on such Payment

Date, other than interest and principal on the Class A Notes.

"Class A Monthly Interest" shall mean interest accrued on the Class A Notes during the

related Collection Period in accordance with the Indenture and the Class A Notes.

"Class A Noteholder" shall mean the Person in whose name a Class A Note is registered

in the Note Register.

"Class A Notes" shall mean the Class A Floating Rate Asset Backed Notes, substantially

in the form of Exhibit A to the Indenture.

"Class A Principal Balance" shall mean, on any date, an amount equal to the excess, if

any, of (a) the sum of (i) the Class A Initial Principal Balance and (ii) the aggregate principal amount of

any Additional Class A Principal Amounts advanced pursuant to Section 2.13 of the Indenture and

Section 2.01 of the Loan Agreement on or prior to such date over (b) the aggregate amount of any

principal payments in respect of the Class A Notes made on Payment Dates and Interim Payment Dates

pursuant to the Indenture through and including such date.

"Class B Final Payment Date" shall mean the Payment Date following the Collection

Period which is 60 months following the Effective Date.

"Class B Initial Principal Balance" shall mean $15,000,000.

"Class B Monthly Costs and Expenses" shall mean for any Payment Date any and all

amounts, including without limitation, costs, expenses, and indemnity payments, then due and payable by

the Issuer to the Class B Noteholders pursuant to the Indenture or the Loan Agreement on such Payment

Date, other than interest and principal on the Class B Notes.

"Class B Monthly Interest" shall mean interest accrued on the Class B Notes during the

related Collection Period in accordance with the Indenture and the Class B Notes.

"Class B Noteholder" shall mean the Person in whose name a Class B Note is registered

in the Note Register.

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"Class A Final Payment Date" shall mean the Payment Date following the Collection

Period which is 60 months following the Effective Date.

"Class A Initial Principal Balance" shall mean $100,000,000.

"Class A Monthly Costs and Expenses" shall mean for any Payment Date any and all

amounts, including without limitation, costs, expenses, and indemnity payments, then due and payable by

the Issuer to the Class A Noteholders pursuant to the Indenture or the Loan Agreement on such Payment

Date, other than interest and principal on the Class A Notes.

"Class A Monthly Interest" shall mean interest accrued on the Class A Notes during the

related Collection Period in accordance with the Indenture and the Class A Notes.

"Class A Noteholder" shall mean the Person in whose name a Class A Note is registered

in the Note Register.

"Class A Notes" shall mean the Class A Floating Rate Asset Backed Notes, substantially

in the form of Exhibit A to the Indenture.

"Class A Principal Balance" shall mean, on any date, an amount equal to the excess, if

any, of (a) the sum of (i) the Class A Initial Principal Balance and (ii) the aggregate principal amount of

any Additional Class A Principal Amounts advanced pursuant to Section 2.13 of the Indenture and

Section 2.01 of the Loan Agreement on or prior to such date over (b) the aggregate amount of any

principal payments in respect of the Class A Notes made on Payment Dates and Interim Payment Dates

pursuant to the Indenture through and including such date.

"Class B Final Payment Date" shall mean the Payment Date following the Collection

Period which is 60 months following the Effective Date.

"Class B Initial Principal Balance" shall mean $15,000,000.

"Class B Monthly Costs and Expenses" shall mean for any Payment Date any and all

amounts, including without limitation, costs, expenses, and indemnity payments, then due and payable by

the Issuer to the Class B Noteholders pursuant to the Indenture or the Loan Agreement on such Payment

Date, other than interest and principal on the Class B Notes.

"Class B Monthly Interest" shall mean interest accrued on the Class B Notes during the

related Collection Period in accordance with the Indenture and the Class B Notes.

"Class B Noteholder" shall mean the Person in whose name a Class B Note is registered

in the Note Register.

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"Class B Notes" shall mean the Class B Floating Rate Asset Backed Notes, substantially

in the fonn ofExhibit B to the Indenture.

"Class B Principal Balance" shall mean, with respect to any date, an amount equal to the

excess, if any, of (a) the sum of (i) the Class B Initial Principal Balance, plus (ii) all annual additions to

the Class B Principal Balance pursuant to Section 2.02 of the Loan Agreement on or prior to such date

plus (iii) the aggregate amount of any Class B Monthly Interest not paid in full in cash on any prior

Payment Date over (b) the aggregate amount of any principal payments in respect of the Class B Notes

made on Payment Dates and Interim Payment Dates pursuant to the Indenture through and including such

date.

"Class C Final Payment Date" shall have the meaning given to such tenn in the Note

Purchase Agreement, provided that in no event shall the Class C Final Payment Date be prior to the Class

B Final Payment Date.

"Class C Initial Principal Balance" shall mean $0.

"Class C Monthly Interest" shall have the meaning specified in the Note Purchase

Agreement.

"Class C Noteholder" shall mean the Person in whose name a Class C Note is registered

in the Note Register.

"Class C Notes" shall mean the Class C Floating Rate Asset Backed Notes, substantially

in the fonn of Exhibit C to the Indenture.

"Class C Principal Balance" shall mean, with respect to any date, an amount equal to the

excess, if any, of (a) the sum of (i) the Class C Initial Principal Balance, plus (ii) the aggregate principal

amount of any Additional Class C Principal Amounts advanced pursuant to Section 2.13 of the Indenture

and the Note Purchase Agreement on or prior to such date plus (iii) the aggregate amount of any

Class C Monthly Interest not paid in full in cash on any prior Payment Date over (b) the aggregate

amount of any principal payments in respect of the Class C Notes made on Payment Dates and Interim

Payment Dates pursuant to the Indenture through and including such date.

"Code" shall mean the Internal Revenue Code of 1986, as amended, supplemented or

otherwise modified and in effect from time to time.

"Collateral" has the meaning specified in the Granting Clauses ofthe Indenture.

"Collection Account" shall mean the account established pursuant to Section 8.02(a) of

the Indenture.

"Collection Period" shall mean a calendar month (or in the case of the first Collection

Period, the period from and excluding January 14, 2009 and ending at the close of business on January

31, 2009). The "related Collection Period" for a Payment Date is the Collection Period ending

immediately prior to such Payment Date. Unless otherwise specified, any amount stated as of the last day

of a Collection Period or as of the first day of a Collection Period shall give effect to the following

calculations as detennined as ofthe close of business on such last day: (1) all applications ofCollections,

and (2) all distributions to be made on the related Payment Date.

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"Class B Notes" shall mean the Class B Floating Rate Asset Backed Notes, substantially

in the fonn ofExhibit B to the Indenture.

"Class B Principal Balance" shall mean, with respect to any date, an amount equal to the

excess, if any, of (a) the sum of (i) the Class B Initial Principal Balance, plus (ii) all annual additions to

the Class B Principal Balance pursuant to Section 2.02 of the Loan Agreement on or prior to such date

plus (iii) the aggregate amount of any Class B Monthly Interest not paid in full in cash on any prior

Payment Date over (b) the aggregate amount of any principal payments in respect of the Class B Notes

made on Payment Dates and Interim Payment Dates pursuant to the Indenture through and including such

date.

"Class C Final Payment Date" shall have the meaning given to such tenn in the Note

Purchase Agreement, provided that in no event shall the Class C Final Payment Date be prior to the Class

B Final Payment Date.

"Class C Initial Principal Balance" shall mean $0.

"Class C Monthly Interest" shall have the meaning specified in the Note Purchase

Agreement.

"Class C Noteholder" shall mean the Person in whose name a Class C Note is registered

in the Note Register.

"Class C Notes" shall mean the Class C Floating Rate Asset Backed Notes, substantially

in the fonn of Exhibit C to the Indenture.

"Class C Principal Balance" shall mean, with respect to any date, an amount equal to the

excess, if any, of (a) the sum of (i) the Class C Initial Principal Balance, plus (ii) the aggregate principal

amount of any Additional Class C Principal Amounts advanced pursuant to Section 2.13 of the Indenture

and the Note Purchase Agreement on or prior to such date plus (iii) the aggregate amount of any

Class C Monthly Interest not paid in full in cash on any prior Payment Date over (b) the aggregate

amount of any principal payments in respect of the Class C Notes made on Payment Dates and Interim

Payment Dates pursuant to the Indenture through and including such date.

"Code" shall mean the Internal Revenue Code of 1986, as amended, supplemented or

otherwise modified and in effect from time to time.

"Collateral" has the meaning specified in the Granting Clauses ofthe Indenture.

"Collection Account" shall mean the account established pursuant to Section 8.02(a) of

the Indenture.

"Collection Period" shall mean a calendar month (or in the case of the first Collection

Period, the period from and excluding January 14, 2009 and ending at the close of business on January

31, 2009). The "related Collection Period" for a Payment Date is the Collection Period ending

immediately prior to such Payment Date. Unless otherwise specified, any amount stated as of the last day

of a Collection Period or as of the first day of a Collection Period shall give effect to the following

calculations as detennined as ofthe close of business on such last day: (1) all applications ofCollections,

and (2) all distributions to be made on the related Payment Date.

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"Collections" shall mean all monies received by or on behalf of the Issuer in respect of

the Pooled Receivables, including, without limitation, Liquidation Proceeds, Recoveries and payments

related to refunds of extended warranty protection plan costs or of physical damage, credit life or

disability insurance policy premiums, but only to the extent that such costs or premiums were financed by

the respective Obligor as ofthe date ofthe related Contract.

"Commonly Controlled Entity" shall mean, with respect to a Person, an entity, whether or

not incorporated, which is under common control with such Person within the meaning of Section 4001 of

ERISA or is part of a group which includes such Person and which is treated as a single employer under

Section 414 ofthe Code.

"Consolidated" refers to the consolidation of accounts in accordance with GAAP.

"Contract" shall mean a motor vehicle retail installment sale contract or a note and

security agreement.

"Contractual Obligation" shall mean, as to any Person as of any day, any provision of any

security issued by such Person or of any agreement, instrument or undertaking to which such Person is a

party or by which it or any ofits property is bound as ofsuch day.

"Corporate Trust Office" shall mean the principal office of the Indenture Trustee at

which any particular time its corporate trust business shall be administered which office at the date of the

execution of the Indenture is located at 60 Wall Street, MC-NYC60-2606, 26th Floor, New York, NY

10005, Attention: Trust and Securities Services or at any other time at such other address as the Indenture

Trustee may designate from time to time by notice to the Holders.

"Counterparty" shall mean a Person who is a party to a Hedge with the Issuer.

"Credit and Collection Policy" shall have the meaning specified in Section 5.06 of the

Purchase Agreement.

II==-

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"Collections" shall mean all monies received by or on behalf of the Issuer in respect of

the Pooled Receivables, including, without limitation, Liquidation Proceeds, Recoveries and payments

related to refunds of extended warranty protection plan costs or of physical damage, credit life or

disability insurance policy premiums, but only to the extent that such costs or premiums were financed by

the respective Obligor as ofthe date ofthe related Contract.

"Commonly Controlled Entity" shall mean, with respect to a Person, an entity, whether or

not incorporated, which is under common control with such Person within the meaning of Section 4001 of

ERISA or is part of a group which includes such Person and which is treated as a single employer under

Section 414 ofthe Code.

"Consolidated" refers to the consolidation of accounts in accordance with GAAP.

"Contract" shall mean a motor vehicle retail installment sale contract or a note and

security agreement.

"Contractual Obligation" shall mean, as to any Person as of any day, any provision of any

security issued by such Person or of any agreement, instrument or undertaking to which such Person is a

party or by which it or any ofits property is bound as ofsuch day.

"Corporate Trust Office" shall mean the principal office of the Indenture Trustee at

which any particular time its corporate trust business shall be administered which office at the date of the

execution of the Indenture is located at 60 Wall Street, MC-NYC60-2606, 26th Floor, New York, NY

10005, Attention: Trust and Securities Services or at any other time at such other address as the Indenture

Trustee may designate from time to time by notice to the Holders.

"Counterparty" shall mean a Person who is a party to a Hedge with the Issuer.

"Credit and Collection Policy" shall have the meaning specified in Section 5.06 of the

Purchase Agreement.

II==-

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"Dealer" shall mean a dealer who sold a Financed Vehicle and who originated and

assigned the related Receivable to FinCo under an existing agreement between such dealer and FinCo.

"Default" shall mean an event which, but for the lapse of time or the giving of notice or

both, would constitute an Event of Default.

"Defaulted Receivable" shall mean any Pooled Receivable with respect to which a

payment is more than 120 days past due.

"Deferred Receivable" shall mean any Receivable that provides for a first scheduled

monthly payment that is later than the second month following the date of origination thereof but that is

no later than the sixth month following the date of origination thereof and thereafter provides for level

monthly payments that fully amortize the Amount Financed by maturity and yields interest at the APR

(provided that the payment in the last month of the life of the Receivable may be minimally different);

provided, however, that a Pooled Receivable shall not be considered a Deferred Receivable as of and after

the last day of the Collection Period immediately preceding the Collection Period during which the first

scheduled monthly payment thereon is due.

"Depositor" shall mean Chrysler Balloon Depositor II LLC, a Delaware limited liability

company, or its successors.

"Depositor Operating Agreement" shall mean the amended and restated limited liability

company agreement dated January 14, 2009 of the Depositor to which FinCo is a party, as amended,

modified and supplemented from time to time in accordance with the Sale and Servicing Agreement.

"Depositor Recharacterization" shall have the meaning specified in Section 2.01 (d) ofthe

Sale and Servicing Agreement.

"Designated Contributed Receivable" shall have the meaning specified in Section 2.02(b)

of the Purchase Agreement.

"Designated Purchase Receivable" shall have the meaning specified in Section 2.0l(a) of

the Purchase Agreement.

"Designated Receivables" shall have the meaning specified in Section 2.02(b) of the

Purchase Agreement.

"Dollars" or ".$." shall mean lawful currency of the United States of America.

"Domestic Subsidiary" shall mean any Subsidiary of the Seller organized under the laws

of the United States, any state thereof or the District of Columbia, but excluding Puerto Rico or any

external United States territory and excluding DaimlerChrysler Financial Services Venezuela, LLC.

"Due Diligence Reviews" shall mean the performance by or on behalf of the Lender of

any or all of the reviews permitted under Section 19(a) of Schedule B to the Purchase Agreement as

desired by the Lender from time to time.

"Effective Date" means January 14,2009.

"Eligible Deposit Account" shall mean either (a) a segregated account with an Eligible

Institution or (b) a segregated trust account with the corporate trust department of a depository institution

NY3:#7454819 6

"Dealer" shall mean a dealer who sold a Financed Vehicle and who originated and

assigned the related Receivable to FinCo under an existing agreement between such dealer and FinCo.

"Default" shall mean an event which, but for the lapse of time or the giving of notice or

both, would constitute an Event of Default.

"Defaulted Receivable" shall mean any Pooled Receivable with respect to which a

payment is more than 120 days past due.

"Deferred Receivable" shall mean any Receivable that provides for a first scheduled

monthly payment that is later than the second month following the date of origination thereof but that is

no later than the sixth month following the date of origination thereof and thereafter provides for level

monthly payments that fully amortize the Amount Financed by maturity and yields interest at the APR

(provided that the payment in the last month of the life of the Receivable may be minimally different);

provided, however, that a Pooled Receivable shall not be considered a Deferred Receivable as of and after

the last day of the Collection Period immediately preceding the Collection Period during which the first

scheduled monthly payment thereon is due.

"Depositor" shall mean Chrysler Balloon Depositor II LLC, a Delaware limited liability

company, or its successors.

"Depositor Operating Agreement" shall mean the amended and restated limited liability

company agreement dated January 14, 2009 of the Depositor to which FinCo is a party, as amended,

modified and supplemented from time to time in accordance with the Sale and Servicing Agreement.

"Depositor Recharacterization" shall have the meaning specified in Section 2.01 (d) ofthe

Sale and Servicing Agreement.

"Designated Contributed Receivable" shall have the meaning specified in Section 2.02(b)

of the Purchase Agreement.

"Designated Purchase Receivable" shall have the meaning specified in Section 2.0l(a) of

the Purchase Agreement.

"Designated Receivables" shall have the meaning specified in Section 2.02(b) of the

Purchase Agreement.

"Dollars" or ".$." shall mean lawful currency of the United States of America.

"Domestic Subsidiary" shall mean any Subsidiary of the Seller organized under the laws

of the United States, any state thereof or the District of Columbia, but excluding Puerto Rico or any

external United States territory and excluding DaimlerChrysler Financial Services Venezuela, LLC.

"Due Diligence Reviews" shall mean the performance by or on behalf of the Lender of

any or all of the reviews permitted under Section 19(a) of Schedule B to the Purchase Agreement as

desired by the Lender from time to time.

"Effective Date" means January 14,2009.

"Eligible Deposit Account" shall mean either (a) a segregated account with an Eligible

Institution or (b) a segregated trust account with the corporate trust department of a depository institution

NY3:#7454819 6
organized under the laws ofthe United States of America or anyone ofthe states thereof or the District of

Columbia (or any domestic branch of a foreign bank), having corporate trust powers and acting as trustee

for funds deposited in such account, so long as any of the securities of such depository institution shall

have a credit rating from each Rating Agency in one of its generic rating categories that signifies

investment grade.

"Eligible Institution" shall mean (a) a depository institution organized under the laws of

the United States of America or anyone of the states thereof or the District of Columbia (or any domestic

branch of a foreign bank), which (i) has either (A) a long-term unsecured debt rating of "AA" or better by

S&P and "A2" or better by Moody's or (B) a certificate of deposit rating of "A-I" by S&P and "P-I" by

Moody's and (ii) whose deposits are insured by the FDIC or (b) the corporate trust department of the

Indenture Trustee.

"Eligible Receivable" shall mean a Receivable which as of the date it becomes a Pooled

Receivable satisfies the following criteria:

NY3:#7454819 7

organized under the laws ofthe United States of America or anyone ofthe states thereof or the District of

Columbia (or any domestic branch of a foreign bank), having corporate trust powers and acting as trustee

for funds deposited in such account, so long as any of the securities of such depository institution shall

have a credit rating from each Rating Agency in one of its generic rating categories that signifies

investment grade.

"Eligible Institution" shall mean (a) a depository institution organized under the laws of

the United States of America or anyone of the states thereof or the District of Columbia (or any domestic

branch of a foreign bank), which (i) has either (A) a long-term unsecured debt rating of "AA" or better by

S&P and "A2" or better by Moody's or (B) a certificate of deposit rating of "A-I" by S&P and "P-I" by

Moody's and (ii) whose deposits are insured by the FDIC or (b) the corporate trust department of the

Indenture Trustee.

"Eligible Receivable" shall mean a Receivable which as of the date it becomes a Pooled

Receivable satisfies the following criteria:

NY3:#7454819 7
NY3:#7454819 8
NY3:#7454819 9
NY3:#7454819 10
"Equity Interests" shall mean any and all equity interests, including any shares of stock,

membership or partnership interests, participations or other equivalents whether certificated or

uncertificated (however designated) of a corporation, limited liability company, partnership or any other

entity, and any and all similar ownership interests in a Person and any and all warrants or options to

purchase any ofthe foregoing.

"ERISA" shall mean the Employee Retirement Income Security Act of 1974, as

amended, supplemented or otherwise modified and in effect from time to time.

"Event of Bankruptcy" shall mean, with respect to a specified Person, (a) the filing of a

decree or order for relief by a court having jurisdiction in the premises in respect of such Person or any

substantial part of its property in an involuntary case under any applicable federal or state bankruptcy,

insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee,

custodian, trustee, sequestrator or similar official for such Person or for any substantial part of its

property, or ordering the winding-up or liquidation ofsuch Person's affairs, and such decree or order shall

remain unstayed and in effect for a period of 60 consecutive days; or (b) the commencement by such

Person of a voluntary case under any applicable federal or state bankruptcy, insolvency or other similar

law now or hereafter in effect, or the consent by such Person to the entry of an order for relief in an

involuntary case under any such law, or the consent by such Person to the appointment of or taking

possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for such

Person or for any substantial part of its property, or the making by such Person of any general assignment

for the benefit of creditors, or the failure by such Person generally to pay its debts as such debts become

due, or the taking of action by such Person in furtherance of any ofthe foregoing.

"Event of Default" shall mean any of the events specified in Section 5.01 of the

Indenture; provided that any requirement for the giving of notice, the lapse of time, or both, or any other

condition, has been satisfied.

"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.

"Excluded Taxes" shall mean, with respect to any Noteholder or any other recipient of

any payment to be made by or on account of any obligation of the Issuer under the Indenture or any other

Program Document, (a) income or franchise taxes imposed on (or measured by) its net income by the

United States of America, or by the jurisdiction under the laws of which such recipient is organized or in

which its principal office is located or, in the case of any Noteholder, in which its applicable lending

office is located, (b) any branch profits taxes imposed by the United States of America or any similar tax

imposed by any other jurisdiction in which the Issuer is located and (c) in the case of a Foreign

Noteholder, any withholding tax that is imposed on amounts payable to such Foreign Noteholder at the

time such Foreign Noteholder becomes a party to the Note Purchase Agreement (or designates a new

lending office) or is attributable to such Foreign Noteholder's failure to comply with the tax

documentation requirements set forth in the Loan Agreement or the Note Purchase Agreement, as

applicable, except to the extent that such Foreign Noteholder (or its assignor, if any) was entitled, at the

NY3:#7454819 11

"Equity Interests" shall mean any and all equity interests, including any shares of stock,

membership or partnership interests, participations or other equivalents whether certificated or

uncertificated (however designated) of a corporation, limited liability company, partnership or any other

entity, and any and all similar ownership interests in a Person and any and all warrants or options to

purchase any ofthe foregoing.

"ERISA" shall mean the Employee Retirement Income Security Act of 1974, as

amended, supplemented or otherwise modified and in effect from time to time.

"Event of Bankruptcy" shall mean, with respect to a specified Person, (a) the filing of a

decree or order for relief by a court having jurisdiction in the premises in respect of such Person or any

substantial part of its property in an involuntary case under any applicable federal or state bankruptcy,

insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee,

custodian, trustee, sequestrator or similar official for such Person or for any substantial part of its

property, or ordering the winding-up or liquidation ofsuch Person's affairs, and such decree or order shall

remain unstayed and in effect for a period of 60 consecutive days; or (b) the commencement by such

Person of a voluntary case under any applicable federal or state bankruptcy, insolvency or other similar

law now or hereafter in effect, or the consent by such Person to the entry of an order for relief in an

involuntary case under any such law, or the consent by such Person to the appointment of or taking

possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for such

Person or for any substantial part of its property, or the making by such Person of any general assignment

for the benefit of creditors, or the failure by such Person generally to pay its debts as such debts become

due, or the taking of action by such Person in furtherance of any ofthe foregoing.

"Event of Default" shall mean any of the events specified in Section 5.01 of the

Indenture; provided that any requirement for the giving of notice, the lapse of time, or both, or any other

condition, has been satisfied.

"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.

"Excluded Taxes" shall mean, with respect to any Noteholder or any other recipient of

any payment to be made by or on account of any obligation of the Issuer under the Indenture or any other

Program Document, (a) income or franchise taxes imposed on (or measured by) its net income by the

United States of America, or by the jurisdiction under the laws of which such recipient is organized or in

which its principal office is located or, in the case of any Noteholder, in which its applicable lending

office is located, (b) any branch profits taxes imposed by the United States of America or any similar tax

imposed by any other jurisdiction in which the Issuer is located and (c) in the case of a Foreign

Noteholder, any withholding tax that is imposed on amounts payable to such Foreign Noteholder at the

time such Foreign Noteholder becomes a party to the Note Purchase Agreement (or designates a new

lending office) or is attributable to such Foreign Noteholder's failure to comply with the tax

documentation requirements set forth in the Loan Agreement or the Note Purchase Agreement, as

applicable, except to the extent that such Foreign Noteholder (or its assignor, if any) was entitled, at the

NY3:#7454819 11
time of designation of a new lending office (or assignment), to receive additional amounts from the Issuer

with respect to such withholding tax pursuant to the Note Purchase Agreement.

"Executive Officer" shall mean, with respect to any Person, the Chief Executive Officer,

the Chief Operating Officer, the Chief Financial Officer, the President, any Executive Vice President, any

Vice President, the Secretary or the Treasurer thereof.

"Expense Policy" shall mean the Seller's comprehensive written Travel, Entertainment

and Business Expense Policy and various Delegations of Authority that have been adopted by Seller's

Board of Managers and maintained and implemented in accordance with Section 10 of Schedule B to the

Purchase Agreement.

"Financed Vehicle" shall mean an automobile, light-duty truck or sport utility vehicle

that is a Dodge, Jeep or Chrysler brand, together with all accessions thereto, securing an Obligor's

indebtedness under the respective Receivable.

"Financial Assets" shall have the meaning specified in Section 8.04(d) ofthe Indenture.

"FinCo" shall mean Chrysler Financial Services Americas LLC, a Michigan limited

liability company, or its successors.

"FinCo Responsible Officer" shall mean the chief executive officer, president, chief

accounting officer, chief financial officer, treasurer, assistant treasurer or controller of FinCo, or, in each

case, any individual with a substantially equivalent title.

"Foreign Noteholder" shall mean any Noteholder that is organized under the laws of a

jurisdiction other than that in which the Issuer is located. For purposes of this definition, the United

States of America, each State thereof and the District of Columbia shall be deemed to constitute a single

jurisdiction.

"Funding Account" shall mean the account established pursuant to Section 8.03(a) of the

Indenture.

"Funding Account Amount" shall mean, as of any date, the amount on deposit in the

Funding Account, excluding the net Investment Earnings on amounts on deposit in the Funding Account.

"Funding Account Initial Deposit" shall mean $100,000,000.

"Funding Period" shall mean the period from and including the Effective Date to and

ending on the earliest of the (i) date on which the Maximum Loan Amount has been reduced to zero and

no amount remains on deposit in the Funding Account and (ii) date on which an Event of Default occurs.

"GAAP" shall mean the generally accepted accounting principles in the United States of

America in effect from time to time.

"Governmental Authority" shall mean any nation or government, any state or other

political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or

administrative functions of or pertaining to government.

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time of designation of a new lending office (or assignment), to receive additional amounts from the Issuer

with respect to such withholding tax pursuant to the Note Purchase Agreement.

"Executive Officer" shall mean, with respect to any Person, the Chief Executive Officer,

the Chief Operating Officer, the Chief Financial Officer, the President, any Executive Vice President, any

Vice President, the Secretary or the Treasurer thereof.

"Expense Policy" shall mean the Seller's comprehensive written Travel, Entertainment

and Business Expense Policy and various Delegations of Authority that have been adopted by Seller's

Board of Managers and maintained and implemented in accordance with Section 10 of Schedule B to the

Purchase Agreement.

"Financed Vehicle" shall mean an automobile, light-duty truck or sport utility vehicle

that is a Dodge, Jeep or Chrysler brand, together with all accessions thereto, securing an Obligor's

indebtedness under the respective Receivable.

"Financial Assets" shall have the meaning specified in Section 8.04(d) ofthe Indenture.

"FinCo" shall mean Chrysler Financial Services Americas LLC, a Michigan limited

liability company, or its successors.

"FinCo Responsible Officer" shall mean the chief executive officer, president, chief

accounting officer, chief financial officer, treasurer, assistant treasurer or controller of FinCo, or, in each

case, any individual with a substantially equivalent title.

"Foreign Noteholder" shall mean any Noteholder that is organized under the laws of a

jurisdiction other than that in which the Issuer is located. For purposes of this definition, the United

States of America, each State thereof and the District of Columbia shall be deemed to constitute a single

jurisdiction.

"Funding Account" shall mean the account established pursuant to Section 8.03(a) of the

Indenture.

"Funding Account Amount" shall mean, as of any date, the amount on deposit in the

Funding Account, excluding the net Investment Earnings on amounts on deposit in the Funding Account.

"Funding Account Initial Deposit" shall mean $100,000,000.

"Funding Period" shall mean the period from and including the Effective Date to and

ending on the earliest of the (i) date on which the Maximum Loan Amount has been reduced to zero and

no amount remains on deposit in the Funding Account and (ii) date on which an Event of Default occurs.

"GAAP" shall mean the generally accepted accounting principles in the United States of

America in effect from time to time.

"Governmental Authority" shall mean any nation or government, any state or other

political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or

administrative functions of or pertaining to government.

NY3:#7454819 12
"Grant" shall mean mortgage, pledge, bargain, warrant, alienate, remise, release, convey,

assign, transfer, create, and grant a lien upon and a security interest in and a right of set-off against,

deposit, set over and confirm pursuant to the Indenture.

"Hedge" shall mean any interest rate swap agreement or interest rate cap agreement

obtained by the Issuer pursuant to Section 3.23(a) ofthe Indenture.

"Hedge Counterparty" shall mean each counterparty to a Hedge.

"Hedge Rate" shall mean on any date of determination the weighted average fixed rate or

cap rate, as the case may be, under the Hedges based on the notional amounts thereof. In the event that

there are no Hedges outstanding on such date of determination the I-Year Swap Rate plus a 0.20% credit

charge shall be used.

"Holder" or "Noteholder" shall mean the Person in whose name a Note is registered on

the Note Register.

"Holdings" shall mean Chrysler Holding LLC and its successors.

"Indebtedness" shall mean, with respect to any Person as of any day, (a) all indebtedness

of such Person for borrowed money or for the deferred purchase price of property or services (other than

current trade liabilities incurred in the ordinary course of business and payable in accordance with

customary practices), (b) any other indebtedness of such Person which is evidenced by a note, bond,

debenture or similar instrument, (c) all obligations of such Person under each lease of property, real or

personal, the obligations of the lessee in respect of which are required in accordance with GAAP to be

capitalized on a balance sheet of the lessee, (d) all obligations of such Person in respect of letters of

credit, acceptances or similar obligations issued or created for the account of such person, (e) all

guarantee obligations of such Person and (f) all obligations and liabilities secured by any Lien on any

property owned by such Person even though such Person has not assumed or otherwise become liable for

the payment thereof, each as ofsuch day.

"Indenture" shall mean the Indenture dated as of January 14, 2009, between the Issuer

and the Indenture Trustee.

"Indenture Trustee" shall mean Deutsche Bank Trust Company Americas, a New York

banking corporation, as Indenture Trustee under the Indenture, or any successor Indenture Trustee under

the Indenture.

"Initial Funding Date" shall mean January 16, 2009.

"Insolvency" shall mean with respect to any Multiemployer Plan, the condition that such

Plan is insolvent within the meaning of Section 4245 of ERISA.

"Interest Accrual Period" shall mean the period from and including the most recent

Payment Date on which interest has been paid (or, in the case of the first Payment Date, the Initial

Funding Date) to but excluding the following Payment Date.

"Interim Payment Date" shall have the meaning specified m Section 8.02(d) of the

Indenture.

NY3:#7454819 13

"Grant" shall mean mortgage, pledge, bargain, warrant, alienate, remise, release, convey,

assign, transfer, create, and grant a lien upon and a security interest in and a right of set-off against,

deposit, set over and confirm pursuant to the Indenture.

"Hedge" shall mean any interest rate swap agreement or interest rate cap agreement

obtained by the Issuer pursuant to Section 3.23(a) ofthe Indenture.

"Hedge Counterparty" shall mean each counterparty to a Hedge.

"Hedge Rate" shall mean on any date of determination the weighted average fixed rate or

cap rate, as the case may be, under the Hedges based on the notional amounts thereof. In the event that

there are no Hedges outstanding on such date of determination the I-Year Swap Rate plus a 0.20% credit

charge shall be used.

"Holder" or "Noteholder" shall mean the Person in whose name a Note is registered on

the Note Register.

"Holdings" shall mean Chrysler Holding LLC and its successors.

"Indebtedness" shall mean, with respect to any Person as of any day, (a) all indebtedness

of such Person for borrowed money or for the deferred purchase price of property or services (other than

current trade liabilities incurred in the ordinary course of business and payable in accordance with

customary practices), (b) any other indebtedness of such Person which is evidenced by a note, bond,

debenture or similar instrument, (c) all obligations of such Person under each lease of property, real or

personal, the obligations of the lessee in respect of which are required in accordance with GAAP to be

capitalized on a balance sheet of the lessee, (d) all obligations of such Person in respect of letters of

credit, acceptances or similar obligations issued or created for the account of such person, (e) all

guarantee obligations of such Person and (f) all obligations and liabilities secured by any Lien on any

property owned by such Person even though such Person has not assumed or otherwise become liable for

the payment thereof, each as ofsuch day.

"Indenture" shall mean the Indenture dated as of January 14, 2009, between the Issuer

and the Indenture Trustee.

"Indenture Trustee" shall mean Deutsche Bank Trust Company Americas, a New York

banking corporation, as Indenture Trustee under the Indenture, or any successor Indenture Trustee under

the Indenture.

"Initial Funding Date" shall mean January 16, 2009.

"Insolvency" shall mean with respect to any Multiemployer Plan, the condition that such

Plan is insolvent within the meaning of Section 4245 of ERISA.

"Interest Accrual Period" shall mean the period from and including the most recent

Payment Date on which interest has been paid (or, in the case of the first Payment Date, the Initial

Funding Date) to but excluding the following Payment Date.

"Interim Payment Date" shall have the meaning specified m Section 8.02(d) of the

Indenture.

NY3:#7454819 13
"Investment Company Act" shall mean the Investment Company Act of 1940, as

amended.

"Investment Earnings" shall mean, for any Payment Date, the investment earnings earned

during the related Collection Period on the Collection Account and the Funding Account.

"Issuer" shall mean Chrysler LB Receivables Trust, a Delaware statutory trust.

"Issuer Order" or "Issuer Request" shall mean a written order or request signed in the

name ofthe Issuer by anyone ofits Authorized Officers and delivered to the Indenture Trustee.

"Issuer Tax Opinion" means, with respect to any action, an Opinion of Counsel to the

effect that, for federal income tax purposes and subject to customary assumptions and qualifications for

opinions ofthis type, (a) such action will not adversely affect the tax characterization as debt of any Notes

that were characterized as debt at the time of their issuance, (b) following such action the Issuer will not

be treated as an association (or publicly traded partnership) taxable as a corporation and (c) such action

will not cause or constitute an event in which gain or loss would be recognized by any Holder of any such

Notes.

"Lenders" shall mean each of the Lenders under the Loan Agreement.

"LIBOR" shall mean, with respect to any Interest Accrual Period, the per annum rate

which appears on the "Telerate Page 3750" at approximately 11 :00 A.M., London time, two (2) Business

Days prior to the first day of such Interest Accrual Period. "Telerate Page 3750" means the display on

Page 3750 of the Bloomberg Financial Commodities News (or such other page as may replace that page

on that service for the purpose of displaying London interbank offered rates of major banks for U.S.

dollar deposits).

"Lien" shall mean a security interest, lien, charge, pledge, equity or encumbrance of any

kind, other than tax liens, mechanics' liens and any liens that attach to a Receivable by operation of law

as a result of any act or omission by the related Obligor.

"Liquidated Receivable" shall mean any Pooled Receivable liquidated by the Servicer

through the sale of a Financed Vehicle or otherwise.

"Liquidation Proceeds" shall mean, with respect to any Liquidated Receivable, the

moneys collected in respect thereof, from whatever source on a Liquidated Receivable during the

Collection Period in which such Receivable became a Liquidated Receivable, net of the sum of any

amounts expended by the Servicer in connection with such liquidation and any amounts required by law

to be remitted to the Obligor on such Liquidated Receivable.

"Loan Agreement" shall mean the Loan Agreement, dated as of January 14, 2009,

between Chrysler LB Receivables Trust and the United States Department of the Treasury, as from time

to time amended, supplemented or otherwise modified.

"Majority Investors" shall mean the Holders of a ma]onty in outstanding principal

amount of the Class A Notes so long as the Class A Notes are outstanding; thereafter, shall mean the

Holders of a majority in outstanding principal amount of the Class B Notes so long as the Class B Notes

are outstanding; and thereafter, shall mean the Holders of a majority in outstanding principal amount of

the Class C Notes.

NY3:#7454819 14

"Investment Company Act" shall mean the Investment Company Act of 1940, as

amended.

"Investment Earnings" shall mean, for any Payment Date, the investment earnings earned

during the related Collection Period on the Collection Account and the Funding Account.

"Issuer" shall mean Chrysler LB Receivables Trust, a Delaware statutory trust.

"Issuer Order" or "Issuer Request" shall mean a written order or request signed in the

name ofthe Issuer by anyone ofits Authorized Officers and delivered to the Indenture Trustee.

"Issuer Tax Opinion" means, with respect to any action, an Opinion of Counsel to the

effect that, for federal income tax purposes and subject to customary assumptions and qualifications for

opinions ofthis type, (a) such action will not adversely affect the tax characterization as debt of any Notes

that were characterized as debt at the time of their issuance, (b) following such action the Issuer will not

be treated as an association (or publicly traded partnership) taxable as a corporation and (c) such action

will not cause or constitute an event in which gain or loss would be recognized by any Holder of any such

Notes.

"Lenders" shall mean each of the Lenders under the Loan Agreement.

"LIBOR" shall mean, with respect to any Interest Accrual Period, the per annum rate

which appears on the "Telerate Page 3750" at approximately 11 :00 A.M., London time, two (2) Business

Days prior to the first day of such Interest Accrual Period. "Telerate Page 3750" means the display on

Page 3750 of the Bloomberg Financial Commodities News (or such other page as may replace that page

on that service for the purpose of displaying London interbank offered rates of major banks for U.S.

dollar deposits).

"Lien" shall mean a security interest, lien, charge, pledge, equity or encumbrance of any

kind, other than tax liens, mechanics' liens and any liens that attach to a Receivable by operation of law

as a result of any act or omission by the related Obligor.

"Liquidated Receivable" shall mean any Pooled Receivable liquidated by the Servicer

through the sale of a Financed Vehicle or otherwise.

"Liquidation Proceeds" shall mean, with respect to any Liquidated Receivable, the

moneys collected in respect thereof, from whatever source on a Liquidated Receivable during the

Collection Period in which such Receivable became a Liquidated Receivable, net of the sum of any

amounts expended by the Servicer in connection with such liquidation and any amounts required by law

to be remitted to the Obligor on such Liquidated Receivable.

"Loan Agreement" shall mean the Loan Agreement, dated as of January 14, 2009,

between Chrysler LB Receivables Trust and the United States Department of the Treasury, as from time

to time amended, supplemented or otherwise modified.

"Majority Investors" shall mean the Holders of a ma]onty in outstanding principal

amount of the Class A Notes so long as the Class A Notes are outstanding; thereafter, shall mean the

Holders of a majority in outstanding principal amount of the Class B Notes so long as the Class B Notes

are outstanding; and thereafter, shall mean the Holders of a majority in outstanding principal amount of

the Class C Notes.

NY3:#7454819 14
"Material Adverse Effect" shall mean, with respect to a Person, a material adverse effect

on (a) the business, operations, property or financial condition of such Person, (b) the ability of such

Person to perform its obligations under any of the Program Documents or (c) the validity or enforceability

of any of the Program Documents or the rights or remedies of the Indenture Trustee or any other Person

thereunder (including their rights and remedies with respect to the Collateral).

"Maximum Loan Amount" means $1,500,000,000.

"Monthly Servicer Fee" shall mean the fee payable to the Servicer pursuant to

Section 4.08 ofthe Sale and Servicing Agreement.

"Monthly Settlement Statement" shall mean the monthly report prepared by the Servicer

pursuant to the Sale and Servicing Agreement containing the information listed on Exhibit B to the Sale

and Servicing Agreement.

"Moody's" shall mean Moody's Investors Service and its successors.

"Muitiemployer Plan" shall mean a Plan with respect to the Depositor that is a

multiemployer plan as defined in Section 400 1(a)(3) of ERISA.

"Net Pool Balance" shall mean on any date of determination the product of (i) the

Adjusted Pool Balance on such date of determination and (ii) 1 minus the Required OC Percentage on

such date of determination.

"New York VCC" shall have the meaning specified in Section 8.03(d) ofthe Indenture.

"Non-Shared Collateral" shall have the meaning specified in the Granting Clauses of the

Indenture.

"Note Purchase Agreement" shall mean the Note Purchase Agreement entered into by the

Issuer and Chrysler Residual Depositor LLC, in connection with the issuance of the Class C Notes as

from time to time amended, supplemented or otherwise modified, substantially in the form of Exhibit F to

the Indenture.

"Note Register" and "Note Registrar" shall have the respective meanings specified in

Section 2.04 ofthe Indenture.

"Noteholder" shall mean the Person in whose name a Note is registered in the Note

Register.

"Notes" shall mean the Class A Notes, the Class B Notes or the Class C Notes.

"Obligations" shall mean all amounts and obligations which the Issuer may at any time

owe to (i) the Indenture Trustee for the benefit of the Noteholders under the Indenture or any other

NY3:#7454819 15

"Material Adverse Effect" shall mean, with respect to a Person, a material adverse effect

on (a) the business, operations, property or financial condition of such Person, (b) the ability of such

Person to perform its obligations under any of the Program Documents or (c) the validity or enforceability

of any of the Program Documents or the rights or remedies of the Indenture Trustee or any other Person

thereunder (including their rights and remedies with respect to the Collateral).

"Maximum Loan Amount" means $1,500,000,000.

"Monthly Servicer Fee" shall mean the fee payable to the Servicer pursuant to

Section 4.08 ofthe Sale and Servicing Agreement.

"Monthly Settlement Statement" shall mean the monthly report prepared by the Servicer

pursuant to the Sale and Servicing Agreement containing the information listed on Exhibit B to the Sale

and Servicing Agreement.

"Moody's" shall mean Moody's Investors Service and its successors.

"Muitiemployer Plan" shall mean a Plan with respect to the Depositor that is a

multiemployer plan as defined in Section 400 1(a)(3) of ERISA.

"Net Pool Balance" shall mean on any date of determination the product of (i) the

Adjusted Pool Balance on such date of determination and (ii) 1 minus the Required OC Percentage on

such date of determination.

"New York VCC" shall have the meaning specified in Section 8.03(d) ofthe Indenture.

"Non-Shared Collateral" shall have the meaning specified in the Granting Clauses of the

Indenture.

"Note Purchase Agreement" shall mean the Note Purchase Agreement entered into by the

Issuer and Chrysler Residual Depositor LLC, in connection with the issuance of the Class C Notes as

from time to time amended, supplemented or otherwise modified, substantially in the form of Exhibit F to

the Indenture.

"Note Register" and "Note Registrar" shall have the respective meanings specified in

Section 2.04 ofthe Indenture.

"Noteholder" shall mean the Person in whose name a Note is registered in the Note

Register.

"Notes" shall mean the Class A Notes, the Class B Notes or the Class C Notes.

"Obligations" shall mean all amounts and obligations which the Issuer may at any time

owe to (i) the Indenture Trustee for the benefit of the Noteholders under the Indenture or any other

NY3:#7454819 15
Program Documents, (ii) the Counterparties under or in connection with the Hedges, and (iii) to the

Certificateholder pursuant to the Trust Agreement.

"Obligor" on a Receivable shall mean the purchaser or co-purchasers of the Financed

Vehicle and any other Person who owes payments under the Receivable.

"Officer's Certificate" shall mean a certificate signed by the chairman of the board, any

vice president, the controller or any assistant controller, the president, a treasurer, assistant treasurer,

secretary or assistant secretary of the Depositor, the Seller or the Servicer, as appropriate, or by an

Authorized Officer ofthe Issuer.

"Opinion of Counsel" shall mean a written opinion of counsel, who may, except as

otherwise expressly provided, be an employee of FinCo (or one ofits Affiliates).

"Outstanding" shall mean, as of the date of determination, all Notes theretofore

authenticated and delivered under the Indenture except:

(i) Notes theretofore cancelled by the Note Registrar or delivered to the Note

Registrar for cancellation;

(ii) Notes or portions thereof the payment for which money in the necessary

amount has been theretofore deposited with the Indenture Trustee in trust for the Holders of such

Notes (provided, however, that if such Notes are to be redeemed, notice of such redemption has

been duly given pursuant to the Indenture or provision for such notice has been made, satisfactory

to the Indenture Trustee); and

(iii) Notes in exchange for or in lieu of which other Notes have been authenticated

and delivered pursuant to the Indenture unless proof satisfactory to the Indenture Trustee is

presented that any such Notes are held by a bona fide purchaser;

provided, that in determining whether the Holders of the requisite principal amount of the Notes have

given any request, demand, authorization, direction, notice, consent or waiver hereunder or under any

Program Document, Notes owned by the Issuer, any other obligor upon the Notes, the Depositor, the

Servicer or any Affiliate of any of the foregoing Persons shall be disregarded and deemed not to be

Outstanding, except that, in determining whether the Indenture Trustee shall be protected in relying upon

any such request, demand, authorization, direction, notice, consent or waiver, only Notes that the

Indenture Trustee knows to be so owned shall be so disregarded. Notes so owned that have been pledged

in good faith may be regarded as Outstanding ifthe pledgee establishes to the satisfaction of the Indenture

Trustee the pledgee's right so to act with respect to such Notes and that the pledgee is not the Issuer, any

other obligor upon the Notes, the Depositor, the Servicer or any Affiliate of any ofthe foregoing Persons.

"Owner Trustee" shall mean U.S. Bank Trust National Association, not in its individual

capacity but solely as Owner Trustee under the Trust Agreement, or any successor Owner Trustee under

the Trust Agreement.

"Parent Entity" shall mean any of Chrysler Holding LLC, a Delaware limited liability

company, or any intermediate holding company through which Chrysler Holding LLC holds its

ownership interest in the Company.

NY3:#7454819 16

Program Documents, (ii) the Counterparties under or in connection with the Hedges, and (iii) to the

Certificateholder pursuant to the Trust Agreement.

"Obligor" on a Receivable shall mean the purchaser or co-purchasers of the Financed

Vehicle and any other Person who owes payments under the Receivable.

"Officer's Certificate" shall mean a certificate signed by the chairman of the board, any

vice president, the controller or any assistant controller, the president, a treasurer, assistant treasurer,

secretary or assistant secretary of the Depositor, the Seller or the Servicer, as appropriate, or by an

Authorized Officer ofthe Issuer.

"Opinion of Counsel" shall mean a written opinion of counsel, who may, except as

otherwise expressly provided, be an employee of FinCo (or one ofits Affiliates).

"Outstanding" shall mean, as of the date of determination, all Notes theretofore

authenticated and delivered under the Indenture except:

(i) Notes theretofore cancelled by the Note Registrar or delivered to the Note

Registrar for cancellation;

(ii) Notes or portions thereof the payment for which money in the necessary

amount has been theretofore deposited with the Indenture Trustee in trust for the Holders of such

Notes (provided, however, that if such Notes are to be redeemed, notice of such redemption has

been duly given pursuant to the Indenture or provision for such notice has been made, satisfactory

to the Indenture Trustee); and

(iii) Notes in exchange for or in lieu of which other Notes have been authenticated

and delivered pursuant to the Indenture unless proof satisfactory to the Indenture Trustee is

presented that any such Notes are held by a bona fide purchaser;

provided, that in determining whether the Holders of the requisite principal amount of the Notes have

given any request, demand, authorization, direction, notice, consent or waiver hereunder or under any

Program Document, Notes owned by the Issuer, any other obligor upon the Notes, the Depositor, the

Servicer or any Affiliate of any of the foregoing Persons shall be disregarded and deemed not to be

Outstanding, except that, in determining whether the Indenture Trustee shall be protected in relying upon

any such request, demand, authorization, direction, notice, consent or waiver, only Notes that the

Indenture Trustee knows to be so owned shall be so disregarded. Notes so owned that have been pledged

in good faith may be regarded as Outstanding ifthe pledgee establishes to the satisfaction of the Indenture

Trustee the pledgee's right so to act with respect to such Notes and that the pledgee is not the Issuer, any

other obligor upon the Notes, the Depositor, the Servicer or any Affiliate of any ofthe foregoing Persons.

"Owner Trustee" shall mean U.S. Bank Trust National Association, not in its individual

capacity but solely as Owner Trustee under the Trust Agreement, or any successor Owner Trustee under

the Trust Agreement.

"Parent Entity" shall mean any of Chrysler Holding LLC, a Delaware limited liability

company, or any intermediate holding company through which Chrysler Holding LLC holds its

ownership interest in the Company.

NY3:#7454819 16
"Payment Date" shall mean, with respect to each Collection Period, the seventeenth day

of the foliowing month or, if such day is not a Business Day, the immediately following Business Day,

commencing on March 17, 2009.

"PBGC" shall mean the Pension Benefit Guaranty Corporation established pursuant to

Subtitle A ofTitle IV of ERISA.

"Permitted Investments" shall mean book-entry secuntles, 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 ofthe 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 Indenture Trustee); 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 from each ofthe Rating Agencies of "A-l "/ "P-l" or better.

The Indenture Trustee or their respective Affiliates are permitted to receive additional

compensation that could be deemed to be in their respective economic self interest for (i) serving

as an investment advisor, administrator, shareholder servicing agent, custodian or sub custodian

with respect to certain Permitted Investments, (ii) using Affiliates to effect transactions in certain

Permitted Investments and (iii) effecting transactions in certain Permitted Investments.

"Person" shall mean an individual, partnership, corporation, business trust, joint stock

company, trust, unincorporated association, joint venture, Governmental Authority or other entity of

whatever nature.

"Plan" shall mean an employee benefit or other plan covered by Title IV of ERISA, other

than a Multiemployer Plan which is sponsored, established, contributed to or maintained by a Person or a

Commonly Controlled Entity with respect to such Person, or for which a Person or any of its Commonly

Controlled Entities could have any liability, whether actual or contingent (whether pursuant to Section

4069 of ERISA or otherwise) or to which a Person or any of its Commonly Controlled Entities previously

maintained or contributed to during the six years prior to the Effective Date.

"Pool Balance" shall mean, on any date of determination during an Interest Accrual

Period, the aggregate Principal Balance of the Pooled Receivables as of the close of business on the last

day of the Collection Period immediately preceding the first day of such Interest Accrual Period (or, if

any such Receivable became a Pooled Receivable after the last day of such Coliection Period, the

Principal Balance thereof as ofthe Purchase Cutoff Date with respect to such Receivable).

"Pooled Receivable" shall mean each Receivable purchased by the Depositor from FinCo

or contributed to the Depositor by FinCo on the Initial Funding Date pursuant to the Purchase Agreement

or purchased by the Depositor from FinCo or contributed to the Depositor by FinCo on any subsequent

Purchase Date pursuant to the Purchase Agreement and transferred to the Issuer pursuant to the Sale and

NY3:#7454819 17

"Payment Date" shall mean, with respect to each Collection Period, the seventeenth day

of the foliowing month or, if such day is not a Business Day, the immediately following Business Day,

commencing on March 17, 2009.

"PBGC" shall mean the Pension Benefit Guaranty Corporation established pursuant to

Subtitle A ofTitle IV of ERISA.

"Permitted Investments" shall mean book-entry secuntles, 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 ofthe 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 Indenture Trustee); 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 from each ofthe Rating Agencies of "A-l "/ "P-l" or better.

The Indenture Trustee or their respective Affiliates are permitted to receive additional

compensation that could be deemed to be in their respective economic self interest for (i) serving

as an investment advisor, administrator, shareholder servicing agent, custodian or sub custodian

with respect to certain Permitted Investments, (ii) using Affiliates to effect transactions in certain

Permitted Investments and (iii) effecting transactions in certain Permitted Investments.

"Person" shall mean an individual, partnership, corporation, business trust, joint stock

company, trust, unincorporated association, joint venture, Governmental Authority or other entity of

whatever nature.

"Plan" shall mean an employee benefit or other plan covered by Title IV of ERISA, other

than a Multiemployer Plan which is sponsored, established, contributed to or maintained by a Person or a

Commonly Controlled Entity with respect to such Person, or for which a Person or any of its Commonly

Controlled Entities could have any liability, whether actual or contingent (whether pursuant to Section

4069 of ERISA or otherwise) or to which a Person or any of its Commonly Controlled Entities previously

maintained or contributed to during the six years prior to the Effective Date.

"Pool Balance" shall mean, on any date of determination during an Interest Accrual

Period, the aggregate Principal Balance of the Pooled Receivables as of the close of business on the last

day of the Collection Period immediately preceding the first day of such Interest Accrual Period (or, if

any such Receivable became a Pooled Receivable after the last day of such Coliection Period, the

Principal Balance thereof as ofthe Purchase Cutoff Date with respect to such Receivable).

"Pooled Receivable" shall mean each Receivable purchased by the Depositor from FinCo

or contributed to the Depositor by FinCo on the Initial Funding Date pursuant to the Purchase Agreement

or purchased by the Depositor from FinCo or contributed to the Depositor by FinCo on any subsequent

Purchase Date pursuant to the Purchase Agreement and transferred to the Issuer pursuant to the Sale and

NY3:#7454819 17
Servicing Agreement on the Initial Funding Date or such Purchase Date, as the case may be, and which

has not become a Purchased Receivable or a Liquidated Receivable and which has not otherwise been

released from the Lien of the Indenture in accordance with Section 2.09 of the Indenture. Each Pooled

Receivable shall be listed on the Pooled Receivable Schedule maintained by the Servicer.

"Pooled Receivable Files" shall mean the documents specified in Section 3.02 ofthe Sale

and Servicing Agreement.

"Pooled Receivables Schedule" shall have the meaning specified in Section 4.13(d) of the

Sale and Servicing Agreement.

"Potential Purchase Termination Event" shall mean an event which, but for the lapse of

time or the giving of notice or both, would constitute a Purchase Termination Event.

"Potential Servicer Termination Event" shall mean an event which, but for the lapse of

time or the giving of notice or both, would constitute a Servicer Termination Event.

"Potential Transfer Termination Event" shall mean an event which, but for the lapse of

time or the giving of notice or both, would constitute a Transfer Termination Event.

"Predecessor Note" shall mean, with respect to any particular Note, every previous Note

evidencing all or a portion of the same debt as that evidenced by such particular Note; and, for the

purpose of this definition, any Note authenticated and delivered under Section 2.06 of the Indenture in

lieu of a mutilated, lost, destroyed or stolen Note shall be deemed to evidence the same debt as the

mutilated, lost, destroyed or stolen Note.

"President's Designee" shall mean (i) one or more officers from the Executive Branch of

the United States federal government appointed by the President of the United States of America to

monitor and oversee the restructuring of the U.S. domestic automobile industry and (ii) if no such officer

has been appointed, the Secretary ofthe Treasury.

"Principal Balance" of a Receivable, as of the close of business on any date of

determination, shall mean the Amount Financed minus the sum of (i) the portion of all payments made by

or on behalf of the related Obligor on or prior to such day and allocable to principal using the Simple

Interest Method and (ii) the principal portion of the Purchase Amount actually paid with respect to the

Receivable; provided, however, the Principal Balance of any Defaulted Receivable shall be zero.

"Proceeding" shall mean any suit in equity, action at law or other judicial or

administrative proceeding.

"Proceeds" shall have the meaning specified under the Relevant uee.

"Prohibited Person" shall mean any Person:

(i) listed in the Annex to the Executive Order (the "Annex"), or otherwise subject to

the provisions ofthe Executive Order;

(ii) that is owned or controlled by, or acting for or on behalf of, any person or entity

that is listed to the Annex to, or is otherwise subject to the provisions of, the Executive Order;

NY3:#7454819 18

Servicing Agreement on the Initial Funding Date or such Purchase Date, as the case may be, and which

has not become a Purchased Receivable or a Liquidated Receivable and which has not otherwise been

released from the Lien of the Indenture in accordance with Section 2.09 of the Indenture. Each Pooled

Receivable shall be listed on the Pooled Receivable Schedule maintained by the Servicer.

"Pooled Receivable Files" shall mean the documents specified in Section 3.02 ofthe Sale

and Servicing Agreement.

"Pooled Receivables Schedule" shall have the meaning specified in Section 4.13(d) of the

Sale and Servicing Agreement.

"Potential Purchase Termination Event" shall mean an event which, but for the lapse of

time or the giving of notice or both, would constitute a Purchase Termination Event.

"Potential Servicer Termination Event" shall mean an event which, but for the lapse of

time or the giving of notice or both, would constitute a Servicer Termination Event.

"Potential Transfer Termination Event" shall mean an event which, but for the lapse of

time or the giving of notice or both, would constitute a Transfer Termination Event.

"Predecessor Note" shall mean, with respect to any particular Note, every previous Note

evidencing all or a portion of the same debt as that evidenced by such particular Note; and, for the

purpose of this definition, any Note authenticated and delivered under Section 2.06 of the Indenture in

lieu of a mutilated, lost, destroyed or stolen Note shall be deemed to evidence the same debt as the

mutilated, lost, destroyed or stolen Note.

"President's Designee" shall mean (i) one or more officers from the Executive Branch of

the United States federal government appointed by the President of the United States of America to

monitor and oversee the restructuring of the U.S. domestic automobile industry and (ii) if no such officer

has been appointed, the Secretary ofthe Treasury.

"Principal Balance" of a Receivable, as of the close of business on any date of

determination, shall mean the Amount Financed minus the sum of (i) the portion of all payments made by

or on behalf of the related Obligor on or prior to such day and allocable to principal using the Simple

Interest Method and (ii) the principal portion of the Purchase Amount actually paid with respect to the

Receivable; provided, however, the Principal Balance of any Defaulted Receivable shall be zero.

"Proceeding" shall mean any suit in equity, action at law or other judicial or

administrative proceeding.

"Proceeds" shall have the meaning specified under the Relevant uee.

"Prohibited Person" shall mean any Person:

(i) listed in the Annex to the Executive Order (the "Annex"), or otherwise subject to

the provisions ofthe Executive Order;

(ii) that is owned or controlled by, or acting for or on behalf of, any person or entity

that is listed to the Annex to, or is otherwise subject to the provisions of, the Executive Order;

NY3:#7454819 18
(iii) with whom the Lender is prohibited from dealing or otherwise engaging in any

transaction by any terrorism or money laundering law, including the Executive Order;

(iv) who commits, threatens or conspires to commit or supports "terrorism" as

defined in the Executive Order;

(v) that is named as a "specially designated national and blocked person" on the

most current list published by the OFAC at its official website,

http://www.treas.gov.ofac/tllsdn.pdf or at any replacement website or other replacement official

publication ofsuch list; or

(vi) who is an Affiliate of or affiliated with a Person listed above.

"Program Documents" shall mean the Indenture, the Loan Agreement, the Notes, the

Note Purchase Agreement, the Trust Agreement, the Certificate of Trust, the Purchase Agreement, the

Assignments, the Sale and Servicing Agreement, the Second Step Assignments and the Hedges.

"Protected Purchaser" shall mean a bona fide purchaser ofthe Notes.

"Purchase Agreement" shall mean that certain Purchase Agreement, dated as of January

14, 2009, between the Depositor and FinCo, as the same may be amended, supplemented or otherwise

modified and in effect from time to time.

"Purchase Amount" shall mean the amount, as of the close of business on the last day of

a Collection Period, required to prepay in full a Pooled Receivable under the terms thereof including

interest to the end ofthe month of purchase.

"Purchase Cutoff Date" shall mean, with respect to any Pooled Receivable, the date

specified by the Seller pursuant to Section 2.0 I(b) of the Purchase Agreement as the date as of which

such Pooled Receivable is to be sold or contributed to the Depositor by the Seller pursuant to the

Purchase Agreement.

"Purchase Date" shall have the meaning set forth m Section 2.01 of the Purchase

Agreement.

"Purchase Price" shall have the meanmg set forth m Section 2.02 of the Purchase

Agreement.

"Purchase Termination Event" shall mean any of the following events:

(i) the failure by FinCo to pay any amount payable under the Purchase Agreement

when due (except for payments described in clause (ii) below) and such failure shall continue

unremedied for _Business Days after written notice of such failure is received by FinCo

from the Indenture Trustee or the Majority Investors or after discovery thereof by an officer of

FinCo;

(ii) any failure by FinCo to make any payment under any expense reimbursement

or indemnificati~ ofthe Purchase Agreement when due and such failure shall continue

unremedied for Business Days after written notice of such failure is received by

FinCo from the Indenture Trustee;

NY3:#7454819 19

(iii) with whom the Lender is prohibited from dealing or otherwise engaging in any

transaction by any terrorism or money laundering law, including the Executive Order;

(iv) who commits, threatens or conspires to commit or supports "terrorism" as

defined in the Executive Order;

(v) that is named as a "specially designated national and blocked person" on the

most current list published by the OFAC at its official website,

http://www.treas.gov.ofac/tllsdn.pdf or at any replacement website or other replacement official

publication ofsuch list; or

(vi) who is an Affiliate of or affiliated with a Person listed above.

"Program Documents" shall mean the Indenture, the Loan Agreement, the Notes, the

Note Purchase Agreement, the Trust Agreement, the Certificate of Trust, the Purchase Agreement, the

Assignments, the Sale and Servicing Agreement, the Second Step Assignments and the Hedges.

"Protected Purchaser" shall mean a bona fide purchaser ofthe Notes.

"Purchase Agreement" shall mean that certain Purchase Agreement, dated as of January

14, 2009, between the Depositor and FinCo, as the same may be amended, supplemented or otherwise

modified and in effect from time to time.

"Purchase Amount" shall mean the amount, as of the close of business on the last day of

a Collection Period, required to prepay in full a Pooled Receivable under the terms thereof including

interest to the end ofthe month of purchase.

"Purchase Cutoff Date" shall mean, with respect to any Pooled Receivable, the date

specified by the Seller pursuant to Section 2.0 I(b) of the Purchase Agreement as the date as of which

such Pooled Receivable is to be sold or contributed to the Depositor by the Seller pursuant to the

Purchase Agreement.

"Purchase Date" shall have the meaning set forth m Section 2.01 of the Purchase

Agreement.

"Purchase Price" shall have the meanmg set forth m Section 2.02 of the Purchase

Agreement.

"Purchase Termination Event" shall mean any of the following events:

(i) the failure by FinCo to pay any amount payable under the Purchase Agreement

when due (except for payments described in clause (ii) below) and such failure shall continue

unremedied for _Business Days after written notice of such failure is received by FinCo

from the Indenture Trustee or the Majority Investors or after discovery thereof by an officer of

FinCo;

(ii) any failure by FinCo to make any payment under any expense reimbursement

or indemnificati~ ofthe Purchase Agreement when due and such failure shall continue

unremedied for Business Days after written notice of such failure is received by

FinCo from the Indenture Trustee;

NY3:#7454819 19
(iii) any representation or warranty made by FinCo in the Purchase Agreement, in

any other Program Document or in any certificate, document or financial or other statement

furnished at any time under or in connection with the Program Documents shall prove to have

been incorrect in any material respect on or as of the date made or deemed made and such breach

shall continue unremedied for a period of_days after written notice of such breach is

received by FinCo from the Indenture Trustee or the Majority Investors; provided that, if the

Class A Noteholders and the Class B Noteholders have been paid in full, the failure to observe in

any material respect any representation or warranty of the Seller set forth on Schedule A to the

Purchase Agreement shall be deemed of no further force or effect and shall not serve as the basis

for any Purchase Termination Event or other claim by any Person;

(iv) (A) FinCo shall default in any material respect in the observance or

performance of any covenant or other agreement contained in the Purchase Agreement (other

than as provided in clauses (i) and (ii)) or any other Program Document (other than as

Administrator under Article IX of the Sale and Servicing Agreement), and such default shall

continue unremedied for a period of _days after the date on which written notice

thereof, requiring the same to be remedied, shall have been given to FinCo by the Indenture

Trustee or the Majority Investors; provided that, if the Class A Noteholders and the Class B

Noteholders have been paid in full, the failure to observe or perform in any material respect any

covenant or agreement of the Seller set forth on Schedule B to the Purchase Agreement shall be

deemed of no further force or effect and shall not serve as the basis for any Purchase Termination

Event or other claim by any Person;

(v) one or more judgments or decrees shall be entered aiinst FinCo that is not

vacated, discharged, satisfied, stayed or bonded pending appeal within days, and involves a

liability (not paid or covered by insurance as to which the relevant insurance company has not

denied coverage or by a contribution obligation of a third party that has not denied or contested

such contribution obli~t, in the reasonable judgment of FinCo, has the means to pay

such contributions) of__or more in the aggregate;

(vi) a Transfer Termination Event under the Sale and Servicing Agreement shall

have occurred and be continuing;

(vii) an Event of Default under the Indenture shall have occurred and be continuing;

or

(viii) an Event ofBankruptcy shall have occurred with respect to FinCo.

"Purchased Receivable" shall mean a Receivable repurchased as of the close of business

on the last day of a Collection Period by the Seller pursuant to Section 3.03 ofthe Purchase Agreement or

purchased by the Servicer pursuant to Section 4.07 or 8.01 ofthe Sale and Servicing Agreement.

"Rating Agency" shall mean each of Moody's and S&P.

"Receivable" shall mean a motor vehicle retail installment sale contract or retail auto

loan.

"Receivable Closing" shall have the meaning specified in Section 2.02 of the Purchase

Agreement.

NY3:#7454819 20

(iii) any representation or warranty made by FinCo in the Purchase Agreement, in

any other Program Document or in any certificate, document or financial or other statement

furnished at any time under or in connection with the Program Documents shall prove to have

been incorrect in any material respect on or as of the date made or deemed made and such breach

shall continue unremedied for a period of_days after written notice of such breach is

received by FinCo from the Indenture Trustee or the Majority Investors; provided that, if the

Class A Noteholders and the Class B Noteholders have been paid in full, the failure to observe in

any material respect any representation or warranty of the Seller set forth on Schedule A to the

Purchase Agreement shall be deemed of no further force or effect and shall not serve as the basis

for any Purchase Termination Event or other claim by any Person;

(iv) (A) FinCo shall default in any material respect in the observance or

performance of any covenant or other agreement contained in the Purchase Agreement (other

than as provided in clauses (i) and (ii)) or any other Program Document (other than as

Administrator under Article IX of the Sale and Servicing Agreement), and such default shall

continue unremedied for a period of _days after the date on which written notice

thereof, requiring the same to be remedied, shall have been given to FinCo by the Indenture

Trustee or the Majority Investors; provided that, if the Class A Noteholders and the Class B

Noteholders have been paid in full, the failure to observe or perform in any material respect any

covenant or agreement of the Seller set forth on Schedule B to the Purchase Agreement shall be

deemed of no further force or effect and shall not serve as the basis for any Purchase Termination

Event or other claim by any Person;

(v) one or more judgments or decrees shall be entered aiinst FinCo that is not

vacated, discharged, satisfied, stayed or bonded pending appeal within days, and involves a

liability (not paid or covered by insurance as to which the relevant insurance company has not

denied coverage or by a contribution obligation of a third party that has not denied or contested

such contribution obli~t, in the reasonable judgment of FinCo, has the means to pay

such contributions) of__or more in the aggregate;

(vi) a Transfer Termination Event under the Sale and Servicing Agreement shall

have occurred and be continuing;

(vii) an Event of Default under the Indenture shall have occurred and be continuing;

or

(viii) an Event ofBankruptcy shall have occurred with respect to FinCo.

"Purchased Receivable" shall mean a Receivable repurchased as of the close of business

on the last day of a Collection Period by the Seller pursuant to Section 3.03 ofthe Purchase Agreement or

purchased by the Servicer pursuant to Section 4.07 or 8.01 ofthe Sale and Servicing Agreement.

"Rating Agency" shall mean each of Moody's and S&P.

"Receivable" shall mean a motor vehicle retail installment sale contract or retail auto

loan.

"Receivable Closing" shall have the meaning specified in Section 2.02 of the Purchase

Agreement.

NY3:#7454819 20
"Receivables Schedule" shall mean a schedule of Receivables, consisting of a computer

disk or tape or other listing, attached to an Assignment delivered to the Depositor by the Seller pursuant

to the Purchase Agreement.

"Record Date" shall mean, with respect to a Payment Date, an Interim Payment Date or

Redemption Date, the close of business on the day immediately preceding such Payment Date, Interim

Payment Date or Redemption Date.

"Records" shall mean all books, instruments, agreements, customer lists, credit files,

computer files, storage media, tapes, disks, cards, software, data, computer programs, printouts and other

computer materials and records generated by other media for the storage of information maintained by

any Person with respect to the business and operations ofthe Seller and the Designated Receivables.

"Recoveries" shall mean, with respect to any Liquidated Receivable, the moneys

collected in respect thereof, from whatever source, after the Collection Period in which such Receivable

became a Liquidated Receivable, net of the sum of any amounts expended by the Servicer in connection

with the recovery ofsuch moneys.

"Redemption Date" shall mean, in the case of a redemption of the Notes pursuant to

Section 10.01 of the Indenture, the Payment Date specified by the Servicer pursuant to Section 10.01 of

the Indenture.

"Redemption Price" shall mean in connection with a redemption ofthe Notes pursuant to

Section 10.01 of the Indenture, an amount equal to the sum of (a) the Class A Principal Balance plus

accrued and unpaid interest thereon to and excluding the Redemption Date, (b) the Class B Principal

Balance plus accrued and unpaid interest thereon to and excluding the Redemption Date, (c) the Class C

Principal Balance plus accrued and unpaid interest thereon to and excluding the Redemption Date and

(d) all other amounts owing by the Issuer pursuant to the Loan Agreement and the Note Purchase

Agreement.

"Regulation AB" shall mean subpart 229.1100 Asset Backed Securities

(Regulation AB), 17 C.F.R. §§229.1 100-229.1 123, as such may be amended from time to time, and

subject to such clarification and interpretation as have been provided by the Securities Exchange

Commission in the adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518, 70

Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the Securities Exchange Commission, or as may

be provided by the Securities Exchange Commission or its stafffrom time to time.

"Related Property" shall mean, with respect to any Receivable:

(a) all moneys received thereon on and after the related Purchase Cutoff Date;

(b) the security interests in the Financed Vehicle granted by the Obligor thereof

pursuant to such Receivable and any other interest ofthe Seller in such Financed Vehicle;

(c) any proceeds with respect to such Receivable from claims on any physical

damage, credit life or disability insurance policies covering such Financed Vehicle or such

Obligor;

(d) any proceeds from recourse to a Dealer with respect to such Receivable if the

Servicer has determined in accordance with its customary servicing procedures that eventual

payment in full ofsuch Receivable is unlikely; and

NY3:#7454819 21

"Receivables Schedule" shall mean a schedule of Receivables, consisting of a computer

disk or tape or other listing, attached to an Assignment delivered to the Depositor by the Seller pursuant

to the Purchase Agreement.

"Record Date" shall mean, with respect to a Payment Date, an Interim Payment Date or

Redemption Date, the close of business on the day immediately preceding such Payment Date, Interim

Payment Date or Redemption Date.

"Records" shall mean all books, instruments, agreements, customer lists, credit files,

computer files, storage media, tapes, disks, cards, software, data, computer programs, printouts and other

computer materials and records generated by other media for the storage of information maintained by

any Person with respect to the business and operations ofthe Seller and the Designated Receivables.

"Recoveries" shall mean, with respect to any Liquidated Receivable, the moneys

collected in respect thereof, from whatever source, after the Collection Period in which such Receivable

became a Liquidated Receivable, net of the sum of any amounts expended by the Servicer in connection

with the recovery ofsuch moneys.

"Redemption Date" shall mean, in the case of a redemption of the Notes pursuant to

Section 10.01 of the Indenture, the Payment Date specified by the Servicer pursuant to Section 10.01 of

the Indenture.

"Redemption Price" shall mean in connection with a redemption ofthe Notes pursuant to

Section 10.01 of the Indenture, an amount equal to the sum of (a) the Class A Principal Balance plus

accrued and unpaid interest thereon to and excluding the Redemption Date, (b) the Class B Principal

Balance plus accrued and unpaid interest thereon to and excluding the Redemption Date, (c) the Class C

Principal Balance plus accrued and unpaid interest thereon to and excluding the Redemption Date and

(d) all other amounts owing by the Issuer pursuant to the Loan Agreement and the Note Purchase

Agreement.

"Regulation AB" shall mean subpart 229.1100 Asset Backed Securities

(Regulation AB), 17 C.F.R. §§229.1 100-229.1 123, as such may be amended from time to time, and

subject to such clarification and interpretation as have been provided by the Securities Exchange

Commission in the adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518, 70

Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the Securities Exchange Commission, or as may

be provided by the Securities Exchange Commission or its stafffrom time to time.

"Related Property" shall mean, with respect to any Receivable:

(a) all moneys received thereon on and after the related Purchase Cutoff Date;

(b) the security interests in the Financed Vehicle granted by the Obligor thereof

pursuant to such Receivable and any other interest ofthe Seller in such Financed Vehicle;

(c) any proceeds with respect to such Receivable from claims on any physical

damage, credit life or disability insurance policies covering such Financed Vehicle or such

Obligor;

(d) any proceeds from recourse to a Dealer with respect to such Receivable if the

Servicer has determined in accordance with its customary servicing procedures that eventual

payment in full ofsuch Receivable is unlikely; and

NY3:#7454819 21
(e) the Proceeds of any and all ofthe foregoing.

"Release" shall have the meaning specified in Section 2.09(b) ofthe Indenture.

"Release Date" shall have the meaning specified in Section 2.09(b) ofthe Indenture.

"Release Price" shall mean with respect to any Release on any Release Date an amount

equal to the aggregate Principal Balance of the Pooled Receivables that are the subject of such Release as

ofthe close of business on the last day ofthe immediately preceding Collection Period plus the interest on

each such Pooled Receivable at a rate per annum equal to the APR of such Pooled Receivable for the

period from and including the Payment Date immediately preceding such Release Date to but excluding

such Release Date.

"Release Request" shall have the meaning specified in Section 2.09(b) ofthe Indenture.

"Relevant UCC" shall mean the Uniform Commercial Code, as in effect in the relevant

jurisdiction, as amended, supplemented or otherwise modified from time to time.

"Reorganization" shall mean, with respect to any Multiemployer Plan, the condition that

such plan is in reorganization within the meaning of Section 4241 of ERISA.

"Reportable Event" shall mean any of the events set forth in Section 4043(c) of ERISA,

other than those events as to which the thirty day notice period is waived under subsections .27, .28, .29,

.30, .31, .32, .34 or .35 of PBGC Reg. § 4043.

"Required OC Percentage" shall mean.

"Requirement of Law" shall mean, as to any Person, 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 ofits property or to which such Person or any ofits property is subject.

"Residual Depositor" shall mean Chrysler Retail Residual Depositor LLC, a Delaware

limited liability company, or its successors.

"Residual Issuer" shall mean Chrysler Retail Residual Trust, a Delaware statutory trust.

"Responsible Officer" shall mean, with respect to the Indenture Trustee, any officer

within the Corporate Trust Office of the Indenture Trustee, including any Managing Director, Director,

Vice President, Assistant Vice President, Assistant Treasurer, Assistant Secretary, Associate or any other

officer of the Indenture Trustee customarily performing functions similar to those performed by any of

the above designated officers and also, with respect to a particular matter, any other officer to whom such

matter is referred because of such officer's knowledge of and familiarity with the particular subject, in

each case having direct responsibility for the administration ofthe Indenture.

NY3:#7454819 22

(e) the Proceeds of any and all ofthe foregoing.

"Release" shall have the meaning specified in Section 2.09(b) ofthe Indenture.

"Release Date" shall have the meaning specified in Section 2.09(b) ofthe Indenture.

"Release Price" shall mean with respect to any Release on any Release Date an amount

equal to the aggregate Principal Balance of the Pooled Receivables that are the subject of such Release as

ofthe close of business on the last day ofthe immediately preceding Collection Period plus the interest on

each such Pooled Receivable at a rate per annum equal to the APR of such Pooled Receivable for the

period from and including the Payment Date immediately preceding such Release Date to but excluding

such Release Date.

"Release Request" shall have the meaning specified in Section 2.09(b) ofthe Indenture.

"Relevant UCC" shall mean the Uniform Commercial Code, as in effect in the relevant

jurisdiction, as amended, supplemented or otherwise modified from time to time.

"Reorganization" shall mean, with respect to any Multiemployer Plan, the condition that

such plan is in reorganization within the meaning of Section 4241 of ERISA.

"Reportable Event" shall mean any of the events set forth in Section 4043(c) of ERISA,

other than those events as to which the thirty day notice period is waived under subsections .27, .28, .29,

.30, .31, .32, .34 or .35 of PBGC Reg. § 4043.

"Required OC Percentage" shall mean.

"Requirement of Law" shall mean, as to any Person, 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 ofits property or to which such Person or any ofits property is subject.

"Residual Depositor" shall mean Chrysler Retail Residual Depositor LLC, a Delaware

limited liability company, or its successors.

"Residual Issuer" shall mean Chrysler Retail Residual Trust, a Delaware statutory trust.

"Responsible Officer" shall mean, with respect to the Indenture Trustee, any officer

within the Corporate Trust Office of the Indenture Trustee, including any Managing Director, Director,

Vice President, Assistant Vice President, Assistant Treasurer, Assistant Secretary, Associate or any other

officer of the Indenture Trustee customarily performing functions similar to those performed by any of

the above designated officers and also, with respect to a particular matter, any other officer to whom such

matter is referred because of such officer's knowledge of and familiarity with the particular subject, in

each case having direct responsibility for the administration ofthe Indenture.

NY3:#7454819 22
"Sale and Servicing Agreement" shall mean that certain Sale and Servicing Agreement,

dated as of January 14,2009, by and among the Issuer, the Depositor and the Servicer, as the same may

be amended, supplemented or otherwise modified and in effect from time to time.

"S&P" shall mean Standard & Poor's, a Division of the McGraw-Hill Companies, Inc.

and its successors.

"Second Step Assignment" shall mean an assignment substantially in the form of

Exhibit A to the Sale and Servicing Agreement, as such form may be amended, supplemented or modified

from time to time.

"Second Step Cash Purchase Price" shall have the meaning set forth in Section 2.02 of

the Sale and Servicing Agreement.

"Secretary of State" shall mean the Secretary of State ofthe State of Delaware.

"Secured Parties" shall mean the Persons for whose benefit the Issuer Grants the Shared

Collateral pursuant to the Indenture.

"Securities Act" shall mean the Securities Act of 1933, as amended.

"Securities Intermediary" shall have the meaning set forth in Section 8.03(d) of the

Indenture.

"Seller" shall mean FinCo, in its capacity as seller under the Purchase Agreement, and its

successor in interest.

"Seller Recharacterization" shall have the meaning set forth in Section 2.02(c) of the

Purchase Agreement.

"Senior Employee" shall mean, with respect to the Seller, any of the twenty-five (25)

most highly compensated employees (including the SEQs).

"SEQ" shall mean a senior executive officer within the meaning of Section 111(b)(3) of

EESA and any interpretation of the United States Department of the Treasury thereunder, including the

rules set forth in 31 C.F.R. Part 30.

"Servicer" shall mean FinCo, as the servicer of the Receivables, and each successor to

FinCo (in the same capacity) pursuant to Section 6.03 or 7.02 ofthe Sale and Servicing Agreement.

"Servicer Termination Event" shall have the meaning specified in Section 7.01 of the

Sale and Servicing Agreement.

"Servicing Criteria" shall mean the servicing criteria set forth m Item 1122(d) of

Regulation AB.

"Servicing Fee Rate" shall mean 1.00% per annum.

"Shared Collateral" has the meaning specified in the Granting Clauses ofthe Indenture.

"Simple Interest Method" shall mean the method of allocating a fixed level payment to

principal and interest, pursuant to which the portion of such payment that is allocated to interest is equal

NY3:#7454819 23

"Sale and Servicing Agreement" shall mean that certain Sale and Servicing Agreement,

dated as of January 14,2009, by and among the Issuer, the Depositor and the Servicer, as the same may

be amended, supplemented or otherwise modified and in effect from time to time.

"S&P" shall mean Standard & Poor's, a Division of the McGraw-Hill Companies, Inc.

and its successors.

"Second Step Assignment" shall mean an assignment substantially in the form of

Exhibit A to the Sale and Servicing Agreement, as such form may be amended, supplemented or modified

from time to time.

"Second Step Cash Purchase Price" shall have the meaning set forth in Section 2.02 of

the Sale and Servicing Agreement.

"Secretary of State" shall mean the Secretary of State ofthe State of Delaware.

"Secured Parties" shall mean the Persons for whose benefit the Issuer Grants the Shared

Collateral pursuant to the Indenture.

"Securities Act" shall mean the Securities Act of 1933, as amended.

"Securities Intermediary" shall have the meaning set forth in Section 8.03(d) of the

Indenture.

"Seller" shall mean FinCo, in its capacity as seller under the Purchase Agreement, and its

successor in interest.

"Seller Recharacterization" shall have the meaning set forth in Section 2.02(c) of the

Purchase Agreement.

"Senior Employee" shall mean, with respect to the Seller, any of the twenty-five (25)

most highly compensated employees (including the SEQs).

"SEQ" shall mean a senior executive officer within the meaning of Section 111(b)(3) of

EESA and any interpretation of the United States Department of the Treasury thereunder, including the

rules set forth in 31 C.F.R. Part 30.

"Servicer" shall mean FinCo, as the servicer of the Receivables, and each successor to

FinCo (in the same capacity) pursuant to Section 6.03 or 7.02 ofthe Sale and Servicing Agreement.

"Servicer Termination Event" shall have the meaning specified in Section 7.01 of the

Sale and Servicing Agreement.

"Servicing Criteria" shall mean the servicing criteria set forth m Item 1122(d) of

Regulation AB.

"Servicing Fee Rate" shall mean 1.00% per annum.

"Shared Collateral" has the meaning specified in the Granting Clauses ofthe Indenture.

"Simple Interest Method" shall mean the method of allocating a fixed level payment to

principal and interest, pursuant to which the portion of such payment that is allocated to interest is equal

NY3:#7454819 23
to the product of the fixed rate of interest multiplied by the unpaid principal balance multiplied by a

fraction, the numerator of which is the number of days elapsed since the preceding payment of interest

was made, the denominator of which is 365, and the remainder ofsuch payment is allocable to principal.

"Simple Interest Receivable" shall mean any Receivable under which the portion of a

payment allocable to interest and the portion allocable to principal are determined in accordance with the

Simple Interest Method.

"Solvent" shall mean, with respect to any Person, (i) the fair value of the assets of such

Person at a fair valuation shall exceed the debts and liabilities, subordinated, contingent or otherwise, of

such Person; (ii) the present fair salable value of the property of such Person shall be greater than the

amount that shall be required to pay the probable liability ofsuch Person on its debts and other liabilities,

subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured;

(iii) such Person shall be able to pay its debts and liabilities, subordinated, contingent or otherwise, as

such debts and liabilities become absolute and matured; and (iv) such Person shall not have unreasonably

small capital with which to conduct the business in which it is engaged as such business is now conducted

and is proposed to be conducted. For all purposes of clauses (i) through (iv) above, the amount of

contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and

circumstances existing at such time, represents the amount that can reasonably be expected to become an

actual or matured liability.

"Spread Amount" shall have the meaning specified in the Loan Agreement.

"State" shall mean anyone of the 50 States of the United States of America or the

District of Columbia.

"Subsidiary" shall mean, in the case of any Person, any other Person 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 other Person are at the time directly or indirectly owned by

such Person.

"Termination Date" shall mean the date on which the Indenture Trustee shall have

received payment and performance of all Obligations.

"Transfer" shall mean each transfer of Designated Receivables and the Related Property

with respect thereto pursuant to the Sale and Servicing Agreement.

"Transfer Termination Event" shall mean any ofthe following events:

(i) the failure by the Depositor to pay any amount payable under the Sale and

Servicing Agreement when due (exc~payments described in clause (ii) below) and such

failure shall continue unremedied for_Business Days after written notice ofsuch failure is

received by Depositor from the Indenture Trustee or the Majority Investors or after discovery

thereof by an officer of Depositor;

NY3:#7454819 24

to the product of the fixed rate of interest multiplied by the unpaid principal balance multiplied by a

fraction, the numerator of which is the number of days elapsed since the preceding payment of interest

was made, the denominator of which is 365, and the remainder ofsuch payment is allocable to principal.

"Simple Interest Receivable" shall mean any Receivable under which the portion of a

payment allocable to interest and the portion allocable to principal are determined in accordance with the

Simple Interest Method.

"Solvent" shall mean, with respect to any Person, (i) the fair value of the assets of such

Person at a fair valuation shall exceed the debts and liabilities, subordinated, contingent or otherwise, of

such Person; (ii) the present fair salable value of the property of such Person shall be greater than the

amount that shall be required to pay the probable liability ofsuch Person on its debts and other liabilities,

subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured;

(iii) such Person shall be able to pay its debts and liabilities, subordinated, contingent or otherwise, as

such debts and liabilities become absolute and matured; and (iv) such Person shall not have unreasonably

small capital with which to conduct the business in which it is engaged as such business is now conducted

and is proposed to be conducted. For all purposes of clauses (i) through (iv) above, the amount of

contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and

circumstances existing at such time, represents the amount that can reasonably be expected to become an

actual or matured liability.

"Spread Amount" shall have the meaning specified in the Loan Agreement.

"State" shall mean anyone of the 50 States of the United States of America or the

District of Columbia.

"Subsidiary" shall mean, in the case of any Person, any other Person 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 other Person are at the time directly or indirectly owned by

such Person.

"Termination Date" shall mean the date on which the Indenture Trustee shall have

received payment and performance of all Obligations.

"Transfer" shall mean each transfer of Designated Receivables and the Related Property

with respect thereto pursuant to the Sale and Servicing Agreement.

"Transfer Termination Event" shall mean any ofthe following events:

(i) the failure by the Depositor to pay any amount payable under the Sale and

Servicing Agreement when due (exc~payments described in clause (ii) below) and such

failure shall continue unremedied for_Business Days after written notice ofsuch failure is

received by Depositor from the Indenture Trustee or the Majority Investors or after discovery

thereof by an officer of Depositor;

NY3:#7454819 24
(ii) any failure by the Depositor to make any payment under any expense

reimbursement or indemnification provision of the Sale and Serving Agreement when due and

such failure shall continue unremedied for _Business Days after written notice of such

failure is received by the Depositor from the Indenture Trustee or the Majority Investors;

(iii) any representation or warranty made by the Depositor in the Sale and

Servicing Agreement or any other Program Document or in any certificate, document or financial

or other statement furnished at any time under or in connection with the Program Documents

shall prove to have been incorrect in any material respect on or as of the date made or deemed

made and such breach shall continue unremedied for a period of_days after written

notice of such breach is received by Depositor from the Indenture Trustee or the Majority

Investors;

(iv) the Depositor shall default in any material respect in the observance or

performance of any covenant or other agreement contained in the Sale and Servicing Agreement

(other than as provided in clauses (i) and (ii» or any other Program Document, and such default

shall continue unremedied for a period of_days after the date on which written notice

thereof, requiring the same to be remedied, shall have been given to the Depositor by the

Indenture Trustee or the Majority Investors;

(v) one or more judgments or decrees shall be entered against the Depositor

involving in the aggregate a liability (not paid or covered by insurance) of_ormore and

all such judgments or decrees shall not have been vacated, discharged or stayed or bonded

pending appeal within _daysfrom the entry thereof;

(vi) a Purchase Termination Event under the Purchase Agreement shall have

occurred and be continuing;

(vii) an Event of Default under the Indenture shall have occurred and be continuing;

or

(viii) an Event ofBankruptcy shall have occurred with respect to the Depositor.

"Trust Agreement" shall mean the Amended and Restated Trust Agreement of the Issuer

dated as ofJanuary 14,2009, between the Depositor and the Owner Trustee.

"Trust Estate" shall mean all money, instruments, rights and other property that are

subject or intended to be subject to the lien and security interest of the Indenture for the benefit of the

Noteholders (including all property and interests Granted to the Indenture Trustee), including all proceeds

thereof.

"Trust Officer" shall mean, in the case of the Indenture Trustee, any Officer within the

Corporate Trust Office of the Indenture Trustee, including any Vice President, Assistant Vice President,

Secretary, Assistant Secretary or any other officer of the Indenture Trustee customarily performing

functions similar to those performed by any of the above designated officers and also, with respect to a

particular matter, any other officer to whom such matter is referred because of such officer's knowledge

of and familiarity with the particular subject and, with respect to the Owner Trustee, any officer or any

agent acting pursuant to a power of attorney by the Owner Trustee in the Corporate Trust Administration

Department of the Owner Trustee with direct responsibility for the administration of the Trust Agreement

and the Program Documents on behalf ofthe Owner Trustee.

NY3:#7454819 25

(ii) any failure by the Depositor to make any payment under any expense

reimbursement or indemnification provision of the Sale and Serving Agreement when due and

such failure shall continue unremedied for _Business Days after written notice of such

failure is received by the Depositor from the Indenture Trustee or the Majority Investors;

(iii) any representation or warranty made by the Depositor in the Sale and

Servicing Agreement or any other Program Document or in any certificate, document or financial

or other statement furnished at any time under or in connection with the Program Documents

shall prove to have been incorrect in any material respect on or as of the date made or deemed

made and such breach shall continue unremedied for a period of_days after written

notice of such breach is received by Depositor from the Indenture Trustee or the Majority

Investors;

(iv) the Depositor shall default in any material respect in the observance or

performance of any covenant or other agreement contained in the Sale and Servicing Agreement

(other than as provided in clauses (i) and (ii» or any other Program Document, and such default

shall continue unremedied for a period of_days after the date on which written notice

thereof, requiring the same to be remedied, shall have been given to the Depositor by the

Indenture Trustee or the Majority Investors;

(v) one or more judgments or decrees shall be entered against the Depositor

involving in the aggregate a liability (not paid or covered by insurance) of_ormore and

all such judgments or decrees shall not have been vacated, discharged or stayed or bonded

pending appeal within _daysfrom the entry thereof;

(vi) a Purchase Termination Event under the Purchase Agreement shall have

occurred and be continuing;

(vii) an Event of Default under the Indenture shall have occurred and be continuing;

or

(viii) an Event ofBankruptcy shall have occurred with respect to the Depositor.

"Trust Agreement" shall mean the Amended and Restated Trust Agreement of the Issuer

dated as ofJanuary 14,2009, between the Depositor and the Owner Trustee.

"Trust Estate" shall mean all money, instruments, rights and other property that are

subject or intended to be subject to the lien and security interest of the Indenture for the benefit of the

Noteholders (including all property and interests Granted to the Indenture Trustee), including all proceeds

thereof.

"Trust Officer" shall mean, in the case of the Indenture Trustee, any Officer within the

Corporate Trust Office of the Indenture Trustee, including any Vice President, Assistant Vice President,

Secretary, Assistant Secretary or any other officer of the Indenture Trustee customarily performing

functions similar to those performed by any of the above designated officers and also, with respect to a

particular matter, any other officer to whom such matter is referred because of such officer's knowledge

of and familiarity with the particular subject and, with respect to the Owner Trustee, any officer or any

agent acting pursuant to a power of attorney by the Owner Trustee in the Corporate Trust Administration

Department of the Owner Trustee with direct responsibility for the administration of the Trust Agreement

and the Program Documents on behalf ofthe Owner Trustee.

NY3:#7454819 25
"Yield Supplement Overcollateralization Amount" shall mean, for any date of

determination, the sum of the amount for each Pooled Receivable that is a Yield Supplemented

Receivable on such date of determination equal to the excess, if any, of (i) the remaining scheduled

payments of principal and interest on such Yield Supplemented Receivable as of the close of business on

the last day of the immediately preceding Collection Period (or, if any such Receivable became a Pooled

Receivable after the last day of such Collection Period, the remaining scheduled payments thereon as of

the Purchase Cutoff Date with respect to such Receivable) discounted to present value at the APR ofsuch

Yield Supplemented Receivable over (ii) the remaining scheduled payments of principal and interest on

such Yield Supplemented Receivable as of the close of business on the last day of the immediately

preceding Collection Period (or, if any such Receivable became a Pooled Receivable after the last day of

such Collection Period, the remaining scheduled payments thereon as of the Purchase Cutoff Date with

respect to such Receivable) discounted to present value at the Required Rate (which, in the event that on

such date of determination there is no Hedge outstanding, shall be the Required Rate in effect on the date

such Pooled Receivable was purchased by the Issuer).

"Yield Supplemented Receivable" shall mean each Pooled Receivable other than a

Defaulted Receivable that has an APR less than the Required Rate.

NY3:#7454819 26

"Yield Supplement Overcollateralization Amount" shall mean, for any date of

determination, the sum of the amount for each Pooled Receivable that is a Yield Supplemented

Receivable on such date of determination equal to the excess, if any, of (i) the remaining scheduled

payments of principal and interest on such Yield Supplemented Receivable as of the close of business on

the last day of the immediately preceding Collection Period (or, if any such Receivable became a Pooled

Receivable after the last day of such Collection Period, the remaining scheduled payments thereon as of

the Purchase Cutoff Date with respect to such Receivable) discounted to present value at the APR ofsuch

Yield Supplemented Receivable over (ii) the remaining scheduled payments of principal and interest on

such Yield Supplemented Receivable as of the close of business on the last day of the immediately

preceding Collection Period (or, if any such Receivable became a Pooled Receivable after the last day of

such Collection Period, the remaining scheduled payments thereon as of the Purchase Cutoff Date with

respect to such Receivable) discounted to present value at the Required Rate (which, in the event that on

such date of determination there is no Hedge outstanding, shall be the Required Rate in effect on the date

such Pooled Receivable was purchased by the Issuer).

"Yield Supplemented Receivable" shall mean each Pooled Receivable other than a

Defaulted Receivable that has an APR less than the Required Rate.

NY3:#7454819 26
REDACTED

EXHIBIT A
NY3:#7455485

INDENTURE

between

CHRYSLER LB RECEIVABLES TRUST,

as Issuer

and

DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Indenture Trustee

Dated as ofJanuary 14,2009

NY3:#7455485

INDENTURE

between

CHRYSLER LB RECEIVABLES TRUST,

as Issuer

and

DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Indenture Trustee

Dated as ofJanuary 14,2009
SECTION 1.02.

Rules of Construction 4

ARTICLE II The Notes 4

SECTION 2.0 l.

SECTION 2.02.SECTION 2.03.SECTION 2.04.SECTION 2.05.SECTION 2.06.SECTION 2.07.

SECTION 2.08.

SECTION 2.09.

SECTION 2.10.

SECTION 2.11.

SECTION 2.12.SECTION 2.13.

Form 4

Execution, Authentication and Delivery 5

Temporary Notes 5

Registration; Registration ofTransfer and Exchange 6

Mutilated, Destroyed, Lost or Stolen Notes 7

Persons Deemed Owner 8

Payment of Principal and Interest; Defaulted Interest 8

Cancellation 9

Release ofCollateral 9

Tax Treatment 10

Subordination 10

Representations and Warranties as to the Security Interest of the

Indenture Trustee in the Pooled Receivables 11

Borrowings 12

ARTICLE In Covenants 12

SECTION 3.01.SECTION 3.02.

SECTION 3.03.SECTION 3.04.

SECTION 3.05.SECTION 3.06.SECTION 3.07.SECTION 3.08.SECTION 3.09.SECTION 3.10.SECTION 3.11.SECTION 3.12.SECTION 3.13.SECTION 3.14.

SECTION 3.15.SECTION 3.16.SECTION 3.17.SECTION 3.18.SECTION 3.19.

SECTION 3.20.

SECTION 3.21.

SECTION 3.22.

NY3:#7455485

Payment of Principal and Interest.. 13

Maintenance of Office or Agency 13

Money for Payments To Be Held in Trust.. 13

Existence 14

Protection ofTrust Estate 14

Opinions as to Trust Estate 14

Performance of Obligations; Servicing of Receivables 15

Certain Negative Covenants 17

Books and Records 17

Annual Statement as to Compliance 18

Payment ofTaxes 18

Limitation on Fundamental Changes and Sale of Assets 18

No Other Business 18

No Borrowing 19

Servicer's Obligations 19

Guarantees, Loans, Advances and Other Liabilities 19

Transactions With Affiliates 19

Capital Expenditures and Payments 19

Restricted Payments 19

Notice of Default and Events of Default.. 20

Other Notices 20

Further Instruments and Acts 20

SECTION 1.02.

Rules of Construction 4

ARTICLE II The Notes 4

SECTION 2.0 l.

SECTION 2.02.SECTION 2.03.SECTION 2.04.SECTION 2.05.SECTION 2.06.SECTION 2.07.

SECTION 2.08.

SECTION 2.09.

SECTION 2.10.

SECTION 2.11.

SECTION 2.12.SECTION 2.13.

Form 4

Execution, Authentication and Delivery 5

Temporary Notes 5

Registration; Registration ofTransfer and Exchange 6

Mutilated, Destroyed, Lost or Stolen Notes 7

Persons Deemed Owner 8

Payment of Principal and Interest; Defaulted Interest 8

Cancellation 9

Release ofCollateral 9

Tax Treatment 10

Subordination 10

Representations and Warranties as to the Security Interest of the

Indenture Trustee in the Pooled Receivables 11

Borrowings 12

ARTICLE In Covenants 12

SECTION 3.01.SECTION 3.02.

SECTION 3.03.SECTION 3.04.

SECTION 3.05.SECTION 3.06.SECTION 3.07.SECTION 3.08.SECTION 3.09.SECTION 3.10.SECTION 3.11.SECTION 3.12.SECTION 3.13.SECTION 3.14.

SECTION 3.15.SECTION 3.16.SECTION 3.17.SECTION 3.18.SECTION 3.19.

SECTION 3.20.

SECTION 3.21.

SECTION 3.22.

NY3:#7455485

Payment of Principal and Interest.. 13

Maintenance of Office or Agency 13

Money for Payments To Be Held in Trust.. 13

Existence 14

Protection ofTrust Estate 14

Opinions as to Trust Estate 14

Performance of Obligations; Servicing of Receivables 15

Certain Negative Covenants 17

Books and Records 17

Annual Statement as to Compliance 18

Payment ofTaxes 18

Limitation on Fundamental Changes and Sale of Assets 18

No Other Business 18

No Borrowing 19

Servicer's Obligations 19

Guarantees, Loans, Advances and Other Liabilities 19

Transactions With Affiliates 19

Capital Expenditures and Payments 19

Restricted Payments 19

Notice of Default and Events of Default.. 20

Other Notices 20

Further Instruments and Acts 20
SECTION 5.01.SECTION 5.02.SECTION 5.03.

SECTION 5.04.SECTION 5.05.SECTION 5.06.SECTION 5.07.SECTION 5.08.

SECTION 5.09.SECTION 5.10.

SECTION 5.11.

SECTION 5.12.SECTION 5.13.SECTION 5.14.

Events of Default 22

Acceleration of Maturity; Rescission and Annulment.. 23

Collection of Indebtedness and Suits for Enforcement by Indenture

Trustee 24

Remedies; Priorities 26

Optional Preservation of the Receivables 27

Unconditional Rights of Noteholders To Receive Principal and Interest27

Restoration of Rights and Remedies 27

Rights and Remedies Cumulative 27

Delay or Omission Not a Waiver. 27

Control by Majority Investors 28

Waiver of Past Defaults 28

Waiver of Stay or Extension Laws 28

Action on Notes 28

Performance and Enforcement of Certain Obligations 29

ARTICLE VI The Indenture Trustee 29

SECTION 6.0 I.

SECTION 6.02.

SECTION 6.03.

SECTION 6.04.SECTION 6.05.SECTION 6.06.

SECTION 6.07.SECTION 6.08.SECTION 6.09.SECTION 6.10.

SECTION 6.11.

Duties ofIndenture Trustee 29

Rights ofIndenture Trustee 31

Individual Rights ofIndenture Trustee 32

Indenture Trustee's Disclaimer 32

Notice of Defaults; Reports by Indenture Trustee to Holders 33

Compensation and Indemnity 33

Replacement ofIndenture Trustee 33

Successor Indenture Trustee by Merger 34

Appointment ofCo-Indenture Trustee or Separate Indenture Trustee 35

Eligibility; Disqualification 36

Pennsylvania Motor Vehicle Sales Finance Act Licenses 36

ARTICLE vn Noteholders' Lists and Reports 36

SECTION 7.01. Issuer To Furnish Indenture Trustee Names and Addresses of

Noteholders 36

SECTION 7.02. Preservation ofInformation; Communications to Noteholders 36

ARTICLE VIlI Accounts, Disbursements and Releases 37

SECTION 8.01. Collection of Money 37

SECTION 8.02. Collection Account 37SECTION 8.03. Funding Account... 38

SECTION 8.04. General Provisions Regarding the Accounts 39

SECTION 8.05. Release ofTrust Estate 4 I

NY3:#7455485 11

SECTION 5.01.SECTION 5.02.SECTION 5.03.

SECTION 5.04.SECTION 5.05.SECTION 5.06.SECTION 5.07.SECTION 5.08.

SECTION 5.09.SECTION 5.10.

SECTION 5.11.

SECTION 5.12.SECTION 5.13.SECTION 5.14.

Events of Default 22

Acceleration of Maturity; Rescission and Annulment.. 23

Collection of Indebtedness and Suits for Enforcement by Indenture

Trustee 24

Remedies; Priorities 26

Optional Preservation of the Receivables 27

Unconditional Rights of Noteholders To Receive Principal and Interest27

Restoration of Rights and Remedies 27

Rights and Remedies Cumulative 27

Delay or Omission Not a Waiver. 27

Control by Majority Investors 28

Waiver of Past Defaults 28

Waiver of Stay or Extension Laws 28

Action on Notes 28

Performance and Enforcement of Certain Obligations 29

ARTICLE VI The Indenture Trustee 29

SECTION 6.0 I.

SECTION 6.02.

SECTION 6.03.

SECTION 6.04.SECTION 6.05.SECTION 6.06.

SECTION 6.07.SECTION 6.08.SECTION 6.09.SECTION 6.10.

SECTION 6.11.

Duties ofIndenture Trustee 29

Rights ofIndenture Trustee 31

Individual Rights ofIndenture Trustee 32

Indenture Trustee's Disclaimer 32

Notice of Defaults; Reports by Indenture Trustee to Holders 33

Compensation and Indemnity 33

Replacement ofIndenture Trustee 33

Successor Indenture Trustee by Merger 34

Appointment ofCo-Indenture Trustee or Separate Indenture Trustee 35

Eligibility; Disqualification 36

Pennsylvania Motor Vehicle Sales Finance Act Licenses 36

ARTICLE vn Noteholders' Lists and Reports 36

SECTION 7.01. Issuer To Furnish Indenture Trustee Names and Addresses of

Noteholders 36

SECTION 7.02. Preservation ofInformation; Communications to Noteholders 36

ARTICLE VIlI Accounts, Disbursements and Releases 37

SECTION 8.01. Collection of Money 37

SECTION 8.02. Collection Account 37SECTION 8.03. Funding Account... 38

SECTION 8.04. General Provisions Regarding the Accounts 39

SECTION 8.05. Release ofTrust Estate 4 I

NY3:#7455485 11
pp

ARTICLE X Redemption of Notes 44

SECTION 10.01. Redemption 44

SECTION 10.02. Form of Redemption Notice 44

SECTION 10.03. Notes Payable on Redemption Date 45

ARTICLE Xl [RESERVED] 45

ARTICLE XII Miscellaneous 45

SECTION 12.01.SECTION 12.02.

SECTION 12.03.SECTION 12.04.SECTION 12.05.SECTION 12.06.SECTION 12.07.SECTION 12.08.SECTION 12.09.SECTION 12.10.SECTION 12.11.SECTION 12.12.SECTION 12.13.SECTION 12.14.SECTION 12.15.SECTION 12.16.SECTION 12.17.SECTION 12.18.

ANNEX A

EXHIBIT A

EXHIBIT B

EXHIBIT C

EXHIBIT D

EXHIBIT E

EXHIBIT F

EXHIBIT G

NY3:#7455485

Compliance Certificates and Opinions, etc 45

Form of Documents Delivered to Indenture Trustee 46

Acts ofNoteholders 47

Notices, etc., to Indenture Trustee and Issuer.. 47

Notices to Noteholders; Waiver 48

Alternate Payment and Notice Provisions 48

Effect of Headings and Table of Contents 49

Successors and Assigns 49

Separability 49

Benefits ofIndenture 49

Legal Holidays 49

GOVERNING LAW 49

Counterparts 49

Recording ofIndenture 49

Trust Obligation 49

No Petition 50

Execution of Financing Statements 50

No Recourse 50

Transter Restrictions

Form of Class A Note

Form of Class B Note

Form of Class C Note

Form of Release Request

Form of HedgeForm of Class C Note Purchase Agreement

Form of Sale Supplement

111

pp

ARTICLE X Redemption of Notes 44

SECTION 10.01. Redemption 44

SECTION 10.02. Form of Redemption Notice 44

SECTION 10.03. Notes Payable on Redemption Date 45

ARTICLE Xl [RESERVED] 45

ARTICLE XII Miscellaneous 45

SECTION 12.01.SECTION 12.02.

SECTION 12.03.SECTION 12.04.SECTION 12.05.SECTION 12.06.SECTION 12.07.SECTION 12.08.SECTION 12.09.SECTION 12.10.SECTION 12.11.SECTION 12.12.SECTION 12.13.SECTION 12.14.SECTION 12.15.SECTION 12.16.SECTION 12.17.SECTION 12.18.

ANNEX A

EXHIBIT A

EXHIBIT B

EXHIBIT C

EXHIBIT D

EXHIBIT E

EXHIBIT F

EXHIBIT G

NY3:#7455485

Compliance Certificates and Opinions, etc 45

Form of Documents Delivered to Indenture Trustee 46

Acts ofNoteholders 47

Notices, etc., to Indenture Trustee and Issuer.. 47

Notices to Noteholders; Waiver 48

Alternate Payment and Notice Provisions 48

Effect of Headings and Table of Contents 49

Successors and Assigns 49

Separability 49

Benefits ofIndenture 49

Legal Holidays 49

GOVERNING LAW 49

Counterparts 49

Recording ofIndenture 49

Trust Obligation 49

No Petition 50

Execution of Financing Statements 50

No Recourse 50

Transter Restrictions

Form of Class A Note

Form of Class B Note

Form of Class C Note

Form of Release Request

Form of HedgeForm of Class C Note Purchase Agreement

Form of Sale Supplement

111
g 

(

"Class A Notes"), Class B Floating Rate Asset Backed Notes (the "Class B Notes") and Class C

Floating Rate Asset Backed Notes (the "Class C Notes" and, together with the Class A Notes and

the Class B Notes, the "Notes"):

GRANTING CLAUSES

The Issuer hereby Grants to the Indenture Trustee, as trustee for the benefit of the

Secured Parties, all of the Issuer's right, title and interest in and to (a) all Pooled Receivables

including all Pooled Receivables hereinafter acquired by the Issuer, all Related Property with

respect thereto, including all monies due and to become due to the Issuer thereon and all amounts

received with respect thereto on and after the applicable Purchase Cutoff Date; (b) the Collection

Account and all property therein, including all funds held in such account and all securities,

whether certificated or uncertificated, security entitlements, or instruments, if any, from time to

time representing or evidencing investment of such amounts and all Proceeds thereof, and all

claims of the Issuer in and to such funds; (c) each of the Program Documents (other than this

Indenture, the Loan Agreement and any Note Purchase Agreement), including, without

limitation, all monies due and to become due to the Issuer thereunder or in connection therewith,

whether payable as fees, expenses, costs, indemnities, insurance recoveries, damages for the

breach thereof or otherwise, and all rights, remedies, powers, privileges and claims of the Issuer

under or with respect to each ofsuch Program Documents (whether arising pursuant to the terms

of such Program Documents or otherwise available to the Issuer at law or in equity), including,

without limitation, the rights of the Issuer to enforce each of such Program Documents and to

give or withhold any and all consents, requests, notices, directions, approvals, extensions or

waivers under or with respect to such Program Documents, (d) all Hedges hereinafter acquired or

entered into by the Issuer, including, without limitation, all monies due and to become due to the

Issuer thereunder or in connection therewith, whether payable as contractual payments

thereunder, termination payments, damages for the breach thereof or otherwise, and all rights,

remedies, powers, privileges and claims of the Issuer under or with respect to the Hedges

(whether arising pursuant to the terms of the Hedges or otherwise available to the Issuer at law or

in equity), including, without limitation, the rights ofthe Issuer to enforce the Hedges and to give

or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers

under or with respect to the Hedges and (e) all present and future claims, demands, causes of

action and choses in action in respect of any or all of the foregoing and all payments on or under

and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing,

including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other

liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances,

chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to

payment of any and every kind and other forms of obligations and receivables, instruments and

other property which at any time constitute all or part of or are included in the proceeds of any of

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time representing or evidencing investment of such amounts and all proceeds thereof, and all

claims of the Issuer in and to such funds and all present and future claims, demands, causes of

action and choses in action in respect of any or all of the foregoing and all payments on or underand all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing,

including all proceeds of the conversion voluntary or involuntary, into cash or other

liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances,

chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to

payment of any and every kind and other forms of obligations and receivables, instruments and

other property which at any time constitute all or part of or are included in the Proceeds of any of

the foregoing (collectively, the "Non-Shared Collateral" and together with the Shared Collateral,

the "Collateral"), in each case as such terms are defined herein.

The foregoing Grants are made in trust to secure the payment of principal of and interest

on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice,

priority or distinction, except as otherwise provided in this Indenture, to secure payments of all

Obligations to the Hedge Counterparties under the Hedges and to secure compliance with the

provisions of this Indenture, all as provided in this Indenture.

The Indenture Trustee, as trustee on behalf of the Holders of the Notes, acknowledges

such Grants, accepts the trusts under this Indenture in accordance with the provisions of this

Indenture and agrees to perform its duties required in this Indenture to the best of its ability to the

end that the interests ofthe Holders of the Notes may be adequately and effectively protected.

The Issuer hereby irrevocably constitutes and appoints the Indenture Trustee and any

officer or agent thereof, with full power of substitution, as its hue and lawful attorney-in-fact

with full irrevocable power and authority in the place and stead of the Issuer and in the name of

the Issuer or in its own name, from time to time in the Indenture Trustee's discretion, for the

purpose of carrying out the terms of the Program Documents, to take any and all appropriate

action and to execute any and all documents and instruments which may be necessary or

desirable to accomplish the purposes of the Program Documents, which the Issuer is required to

do thereunder but has failed to do within the time limits required, including without limitation, to

protect, preserve and realize upon the Collateral, to tile such financing statements relating to the

Collateral as the Indenture Trustee at its option deems appropriate, and, without limiting the

generality of the foregoing, the Issuer hereby gives the Indenture Trustee the power and right, on

behalf of the Issuer, without assent by, but with notice to, the Issuer, if an Event of Default shall

have occurred and be continuing, to do the following:

(i) in the name of the Issuer or its own name, or otherwise, to take possession

of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the

payment of moneys due under any insurance policies or with respect to any of the Collateral and

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(iii) (A) to direct any party liable for any payment under any Collateral to

make payment of any and all moneys due or to become due thereunder directly to the Indenture

Trustee or as the Indenture Trustee shall direct; (B) to ask or demand for, collect, receive

payment of and receipt for, any and all moneys, claims and other amounts due or to become due

at any time in respect of or arising out of any Collateral; (C) to sign and endorse any invoices,

assignments, verifications, notices and other documents in connection with any of the Collateral;

(D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court

of competent jurisdiction to collect the Collateral or any part thereof and to enforce any other

right in respect of any Collateral; (E) to defend any suit, action or proceeding brought against the

Issuer with respect to any Collateral; (F) to settle, compromise or adjust any suit, action or

proceeding described in clause (E) above and, in connection therewith, to give such discharges or

releases as the Indenture Trustee may deem appropriate; and (G) in connection with its exercise

of its remedies hereunder, generally, to sell, transfer, pledge and make any agreement with

respect to or otherwise deal with any of the Collateral as fully and completely as though the

Indenture Trustee were the absolute owner thereof for all purposes, and to do, at the Indenture

Trustee's option and the Issuer's expense, at any time, or from time to time, all acts and things

which the Indenture Trustee deems necessary to protect, preserve or realize upon the Collateral

and the Indenture Trustee's Liens thereon and to effect the intent of this Indenture and the other

Program Documents, all as fully and effectively as the Issuer might do.

The Issuer hereby ratifies all that said attorneys shall lawfully do or cause to be done by

virtue hereof. This power of attorney is a power coupled with an interest and shall be

irrevocable.

The powers conferred on the Indenture Trustee are solely to protect the Noteholders'

interests in the Collateral and subject to Applicable Law shall not impose any duty upon the

Indenture Trustee to exercise any such powers. The exercise of such powers by the Indenture

Trustee shall be subject in all respects to its right to require direction by the Majority Investors

prior to the exercise of such powers and the Indenture Trustee shall not be liable for any failure

to exercise such powers in the absence ofsuch appropriate direction. The Indenture Trustee shall

be accountable only for amounts that it actually receives as a result of the exercise of such

powers, and neither the Indenture Trustee nor any of its officers, directors, agents or employees

shall be responsible to the Issuer for any act or failure to act hereunder, except for its own gross

negligence or willful misconduct.

ARTICLE I

Definitions and Incorporation by Reference

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and in effect from time to time, the 

Sale and Servicing Agreement

), which Annex X is

incorporated by reference herein; provided, however, that no amendment to any such definition

not specifically defined herein shall be enforceable against the Indenture Trustee unless the

Indenture Trustee receives written notice ofsuch amendment.

SECTION 1.02. Rules of Construction. Unless the context otherwise requires:

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

(ii) an accounting term not otherwise defined has the meaning assigned to it in

accordance with generally accepted accounting principles as in effect from time to time;

(iii) "or" is not exclusive;

(iv) "including" and its variations shall be deemed to be followed by "without

limitation";

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

singular; and

(vi) 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 II

The Notes

SECTION 2.01. Form. The Class A Notes, the Class B Notes and the Class C

Notes, in each case together with the Indenture Trustee's certificate of authentication, shall be in

definitive form in substantially the form set forth in Exhibit A, Exhibit B and Exhibit C,

respectively, with such appropriate insertions, omissions, substitutions and other variations as are

required or permitted by this Indenture, and may have such letters, numbers or other marks of

identification and such legends or endorsements placed thereon as may, consistently herewith, be

determined by the Authorized Officers executing such Notes, as evidenced by their execution of

the Notes. Any portion of the text of any Note may be set forth on the reverse thereof, with an

appropriate reference thereto on the face of the Note.

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Borrowings may be made under the Notes pursuant to Section 2.13 and the principal of

the Notes may be repaid without penalty pursuant to the terms hereof, but may not be

reborrowed.

SECTION 2.02. Execution, Authentication and Delivery. The Notes shall be

executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such

Authorized Officer on the Notes may be manual or facsimile.

Notes bearing the manual or facsimile signature of individuals who were at any time

Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or

any of them have ceased to hold such offices prior to the authentication and delivery of such

Notes or did not hold such offices at the date ofsuch Notes.

The Indenture Trustee shall upon Issuer Order authenticate and deliver Class A Notes,

Class B Notes and Class C Notes, each in the aggregate principal amount set forth in such Issuer

Order. The aggregate principal amounts of the Class A Notes, Class B Notes and Class C Notes

outstanding at any time may not exceed such respective amounts except as provided in

Section 2.13.

Each Note shall be dated the date of its authentication. The Notes shall be issuable as

registered Notes in the minimum denomination of $15,000,000.

No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for

any purpose, unless there appears on such Note a certificate of authentication substantially in the

form provided for herein executed by the Indenture Trustee by the manual signature of one of its

authorized signatories, and such certificate upon any Note shall be conclusive evidence, and theonly evidence, that such Note has been duly authenticated and delivered hereunder.

SECTION 2.03. Temporary Notes. Pending the preparation of definitive Notes, the

Issuer may execute, and upon receipt of an Issuer Order the Indenture Trustee shall authenticate

and deliver, temporary Notes that are printed, lithographed, typewritten, mimeographed or

otherwise produced, of the tenor of the definitive Notes in Iieu of which they are issued and with

such variations not inconsistent with the terms of this Indenture as the officers executing such

Notes may determine, as evidenced by their execution ofsuch Notes.

If temporary Notes are issued, the Issuer shall cause definitive Notes to be prepared

without unreasonable delay. After the preparation of definitive Notes, the temporary Notes shall

be exchangeable for definitive Notes upon surrender of the temporary Notes at the office or

agency of the Issuer to be maintained as provided in Section 3.02, without charge to the Holder.

Upon surrender for cancellation of anyone or more temporary Notes, the Issuer shall execute,

and the Indenture Trustee shall authenticate and deliver in exchange therefor, a like principal

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shall be the "Note Registrar" for the purpose of registering Notes and transfers ofNotes as herein

provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a

successor or, if it elects not to make such an appointment, assume the duties of Note Registrar.

If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar,

the Issuer will give the Indenture Trustee prompt written notice of the appointment ofsuch Note

Registrar and of the location, and any change in the location, of the Note Register, and the

Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to

obtain copies thereof, and the Indenture Trustee shall have the right to conclusively rely upon a

certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the

names and addresses of the Holders of the Notes and the principal amounts and number of such

Notes.

Subject to the transfer restrIctIOns set forth in Annex A hereto, upon surrender for

registration of transfer of any Note at the office or agency of the Issuer to be maintained as

provided in Section 3.02, if the requirements of Section 8-401 (a) of the Relevant UCC are met

the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall

obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or

more new Notes of the same class in any authorized denominations and of a like aggregate

principal amount.

At the option of the Holder, Notes may be exchanged for other Notes of the same class in

any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes

to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange,

if the requirements of Section 8-401 (a) of the Relevant UCC are met the Issuer shall execute,

and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture

Trustee, the Notes which the Noteholder making the exchange is entitled to receive.

All Notes issued upon any registration of transfer or exchange of Notes shall be the valid

obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this

Indenture, as the Notes surrendered upon such registration of transfer or exchange.

Every Note presented or surrendered for registration of transfer or exchange shall be duly

endorsed by, or be accompanied by a written instrument of transfer in fonn satisfactory to the

Indenture Trustee duly executed by, the Holder thereof or such Holder's attorney duly authorized

in writing, and by any other document as the Issuer or the Indenture Trustee may reasonably

require.

No service charge shall be made to a Holder for any registration of transfer or exchange

of Notes, but the Issuer may require payment of a sum sufficient to cover any tax or other

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respect to the Note.

The Class C Notes shall initially be issued (if issued) solely to the Residual Depositor

pursuant to the Note Purchase Agreement substantially in the form of Exhibit F hereto, and the

Residual Depositor may transfer such Class C Notes to the Residual Issuer pursuant to a sale

supplement substantially in the form of Exhibit G hereto. The Residual Issuer may pledge such

Notes to the lenders to the Residual Issuer who on the date hereof are entities affiliated with

;provided, however, that the foregoing shall not

limit the ability of any lender to the Residual Issuer to transfer its notes and shall not limit the

transfer of the Class C Notes in connection with the exercise of remedies or prepayment by or of

such lenders.

SECTION 2.05. Mutilated, Destroyed, Lost or Stolen Notes. If (i) any mutilated

Note is surrendered to the Indenture Trustee, or the Indenture Trustee receives evidence to its

satisfaction of the destruction, los or theft of any Note, and (ii) there is delivered to the

Indenture Trustee such security or indemnity as may be required by it to hold the Issuer and the

Indenture Trustee harmless, then, in the absence of notice to the Issuer, the Note Registrar or the

Indenture Trustee that such Note has been acquired by a Protected Purchaser, and provided that

the requirements of Sections 8-405 and 8-406 of the Relevant UCC are met, the Issuer shall

execute, and upon receipt of an Issuer Request the Indenture Trustee shall authenticate and

deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a

replacement Note of the same class; provided, however, that if any such destroyed, lost or stolen

Note, but not a mutilated Note, shall have become or within seven days shall be due and payable,

or shall have been called for redemption, instead of issuing a replacement Note, the Issuer may

pay such destroyed, lost or stolen Note when so due or payable or upon the Redemption Date

without surrender thereof. If, after the delivery of such replacement Note or payment of a

destroyed, lost or stolen Note pursuant to the proviso to the preceding sentence, a Protected

Purchaser of the original Note in lieu of which such replacement Note was issued presents for

payment such original Note, the Issuer and the Indenture Trustee shall be entitled to recover such

replacement Note (or such payment) from the Person to whom it was delivered or any Person

taking such replacement Note from such Person to whom such replacement Note was delivered

or any assignee of such Person, except a Protected Purchaser, and shall be entitled to recover

upon the security or indemnity provided therefor to the extent of any loss, damage, cost or

expense incurred by the Issuer or the Indenture Trustee in connection therewith.

Upon the issuance of any replacement Note under this Section, the Issuer may require the

payment by the Holder of such Note of a sum sufficient to cover any tax or other governmental

charge that may be imposed in relation thereto and any other reasonable expenses (including the

fees and expenses of the Indenture Trustee) connected therewith.

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other rights and remedies with respect to the replacement or payment of mutilated, destroyed,

lost or stolen Notes.

SECTION 2.06. Persons Deemed Owner. Prior to due presentment for registration

of transfer of any Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the

Indenture Trustee may treat the Person in whose name any Note is registered (as of the day of

determination) as the owner of such Note for the purpose of receiving payments of principal of

and interest, if any, on such Note and for all other purposes whatsoever, whether or not such

Note be overdue, and none of the Issuer, the Indenture Trustee or any agent of the Issuer or the

Indenture Trustee shall be affected by notice to the contrary.

SECTION 2.07. Payment of Principal and Interest; Defaulted Interest. (a) The

Class A Notes, the Class B Notes and the Class C Notes shall accrue interest as provided in the

fonn of Class A Note, the form of Class B Note and the form of Class C Note set forth in

Exhibit A, Exhibit B and Exhibit C, respectively, and such interest shall be due and payable on

each Payment Date (or Interim Payment Date with respect to the amount of principal being

repaid on such date). Any installment of interest or principal payable on a Note that is

punctually paid or duly provided for by the Issuer on the applicable Payment Date (or Interim

Payment Date) shall be paid to the Person in whose name such Note (or one or more Predecessor

Notes) is registered on the Record Date by wire transfer in immediately available funds to the

account designated by such Person, and except for the final installment of principal payable with

respect to such Note on a Payment Date (or Interim Payment Date) (and except for the

Redemption Price for any Note called for redemption pursuant to Section 10.01) which shall be

payable as provided below. If the Issuer defaults in a payment of interest on the Notes, the Issuer

shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) at the

applicable interest rate specified in the Loan Agreement in any lawful manner.

(b) The principal of each Note shall be payable in installments on each Payment Date

or Interim Payment Date as provided herein and in the forms of the Notes set forth in Exhibit A,

Exhibit B and Exhibit C, respectively. The entire unpaid principal amount of the Class A Notes

shall be due and payable on the Class A Final Payment Date, the entire unpaid principal amount

of the Class B Notes shall be due and payable on the Class B Final Payment Date and the entire

unpaid principal amount of the Class C Notes shall be due and payable on the Class C Final

Payment Date. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes

shall be due and payable, if not previously paid, on the date on which an Event of Default shall

have occurred and be continuing, if the Indenture Trustee or the Majority Investors have declared

the Notes to be immediately due and payable in the manner provided in Section 5.02. All

principal payments on each class of Notes shall be made pro rata to the Noteholders ofsuch class

entitled thereto. The Indenture Trustee shall notify the Person in whose name a Note is

registered at the close of business on the Record Date preceding the Payment Date or Interim

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Section 10.02.

(c) (I) Payment of principal and interest on the Class B Notes is subordinated to

payment on each Payment Date and Interim Payment Date of the principal, interest and other

amounts due and payable on the Class A Notes to the extent set forth in Section 8.02(c) and (II)

payment of principal and interest on the Class C Notes is subordinated to payment on each

Payment Date and Interim Payment Date of the principal, interest and other amounts due and

payable on the Class A Notes and the Class B Notes to the extent set forth in Section 8.02(c).

SECTION 2.08. Cancellation. All Notes surrendered for payment, registration of

transfer, exchange or redemption shall, if surrendered to any Person other than the Indenture

Trustee, be delivered to the Indenture Trustee at

and shall be promptly cancelled by the Indenture Trustee. The

Issuer may at any time deliver to the Indenture Trustee for cancellation any Notes previously

authenticated and delivered hereunder which the Issuer may have acquired in any manner

whatsoever, and all Notes so delivered shall be promptly cancelled by the Indenture Trustee. No

Notes shall be authenticated in lieu of or in exchange for any Notes cancelled as provided in this

Section, except as expressly permitted by this Indenture. All cancelled Notes may be held or

disposed of by the Indenture Trustee in accordance with its standard retention or disposal policy

as in effect at the time unless the Issuer shall direct by an Issuer Order that they be returned to it;

provided, that such Issuer Order is timely and the Notes have not been previously disposed of by

the Indenture Trustee.

SECTION 2.09. Release of Collateral.

(a) Termination Date. The Indenture Trustee shall, on or after the Termination Date,

release any remaining property from the lien of this Indenture upon receipt of an Issuer Request

accompanied by an Officer's Certificate of the Issuer meeting the applicable requirements of

Section 12.01.

(b) Sales of Collateral. The Issuer may obtain a release of the Indenture Trustee's

security interest in all but not less than all of the Collateral in connection with a sale or

refinancing of Pooled Receivables and the Related Property with respect thereto by the Issuer (a

"Release") upon payment of the Release Price. A request (a "Release Request") for release of

Collateral, except in connection with the purchase of Pooled Receivables and the Related

Property with respect thereto by the Servicer pursuant to the Sale and Servicing Agreement or

the repurchase of Pooled Receivables and the Related Property with respect thereto by the Seller

pursuant to the Purchase Agreement, shall be in substantially the form of Exhibit D, addressed to

the Indenture Trustee, and shall be delivered not later than 9:30 A.M., New York City time, on

the second Business Day preceding the date on which such Release is to occur (the "Release

Date"). The Issuer shall remit the Release Price to the Indenture Trustee on the Release Date.

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with the purchase of a Receivable by the Servicer pursuant to Section 4.07 of the Sale and

Servicing Agreement or the repurchase of a Receivable by the Seller pursuant to Section 3.03 of

the Purchase Agreement, upon the written request of the relevant party, and, in each case upon

receipt in the Collection Account of the proceeds from the related sale or transfer, in an amount

equal to the Purchase Amount or the Release Price, as applicable, the Indenture Trustee shall

promptly release, at the Issuer's expense, such part of the Collateral (or in connection with a

Release, all of the Collateral) covered in connection with the Release Request (which shall

include all moneys due on the Pooled Receivables that are the subject of such Release after the

last day of the Collection Period immediately preceding the Payment Date that immediately

precedes the related Release Date) or the applicable request of the Servicer or the Seller and shall

deliver, at the Issuer's expense, the documents and certificates on the released portion of

Collateral to the trustee or such similar entity in connection with any release pursuant to

Section 2.09(b) or, in connection with the purchase of a Receivable by the Servicer pursuant to

the Sale and Servicing Agreement or a repurchase by the Seller pursuant to the PurchaseAgreement; provided that the trustee or such similar entity in connection with any release

pursuant to Section 2.09(b) or the Servicer, as the case may be, acknowledges and agrees (i) that

all proceeds thereof, but in an amount not in excess of the Purchase Amount or the Release Price,

as applicable, with respect thereto, that it receives are held in trust for the Noteholders and are to

be paid to the Indenture Trustee and (ii) on the date such trustee receives such proceeds, such

trustee shall transfer such funds pursuant to instructions from the Indenture Trustee. The

Indenture Trustee shall deposit any such proceeds it receives in the Collection Account.

SECTION 2.10. Tax Treatment. The Issuer has entered into this Indenture, and the

Notes will be issued, with the intention that, for all purposes including federal, State and local

income, single business and franchise tax purposes, the Notes will qualify as indebtedness

secured by the Trust Estate. The Issuer, by entering into this Indenture, and each Noteholder, by

its acceptance of a Note, agree to treat the Notes for all purposes including federal, State and

local income, single business and franchise tax purposes as indebtedness of the Issuer.

SECTION 2.11. Subordination.

(a) Anything in this Indenture or the Notes to the contrary notwithstanding, the Issuer

and the Holders of the Class C Notes agree for the benefit of the Holders of the Class A Notes

and the Class B Notes that the Class C Notes and the Issuer's rights in and to the Collateral shall

be subordinate and junior to the Class A Notes and the Class B Notes to the extent and in the

manner set forth in this Indenture including, without limitation, as set forth in Section 2.07(c)

and Section 8.02(c). The principal amount of the Class A Notes and the Class B Notes shall be

paid in full in cash before any payment is made on account of the principal amount of the

Class C Notes. The Holders of the Class C Notes agree, for the benefit of the Holders of theClass A Notes and the Class B Notes, not to cause the filing of a petition in bankruptcy against

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provisions of this Indenture, then, unless and until the Class A Notes and the Class B Notes shall

have been paid in full in cash in accordance with this Indenture, such payment shall be received

and held in trust for the benefit of, and shall forthwith be paid over and delivered to, the

Indenture Trustee, which shall pay and deliver the same to the Holders of the Class A Notes and

the Class B Notes; provided, however, that, if any such payment is made other than in cash, it

shall be held by the Indenture Trustee as part of the Collateral and subject in all respects to the

provisions of this Indenture, including, without limitation, this Section 2.11.

(c) Each Holder of a Class C Note agrees with all Holders of the Class A Notes and

the Class B Notes that such Holder shall not demand, accept, or receive any payment in respect

of the Class C Notes in violation of the provisions of this Indenture including, without limitation,

this Section 2.11; provided, however, that after the Class A Notes and the Class B Notes have

been paid in full, the Holders of Class C Notes shall be fully subrogated to the rights of the

Holders of the Class A Notes and the Class B Notes. Nothing in this Section 2.11 shall affect the

obligation ofthe Issuer to pay Holders ofthe Class C Notes.

(d) Any transferee or pledgee of the Class C Notes shall by its acceptance ofsuch

Note or pledge be deemed to agree that the Class C Notes are subordinate and junior to the Class

A Notes and the Class B Notes to the extent and in the manner set forth herein.

SECTION 2.12. Representations and Warranties as to the Security Interest of the

Indenture Trustee in the Pooled Receivables. The Issuer makes the following representations

and warranties to the Indenture Trustee. The representations and warranties speak as of the

execution and delivery of this Indenture and as of each Purchase Date and Release Date, and

shall survive the sale of the Trust Estate to the Issuer and the pledge thereof to the Indenture

Trustee pursuant to this Indenture.

(a) This Indenture creates a valid and continuing security interest (as defined in the

Relevant VCC) in the Pooled Receivables in favor of the Indenture Trustee, which security

interest is prior to all other Liens, and is enforceable as such as against creditors of and

purchasers from the Issuer.

(b) The Receivables constitute "tangible chattcl paper" or "electronic chattel paper"

within the meaning ofthc Relevant UCe.

(c) The Issuer owns and has good and marketable title to the Pooled Receivables free

and clear of any lien, claim or encumbrance of any Person other than the Indenture Trustee.

(d) The Issuer has caused or will have caused, within ten days, the filing of all

appropriate financing statements in the proper filing office in the appropriate jurisdictions under

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Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise

conveyed any of the Pooled Receivables. The Issuer has not authorized the filing of and is not

aware of any financing statements against the Issuer that include a description of collateral

covering the Pooled Receivables other than any financing statement relating to the security

interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not

aware of any judgment or tax lien filings against it.

(f) The Servicer as custodian for the Issuer has in its possession all original copies of

the contracts that constitute or evidence the Pooled Receivables that constitute tangible chattel

paper. The contracts that constitute or evidence those Pooled Receivables do not have any marks

or notations indicating that they have been pledged, assigned or otherwise conveyed to any

Person other than the Indenture Trustee or, in the case of contracts assigned to FinCo by Dealers,

FinCo as assignee. The Servicer has "control" within the meaning of Section 9-105 of the UCC

of each Pooled Receivable that constitutes electronic chattel paper and there is no more than one

authoritative copy of such Pooled Receivable which (i) is unique, identifiable and unalterable

except as permitted by Section 9-105 of the UCC, (ii) has been marked with a legend to the

following effect: "Authoritative Copy", (iii) was communicated to and maintained by the

Servicer, and (iv) the Servicer has not communicated an authoritative copy of such Pooled

Receivable to any Person.

SECTION 2.13. Borrowings. Subject to the conditions set forth in the Loan

Agreement, the Issuer may make borrowings under the Class A Notes to fund its purchase of

Receivables under the Sale and Servicing Agreement. Pending application of the proceeds of

such borrowings to purchase Receivables under the Sale and Servicing Agreement, the Issuershall deposit such proceeds in the Funding Account. Subject to the conditions set forth in the

related Note Purchase Agreement, amounts may be borrowed by the Issuer under the Class C

Notes (each borrowing under the Class A Notes or under the Class C Notes, a ·'Borrowing").

Notice of any Borrowing shall be given by the Issuer to the Indenture Trustee, the Class A

Noteholder and, as applicable, the Class C Noteholder, before 5:00 P.M., New York City time, at

least two (2) Business Days prior to such Borrowing. It shall be a condition to Borrowing under

any Note that (i) each applicable condition to such Borrowing specified in the related Loan

Agreement or Note Purchase Agreement, as applicable, is satisfied on the date of such

Borrowing (a "Borrowing Date") and (ii) the Issuer shall have delivered to the Indenture Trustee,

the Class A Noteholder and, as applicable, the Class C Noteholder, an Officer's Certificate to the

effect that the conditions precedent set forth herein and in such Loan Agreement or Note

Purchase Agreement, as applicable, shall have been satisfied.

ARTICLE III

Covenants

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required to be withheld (but such authorization shall not prevent the Indenture Trustee from

contesting any such tax in appropriate proceedings and withholding payment of such tax, if

permitted by law, pending the outcome of such proceedings). The amount of any withholding

tax imposed with respect to any Holder shall be treated as having been paid to such Holder at the

time it is withheld by the Indenture Trustee and remitted to the appropriate taxing authority. If

there is a possibility that withholding tax is payable with respect to a payment, the Indenture

Trustee may in its sole discretion withhold such tax. If any Holder wishes to apply for a refund

of any such withholding tax, the Indenture Trustee shall reasonably cooperate with such Holder

in making such claim so long as such Holder agrees to reimburse the Indenture Trustee for any

out-of-pocket expenses incurred.

SECTION 3.02. Maintenance of Office or Agency. The Issuer will maintain in the

Borough of Manhattan, The City of New York, an office or agency where Notes may be

surrendered for registration of transfer or exchange, and where notices and demands to or upon

the Issuer in respect of the Notes and this Indenture may be served. The Issuer hereby initially

appoints the Indenture Trustee to serve as its agent for the foregoing purposes. The Issuer will

give prompt written notice to the Indenture Trustee of the location, and of any change in the

location, of any such office or agency. If at any time the Issuer shall fail to maintain any such

oftice or agency or shall fail to furnish the Indenture Trustee with the address thereof, such

surrenders, notices and demands may be made or served at DB Services Tennessee, 648

Grassmere Park Road, Nashville, TN 3721 I-3658, and for all notices and demands at_

-

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Indenture Trustee as its agent to receive all such surrenders, notices and demands.

SECTION 3.03. Money for Payments To Be Held in Trust. As provided in

Section 8.02, all payments of amounts due and payable with respect to any Notes that are to be

made from amounts withdrawn from the Collection Account pursuant to Section 8.02 shall be

made on behalf of the Issuer by the Indenture Trustee, and no amounts so withdrawn from the

Collection Account for payments of Notes shall be paid over to the Issuer except as provided in

this Section.

On or before the Business Day preceding each Payment Date, Interim Payment Date and

Redemption Date, the Issuer shall allocate or cause to be allocated in the Collection Account for

payment to the Noteholders an aggregate sum sufficient to pay the amounts then becoming due

under the Notes, such sum to be held in trust for the benefit of the Persons entitled thereto, and

shall promptly notify the Indenture Trustee of its action or failure so to act.

Subject to applicable laws with respect to escheat of funds, any money held by the

Indenture Trustee in trust for the payment of any amount due with respect to any Note and

NY3:#7-'155-'185 13
expense and direction of the Issuer cause to be published once, in a newspaper published in the

English language, customarily published on each Business Day and of general circulation in The

City of New York, notice that such money remains unclaimed and that, after a date specified

therein, which shall not be less than 30 days from the date of such publication, any unclaimed

balance of such money then remaining will be repaid to the Issuer. The Indenture Trustee shall

also adopt and employ, at the expense and direction of the Issuer, any other reasonable means of

notification ofsuch repayment (including, but not limited to, mailing notice ofsuch repayment to

Holders whose Notes have been called but have not been surrendered for redemption or whose

right to or interest in moneys due and payable but not claimed is determinable from the records

of the Indenture Trustee, at the last address of record for each such Holder).

SECTION 3.04. Existence. The Issuer will keep in full effect its existence, rights

and franchises as a statutory trust under the laws of the State of Delaware and will obtain and

preserve its qualification to do business in each jurisdiction in which such qualification is or shall

be necessary to protect the validity and enforceability of this Indenture, the Notes, the Collateral

and each other instrument or agreement included in the Trust Estate.

SECTION 3.05. Protection of Trust Estate. The Issuer will from time to time

execute and deliver all such supplements and amendments hereto and all such financing

statements, continuation statements, instruments of further assurance and other instruments, and

will take such other action necessary or advisable to:

(i) maintain or preserve the lien and security interest (and the priority thereof)

of this Indenture or carry out more effectively the purposes hereof;

(ii) perfect, publish notice of or protect the validity of any Grant made or to be

made by this Indenture;

(iii) enforce any of the Collateral; or

(iv) preserve and defend title to the Trust Estate and the rights of the Indenture

Trustee and the Noteholders in such Trust Estate against the claims of all Persons.

The Issuer hereby authorizes the Indenture Trustee to execute any financing statement,

continuation statement or other instrument required to be executed pursuant to this Section 3.05.

SECTION 3.06. Opinions as to Trust Estate. (a) On the Effective Date, the Issuer

shall furnish to the Indenture Trustee an Opinion of Counsel to the effect that, in the opinion of

such counsel, such action has been taken with respect to the recording and filing of this

Indenture, any indentures supplemental hereto, and any other requisite documents, and with

respect to the execution and filing of any tinancing statements and continuation statements, as

NY3:#7455485 14
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respect to the filing of any financing statements and continuation statements as is necessary to

maintain the lien and security interest created by this Indenture and reciting the details of such

action, or stating that in the opinion of such counsel no such action is necessary to maintain such

lien and security interest. Such Opinion of Counsel shall also describe the recording, filing,

re-recording and refiling of this Indenture, any indentures supplemental hereto and any other

requisite documents and the execution and filing of any financing statements and continuation

statements that will, in the opinion of such counsel, be required to maintain the lien and security

interest ofthis Indenture until March 31 in the following calendar year.

SECTION 3.07. Perforn1ance of Obligations; Servicing of Receivables. (a) The

Issuer will not take any action and will use its best efforts not to permit any action to be taken by

others that would release any Person from any ofsuch Person's material covenants or obligations

under any instrument or agreement included in the Trust Estate or that would result in the

amendment, hypothecation, subordination, termination or discharge of, or impair the validity or

effectiveness of, any such instrument or agreement, except as expressly provided in this

Indenture, the Sale and Servicing Agreement or such other instrument or agreement.

(b) The Issuer may contract with other Persons to assist it in performing its duties

under this Indenture, and any performance of such duties by a Person identified to the Indenture

Trustee in an Officer's Certificate of the Issuer shall be deemed to be action taken by the Issuer.

Initially, the Issuer has contracted with the Administrator to assist the Issuer in performing its

duties under this Indenture.

(c) The Issuer will punctually perform and observe all of its obligations and

agreements contained in this Indenture, the Program Documents and in the instruments and

agreements included in the Trust Estate, including but not limited to filing or causing to be filed

all Relevant VCC financing statements and continuation statements required to be filed by the

terms of this Indenture, the Sale and Servicing Agreement and the Purchase Agreement in

accordance with and within the time periods provided for herein and therein.

(d) If the Issuer shall have knowledge of the occurrence of a Servicer Termination

Event, the Issuer shall promptly notify the Indenture Trustee thereof, and shall specify in such

notice the action, if any, the Issuer is taking with respect to such evcnt. If a Servicer Termination

Event shall arise from the failure of the Servicer to perform any of its duties or obligations under

the Sale and Servicing Agreement with respect to the Pooled Receivables, the Issuer shall take

all reasonable steps available to it to remedy such failure.

(e) As promptly as possible after the giving of notice of termination to the Servicer of

the Servicer's rights and powers pursuant to Section 7.0 I of the Sale and Servicing Agreement,

the Indenture Trustee, at the direction of the Majority Investors, shall appoint a successor

NY3:#7455485 15
shall have been appointed the Successor Servicer. The Indenture Trustee may resign as the

Servicer by giving written notice of such resignation to the Issuer and the Noteholders and in

such event will be released from such duties and obligations, such release not to be effective

until the date a new servicer enters into a servicing agreement with the Issuer as provided below.

Upon delivery of any such notice to the Issuer, the Issuer, at the direction of the Majority

Investors, shall appoint a new servicer as the Successor Servicer under the Sale and Servicing

Agreement. If within 60 days after the delivery of the notice referred to above, the Issuer shall

not have obtained such a new servicer, the Indenture Tmstee may appoint, or may petition a

court of competent jurisdiction to appoint, a Successor Servicer. If the Indenture Tmstee shall

succeed to the Servicer's duties as servicer of the Pooled Receivables as provided herein, it shall

do so in its individual capacity and not in its capacity as Indenture Tmstee and, accordingly, the

provisions of Article VI hereof shall be inapplicable to the Indenture Trustee in its duties as the

successor to the Servicer and the servicing of the Pooled Receivables. In case the Indenture

Trustee shall become successor to the Servicer under the Sale and Servicing Agreement, the

Indenture Trustee shall be entitled to appoint as Servicer anyone of its affiliates, provided that it

shall not be liable for the actions and omissions of such affiliate in such capacity as Successor

Servicer appointment with due care and in accordance with Section 7.02 of the Sale and

Servicing Agreement.

(£) Upon any of the Servicer's rights and powers pursuant to the Sale and

Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee. As soon as aSuccessor Servicer is appointed, the Issuer shall notify the Indenture Tmstee of such

appointment, specifying in such notice the name and address ofsuch Successor Servicer.

(g) Without derogating from the absolute nature of the assignment granted to the

Indenture Tmstee under this Indenture or the rights of the Indenture Trustee hereunder, the Issuer

agrees (i) that it will not, without the prior written consent of the Majority Investors, amend,

modify, waive, supplement, terminate or surrender, or agree to any amendment, modification,

supplement, termination, waiver or surrender of, the terms of any Collateral (except to the extent

expressly permitted in the Sale and Servicing Agreement, with respect to any amendment,

modification, supplement, termination, waiver or surrender of the Pooled Receivables) or the

Program Documents (other than insubstantial changes to the Note Purchase Agreement), or

waive timely performance or observance by the Seller under the Purchase Agreement or by the

Servicer or the Depositor under the Sale and Servicing Agreement; and (ii) that any such

amendment shall not (A) increase or reduce in any manner the amount of, or accelerate or delay

the timing of, payments that are required to be made for the benefit of the Noteholders or

(8) reduce the aforesaid percentage of the Notes that is required to consent to any such

amendment, without the consent of the Holders of all the Outstanding Notes. In addition, the

Indenture Trustee shall not consent to any amendment, modification, supplement, termination,

waiver or surrender of the terms of any of the Collateral without the consent of the requisite

Noteholders described in the immediately preceding sentence. If any such amendment,

NY3:#7455485 16
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Obligations are paid in full, the Issuer shall not directly or indirectly:

(i) except as expressly permitted by this Indenture, the Purchase Agreement

or the Sale and Servicing Agreement, sell, transfer, exchange or otherwise dispose of any

of the propel1ies or assets of the Issuer, including those included in the Trust Estate,

unless directed to do so by the Indenture Trustee;

(ii) claim any credit on, or make any deduction from the principal or interest

payable in respect of, the Notes (other than amounts properly withheld from such

payments under the Code) or assert any claim against any present or former Noteholder

by reason of the payment of the taxes levied or assessed upon any part of the Trust

Estate;

(iii) dissolve or liquidate in whole or in part; or

(iv) (A) permit the validity or effectiveness of this Indenture to be impaired, or

permit the lien of this Indenture to be amended, hypothecated, subordinated, terminated

or discharged, or permit any Person to be released from any covenants or obligations with

respect to the Notes under this Indenture except as may be expressly permitted hereby,

(B) permit any lien, charge, excise, claim, security interest, mortgage or other

encumbrance (other than the lien of this Indenture) to be created on or extend to or

otherwise arise upon or burden the Trust Estate or any part thereof or any interest therein

or the proceeds thereof (other than tax liens, mechanics' liens and other liens that arise by

operation of law, in each case on any of the Financed Vehicles and arising solely as a

result of an action or omission of the related Obligor) or (C) permit the lien of this

Indenture not to constitute a val id first priority (other than with respect to any such tax,

mechanics' or other lien) security interest in the Trust Estate.

SECTION 3.09. Books and Records. The Issuer will keep proper books and

records of account in which full, true and corrcct 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; and, at its expense, shall pernlit representatives or designees of the Indenture Trustee,

the Owner Trustee or any Noteholder (the "Applicable Parties") or their duly authorized

attorneys or auditors to visit and inspect any of its properties, to examine and make abstracts

from any of its books and records and to discuss its affairs, finances and accounts with its

officers, directors, employees and independent public accountants, all at such reasonable timesand upon reasonable notice and as otten as may reasonably be requested; provided, however, that

so long as no Event of Default or Servicer Termination Event has occurred and is continuing the

Applicable Parties shall conduct any such review as a group and no more than one (I) such

review shall be conducted annually; provided further that the limitation in the preceding proviso

NY3:#7455485 17
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with the fiscal year 2009), an Officer's Certificate stating, as to the Authorized Officer signing

such Officer's Certificate, that:

(i) a review of the actIvItIes of the Issuer during such year and of its

performance under this Indenture and the other Program Documents to which it is a party

has been made under such Authorized Officer's supervision; and

(ii) to the best of such Authorized Officer's knowledge, based on such review,

the Issuer has complied with all conditions and covenants under this Indenture and the

other Program Documents to which it is a party throughout such year or, if there has been

a default in its compliance with any such condition or covenant, specifying each suchdefault known to such Authorized Officer and the nature and status thereof.

SECTION 3.11. Payment of Taxes. The Issuer will file (or cause to be filed on its

behalf as a member of a consolidated group) all tax returns required by law to be filed by it and

pay all taxes, assessments and governmental charges shown to be owing by it, except for any

such taxes, assessments or charges which are not yet delinquent or that are being diligently

contested in good faith by appropriate proceedings, for which adequate reserves in accordance

with GAAP shall have been set aside on its books and that have not given rise to any Liens and

fees and other charges the nonpayment of which, in the aggregate, could not reasonably be

expected to have a Material Adverse Effect with respect to the Issuer.

SECTION 3.12. Limitation on Fundamental Changes and Sale of Assets. The

Issuer will not enter into any merger, consolidation or amalgamation, or liquidate, wind up or

dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or

otherwise dispose of, any of its property, business or assets except as contemplated by this

Indenture and the other Program Documents. The Issuer will not make any change to its name or

use any trade names, fictitious names, assumed names or "doing business as" names or change

the jurisdiction under the laws of which it is organized unless it shall have given the Indenture

Trustee and the Owner Trustee prior written notice thereof and shall have promptly filed

appropriate amendments to all previously filed financing statements or continuation statements.

SECTION 3.13. No Other Business. The Issuer will not engage in any business

other than financing, purchasing, owning, selling and managing the Pooled Receivables in the

manner contemplated by this Indenture and the other Program Documents or enter into any

transaction or indenture, mortgage, instrument, agreement, contract, lease or other undertaking

which is not directly or indirectly related to the transactions contemplated by the Program

Documents. The Issuer will not sell any Pooled Receivables except in accordance with the terms

hereof with any recourse.

NY3:#7455485 18
contemplated by the Sale and Servicing Agreement or this Indenture, the Issuer will not make

any loan or advance or credit to, or guarantee (directly or indirectly or by an instrument having

the effect of assuring another's payment or performance on any obligation or capability of so

doing or otherwise), endorse or otherwise become contingently liable, directly or indirectly, in

connection with the obligations, stocks or dividends of, or own, purchase, repurchase or acquire

(or agree contingently to do so) any stock, obligations, assets or securities of, or any other

interest in, or make any capital contribution to, any other Person.

SECTION 3.17. Transactions With Affiliates. The Issuer will not enter into, or be a

party to any transaction with any Affiliate of the Issuer, except for (a) the transactions

contemplated by the Program Documents, (b) to the extent not otherwise prohibited under this

Indenture, other transactions in the nature of employment contracts and directors' fees, upon fair

and reasonable terms materially no less favorable to the Issuer than would be obtained in acomparable arm's-length transaction with a Person not an Affiliate and (c) sales, without

recourse, to the Depositor or any other Affiliate of the Issuer of Pooled Receivables and the

Related Property with respect thereto that are Released pursuant to Section 2.09. The Issuer will

do all things necessary to continue to be readily distinguishable from the Seller and its Affiliates

(other than the Depositor) and maintain its statutory trust existence separate and apart from that

ofthe Seller and each of its Affiliates.

SECTION 3.18. Capital Expenditures and Payments. The Issuer will not make any

payments to any Person (including, without limitation, any salaries or bonuses) or make any

expenditure (by long-term or operating lease or otherwise) for capital assets (either realty or

personality), except as contemplated by the Sale and Servicing Agreement and the other Program

Documents.

SECTION 3.19. Restricted Payments. The Issuer will not, directly or indirectly,

(i) pay any dividend or make any distribution (by reduction of capital or otherwise), whether in

cash, property, securities or a combination thereof, to the Owner Trustee or any owner of a

beneficial interest in the Issuer or otherwise with respect to any ownership or equity interest or

security in or of the Issuer, (ii) redeem, purchase, retire or otherwise acquire for value any such

ownership or equity interest or security or (iii) set aside or otherwise segregate any amounts for

any such purpose; provided, however, that so long as no Event of Default or Default has OCCUlTed

and is continuing or would result therefrom, the Issuer may make, or cause to be made,

distributions as contemplated by, and to the extent funds are available for such purpose under,

this Indenture or the Trust Agreement. The Issuer will not, directly or indirectly, make payments

to or distributions from the Collection Account except in accordance with this Indenture and the

other Program Documents.

NY.1:#7455485 19
SECTION 3.21. Other Notices. The Issuer will promptly give notice to the

Indenture Trustee and the Owner Trustee of any default or event of default under any

Contractual Obligation of the Issuer or any litigation, investigation or proceeding that may exist

at any time with respect to the Issuer. Each notice pursuant to this Section 3.21 shall beaccompanied by a statement of an Authorized Officer of the Issuer setting forth details of the

occurrence referred to therein and stating what action the Issuer proposes to take with respect

thereto.

SECTION 3.22. Further Instruments and Acts. Upon request of the Indenture

Trustee, the Issuer will execute and deliver such further instruments and do such fUlther acts as

may be reasonably necessary or proper to carry out more effectively the purpose of this

Indenture.

SECTION 3.23. Hedging.

(a) With the prior written consent of the Majority Investors, the Issuer may enter into

Hedges in the fonn of either one or more interest rate swaps or one or more interest rate caps

which are either (I) substantially in the fonn of Exhibit E or (II) otherwise in fonn and substance

acceptable to the Indenture Trustee (acting at the direction ofthe Majority Investors).

(b) The Issuer agrees that at any time that it acquires any Hedge it shall execute and

deliver to the Indenture Trustee an assignment of all amounts payable to the Issuer under such

Hedge in form and substance reasonably acceptable to the Indenture Trustee (acting at the

direction of the Majority Investors).

(c) If at any time the commercial paper or short-tenn deposit ratings from S&P

assigned to a Counterparty is reduced below "A-I" or the commercial paper or short-tenn deposit

ratings assigned to a Counterparty by Moody's is reduced below "P-I," the Issuer shall, to the

extent pennitted under the Hedge or Hedges to which such Counterparty is a party, require suchCounterparty to secure its obligations under such Hedge or take such other actions as are

provided for thereunder that are reasonably requested by the Indenture Trustee (acting at the

direction of the Majority Investors).

ARTICLE IV

Satisfaction and Discharge

SECTION 4.01. Satisfaction and Discharge of Indenture. This Indenture shall

cease to be of further effect with respect to the Notes except as to (a) rights of registration of

transfer and exchange, (b) substitution of mutilated, destroyed, lost or stolen Notes, (c) rights of

Noteholders to receive payments of principal thereof and interest thereon, (d) Sections 3.03,

NY3:#7455485 20
respect to the Notes, when:

(i) either:

(A) all Notes theretofore authenticated and delivered (other than

(i) Notes that have been destroyed, lost or stolen and that have been replaced or

paid as provided in Section 2.05 and (ii) Notes for whose payment money has

theretofore been deposited in trust or segregated and held in trust by the Issuer

and thereafter repaid to the Issuer or discharged from such trust, as provided in

Section 3.03) have been delivered to the Indenture Trustee for cancellation; or

(8) all Notes not theretofore delivered to the Indenture Trustee for

cancellation:

I. have become due and payable, or

2. are to be called for redemption within one year under

arrangements satisfactory to the Indenture Trustee for the giving of notice of

redemption by the Indenture Trustee in the name, and at the expense, of the

Issuer,

and the Issuer. in the case of (1 ) or (2) above, has irrevocably deposited or caused

to be irrevocably deposited with the Indenture Trustee cash or direct obligations

of or obligations guaranteed by the United States of America (which will mature

prior to the date such amounts are payable), in trust for such purpose, in an

amount sufficient to pay and discharge the entire indebtedness on such Notes not

theretofore delivered to the Indenture Trustee for cancellation when due to the

applicable final scheduled Payment Date or Redemption Date (if Notes shall have

been called for redemption pursuant to Section 10.01 or Section 2.09), as the case

may be;

(ii) the Issuer has paid or caused to be paid all Obligations; and(iii) the Issuer has delivered to the Indenture Trustee an Officer's Certificate of

the Issuer, and an Opinion of Counsel, each stating that all conditions precedent herein

provided for relating to the satisfaction and discharge of this Indenture have been

complied with.

SECTION 4.02. Application of Trust Money. All moneys deposited with the

Indenture Trustee pursuant to Section 4.01 shall be held in trust and applied by it, in accordance

with the provisions of the Notes and this Indenture, to the payment as the Indenture Trustee may

determine, to the Holders of the particular Notes for the payment or redemption of which such

NY3:#7455485 21
Remedies

SECTION 5.01. Events of Default. "Event of Default", wherever used herein,

means anyone of the following events (whatever the reason for such Event of Default and

whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any

judgment, decree or order of any court or any order, rule or regulation of any administrative or

governmental body):

(i) the Issuer is required to register as an "investment company" under the

Investment Company Act;

(ii) (A) failure to pay when due any amounts payable in respect of the Class A

Notes or pursuant to any Program Documents (except for the payments described in

clause (B) hereof) and the continuation of such failure for _ Business Days or more

or (B) failure to make any payment under any indemnification or expense reimbursement

provision of any Program Document, which failure continues unremedied for a period of

_Business Days after written notice of such failure is received by the Issuer

from the Indenture Trustee or the Majority Investors; or

(iii) failure to observe or perform in any material respect any covenant or

agreement of the Issuer made in this Indenture (other than a covenant or agreement, a

default in the observance or performance of which is elsewhere in this Section

specifically dealt with) or in any other Program Document and such failure shall continue

for a period after the earlier of (A) the date on which written notice

thereof, requiring the same to be remedied, shall have been given to the Issuer by the

Indenture Trustee or the Majority Investors and (B) the date on which the Issuer has

knowledge ofsuch breach; or

(iv) any representation or warranty made by the Issuer in this Indenture or in

any other Program Document or which is contained in any certificate, document or

financial or other statement furnished at any time under or in connection herewith or

therewith shall prove to have been incorrect in any material respect on or as of the date

made or deemed made which failure has not been cured for a period of _ days

aftcr the date on which writtcn notice thereof, requiring the same to be remedied, shall

have been given to the Issuer by the Indenture Trustce or the Majority Invcstors;

(v) one or more judgments or decrees shall be entered against the Issuer

involving in the aggregate a liability (not paid or covered by insurance) of_or

more and all such judgments or decrees shall not have been vacated, discharged or stayed

or bonded pending appeal within_daysfrom the entry thereof;

NY3:#7455485 22
(ix) a Transfer Termination Event shall have occurred and be continuing;

(x) the Indenture Trustee for any reason ceases to have a valid

first-priority security interest in any portion (other than an amount less

in the aggregate) of the Collateral or the Seller, the Depositor or the Issuer shall assert

that the Indenture Trustee has ceased to have a perfected first-priority security interest in

any portion of the Collateral;

(xi) an Event of Bankruptcy shall have occurred with respect to the Issuer, the

Depositor or the Seller;

(xii) the Depositor shall cease to be a wholly-owned Subsidiary of the Seller; or

(xiii) a Change ofControl shall occur with respect to FinCo.

SECTION 5.02. Acceleration of Maturity; Rescission and Annulment. If an Event

of Default specified in Section 5.01(xi) in respect of the Issuer shall have occurred and be

continuing, the Notes shall become immediately due and payable, together with accrued and

unpaid interest thereon through the date of acceleration. If any other Event of Default should

occur and be continuing, then and in every such case the Indenture Trustee or the Majority

Investors may declare all the Notes to be immediately due and payable, by a notice in writing to

the Issuer (and to the Indenture Trustee if given by Majority Investors), and upon any such

declaration the unpaid principal amount of such Notes, together with accrued and unpaid interest

thereon through the date of acceleration, shall become immediately due and payable.

At any time after such declaration of acceleration of maturity has been made and before a

judgment or decree for payment of the money due has been obtained by the Indenture Trustee as

hereinafter in this Article V provided, the Majority Investors, by written notice to the Issuer and

the Indenture Trustee, may rescind and annul such declaration and its consequences if:

(i) the Issuer has paid or deposited with the Indenture Trustee a sum

sut1icient to pay:

(A) all payments of principal of and interest on all Notes and all other

amounts that would then be due hereunder or upon such Notes if the Event of

Default giving rise to such acceleration had not occurred; and

(B) all sums paid or advanced by the Indenture Trustee hereunder and

the reasonable compensation, expenses, disbursements and advances of the

Indenture Trustee and its agents and counsel; and

NY3:#74554X5 23
Trustee. (a) The Issuer covenants that if there is an Event of Default relating to the payment of

any interest, fees or principal payable to any Holders of Notes when the same becomes due and

payable, and such default continues tor a period of five days, the Issuer will, upon demand of the

Indenture Trustee, pay to it, for the benetit of the Holders of such Notes, the whole amount then

due and payable on such Notes, with interest on any overdue principal and, to the extent paymentat such rate of interest shall be legally enforceable, on overdue installments of interest at the

applicable interest rate set forth in the Loan Agreement or Note Purchase Agreement, as

applicable, and, in addition thereto, such further amount as shall be sufficient to cover the costs

and expenses of collection, including the reasonable compensation, expenses, disbursements and

advances of the Indenture Trustee and its agents and counsel.

(b) In case the Issuer shall fail forthwith to pay such amounts upon such demand, the

Indenture Tmstee, in its own name and as trustee of an express tmst, may institute a Proceeding

for the collection of the sums so due and unpaid, and may prosecute such Proceeding to

judgment or final decree, and may enforce the same against the Issuer or other obligor upon such

Notes and collect in the manner provided by law out of the property of the Issuer or other obligor

uporf such Notes, wherever situated, the moneys adjudged or decreed to be payable.

(c) If an Event of Default occurs and is continuing, the Indenture Trustee may, as

more particularly provided in Section 5.04, and shall at the direction of the Majority Investors,

proceed to protect and enforce its rights and the rights of the Noteholders, by such appropriate

Proceedings as the Indenture Trustee or the Majority Investors, as the case may be, shall deem

most effective to protect and enforce any such rights, whether tor the specific enforcement of any

covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or

to enforce any other proper remedy or legal or equitable right vested in the Indenture Tmstee by

this Indenture or by law.

(d) In case there shall be pending, relative to the Issuer or any other obligor upon the

Notes or any Person having or claiming an ownership interest in the Trust Estate, Proceedings

under Title 11 of the United States Code or any other applicable federal or state bankruptcy,

insolvency or other similar law, or in case a receiver, assignee or trustee in bankmptcy or

reorganization, or liquidator, sequestrator or similar official shall have been appointed for or

taken possession of the Issuer or its property or such other obligor or Person, or in case of any

other comparable judicial Proceedings relative to the Issuer or other obligor upon the Notes, or to

the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irryspective of

whether the principal of any Notes shall then be due and payable as therein expressed or by

declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any

demand pursuant to the provisions of this Section, shall be entitled and empowered, by

intervention in such Proceedings or otherwise:

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advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except

as a result of negligence or bad faith) and of the Noteholders allowed in such

Proceedings;

(ii) unless prohibited by applicable law and regulations, to vote on behalf of

the Holders of Notes in any election of a trustee, a standby trustee or Person performing

similar functions in any such Proceedings;

(iii) to collect and receive any moneys or other property payable or deliverable

on any such claims and to pay, in accordance with this Indenture, all amounts received

with respect to the claims of the Noteholders and ofthe Indenture Trustee on their behalf;

and

(iv) to file such proofs of claim and other papers or documents as may be

necessary or advisable in order to have the claims of the Indenture Trustee or the Holders

of Notes allowed in any Proceedings relative to the Issuer, its creditors and its property;

and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is

hereby authorized by each of such Noteholders to make payments to the Indenture Trustee and,

in the event that the Indenture Trustee shall consent to the making of payments directly to such

Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover

reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and theirrespective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all

advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a

result of negligence or bad faith.

(e) Nothing herein contained shall be deemed to authorize the Indenture Trustee to

authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of

reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any

Holder thereof or to authorize the Indenture Trustee to vote in respect of the claim of any

Notcholder in any such Proceeding except, as aforesaid, to vote for the election of a trustee in

bankruptcy or similar Person.

(f) All rights of action and of asserting claims under this Indenture, or under any of

the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes

or the production thereof in any trial or other Proceedings relative thereto, and any such action or

Proceedings instituted by the Indenture Trustee shall be brought in its own name and as trustee of

an express trust, and any recovery of judgment, subject to the payment of the expenses,

disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee

and their respective agents and attorneys, shall be tor the ratable benefit of the Holders of the

Notes.

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Investors, do one or more of the following:

(i) institute Proceedings in its own name and as trustee of an express trust for

the collection of all amounts then payable on the Notes or under this Indenture with

respect thereto, whether by declaration or otherwise, enforce any judgment obtained and

collect from the Issuer and any other obligor upon such Notes moneys adjudged due;

(ii) institute Proceedings from time to time for the complete or partial

foreclosure of this Indenture with respect to the Trust Estate;

(iii) exercise any remedies of a secured party under the Relevant VCC and take

any other appropriate action to protect and enforce the rights and remedies of the

Indenture Trustee and the Holders of the Notes; and

(iv) sell the Trust Estate or any portion thereof or rights or interest therein, at

one or more public or private sales called and conducted in any manner permitted by law;

provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate

following an Event of Default described in Section 5.01(vii).

(b) If the Indenture Trustee collects any money or property pursuant to this Article V,

it shall apply such money or property to reimburse itself for any amounts due under Section 6.06,

to pay the Owner Trustee any amounts due and unpaid under the Trust Agreement and to pay to

the Servicer any due and unpaid Monthly Servicer Fees and then apply the remainder of such

money or property in accordance with Section 8.02(c); provided, however that for the purposes

of this section, application of payments set forth in Section 8.02(c)(vii) through (x) shall be

applied as followed:

(i) first, pro rata to the Hedge Counterparties and Class C Noteholders based

on the proportions set forth in the following clauses (x) and (y): (x) to the Hedge

Counterparties, payments due on account of tennination of the Hedges and (y) to the

Class C Noteholders, the sum of unpaid Class C Monthly Interest and the unpaid Class C

Principal Balance, in each case from the Available Collections remaining after applicable

claims set forth in Section 8.02(c)(i) through (vi);

(ii) second, to the Hedge Counterparties, from the Available Collections

remaining after application of clause (i) above, any unpaid tem1ination payments then

due to them under the Hedges;

(iii) third, distribute to the Certificateholder the Available Collections

remaining after the application of clauses (i) and (ii) above.

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deposit in the Funding Account to the repayment of the Class A Notes, and if the Class A Notes

are no longer Outstanding at such time, to the repayment of the Class B Notes.

SECTION 5.05. Optional Preservation of the Receivables. If the Notes have been

declared to be due and payable under Section 5.02 following an Event of Default and such

declaration and its consequences have not been rescinded and annulled, the Indenture Trustee

may, at the direction of the Majority Investors, elect to maintain possession of the Trust Estate.

SECTION 5.06. Unconditional Rights of Noteholders To Receive Principal and

Interest. Notwithstanding any other provisions in this Indenture, the Holder of any Note shall

have the right, which is absolute and unconditional, to receive payment of the principal of and

interest, if any, on such Note on or after the respective due dates thereof expressed in such Note

or in this Indenture (or, in the case of redemption, on or after the Redemption Date) and to

institute suit for the enforcement of any such payment, and such right shall not be impaired

without the consent ofsuch Holder.

SECTION 5.07. Restoration of Rights and Remedies. If the Indenture Trustee or

any Noteholder has instituted any Proceeding to enforce any right or remedy under this Indentureand such Proceeding has been discontinued or abandoned for any reason or has been determined

adversely to the Indenture Trustee or to such Noteholder, then and in every such case the Issuer,

the Indenture Trustee and the Noteholders shall, subject to any detemlination in such Proceeding,

be restored severally and respectively to their former positions hereunder, and thereafter all

rights and remedies of the Indenture Trustee and the Noteholders shall continue as though no

such Proceeding had been instituted.

SECTION 5.08. Rights and Remedies Cumulative. No right or remedy herein

conferred upon or reserved to the Indenture Trustee or to the Noteholders is intended to be

exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted

by law, be cumulative and in addition to every other right and remedy given hereunder or now or

hereafter existing at law or in equity or otherwise. The assertion or employment of any right or

remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any

other appropriate right or remedy.

SECTION 5.09. Delay or Omission Not a Waiver. No delay or omission of the

Indenture Trustee or any Holder of any Note to exercise any right or remedy accruing upon any

Default or Event of Default shall impair any such right or remedy or constitute a waiver of any

such Default or Event of Default or an acquiescence therein. Every right and remedy given by

this Article V or by law to the Indenture Trustee or to the Noteholders may be exercised from

time to time, and as often as may be deemed expedient, by the Indenture Trustee or by the

Noteholders, as the case may be.

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(ii) the Indenture Trustee may take any other action deemed proper by the

Indenture Trustee that is not inconsistent with such direction.

Notwithstanding the rights of Noteholders set forth in this Section, subject to Section 6.01, the

Indenture Trustee need not take any action that it determines might involve it in liability without

receiving indemnity satisfactory to it.

SECTION 5.11. Waiver of Past Defaults. Prior to the declaration of the

acceleration of the maturity of the Notes as provided in Section 5.02, the Majority Investors on

behalf of the Noteholders may waive any past Default or Event of Default and its consequences

except a Default (a) in payment of principal of or interest on any of the Notes or (b) in respect of

a covenant or provision hereof which cannot be modified or amended without the consent of the

Holder of each Note. Any waiver of a Default or an Event of Default of a type set forth in

(a) through (b) of the preceding sentence shall require the consent of all Noteholders. In the case

of any such waiver, the Issuer, the Indenture Trustee and the Holders of the Notes shall be

restored to their former positions and rights hereunder, respectively; provided that no such

waiver shall extend to any subsequent or other Default or impair any right consequent thereto.

Upon any such waiver, such Default shall cease to exist and be deemed to have been

cured and not to have occurred, and any Event of Default arising therefrom shall be deemed to

have been cured and not to have occurred, for every purpose of this Indenture; provided that no

such waiver shall extend to any subsequent or other Default or Event of Default or impair any

right consequent thereto.

SECTION 5.12. Waiver of Stay or Extension Laws. The Issuer covenants (to the

extent that it may lawfully do so) that it will not at any time insist upon, or plead or in any

manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever

enacted, now or at any time hereafter in force, that may affect the covenants or the performance

of this Indenture; and the Issuer (to the extent that it may lawfully do so) hereby expressly

waives all benefit or advantage of any such law, and covenants that it will not hinder, delay or

impede the execution of any power herein granted to the Indenture Trustee, but will suffer and

permit the execution of every such power as though no such law had been enacted.

SECTION 5.13. Action on Notes. The Indenture Trustee's right to seek and

recover judgment on the Notes or under this Indenture shall not be affected by the seeking,

obtaining or application of any other relief under or with respect to this Indenture. Neither the

lien of this Indenture nor any rights or remedies of the Indenture Trustee or the Noteholders shall

be impaired by the recovery of any judgment by the Indenture Trustee against the Issuer or by

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Depositor or the Servicer, as applicable, of each of their obligations to the Issuer under or in

connection with the Sale and Servicing Agreement or by the Seller of each of its obligations

under or in connection with the Purchase Agreement, and to exercise any and all rights,

remedies, powers and privileges lawfully available to the Issuer under or in connection with the

Sale and Servicing Agreement and the Purchase Agreement to the extent and in the manner

directed by the Indenture Trustee or such Majority Investors, including the transmission of

notices of default on the part of the Seller, the Depositor or the Servicer thereunder and the

institution of legal or administrative actions or proceedings to compel or secure performance by

the Depositor or the Servicer of each of their respective obligations under the Sale and Servicing

Agreement and by the Seller of each of its obligations under the Purchase Agreement.

(b) If an Event of Default has occurred and is continuing, the Indenture Trustee may,

and at the direction (which direction shall be in writing or by telephone (confirmed in writing

promptly thereafter)) of the Majority Investors shall, exercise all rights, remedies, powers,

privileges and claims of the Issuer against the Depositor or the Servicer under or in connection

with the Sale and Servicing Agreement, or against the Seller under or in connection with the

Purchase Agreement, including the right or power to take any action to compel or secure

perfonnance or observance by the Depositor or the Servicer, or the Seller, as the case may be, of

each of their obligations to the Issuer thereunder and to give any consent, request, notice,

direction, approval, extension or waiver under the Sale and Servicing Agreement or the Purchase

Agreement, as the case may be, and any right of the Issuer to take such action shall be

suspended.

ARTICLE VI

The Indenture Trustee

SECTION 6.0 I. Duties of Indenture Trustee. (a) If an Event of Default has

occurred and is continuing, the Indenture Trustee shall exercise the rights and powers vested in it

by this Indenture and the other Program Documents and use the same degree of care and skill in

their exercise as a prudent person would exercise or use under the circumstances in the conduct

ofsuch person's own affairs.

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

(i) the Indenture Trustee undertakes to perform such duties and only such

duties as are specifically set forth in this Indenture and the other Program Documents and

no implied covenants or obligations shall be read into this Indenture or the other Program

Documents against the Indenture Trustee; and

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(c) The Indenture Trustee may not be relieved from liability for its own negligent

action, its own negligent failure to act or its own willful misconduct, except that:

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

(ii) the Indenture Trustee shall not be liable for any error ofjudgment made in

good faith by a Responsible Officer unless it is proved that the Indenture Trustee was

negligent in ascertaining the pertinent facts; and

(iii) the Indenture Trustee shall not be liable with respect to any action it takes

or omits to take in good faith in accordance with a direction received by it pursuant to

Section 5.10.

(d) Every provision of this Indenture that in any way relates to the Indenture Trustee

IS ubject to paragraphs (a), (b), (c) and (g) ofthis Section.

(e) The Indenture Trustee shall not be liable for interest on any money received by it

except as the Indenture Trustee may agree in writing with the Issuer.

(f) Money held in trust by the Indenture Trustee need not be segregated from other

funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing

Agreement.

(g) No provision of this Indenture shall require the Indenture Trustee to expend or

risk its own funds or otherwise incur financial liability in the performance of any of its duties

hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to

believe that repayment of such funds or adequate indemnity against such risk or liability is not

reasonably assured to it.

(h) Every provision of this Indenture relating to the conduct or affecting the liability

of or afTording protection to the Indenture Trustee shall be subject to the provisions of this

Section.

(i) The Indenture Trustee shall, upon two (2) Business Days' prior notice to the

Indenture Trustee, permit any representative of any Noteholder at the expense of the Issuer,

during the Indenture Trustee's normal business hours, to examine all books of account, records,

reports and other papers of the Indenture Trustee relating to the Notes, to make copies and

extracts therefrom and to discuss the Indenture Trustee's affairs and actions, as such affairs and

actions relate to the Indenture Trustee's duties with respect to the Notes, with the Indenture

Trustee's officers and employees responsible for carrying out the Indenture Trustee's duties with

respect to the Notes.

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any provision of this Indenture, shall examine them to determine whether they comply as to fom1

to the requirements of this Indenture.

(b) Before the Indenture Trustee acts or refrains from acting, it may require an

Officer's Certificate of the Issuer or an Opinion of Counsel. The Indenture Trustee shall not be

liable for any action it takes or omits to take in good faith in reliance on an Officer's Certificate

or Opinion ofCounsel.

(c) The Indenture Trustee may execute any of the trusts or powers hereunder or

perform any duties hereunder either directly or by or through agents or attorneys or a custodian

or nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligenceon the part of, or for the supervision of, any such agent, attorney, custodian or nominee

appointed with due care by it hereunder.

(d) The Indenture Trustee shall not be liable for any action it takes or omits to take in

good faith which it believes to be authorized or within its rights or powers; prov;ded, that the

Indenture Trustee's conduct does not constitute willful misconduct, negligence or bad faith.

(c) The Indenture Trustee may consult with counsel, and the advice or opinion of

counsel with respect to legal matters relating to this Indenture and the Notes shall be full and

complete authorization and protection from liability in respect to any action taken, omitted or

suffered by it hereunder in good faith and in accordance with the advice or opinion of such

counsel.

(f) The Indenture Trustee will not be responsible for filing any financing statements

or continuation statements in connection with the Notes, but will cooperate with the Issuer inconnection with the filing ofsuch financing statements or continuation statements.

(g) In no event shall the Indenture Trustee, its directors, officers, agents or employees

be responsible or liable tor special, indirect, punitive or consequential loss or damage of any kind

whatsoever (including, but not limited to, loss of profit) irrespective of whether the Indenture

Trustee has been advised of the likelihood of such loss or damage and regardless of the form of

action.

(h) The rights, privileges, protections, immunities and benefits given to the Indenture

Trustee, including its right to be indemnified, are extended to, and shall be enforceable by, the

Indenture Trustee in each of its capacities hereunder.

(i) In order to comply with laws, rules, regulations and executive orders in effect

from time to time applicable to banking institutions, including those relating to the funding of

terrorist activities and money laundering ("Applicable Law"), the Indenture Trustee is required

to obtain, verify and record certain information relating to individuals and entities which

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exercise of any of its rights or powers, if there is reasonable ground for believing that the

repayment of such funds or indemnity satisfactory to it against such risk or liability is not

reasonably assured to it, and none of the provisions contained in this Indenture shall in any event

require the Indenture Trustee to perform, or be responsible or liable for the manner of

performance of, any obligations of the Issuer under this Indenture or any of the Program

Documents.

(k) In no event shall the Indenture Trustee be liable for the selection of investments or

for investment losses incurred thereon. The Indenture Trustee shall have no liability in respect of

losses incurred as a result of the liquidation of any such investment prior to its stated maturity or

the failure of party directing such investment to provide timely written investment direction. The

Indenture Trustee shall have no obligation to invest or reinvest any amounts held hereunder in

the absence ofsuch written investment direction.

(1) All communications, notices, instructions and other documents to be received by

the Indenture Trustee (with the exception of those for which a non-electronic signature is

expressly requested by the Indenture Trustee) may be provided to it via email or other suitable

means of electronic distribution as permitted in writing by the Indenture Trustee. The Indenture

Trustee may conclusively rely upon, and shall not in any event be liable for any losses, costs,expenses or damages, including, but not limited to, indirect, incidental, consequential, special or

punitive damages, arising directly or indirectly from the Indenture Trustee's reliance upon and

compliance with, any communication, notice, instruction, or other document sent via email,

facsimile transmission, or other similar electronic method which the Indenture Trustee believes

to have been sent by the party who, on the face of the communication, appears to have been the

appropriate party. The Indenture Trustee assumes no risk arising out of the use of such

electronic methods of communication, including without limitation any risk of the Indenture

Trustee acting on unauthorized instructions, or the risk of interception and misuse by third

parties.

SECTION 6.03. Individual Rights of Indenture Trustee. The Indenture Trustee in

its individual or any other capacity may become the owner or pledgee of Notes and may

otherwise deal with the Issuer or its Affiliates with the same rights it would have if it were not

Indenture Trustee. Any Note Registrar or co-registrar may do the same with like rights.

However, the Indenture Trustee must comply with Section 6.10.

SECTION 6.04. Indenture Trustee's Disclaimer. The Indenture Trustee shall not be

responsible for and makes no representation as to the validity or adequacy of this Indenture or

the Notes, it shall not be accountable for the Issuer's use of the proceeds from the Notes, and it

shall not be responsible for any statement of the Issuer in the Indenture or in any document

NY3:#7455485 32
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Trustee shall deliver such information that is either required by applicable law or is requested in

writing by a Noteholder in order to enable such Noteholder to prepare its federal and state

income tax returns.

SECTION 6.06. Compensation and Indemnity. The Issuer shall, or shall cause the

Servicer to, pay to the Indenture Trustee from time to time commercially reasonable

compensation for its services pmsuant to a fee agreement between the Servicer and the Indenture

Trustee. The Indenture Trustee's compensation shall not be limited by any law on compensation

of a trustee of an express trust. The Issuer shall, or shall cause the Servicer to, reimburse the

Indenture Trustee for all reasonable out-of-pocket expenses, disbursements and advances

incurred or made by it, including costs of collection, in addition to the compensation for its

services. Such expenses shall include the reasonable compensation and expenses, disbursements

and advances of the Indenture Trustee's agents, counsel, accountants and experts. The Issuer

shall, or shall cause the Servicer to, indemnifY and hold harmless the Indenture Trustee and its

officers, directors, employees, representatives and agents against any and all loss, liability, tax

(other than taxes based on the income of the Indenture Trustee) or expense (including attorneys'

fees) of whatever kind or nature regardless of their merit directly or indirectly incurred by it or

them without willful misconduct, negligence or bad faith on their part, arising out of or in

connection with the acceptance or administration of the transactions contemplated by this

Indenture, including the commercially reasonable costs and expenses of defending themselves

against any claim or liability in connection with the exercise or performance of any of their

powers or duties under this Indenture or under any of the other Program Documents. The

Indenture Trustee shall notifY the Issuer and the Servicer promptly of any claim for which it may

seek indemnity. Failure by the Indenture Trustee to so notifY the Issuer and the Servicer shall

not relieve the Issuer or the Servicer of its obligations hereunder. The Issuer shall, or shall cause

the Servicer to, defend any such claim, and the Indenture Trustee may have separate counsel and

the Issuer shall, or shall cause the Servicer to, pay the fees and expenses of such counsel.

Neither the Issuer nor the Servicer need reimburse any expense or indemnifY against any loss,

liability or expense incurred by the Indenture Trustee through the Indenture Trustee's own

willful misconduct, negligence or bad faith.

The Issuer's payment obligations to the Indenture Trustee pursuant to this Section shall

survive the discharge of this Indenture. When the Indenture Trustee incurs expenses after the

occurrence of a Default specified in Section 5.01 (xi) with respect to the Issuer, the expenses are

intended to constitute expenses of administration under Title 11 of the United States Code or any

other applicable federal or state bankruptcy, insolvency or similar law.

SECTION 6.07. Replacement of Indenture Trustee. No resignation or removal of

the Indenture Trustee and no appointment of a successor Indenture Trustee shall become

etrective until the acceptance of appointment by the successor Indenture Trustee pursuant to this

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(i ii) a receiver or other pubIic officer takes charge of the Indenture Trustee or

its property; or

(iv) the Indenture Trustee otherwise becomes incapable of acting.

If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of Indenture

Trustee for any reason (the Indenture Trustee in such event being referred to herein as the

retiring Indenture Trustee), the Issuer shall promptly appoint a successor Indenture Trustee

acceptable to the Majority Investors. If the Issuer fails to appoint a successor Indenture Trustee

within thirty (30) days, the Majority Investors may appoint a successor Indenture Trustee.

A successor Indenture Trustee shall deliver a written acceptance of its appointment to the

retiring Indenture Trustee and the Issuer. Thereupon the resignation or removal of the retiring

Indenture Trustee shall become effective, and the successor Indenture Trustee shall have all the

rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture

Trustee shall mail a notice of its succession to Noteholders. The retiring Indenture Trustee shall

promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee.

If a successor Indenture Trustee does not take office within sixty (60) days after the

retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or the

Majority Investors may petition any court of competent jurisdiction for the appointment of a

successor Indenture Trustee.

If the Indenture Trustee fails to comply with Section 6.10, any Noteholder may petition

any court of competent jurisdiction for the removal ofthe Indenture Trustee and the appointment

of a successor Indenture Trustee.

Notwithstanding the replacement of the Indenture Trustee pursuant to this Section, the

Issuer's and the Servicer's obligations under Section 6.06 shall continue for the benefit of the

retiring Indenture Trustee.

SECTION 6.08. Successor Indenture Trustee by Merger. If the Indenture Trustee

consolidates with, merges or converts into, or transfers all or substantially all its corporate trust

business or assets to, another corporation or banking association, the resulting, surviving or

transferee corporation without any further act shall be the successor Indenture Trustee; provided,

that such corporation or banking association shall be otherwise qualified and eligible under

Section 6. LO. The Indenture Trustee shall provide the Issuer prior written notice of any such

transaction.

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predecessor hereunder or in the name of the successor to the Indenture Trustee; and in all such

cases such certificates shall have the full force which it is anywhere in the Notes or in this

Indenture provided that the certificate of the Indenture Trustee shall have.

SECTION 6.09. Appointment of Co-Indenture Trustee or Separate Indenture

Trustee. (a) Notwithstanding any other provisions of this Indenture, at any time, for the purpose

of meeting any legal requirement of any jurisdiction in which any part ofthe Trust Estate may at

the time be located, the Indenture Trustee shall have the power and may execute and deliver all

instruments to appoint one or more Persons to act as a co-trustee or co-trustees, or separate

trustee or separate trustees, of all or any part of the Trust Estate, and to vest in such Person or

Persons, in such capacity and for the benefit of the Noteholders, such title to the Trust Estate, or

any part thereof, and, subject to the other provisions of this Section, such powers, duties,

obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable. No

co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a

successor trustee under Section 6.10 and no notice to Noteholders of the appointment of any cotrustee or separate trustee shall be required under Section 6.07.

(b) Every separate trustee and co-trustee shall, to the extent permitted by law, be

appointed and act subject to the following provisions and conditions:

(i) all rights, powers, duties and obligations conferred or imposed upon the

Indenture Trustee shall be conferred or imposed upon and exercised or performed by the

Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that

such separate trustee or co-trustee is not authorized to act separately without the

Indenture Trustee joining in such act), except to the extent that under any law of any

jurisdiction in which any particular act or acts are to be performed the Indenture Trustee

shall be incompetent or unqualified to perform such act or acts, in which event such

rights, powers, duties and obligations (including the holding of title to the Trust Estate or

any portion thereof in any such jurisdiction) shall be exercised and performed singly by

such separate trustee or co-trustee, but solely at the direction ofthe Indenture Trustee;

(ii) no trustee hereunder shall be personally liable by reason of any act or

omission of any other trustee hereunder; and

(iii) the Indenture Trustee may at any time accept the resignation of or remove

any separate trustee or co-trustee.

(c) Any notice, request or other wntmg given to the Indenture Trustee shall be

deemed to have been given to each of the then separate trustees and co-trustees, as effectively as

if given to each of them. Every instrument appointing any separate trustee or co-trustee shall

refer to this Indenture and the conditions of this Article VI. Each separate trustee and co-trustee,

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(d) Any separate trustee or co-trustee may at any time constitute the Indenture

Trustee, its agent or attorney-in-fact with full power and authority, to the extent not prohibited by

law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If

any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all

of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the

Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor

trustee.

SECTION 6.10. Eligibility; Disqualification. The Indenture Trustee shall have a

combined capital and surplus of at least $50,000,000 as set forth in its most recent published

annual report of condition, and the time deposits of the Indenture Trustee shall be rated at least

"A-I" by S&P and "P-I" by Moody's.

SECTION 6.11. Pennsylvania Motor Vehicle Sales Finance Act Licenses. The

Indenture Trustee shall use its best efforts to maintain the effectiveness of all licenses required

under the Pennsylvania Motor Vehicle Sales Finance Act in connection with this Indenture and

the transactions contemplated hereby until the lien and security interest of this Indenture shall no

longer be in effect in accordance with the terms hereof.

ARTICLE VII

Noteholders' Lists and Reports

SECTION 7.01. Issuer To Furnish Indenture Trustee Names and Addresses of

Noteholders. The Issuer will furnish or cause to be furnished to the Indenture Trustee (a) not

more than five days after the earlier of (i) each Record Date and (ii) three months after the last

Record Date, a list, in such form as the Indenture Trustee may reasonably require, of the names

and addresses of the Holders of Notes as of such Record Date, and (b) at such other times as the

Indenture Trustee may request in writing, within 30 days after receipt by the Issuer of any such

request, a list of similar form and content as of a date not more than 10 days prior to the time

such list is furnished; provided, however, that so long as the Indenture Trustee is the Note

Registrar, no such list shall be required to be furnished.

SECTION 7.02. Preservation ofInfornlation; Communications to Noteholders. The

Indenture Trustee shall preserve, in as current a form as is reasonably practicable, the names and

addresses of the Holders of Notes contained in the most recent list furnished to the Indenture

Trustee as provided in Section 7.01 and the names and addresses of Holders of Notes received by

the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any

list furnished to it as provided in such Section 7.0 I upon receipt of a new list so furnished.

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money and other property payable to or receivable by the Indenture Trustee pursuant to this

Indenture. The Indenture Trustee shall apply all such money received by it as provided in this

Indenture. Except as otherwise expressly provided in this Indenture, if any default occurs in the

making of any payment or performance under any agreement or instrument that is part of the

Trust Estate, the Indenture Trustee may take such action as may be appropriate to enforce such

payment or performance, including the institution and prosecution of appropriate Proceedings.

Any such action shall be without prejudice to any right to claim a Default or Event of Default

under this Indenture and any right to proceed thereafter as provided in Article V.

SECTION 8.02. Collection Account. (a) The Indenture Trustee shall establish and,

at all times during the term of this Indenture, maintain an Eligible Deposit Account in the name

of and under the control of the Indenture Trustee for the benefit of the Noteholders and the

Certificateholder (said account being called the "Collection Account" and being initially

identified as ).

(b) On or before each Payment Date, the Available Collections for such Payment

Date will be deposited in the Collection Account as provided in Sections 4.14 and 4.15 of the

Sale and Servicing Agreement.

(c) On each Payment Date, the Indenture Trustee shall pay all amounts allocated in

the Collection Account for payment in the following amounts and in the following order of

priority by 11:00 A.M., New Yark City time, to the extent of the Available Collections for such

Payment Date:

(i) pro rata (x) to the payment to the Indenture Trustee and to the Owner

Trustee of any fees, expenses and indemnities then due and unpaid in an aggregate annual

amount not to exceed $100,000 per annum and (y) to the Servicer an amount equal to the

Monthly Servicer Fee for such Payment Date and any previously unpaid Monthly

Servicer Fees;

(ii) to the Hedge Counterparties, from the Available Collections remaining

after the application of clause (i), net payments, if any, excluding termination payments,

then due to them under the Hedges;

(iii) to the Class A Noteholders, from the Available Collections remammg

after the application of clauses (i) and (ii), first, the Class A Monthly Interest and second,

the Class A Monthly Costs and Expenses for such Payment Date;

(iv) to the Class B Noteholders, from the Available Collections remaining after

the application of clauses (i) through (iii), first, the Class B Monthly Interest and second,

the Class B Monthly Costs and Expenses for such Payment Date;

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(vii) to the Class B Noteholders, all Available Collections remaining after the

application of clauses (i) through (vi), until the outstanding principal amount of the Class

B Notes has been reduced to zero on such Payment Date;

(viii) to the Class C Noteholders, all Available Collections remaining after the

application of clauses (i) through (vii), until the outstanding principal amount of the Class

C Notes has been reduced to zero on such Payment Date; and

(ix) to the Indenture Trustee and the Owner Trustee, any amounts then due and

owing and not paid as a result ofthe limitation in clause (i) above;

(x) to the Hedge Counterparties, from the Available Collections remaining

after application of clauses (i) through (viii), any unpaid tennination payments then due

to them under the Hedges; and

(xi) distribute to the Certificateholder the Available Collections rema1l11l1g

after the application of clauses (i) through (ix).

(d) In connection with any Release, the Indenture Trustee shall apply the Release

Price with respect to such Release on the Release Date (each an "Interim Payment Date") in

accordance with clause (c) of this Section 8.02 as though such Interim Payment Date was a

Payment Date.

SECTION 8.03. Funding Account. (a) The Indenture Trustee shall establish and,

until such time as the Funding Period has ended and there are no amounts remaining in such

account, maintain an Eligible Deposit Account in the name of and under the control of the

Indenture Trustee for the benefit of the Class A Noteholders and the Class B Noteholders (said

account being called the "Funding Account" and being initially identified as

).

(b) On the Initial Funding Date, the Issuer shall make an initial BOITowing under the

Class A Notes in the amount of $1 00,000,000 and shall deposit the proceeds of such Borrowing

in the Funding Account. The proceeds of each other BOITowing under the Class A Notes shall

also be deposited into the Funding Account. Amounts on deposit in the Funding Account may

be withdrawn in connection with the purchase of Receivables by the Issuer in accordance with

Section 4.18 of the Sale and Servicing Agreement, and until so withdrawn shall constitute NonShared Collateral under this Indenture.

(c) Amounts on deposit in the Funding Account may be withdrawn only (w) in

connection with the purchase of Receivables by the Issuer in an amount in accordance with

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Receivables transferred on such Purchase Date and (vi) an assignment of Hedge (if any); and

providedjilrther that no Default or Event of Default shall have occurred and be continuing; (x)

for transfer to the Collection Account to make payment of accrued and unpaid interest on the

Notes in accordance with Section 8.02(c) on the initial Payment Date, to the extent that accrued

and unpaid interest cannot be paid from Available Collections; (y) upon not less than two (2)

Business Days prior written notice by the Issuer to the Indenture Trustee indicating that, because

amounts on deposit in the Funding Account exceed the Issuer's reasonably foreseeable funding

needs, the Issuer intends to prepay the Class A Notes and/or the Class B Notes from funds on

deposit in the Funding Account (such notice to indicate the principal amount of each class of

Notes to be prepaid on the applicable prepayment date) and applied first, to the Class A

Noteholders until the outstanding principal amount of the Class A Notes has been reduced to

zero, and second, to the Class B Noteholders (to prepay the Class A Notes and the Class B

Notes) or (z) with the prior written consent of the Majority Investors for any other purpose,

which consent may be withheld in its sole discretion.

On the earlier to occur of (i) the fifth Business Day after the Funding Period has ended

and (ii) the date on which the Indenture Trustee shall have received written notice from the

Majority Investors that an Event of Default has occurred and is continuing, the Indenture Trustee

forthwith shall (x) transfer all monies and other property in the Funding Account to the

Collection Account, (y) liquidate all investments and other property so transferred to the

Collection Account and (z) apply all such monies and proceeds of liquidation to a mandatory

prepayment of the Notes as follows: first, to payment in full of the principal amount of the Class

A Notes, until the principal amount of the Class A Notes shall have been paid in full; second, to

payment in full of the principal amount of the Class B Notes, until the principal amount of the

Class B Notes shall have been paid in full; third, to payment of accrued and unpaid interest on

the Class A Notes; fourth, to payment of accrued and unpaid interest on the Class B Notes; fifth,

in accordance with Section 8.02(c) above.

SECTION 8.04. General Provisions Regarding the Accounts. (a) So long as no

Default or Event of Default shall have occurred and be continuing, all or a portion of the funds in

the Accounts shall be invested (i) in Permitted Investments selected in writing by the Servicer or

an investment manager selected by the Servicer or (ii) by an investment manager in Permitted

Investments selected by such investment manager; provided that (A) such investment manager

shall be selected by the Servicer, (B) such investment manager shall have agreed to comply with

the terms of this Indenture as it relates to investing such funds, (C) any investment so selected by

such investment manager shall be made in the name of the Indenture Trustee and shall be held as

provided in this Indenture, (D) prior to the settlement of any investment so selected by such

investment manager the Indenture Trustee shall affinn that such investment is a Permitted

Investment and (E) funds on deposit in the Funding Account shall only be invested in Permitted

Investments of the type referred to in clause (i) of the definition of Pem1itted Investments. The

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portion of the Available Collections for such Payment Date. Funds on deposit in the Collection

Account shall be invested in Permitted Investments that will mature on or before the next

Payment Date. The Issuer will not direct the Indenture Trustee to make any investment of any

funds or to sell any investment held in an Account unless the security interest Granted and

perfected in such Account will continue to be perfected in such investment or the proceeds of

such sale, in either case without any further action by any Person, and, in connection with any

direction to the Indenture Trustee to make any such investment or sale, if requested by the

Indenture Trustee, the Issuer shall deliver to the Indenture Trustee an Opinion of Counsel,

acceptable to the Indenture Trustee, to such effect.

(b) Subject to Section 6.0 I(c), the Indenture Trustee shall not in any way be held

liable by reason of any insufficiency in an Account resulting solely from any loss on any

Pem1itted Investment included therein except for losses attributable to the Indenture Trustee's

failure to make payments on such Pennitted Investments issued by the Indenture Trustee, such

entity acting in its commercial capacity as principal obligor and not as trustee, in accordance

with their terms.

(c) If (i) the Issuer (or the Servicer or any investment manager pursuant to

Section 8.04(a)) shall have failed to give investment directions for any funds on deposit in the

Collection Account to the Indenture Trustee by 11 :00 A.M. (New York City time) (or such other

time as may be agreed by the Issuer and Indenture Trustee) on any Business Day or (ii) a Default

or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes

shall not have been declared due and payable pursuant to Section 5.02 or (iii) ifsuch Notes shall

have been declared due and payable following an Event of Default but amounts collected or

receivable from the Trust Estate are being applied as if there had not been such a declaration,

then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the

Collection Account in one or more Permitted Investments.

(d) The Indenture Trustee or other Person holding an Account shall be the "Securities

Intermediary". If the Securities Intermediary in respect of an Account is not the Indenture

Trustee, the Issuer shall obtain the express agreement of such Person to the obligations of the

Securities Intermedialy set forth in this Section 8.03(d). The Securities Intermediary agrees that:

(i) Each Account is an account to which "financial assets" within the

meaning of Section 8- I 02(a)(9) ("Financial Assets") of the Uniform Commercial Code in

effect in the State of New York (the "New York UCC") will be credited;

(ii) All securities or other property underlying any Financial Assets credited to

each Account shall be registered in the name of the Securities Intermediary, indorsed to

the Securities Intermediary or in blank or credited to another securities account

maintained in the name of the Securities Intermediary and in no case will any Financial

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or cash) credited to an Account shall be treated as a Financial Asset;

(v) If at any time the Securities Intermediary shall receive any order from the

Indenture Trustee directing transfer or redemption of any Financial Asset relating to an

Account, the Securities Intermediary shall comply with such entitlement order without

further consent by the Issuer or the Servicer;

(vi) Each Account shall be governed by the laws of the State of New York,

regardless of any provision of any other agreement. For purposes of the Relevant VCC,

New York shall be deemed to be the Securities Intermediary's jurisdiction and each

Account (as well as the "securities entitlements" (as defined in Section 8-102(a)(17) of

the New York veC) related thereto) shall be governed by the laws of the State of New

York;

(vii) The Securities Intermediary has not entered into, and until termination of

this Indenture, will not enter into, any agreement with any other Person relating to any

Account and/or any Financial Assets credited thereto pursuant to which it has agreed to

comply with entitlement orders (as defined in Section 8-1 02(a)(8) of the New York VCC)

of such other Person and the Securities Intermediary has not entered into, and until the

termination of this Indenture will not enter into, any agreement with the Issuer purporting

to limit or condition the obligation of the Securities Intermediary to comply with

entitlement orders as set forth in Section 8.04; and

(viii) Except for the claims and interest of the Indenture Trustee and the Issuer

in the Accounts, the Securities Intermediary knows of no claim to, or interest in, the

Accounts or in any Financial Asset credited thereto. If any other person asserts any lien,

encumbrance, or adverse claim (including any writ, garnishment, judgment, warrant of

attachment, execution or similar process) against any Account or in any Financial Asset

carried therein, the Securities Intermediary will promptly notify the Indenture Trustee and

the Issuer thereof.

The Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to

time in the Accounts and in all proceeds thereof, and shall be the only person authorized to

originate entitlement orders in respect of the Accounts.

SECTION 8.05. Release of Trust Estate. (a) Subject to the payment of its fees and

expenses pursuant to Section 6.06, the Indenture Trustee may, and when required by Section

2.09 of this Indenture shall, execute instruments to release property from the lien of this

Indenture, or convey the Indenture Trustee's interest in the same, in a manner and under

circumstances that are permitted by the provisions of this Indenture. No party relying upon an

instrument executed by the Indenture Trustee as provided in this Article VllI shall be bound to

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any funds then on deposit in the Collection Account. The Indenture Trustee shall release

property from the lien of this Indenture pursuant to this Section 8.05(b) only upon receipt of an

Issuer Request accompanied by an Officer's Certificate of the Issuer and an Opinion of Counsel.

SECTION 8.06. Opinion of Counsel. The Indenture Trustee shall receive at least

seven days notice when requested by the Issuer to take any action pursuant to Section 8.05(a),

accompanied by copies of any instruments involved, and the Indenture Trustee may also require

as a condition to such action, an Opinion of Counsel, in form and substance satisfactory to the

Indenture Trustee, stating the legal effect of any such action, outlining the steps required to

complete the same, and concluding that all conditions precedent to the taking ofsuch action have

been complied with and such action will not materially and adversely impair the security for the

Notes or the rights of the Noteholders in contravention of the provisions of this Indenture;

provided, however, that such Opinion of Counsel shall not be required to express an opinion as to

the fair value of the Trust Estate. Counsel rendering any such opinion may rely, without

independent investigation, on the accuracy and validity of any certificate or other instrument

delivered to the Indenture Trustee in connection with any such action.

ARTICLE IX

Supplemental Indentures

SECTION 9.01. Supplemental Indentures. The Issuer and the Indenture Trustee,

when authorized by an Issuer Order and upon delivery of an Issuer Tax Opinion, may, with the

consent of the Majority Investors, by Act of such Holders delivered to the Issuer and the

Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of

adding any provisions to, or changing in any manner or eliminating any of the provisions of, this

Indenture or of modifying in any manner the rights of the Holders of the Notes under this

Indenture; provided, however, that no such supplemental indenture shall, without the consent of

the Holder of each Outstanding Note affected thereby:

(i) change the date of payment of any installment of principal of or interest on

any Note, or reduce the principal amount thereof, the interest rate thereon or the

Redemption Price with respect thereto, change the provisions of this Indenture relating to

the application of collections on, or the proceeds of the sale of, the Trust Estate to

payment of principal of or interest on the Notes, or change any place of payment where,

or the coin or currency in which, any Note or the interest thereon is payable, or impair the

right to institute suit for the enforcement of the provisions of this Indenture requiring the

application of funds available therefor, as provided in Article V, to the payment of any

such amount due on the Notes on or after the respective due dates thereof (or, in the case

of redemption, on or after the Redemption Date);

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"Outstanding";

(iv) modifY any provision of this Section except to increase any percentage

specified herein or to provide that certain additional provisions of this Indenture or the

Program Documents cannot be modified or waived without the consent of the Holder of

each Outstanding Note affected thereby;

(v) modify any of the provisions of this Indenture in such manner as to affect

the calculation of the amount of any payment of interest or principal due on any Note on

any Payment Date (including the calculation of any of the individual components ofsuch

calculation) or to affect the rights ofthe Holders of Notes to the benefit of any provisions

for the mandatory redemption ofthe Notes contained herein; or

(vi) permit the creation of any lien ranking prior to or on a parity with the lien

of this Indenture with respect to any part of the Trust Estate or, except as otherwise

permitted or contemplated herein, terminate the lien of this Indenture on any property at

any time subject hereto or deprive the Holder of any Note of the security provided by the

lien of this Indenture.

Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental

indenture pursuant to this Section, the Indenture Trustee shall mail to the Holders of the Notes to

which such amendment or supplemental indenture relates a true, correct and complete copy of

such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any

defect therein, shall not, however, in any way impair or affect the validity of any such

supplemental indenture.

SECTION 9.02. Execution of Supplemental Indentures. In executing, or permitting

the additional trusts created by, any supplemental indenture permitted by this Article IX or the

modification thereby of the trusts created by this Indenture, the Indenture Trustee shall be

entitled to receive, and subject to Sections 6.0 I and 6.02, shall be fully protected in relying upon,

an Opinion of Counsel stating that the execution ofsuch supplemental indenture is authorized or

permitted by this Indenture. The Indenture Trustee may, but shall not be obligated to, enter into

any such supplemental indenture that affects the Indenture Trustee's own rights, duties, liabilities

or immunities under this Indenture or otherwise.

SECTION 9.03. Effect of Supplemental Indenture. Upon the execution of any

supplemental indenture pursuant to the provisions hereof, this Indenture shall be and shall be

deemed to be modified and amended in accordance therewith with respect to the Notes affected

thereby, and the respective rights, limitations of rights, obligations, duties, liabilities and

immunities under this Indenture of the Indenture Trustee, the Issuer and the Holders of the Notes

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Article IX may, and if required by the Indenture Trustee shall, bear a notation in form approved

by the Indenture Trustee as to any matter provided for in such supplemental indenture. If the

Issuer or the Indenture Trustee shall so determine, new Notes so modified as to conform, in the

opinion of the Indenture Trustee and the Issuer, to any such supplemental indenture may be

prepared and executed by the Issuer and authenticated and delivered by the Indenture Trustee in

exchange for Outstanding Notes.

ARTICLE X

Redemption of Notes

SECTION 10.01. Redemption. The Notes are subject to redemption in whole, but

not in part, at the direction of the Servicer pursuant to Section 8.01 (a) of the Sale and Servicing

Agreement, on any Payment Date on which the Servicer exercises its option to purchase the

Trust Estate pursuant to said Section 8.01(a), for a purchase price equal to the Redemption Price;

provided that the Issuer has available funds sufficient to pay the Redemption Price. If the

Outstanding Notes are to be redeemed pursuant to this Section, the Servicer or the Issuer shall

furnish notice of such election to the Indenture Trustee not later than 20 days prior to the

Redemption Date and the Issuer shall deposit by 9:00 A.M. New York City time on the

Redemption Date with the Indenture Trustee in the Collection Account the Redemption Price of

the Notes to be redeemed, whereupon all Notes shall be due and payable on the Redemption

Date upon the furnishing of a notice complying with Section 10.02 to each Holder of the Notes.

SECTION 10.02. Form of Redemption Notice. Notice of redemption under

Section 10.01 shall be given by the Indenture Trustee by first-class mail, postage prepaid, or by

facsimile and mailed or transmitted not later than LO days prior to the applicable Redemption

Date to each Holder of Notes, as of the close of business on the Record Date preceding the

applicable Redemption Date, at such Holder's address or facsimile number appearing in the Note

Register.

All notices of redemption shall state:

(i) the Redemption Date;

(ii) the Redemption Price; and

(iii) the place where such Notes are to be surrendered for payment of the

Redemption Price (which shall be the office or agency of the Issuer to be maintained as

provided in Section 3.02).

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default in the payment of the Redemption Price) no interest shall accrue on the Redemption Price

for any period after the date to which accrued interest is calculated for purposes of calculating

the Redemption Price.

ARTICLE XI

[RESERVED].

ARTICLE XII

Miscellaneous

SECTION 12.01. Compliance Certificates and Opinions, etc. (a) Upon any

application or request by the Issuer to the Indenture Trustee to take any action under any

provision of this Indenture, the Issuer shall furnish to the Indenture Trustee (i) an Officer's

Certificate of the Issuer stating that all conditions precedent, if any, provided for in this Indenture

relating to the proposed action have been complied with and (ii) an Opinion of Counsel stating

that in the opinion ofsuch counsel all such conditions precedent, if any, have been complied with

except that, in the case of any such application or request as to which the furnishing of such

documents is specifically required by any provision of this Indenture, no additional certificate or

opinion need be furnished.

Every certificate or opinion with respect to compliance with a condition or covenant

provided for in this Indenture shall include:

(1) a statement that each signatory of such certificate or opinion has read or

has caused to be read such covenant or condition and the definitions herein relatingthereto;

(2) a brief statement as to the nature and scope of the examination or

investigation upon which the statements or opinions contained in such certificate or

opinion are based;

(3) a statement that, in the opinion of each such signatory, such signatory has

made such examination or investigation as is necessary to enable such signatory to

express an informed opinion as to whether or not such covenant or condition has been

complied with; and

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Certificate of the Issuer certifying or stating the opinion of each person signing such certificate

as to the fair value (within 90 days of such deposit) to the Issuer of the Collateral or other

property or securities to be so deposited.

(ii) Other than in connection with a Release or other release made in

accordance with the terms of Section 2.09, whenever any property or securities are to be

released from the Lien of this Indenture, the Issuer shall furnish to the Indenture Trustee

an Officer's Certificate of the Issuer certifying or stating the opinion of each person

signing such certificate as to the fair value (within ninety (90) days ofsuch release) of the

property or securities proposed to be released and stating that in the opinion of such

person the proposed release will not impair the security under this Indenture in

contravention of the provisions hereof.

(iii) Notwithstanding Section 2.09 or any other provision of this Section, the

Issuer may (A) collect, liquidate, sell or otherwise dispose of Pooled Receivables as and

to the extent permitted or required by the Program Documents and (B) make cash

payments out of the Collection Account as and to the extent permitted or required by the

Program Documents.

SECTION 12.02. Form of Documents Delivered to Indenture Trustee. In any case

where several matters are required to be certified by, or covered by an opinion of, any specified

Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only

one such Person, or that they be so certified or covered by only one document, but one such

Person may certify or give an opinion with respect to some matters and one or more other such

Persons as to other matters, and any such Person may certify or give an opinion as to such

matters in one or several documents.

Any certificate or opinion of an Authorized Officer of the Issuer may be based, insofar as

it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless

such officer knows, or in the exercise of reasonable care should know, that the certificate or

opinion or representations with respect to the matters upon which such officer's certificate or

opinion is based are erroneous. Any such certificate of an Authorized Officer or Opinion of

Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or

representations by, an officer or officers of the Servicer, the Depositor, the Seller or the Issuer,

stating that the infOlmation with respect to such factual matters is in the possession of the

Servicer, the Depositor, the Seller or the Issuer, unless such counsel knows, or in the exercise of

reasonable care should know, that the certificate or opinion or representations with respect to

such matters are erroneous.

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it is intended that the truth and accuracy, at the time of the granting of such application or at the

effective date ofsuch certificate or report (as the case may be), of the facts and opinions stated in

such document shall in such case be conditions precedent to the right of the Issuer to have such

application granted or to the sufficiency of such certificate or report. The foregoing shall not,

however, be construed to affect the Indenture Trustee's right to conclusively rely upon the truth

and accuracy of any statement or opinion contained in any such document as provided in

Article VI.

SECTION 12.03. Acts of Noteholders. (a) Any request, demand, authorization,

direction, notice, consent, waiver or other action provided by this Indenture to be given or taken

by Noteholders may be embodied in and evidenced by one or more instruments of substantially

similar tenor signed by such Noteholders in person or by agents duly appointed in writing; and

except as herein otherwise expressly provided such action shall become effective when such

instrument or instruments are delivered to the Indenture Trustee and, where it is hereby expressly

required, to the Issuer. Such instrument or instruments (and the action embodied therein and

evidenced thereby) are herein sometimes referred to as the "Act" of the Noteholders signing such

instrument or instruments. Proof of execution of any such instrument or of a writing appointing

any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.01)

conclusive in favor of the Indenture Trustee and the Issuer, if made in the manner provided in

this Section.

(b) The fact and date of the execution by any person of any such instrument or

writing may be proved in any manner that the Indenture Trustee deems sufficient.

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

(d) Any request, demand, authorization, direction, notice, consent, waiver or other

action by the Holder of any Notes shall bind the Holder of every Note issued upon the

registration thereof or in exchange therefor or in lieu thereof, in respect of anything done,

omitted or suffered to be done by the Indenture Trustee or the Issuer in reliance thereon, whether

or not notation ofsuch action is made upon such Note.

SECTION 12.04. Notices, etc., to Indenture Trustee and Issuer. Any request,

demand, authorization, direction, notice, consent, waiver or Act of Noteholders or other

documents provided or permitted by this Indenture shall be in writing and if such request,

demand, authorization, direction, notice, consent, waiver or act of Noteholders is to be made

upon, given or furnished to or filed with:

(i) the Indenture Trustee by any Noteholder or by the Issuer shall be

sufficient for every purpose hereunder if made, given, furnished or filed in writing to or

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, Attention: Corporate Trust

, Attention: Corporate Trust

Services or at any other address previously furnished in writing to the Indenture Trustee

by the Issuer or the Servicer; with a copy to the Servicer addressed to: Chrysler Financial

Services Americas LLC, 27777 Inkster Road, CIMS 405-27-10 Farmington Hills,

Michigan 48334, Attention: Assistant Secretary, Securitization, or at any other address

previously furnished in writing to the Indenture Trustee by the Servicer. The Issuer shall

promptly transmit any notice received by it from the Noteholders to the Indenture

Tmstee.

SECTION 12.05. Notices to Noteholders; Waiver. Where this Indenture provides for

notice to Noteholders of any event, such notice shall be sufficiently given (unless otherwise

herein expressly provided) if in writing and mailed, first-class, postage prepaid to each

Noteholder affected by such event, at such Holder's address as it appears on the Note Register,

not later than the latest date, and not earlier than the earliest date, prescribed for the giving of

such notice. In any case where notice to Notcholders is given by mail, neither the failure to mail

such notice nor any defect in any notice so mailed to any particular Noteholder shall affect the

sufficiency of such notice with respect to other Noteholders, and any notice that is mailed in the

manner herein provided shall conclusively be presumed to have been duly given.

Where this Indenture provides for notice in any manner, such notice may be waived in

writing by any Person entitled to receive such notice, either before or after the event, and such

waiver shall be the equivalent of such notice. Waivers of notice by Noteholders shall be filed

with the Indenture Trustee but such filing shall not be a condition precedent to the validity of any

action taken in reliance upon such a waiver.

In case, by reason of the suspension of regular mail service as a result of a strike, work

stoppage or similar activity, it shall be impractical to mail notice of any event to Noteholders

when such notice is required to be given pursuant to any provision of this Indenture, then any

manner of giving such notice as shall be satisfactory to the Indenture Trustee shall be deemed to

be a sufficient giving ofsuch notice.

SECTION 12.06. Alternate Payment and Notice Provisions. Notwithstanding any

provision of this Indenture or any of the Notes to the contrary, the Issuer may enter into any

agreement with any Holder of a Note providing for a method of payment, or notice by the

Indenture Trustee to such Holder, that is different from the methods provided for in this

Indenture for such payments or notices. The Issuer will furnish to the Indenture Trustee a copy

of each such agreement and the Indenture Trustee will cause payments to be made and notices to

be given in accordance with such agreements.

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trustees and agents.

SECTION 12.09. Separability. In case any provIsIOn in this Indenture or in the

Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the

remaining provisions shall not in any way be affected or impaired thereby.

SECTION 12.10. Benefits of Indenture. Nothing in this Indenture or in the Notes,

express or implied, shall give to any Person, other than the parties hereto and their successors

hereunder, and the Noteholders, and any other party secured hereunder, and any other Person

with an ownership interest in any part of the Trust Estate, any benefit or any legal or equitable

right, remedy or claim under this Indenture.

SECTION 12.11. Legal Holidays. In any case where the date on which any payment

is due shall not be a Business Day, then (notwithstanding any other provision of the Notes or this

Indenture) payment need not be made on such date, but may be made on the next succeeding

Business Day with the same force and effect as if made on the date on which nominally due, and

no interest shall accrue for the period from and after any such nominal date.

SECTION 12.12. GOVERNING LAW. THIS INDENTURE AND THE RIGHTS

AND OBLIGATIONS OF THE PARTIES UNDER THIS INDENTURE SHALL BE

GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE

LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ITS CONFLICTS OF

LAW PRINCIPLES THAT WOULD CALL FOR THE APPLICATION OF THE LAW OF

ANY OTHER JURISDICTION.

SECTION 12.13. Countemarts. This Indenture may be executed in any number of

counterparts, each of which so executed shall be deemed to be an original, but all such

counterparts shall together constitute but one and the same instrument.

SECTION 12.14. Recording of Indenture. If this Indenture is subject to recording in

any appropriate public recording otTices, such recording is to be effected by the Issuer and at its

expense accompanied by an Opinion of Counsel (which may be counsel to the Indenture Trustee

or any other counsel reasonably acceptable to the Indenture Trustee) to the effect that such

recording is necessary either for the protection of the Noteholders or any other Person secured

hereunder or for the enforcement of any right or remedy granted to the Indenture Trustee under

this Indenture.

SECTION 12.15. Trust Obligation. No recourse may be taken, directly or indirectly,

with respect to the obligations of the Issuer or the Indenture Trustee on the Notes or under this

Indenture or any certificate or other writing delivered in connection herewith or therewith,

against (i) the Indenture Trustee or the Owner Trustee, as such or in its individual capacity,

NY3:#7455485 49
individual capacity) and except that any such partner, owner or beneficiary shall be fully liable,

to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital

contribution or failure to pay any installment or call owing to such entity. Notwithstanding

anything contained herein to the contrary, this Indenture has been executed by u.s. Bank Trust

National Association, not in its individual capacity but solely as Owner Trustee, and in no event

shall U.S. Bank Trust National Association in its individual capacity or as Owner Trustee have

any liability for the representations, warranties, covenants, or agreements of the Issuer hereunder

or in any of the other documents executed and delivered pursuant hereto, as to all of which

recourse shall be had solely to the assets of the Issuer. For all purposes of this Indenture, in the

performance of any duties or obligations of the Issuer hereunder, the Owner Trustee shall be

subject to, and entitled to the benefits of, the terms and provisions of the Trust Agreement.

SECTION 12.16. No Petition. The Indenture Trustee, by entering into this

Indenture, and each Noteholder, by accepting a Note, hereby covenant and agree that they will

not at any time institute against the Depositor or the Issuer, or join in any institution against the

Depositor or the Issuer of, any bankruptcy, reorganization, arrangement, insolvency or

liquidation proceedings, or other proceedings under any United States federal or state bankruptcy

or similar law in connection with any obligations relating to the Notes, this Indenture or any of

the other Program Documents.

SECTION 12.17. Execution of Financing Statements. Pursuant to any applicable

law, the Indenture Trustee is authorized to file or record financing statements and other filing or

recording documents or instruments with respect to the Collateral without the signature of such

Issuer in such form and in such offices as the Indenture Trustee determines appropriate to perfect

the security interests of the Indenture Trustee under this Indenture. The Indenture Trustee is

authorized to use the collateral description "all personal property" or "all assets" in any such

financing statements. The Issuer hereby ratifies and authorizes the filing by the Indenture

Trustee of any financing statement with respect to the Collateral made prior to the date hereof;

provided that, at the request of the Issuer, the Indenture Trustee shall amend any such

statement (and any other financing statement filed by the Indenture Trustee in connection with

this Indenture) to exclude any property that is released from, or otherwise not included in, the

Collateral.

SECTION 12.18. No Recourse. The Notes represent obligations of the Issuer only

and do not represent an interest in or obligations of the Servicer, the Depositor, the Owner

Trustee (as such or in its individual capacity) or any of their respective Affiliates (other than

Holdings to the extent provided in the Limited Guaranty Agreement dated the date hereof), and

no recourse may be had against such parties or their assets, except as may be set forth in this

Indenture and the other Program Documents. Notwithstanding any provisions herein to the

contrary, all of the obligations of the Issuer under or in connection with the Notes, the Hedge and

this Indenture are non-recourse obligations of the Issuer payable solely from the assets of the

NY3:#7455485 50
Trustee. It is understood that the foregoing provisions of this Section 12.18 shall not (i) prevent

recourse to the Collateral or any other assets of the Issuer for the sums due or to become due

under any security, instrument or agreement which is part of the Collateral or (ii) constitute a

waiver, release or discharge of any indebtedness or obligation evidenced by the Notes or secured

by this Indenture (to the extent it relates to the obligation to make payments on the Notes) until

such Collateral and any other assets of the Issuer have been realized and exhausted, whereupon

any outstanding indebtedness or obligation in respect ofthe Notes shall be extinguished and shall

not thereafter revive. The provisions of this Section 12.18 shall survive the termination of this

Indenture and the payment in full ofthe Notes.

NY3#7455485 51
By: U.S. Bank Trust National Association, not in

its individual capacity but solely as Owner

Trustee on behalfofthe Issuer

By:

Name:

Title:

Endenture

NY3:117455485
NY):1I74S5485

By:

Title:

Indenture

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communications published in any newspaper, magazine or similar media or broadcast over radio

or television, or any seminar or meeting whose attendees have been invited by any general

solicitation or general advertising.

Any sale, transfer, assignment, participation, pledge, hypothecation or other

disposition (a "Transfer") of a Note or any interest therein may be made only in accordance with

this Annex A. No Note or any intercst therein may be transferred by Assignment (as defined

below) or Participation (as defined below) to any Person (each, a "Transferee") unless, prior to

the Transfer, in the case of a Participation, the Transferee shall have executed and delivered to

the Issuer granting such Participation an investment letter substantially in the form attached

hereto as Exhibit A (the "Investment Letter"), and, in the case of an Assignment, the Transferee

shall have executed and delivered to the Issuer an Investment Letter and the Transferee shall be a

Person who has been consented to as a potential Transferee by the Issuer (which consent shall

not be unreasonably withheld).

Thc Holder may, in accordance with applicable law, at any time grant

participations its interest in the Notes, including the payments due to it under the Program

Documents (each, a "Participation"), to any Person (each a "Participant"); provided, however,

that no Participation shall be granted to any Person unless the condition to Transfer specified in

this Annex A shall have been satisfied. The Holder hereby acknowledges and agrees that

(A) any such Participation will not alter or affect the Holder's direct obligations hereunder, and

(B) neither the Indenture Trustee, the Issuer, the Depositor, the Seller nor the Servicer shall have

any obligation to have any communication or relationship with any Participant. Any agreement

pursuant to which the Holder sells a Participation shall provide that the Holder shall retain the

sole right to approve any amendment, modification or waiver of any provision of the Program

Documents; provided that such agreement may provide that the Holder will not, without the

consent of the Participant, agree to any amendment, modification or waiver that (1) requires the

consent of the Holder directly affected thereby pursuant to Section 3.07(g)(ii) of the Indenture

and (2) dircctly affects such Participant. Each Participant shall be entitled to receive additional

amounts and indemnification pursuant to any indemnification or expense reimbursement

provision of any Program Document as ifsuch Participant were the Holder and such sections

applied to its Participation; provided, that no Participant shall be entitled to receive additionalamounts or indemnification in amounts in exccss of those thc participating Holder would have

been entitled to receive in rcspect ofthe amount of the participation transferrcd to such

Participant had no such participation occurrcd.

The Holdcr may in accordance with applicable law, sell, transfer or assign (each,

an "Assignment"), to any Pcnnittcd Transferee (each, an "Assignee") its interest in the Notes and

its rights and obligations under the Program Documents pursuant to an agreement, cxecuted by

such Assignce and the Holder and delivered to the Issuer for acceptance; provided, however, that

Annex A

NY3:#7455485
obligations ofthe Holder hereunder as set forth therein and (y) the transferor Holder shall, to the

extent provided in such Assignment, be released from its obligations under the Program

Documents; provided, however, that after giving effect to each such Assignment, the obligations

released by the Holder shall have been assumed by an Assignee or Assignees. Such Assignment

shall be deemed to amend the Program Documents to the extent, and only to the extent,

necessary to reflect the addition ofsuch Assignee. Upon its receipt and acceptance of a duly

executed Assignment, the Note Registrar shall on the effective date determined pursuant thereto

give notice ofsuch acceptance to the Issuer and the Servicer.

Upon instruction to register a transfer of the Holder's beneficial interest in the

Notes (or portion thereof) and surrender for registration oftransfer ofthe Note(s) (if applicable)

and delivery to the Issuer of an Investment Letter, executed by the registered Holder (and the

beneficial Holder if it is a Person other than the registered Holder), and receipt by the Indenture

Trustee of a copy ofthe duly executed related Assignment and such other documents as may be

required under the Program Documents, such beneficial interest in the Notes (or portion thereof)

shall be transferred in the Note Register, and, ifrequested by the Assignee, one or more new

Notes shall be issued to the Assignee and, if applicable, the transferor Holder in amounts

reflecting such Transfer as provided in the Indenture. Successive registrations of Transfers as

aforesaid may be made from time to time as desired, and each such registration of a Transfer to a

new registered Holder shall be noted on the Note Register.

Notwithstanding the foregoing, the Holder may, at any time, without the consent

of the Issuer or the Servicer, engage in repurchase transactions with respect to the Notes or its

interest therein or otherwise hypothecate, rehypothecate, pledge, grant a security interest in or

otherwise encumber the Notes or its interest therein.

The Holder may pledge its interest in the Notes to any Federal Reserve Bank as

collateral in accordance with applicable law.

Annex A

NY3:#7455485
[Name and address of Transferee]

Re Chrysler LB Receivables Trust

Floating Rate Asset Backed Notes, Class [A] [B][C]

Ladies and Gentlemen:

This letter (the "Investment Letter") is delivered by the undersigned (the

"Holder") pursuant to Annex A to the Indenture dated as ofJanuary 14,2009 (as amended,

supplemented or otherwise modified from time to time, the "Indenture"), between Chrysler LB

Receivables Trust, as issuer (the "Issuer") and Deutsche Bank Trust Company Americas, as

indenture trustee (the "Indenture Trustee"). Capitalized terms used herein without definition

shall have the meanings set forth terms in the Indenture. The Holder represents to and agrees

with the Issuer as follows:

(a) The Holder has such knowledge and experience in financial and business

matters as to be capable of evaluating the merits and risks of its investment in the

Class [A][B][C] Notes and is able to bear the economic risk ofsuch investment. The

Holder has been afforded the opportunity to ask such questions as it deems necessary to

make an investment decision, and has received all information it has requested in

connection with making such investment decision. The Holder has, independently and

without reliance upon the any other Holder, and based on such documents and

information as it has deemed appropriate, made its own appraisal of and investigation

into the business, operations, property, financial and other condition and creditworthiness

of the Pooled Receivables, the Class [A] [B][C] Notcs, FinCo, the Seller, the Servicer,

the Depositor, the Issuer and the Indenture Trustee and made its own decision to purchase

its interest in the Class [A] [B][C] Notes, and will, independently and without reliance

upon the any other Holder, and based on such documents and information as it shall deem

appropriate at the time, continue to make its own analysis, appraisals and decisions in

taking or not taking action under the Indenture, and to make such investigation as it

deems neccssary to inform itself as to the business, operations, property, financial and

other condition and creditworthiness ofthe Pooled Receivables, Class [A] [B][C] Notes,

FinCo, the Seller, the Servicer, the Depositor, the Issuer and the Indenture Trustee.

(b) [The Holder is an "accrcdited investor", as defined in paragraphs (I), (2),

(3) or (7) of Rule 501, promulgated by thc Sccurities and Exchange Commission (the

"Commission") under the Securitics Act of 1933, as amended (the "Securities Act"), that

is also a Qualified Purchaser (as that tcrm is used in the Securitics Act).] [The Holder is a

"qualified institutional buyer" within the meaning of Rule 144A under the Securities Act

of 1933, as amended (the "Securities Act"), that is also a Qualified Purchaser (as that

term is used in the Securities Act), and is aware that the sale or transfer to it is being

Annex A

NY3:#74554g5
(c) The Holder understands that the offering and sale ofthe Class [A] [B][C]

Notes has not been and will not be registered under the Securities Act and has not and

will not be registered or qualified under any applicable "Blue Sky" law, and that the

offering and sale of the Class [A] [B][C] Notes has not been reviewed by, passed on or

submitted to any federal or state agency or commission, securities exchange or other

regulatory body.

(d) The Holder is acquiring an interest in Class [A] [B][C] Notes without a

view to any distribution, resale or other transfer thereof except, with respect to any

Class [A] [B][C] Note or any interest or participation therein, as contemplated in the

following sentence. The Holder will not resell or otherwise transfer any interest or

participation in the Class [A] [B][C] Notes, except in accordance with Annex A to the

Indenture and (i) in a transaction exempt from the registration requirements of the

Securities Act and applicable state securities or "blue sky" laws; (ii) to the Issuer or any

affiliate ofthe Issuer; or (iii) to a person who the Holder reasonably believes is a

"qualified institutional buyer" within the meaning of Rule 144A under the Securities Act

that is aware that the sale or other transfer is being made in reliance on Rule 144A and

acknowledges that it has received such information regarding the Issuer as such

transferee has requested pursuant to Rule 144A or has detern1ined not to request such

inforn1ation and that it is aware that the transferor is relying upon its foregoing

representations in order to claim the exemption from registration provided by Rule 144A.

In connection therewith, the Holder hereby agrees that it will not resell or otherwise

transfer the Class [A] [B][C] Notes or any interest therein unless the Holder thereof

provides to the addressee hereof a letter substantially in the form hereof.

(e) Either (a) the Holder is not, and will not acquire an interest in the

Class [A][B][C] Notes on behalf or with the assets of, an "Employee Benefit Plan" as

defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as

amended ("ERISA"), that is subject to Title I of ERISA any other "Plan" that is subject to

Section 4975(e)( 1) of the Internal Revenue Code of 1986, as amended (the "Code"), an

entity whose underlying assets include "Plan Assets" pursuant to 29 C.F.R. Section

2510.3-101 (as modified by Section 3(42) of ERISA) or a governmental, non-U.S.,

church or other plan which is subject to any federal, State, local or non-U.S. law that is

substantially similar to the provisions of Section 406 of ERISA or Section 4975 ofthe

Code ("Similar Law") or (b) the acquisition, holding and disposition of the Class [A]

[B][C] Notes (or any interest therein) by the Holder will not constitute or result in a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code

or, in the case of a governmental, non-U.S., church or other plan, a violation of any

Similar Law.

Annex A

NY3:#7455485
Very truly yours,

[NAME OF HOLDER]

By: _

Name:

Title:

Annex A

NY3:#7455485
FORM OF VARIABLE FUNDING CLASS A FLOATING RATE ASSET BACKED NOTE

Chrysler LB Receivables Trust, a statutory trust organized and existing under the laws of

the State of Delaware (including any pennitted successors and assigns, the "Issuer"), for value

received, hereby promises to pay [NAME], or registered assigns, the principal sum of (a)

$ or, if less, (b) the pro rata amount of the Class A Principal Balance payable to

[NAME], which amount shall be payable pursuant to the Indenture, dated as of January 14,2009

(the "Indenture"), among the Issuer and Deutsche Bank Trust Company Americas, as Indenture

Trustee (the "Indenture Trustee"); provided, however, that the entire unpaid principal amount of

this Class A Note shall be due and payable on the earlier of the Class A Final Payment Date and

the Redemption Date, if any, pursuant to Section 10.0 I of the Indenture. Capitalized tenns used

but not defined herein are defined in Annex X to the Sale and Servicing Agreement, dated as of

January 14, 2009, among the Issuer, Chrysler Balloon Depositor II LLC, as Depositor (the

"Depositor") and Chrysler Financial Services Americas LLC, as servicer ("CFSA").

The Issuer will pay interest on the outstanding principal amount of this Class A Note in

the amounts set forth in the Indenture until the principal of this Class A Note is paid or made

available for payment. Interest on this Class A Note will accrue for each Interest Accrual Periodand will be payable on each Payment Date or Interim Payment Date. The principal amount of

this Class A Note shall be subject to increases and decreases on any Business Day as set forth in

the Indenture, and accordingly, such principal amount is subject to prepayment at any time. The

principal amount of this Class A Note will be paid in installments on each Payment Date to the

extent funds are available for payment therefor pursuant to the Indenture. Such principal of and

interest on this Class A Note shall be paid in the manner specified on the reverse hereof.

The principal of and interest on this Class A Note are payable in such coin or currency of

the United States of America as at the time of payment is legal tender for payment of public and

private debts. All payments made by the Issuer with respect to this Class A Note shall be applied

first to interest due and payable on this Class A Note as provided above and then to the unpaid

principal of this Class A Note.

Reference is made to the further provisions of this Class A Note set forth on the reverse

hereof, which shall have the same effect as though fully set forth on the face of this Class A

Note.

Unless the certificate of authentication hereon has been executed by the Indenture Trustee

whose name appears below by manual signature, this Class A Note shall not be entitled to any

benefit under the Indenture, or be valid or obligatory for any purpose.

NY3:#7455485
NY3:#7455485

By: U.S. BANK TRUST NATIONAL

ASSOCIATION,

not in its individual capacity but solely as

Owner Trustee under the Trust Agreement

By:

Name:

Title:
Date: January 14, 2009 DEUTSCHE BANK TRUST COMPANY

AMERICAS, as Indenture Trustee

By:

Authorized Signatory

Class A Note -Indenture Trustee's Certificate ofAuthentication

NY3:#7455485
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Indenture Trustee and the Holders of the Class A Notes. The Class A Notes will be issued

together with the Issuer's Variable Funding Asset Backed Notes, Class B (herein called the

"Class B Notes") and the Issuer's Variable Funding Asset Backed Notes, Class C (herein called

the "Class C Notes"; together with the Class A Notes and the Class B Notes, the "Notes"). The

Notes are subject to all terms ofthe Indenture.

Subject to the subordination provisions of the Indenture, the Notes are and will be equally

and ratably secured by the Collateral pledged as security therefor as provided in the Indenture.

Principal of the Class A Notes will be payable on each Payment Date and, if the Class A

Notes have not been paid in full prior to the Class A Final Payment Date, on the Class A Final

Payment Date, in an amount described on the face hereof. "Payment Date" means the 17th day of

each month, or, if such day is not a Business Day, the immediately following Business Day,

commencing on March 17, 2009. The "Class A Final Payment Date" is the Payment Date

following the Collection Period which is sixty (60) months following the Effective Date.

"Interest Accrual Period" shall mean the period from and including the most recent

Payment Date on which interest has been paid (or, in the case of the tirst Payment Date, the

Initial Funding Date) to but excluding the following Payment Date.

As described above, the principal of this Class A Note shall be payable in the amounts

and at the times set forth in the Indenture, provided, however, the entire unpaid principal amount

of this Class A Note shall be due and payable on the Class A Final Payment Date.

Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and

payable on the date on which an Event of Default shall have occurred and be continuing and the

Indenture Trustee or the Majority Investors have declared the Notes to be immediately due and

payable in the manner provided in Section 5.02 of the Indenture. All principal payments on the

Class A Notes shall be made pro rata to the Class A Noteholders entitled thereto.

As provided by the Indenture, any installment of interest or principal payable on a

Class A Note that is punctually paid or duly provided for by the Issuer on the applicable Payment

Date (or Interim Payment Date) shall be paid to the Person in whose name such Class A Note (or

one or more Predecessor Notes) is registered on the Record Date by wire transfer in immediately

available funds to the account designated by such Person, and except for the final installment of

principal payablc with rcspect to such Class A Notc on a Payment Date (or Intcrim Payment

Date) (and exccpt for the Redemption Price for any Class A Note called for redemption pursuant

to Section 10.0 I of the Indenture) which shall be payable as provided below.

Any reduction in the principal amount of this Class A Note (or anyone or more

Predecessor Notes) effected by any payments made on any Payment Date, Interim Payment Date

or Redemption Date shall be binding upon all future Holders of this Class A Note and of any

NY3:#7455485
Redemption Date, as applicable, by notice mailed or transmitted by facsimile prior to suchPayment Date, Interim Payment Date or Redemption Date, as applicable, and the amount then

due and payable shalI be payable only upon presentation and surrender of this Note at the

Corporate Trust Office of the Indenture Trustee or at the office of the Indenture Trustee's agent

appointed for such purposes located in The City of New York.

The Issuer shall pay interest on overdue installments of interest at LlBOR plus 4% prior

to January 14,2010, and thereafter, at LlBOR plus 4.5%, to the extent lawful.

This Class A Note is nontransferable except in accordance with the Indenture.

As provided in the Indenture, the Servicer will be permitted at its option to purchase the

Trust Estate and to terminate the pledge of the Trust Estate as of the last day of any Collection

Period as of which the then outstanding Pool Balance is 10% or less of the Pool Balance

measured immediately after giving effect to the last Transfer. The purchase price for the Trust

Estate shall equal the aggregate Purchase Amount for the Pooled Receivables (including

defaulted Pooled Receivables), plus the appraised value of any such other property held by the

Issuer other than the Collection Account. In connection with an optional purchase by the

Servicer, the Notes wilI be redeemed on the Payment Date specified by the Servicer in whole,

but not in part, for the Redemption Price and thereupon the pledge of the Trust Estate shall be

discharged and released and the Trust Estate shall be returned to or upon the order of the

Depositor. The Redemption Price wilI equal an amount equal to the sum of (a) the Class A

Principal Balance plus accrued and unpaid interest thereon to and excluding the Redemption

Date, (b) the Class B Principal Balance plus accrued and unpaid interest thereon to and excluding

the Redemption Date, (c) the Class C Principal Balance plus accrued and unpaid interest thereon

to and excluding the Redemption Date and (d) all other amounts owing by the Issuer pursuant to

the Loan Agreement and the Note Purchase Agreement.

As provided in the Indenture and subject to certain limitations set forth therein and on the

face hereof, the transfer of this Class A Note may be registered on the Note Register upon

surrender of this Class A Note for registration of transfer at the office or agency designated by

the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument

of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or

such Holder's attorney duly authorized in writing, and thereupon one or more new Class A Notes

of authorized denominations and in the same aggregate principal amount wilI be issued to the

designated transferee or transferees. No service charge will be charged for any registration of

transfer or exchange of this Class A Note, but the transferor may be required to pay a sum

sufficient to cover any tax or other governmental charge that may be imposed in connection with

any such registration of transfer or exchange.

NY]:#7455485
of a beneficial interest in the Issuer, the Owner Trustee or the Indenture Trustee or of any

successor or assign of the Indenture Trustee or the Owner Trustee in its individual capacity,

except as any such Person may have expressly agreed and except that any such partner, owner or

beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid

consideration for stock, unpaid capital contribution or failure to pay any installment or call

owing to such entity.

The Class A Notes represent obligations of the Issuer only and do not represent interests

in, recourse to or obligations of the Seller, the Depositor, the Servicer or any of their respective

Affiliates.

Each Class A Noteholder, by acceptance of a Class A Note, hereby covenants and agrees

that it shall not institute against, or join any other Person in instituting against, the Depositor or

the Issuer any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or

other similar proceeding under the laws of the United States or any state of the United States for

one year and a day after the latest maturing Class A Note has been paid.

The Issuer has entered into the Indenture and this Class A Note is issued with the

intention that, for federal, State and local income, single business and franchise tax purposes, the

Notes will qualify as indebtedness secured by the Trust Estate. Each Class A Noteholder, by

acceptance of a Class A Note, agrees to treat the Notes for federal, State and local income, single

business and franchise tax purposes as indebtedness.

Prior to the due presentment for registration of transfer of this Class A Note, the Issuer,

the Indenture Trustee and any agent of the Issuer or the Indenture Trustee will treat the Person in

whose name this Class A Note (as of the day of determination or as ofsuch other date as may be

specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this

Class A Note be overdue, and none ofthe Issuer, the Indenture Trustee or any such agent shall be

affected by notice to the contrary.

The Indenture permits, with certain exceptions as therein provided, the amendment

thereof and the modification of the rights and obligations of the Issuer and the rights of the

Holders of the Notes under the Indenture at any time by the Issuer with the consent of the

Majority Investors. The Indenture also contains provisions permitting the Holders of Notes

representing specified percentages of the aggregate amount Outstanding of the Notes, on behalf

of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the

Indenture and certain past defaults under the Indenture and their consequences. Any such

consent or waiver by the Holder of this Class A Note (or anyone or more Predecessor Notes)

shall be conclusive and binding upon such Holder and upon all future Holders of this Class A

Note and of any Class A Note issued upon the registration of transfer hereof or in exchange

hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this

NY3:#7455485
Indenture.

The Class A Notes are issuable only in registered form in denominations as provided in

the Indenture, subject to certain limitations therein set forth.

THIS CLASS A NOTE AND THE INDENTURE SHALL BE CONSTRUED AND

INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK

WITHOUT REGARD TO ITS CONFLICTS OF LAW PRINCIPLES THAT WOULD CALL

FOR THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION, AND THE

OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER AND

THEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

No reference herein to the Indenture and no provision of this Class A Note or of the

Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional,

to pay the principal of and interest on this Class A Note at the times, place and rate, and in the

coin or currency herein prescribed.

Anything herein to the contrary notwithstanding, except as expressly provided in the

Program Documents, none of U.S. Bank Trust National Association in its individual capacity,

Deutsche Bank Trust Company Americas in its individual capacity, any owner of a beneficial

interest in the Issuer, or any of their respective partners, beneficiaries, agents, officers, directors,

employees or successors or assigns shall be personally liable for, nor shall recourse be had to any

of them for, the payment of principal of or interest on this Class A Note or performance of, or

omission to perform, any of the covenants, obligations or indemnifications contained in the

Indenture. The Holder of this Class A Note by its acceptance hereof agrees that, except as

expressly provided in the Program Documents, in the case of an Event of Default the Holder

shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom;

provided, however, that nothing contained herein shall be taken to prevent recourse to, and

enforcement against, the assets of the Issuer for any and all liabilities, obligations and

undertakings contained in the Indenture or in this Class A Note.

NY3:#7455485
(name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints

attorney, to

transfer said Note on the books kept for registration thereof, with full power ofsubstitution in the

premIses.

Dated: */

------------------

Signature Guaranteed:

*/

------------------

*/ NOTICE: The signature to this assignment must correspond with the name ofthe

registered owner as it appears on the face of the within Note in every particular, without

alteration, enlargement or any change whatever.

NY3:#7455485
FORM OF VARIABLE FUNDING CLASS B FLOATING RATE ASSET BACKED NOTE

Chrysler LB Receivables Trust, a statutory trust organized and existing under the laws of

the State of Delaware (including any penuitted successors and assigns, the "Issuer"), for value

received, hereby promises to pay [NAME], or registered assigns, the principal sum of (a)

$ or, if less, (b) the pro rata amount of the Class B Principal Balance payable to

[NAME], which amount shall be payable pursuant to the Indenture, dated as of January 14,2009

(the "Indenture"), among the Issuer and Deutsche Bank Trust Company Americas, as Indenture

Trustee (the "Indenture Trustee"); provided, however, that the entire unpaid principal amount of

this Class B Note shall be due and payable on the earlier of the Class B Final Payment Date and

the Redemption Date, if any, pursuant to Section 10.0 I of the Indenture. Capitalized tenus used

but not defined herein are defined in Annex X to the Sale and Servicing Agreement, dated as of

January 14, 2009, among the Issuer, Chrysler Balloon Depositor II LLC, as Depositor (the

"Depositor") and Chrysler Financial Services Americas LLC, as servicer ("CFSA").

The initial aggregate principal amount of this Class B Note shall be $15,000,000. On

January 16th of each year after the date hereof (up to and including January 16,2013) in which

this Class B Note remains outstanding the aggregate principal amount of this Class B Note shall

be increased by an additional $15,000,000 automatically and without any further action by any

Person.

The Issuer will pay interest on the outstanding principal amount of this Class B Note in

the amounts set forth in the Indenture until the principal of this Class B Note is paid or made

available for payment. Interest on this Class B Note will accrue for each Interest Accrual Period

and will be payable on each Payment Date or Interim Payment Date. The principal amount of

this Class B Note shall be subject to increases and decreases on any Business Day as set forth inthe Indenture, and accordingly, such principal amount is subject to prepayment at any time. The

principal amount of this Class B Note will be paid in installments on each Payment Date to the

extent funds are available for payment therefor pursuant to the Indenture. Such principal of and

interest on this Class B Note shall be paid in the manner specified on the reverse hereof.

The principal of and interest on this Class B Note are payable in such coin or currency of

the United States of America as at the time of payment is legal tender for payment of public and

private debts. All payments made by the Issuer with respect to this Class B Note shall be applied

first to interest due and payable on this Class B Note as provided above and then to the unpaid

principal of this Class B Note.

Reference is made to the further provisions of this Class B Note set forth on the reverse

hereof, which shall have the same effect as though fully set forth on the face of this Class B

Note.

NY3:#7455485
NY3:#7455485
NY3:#7455485

By: U.S. BANK TRUST NATIONAL

ASSOCIATION,

not in its individual capacity but solely as

Owner Trustee under the Trust Agreement

By:

----------------

Name:

Title:
Date: January 14, 2009 DEUTSCHE BANK TRUST COMPANY

AMERICAS, as Indenture Trustee

By:

Authorized Signatory

Class B Note - Indenture Trustee '.'I Certijicate ofAuthentication

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Indenture Trustee and the Holders of the Class B Notes. The Class B Notes wilI be issued

together with the Issuer's Variable Funding Asset Backed Notes, Class A (herein calIed the

"Class A Notes") and the Issuer's Variable Funding Asset Backed Notes, Class C (herein calIed

the "Class C Notes"; together with the Class A Notes and the Class B Notes, the "Notes"). The

Notes are subject to all terms of the Indenture.

Subject to the subordination provisions ofthe Indenture, the Notes are and will be equalIy

and ratably secured by the Collateral pledged as security therefor as provided in the Indenture.

Principal of the Class B Notes wilI be payable on each Payment Date and, if the Class B

Notes have not been paid in fulI prior to the Class B Final Payment Date, on the Class B Final

Payment Date, in an amount described on the face hereof. "Payment Date" means the 17th day of

each month, or, if such day is not a Business Day, the immediately following Business Day,

commencing on March 17, 2009. The "Class B Final Payment Date" is the Payment Date

folIowing the Collection Period which is sixty (60) months following the Effective Date.

"Interest Accrual Period" shall mean the period from and including the most recent

Payment Date on which interest has been paid (or, in the case of the first Payment Date, the

Initial Funding Date) to but excluding the following Payment Date.

As described above, the principal of this Class B Note shall be payable in the amounts

and at the times set forth in the Indenture, provided, however, the entire unpaid principal amount

of this Class B Note shall be due and payable on the Class B Final Payment Date.

Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and

payable on the date on which an Event of Default shalI have occurred and be continuing and the

Indenture Trustee or the Majority Investors have declared the Notes to be immediately due and

payable in the manner provided in Section 5.02 of the Indenture. AlI principal payments on the

Class B Notes shall be made pro rata to the Class B Noteholders entitled thereto.

As provided by the Indenture, any installment of interest or principal payable on a

Class B Note that is punctualIy paid or duly provided for by the Issuer on the applicable Payment

Date (or Interim Payment Date) shall be paid to the Person in whose name such Class B Note (or

one or more Predecessor Notes) is registered on the Record Date by wire transfer in immediately

available funds to the account designated by such Person, and except for the final installment of

principal payable with respect to such Class B Note on a Payment Date (or Interim Payment

Date) (and except for the Redemption Price for any Class B Note called for redemption pursuant

to Section 10.01 of the Indenture) which shall be payable as provided below.

Any reduction in the principal amount of this Class B Note (or anyone or more

Predecessor Notes) effected by any payments made on any Payment Date, Interim Payment Date

or Redemption Date shall be binding upon all future Holders of this Class B Note and of any

NY3:#7455485
Redemption Date, as applicable, by notice mailed or transmitted by facsimile prior to suchPayment Date, Interim Payment Date or Redemption Date, as applicable, and the amount then

due and payable shall be payable only upon presentation and surrender of this Note at the

Corporate Trust Office of the Indenture Trustee or at the office of the Indenture Trustee's agent

appointed for such purposes located in The City of New York.

The Issuer shall pay interest on overdue installments of interest at LIBOR plus 4% prior

to January 14,2010, and thereafter, at LIBOR plus 4.5%, to the extent lawful.

This Class B Note is nontransferable except in accordance with the Indenture.

As provided in the Indenture, the Servicer will be pern1itted at its option to purchase the

Trust Estate and to terminate the pledge of the Trust Estate as of the last day of any Collection

Period as of which the then outstanding Pool Balance is 10% or less of the Pool Balance

measured immediately after giving etTect to the last Transfer. The purchase price for the Trust

Estate shall equal the aggregate Purchase Amount for the Pooled Receivables (including

defaulted Pooled Receivables), plus the appraised value of any such other property held by the

Issuer other than the Collection Account. In connection with an optional purchase by the

Servicer, the Notes will be redeemed on the Payment Date specified by the Servicer in whole,

but not in part, for the Redemption Price and thereupon the pledge of the Trust Estate shall be

discharged and released and the Trust Estate shall be returned to or upon the order of the

Depositor. The Redemption Price will equal an amount equal to the sum of (a) the Class A

Principal Balance plus accrued and unpaid interest thereon to and excluding the Redemption

Date, (b) the Class B Principal Balance plus accrued and unpaid interest thereon to and excluding

the Redemption Date, (c) the Class C Principal Balance plus accrued and unpaid interest thereon

to and excluding the Redemption Date and (d) all other amounts owing by the Issuer pursuant to

the Loan Agreement and the Note Purchase Agreement.

As provided in the Indenture and subject to certain limitations set forth therein and on the

face hereof, the transfer of this Class B Note may be registered on the Note Register upon

sUITender of this Class B Note for registration of transfer at the office or agency designated by

the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument

of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or

such Holder's attorney duly authorized in writing, and thereupon one or more new Class B Notcs

of authorizcd denominations and in the same aggregate principal amount will be issued to the

designated transferee or transferees. No service charge will be charged for any registration of

transfer or exchange of this Class B Note, but the transferor may be required to pay a sum

sufficient to cover any tax or other governmental charge that may be imposed in connection with

any such registration of transfer or exchange.

NY3:#74554X5
of a beneficial interest in the Issuer, the Owner Trustee or the Indenture Trustee or of any

successor or assign of the Indenture Trustee or the Owner Trustee in its individual capacity,

except as any such Person may have expressly agreed and except that any such partner, owner or

beneficiary shall be fully Iiable, to the extent provided by applicable law, for any unpaid

consideration for stock, unpaid capital contribution or failure to pay any installment or call

owing to such entity.

The Class B Notes represent obligations of the Issuer only and do not represent interests

in, recourse to or obligations of the Seller, the Depositor, the Servicer or any of their respective

Affiliates.

Each Class B Noteholder, by acceptance of a Class B Note, hereby covenants and agrees

that it shall not institute against, or join any other Person in instituting against, the Depositor or

the Issuer any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or

other similar proceeding under the laws of the United States or any state of the United States for

one year and a day after the latest maturing Class B Note has been paid.

The Issuer has entered into the Indenture and this Class B Note is issued with the

intention that, for federal, State and local income, single business and franchise tax purposes, the

Notes will qualify as indebtedness secured by the Trust Estate. Each Class B Noteholder, by

acceptance of a Class B Note, agrees to treat the Notes for federal, State and local income, single

business and franchise tax purposes as indebtedness.

Prior to the due presentment for registration of transfer of this Class B Note, the Issuer,

the Indenture Trustee and any agent of the Issuer or the Indenture Trustee will treat the Person in

whose name this Class B Note (as of the day of detennination or as ofsuch other date as may be

specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this

Class B Note be overdue, and none of the Issuer, the Indenture Trustee or any such agent shall be

affected by notice to the contrary.

The Indenture pennits, with certain exceptions as therein provided, the amendment

thereof and the modification of the rights and obligations of the Issuer and the rights of the

Holders of the Notes under the Indenture at any time by the Issuer with the consent of the

Majority Investors. The Indenture also contains provisions permitting the Holders of Notes

representing specified percentages of the aggregate amount Outstanding of the Notes, on behalf

of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the

Indenture and certain past defaults under the Indenture and their consequences. Any such

consent or waiver by the Holder of this Class B Note (or anyone or more Predecessor Notes)

shall be conclusive and binding upon such Holder and upon all future Holders of this Class B

Note and of any Class B Note issued upon the registration of transfer hereof or in exchange

hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this

NY3:#7455485
The Class B Notes are issuable only in registered form in denominations as provided in

the Indenture, subject to certain limitations therein set forth.

THIS CLASS B NOTE AND THE INDENTURE SHALL BE CONSTRUED AND

INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK

WITHOUT REGARD TO ITS CONFLICTS OF LAW PRINCIPLES THAT WOULD CALL

FOR THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION, AND THE

OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER AND

THEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

No reference herein to the Indenture and no provision of this Class B Note or of the

Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional,

to pay the principal of and interest on this Class B Note at the times, place and rate, and in the

coin or currency herein prescribed.

Anything herein to the contrary notwithstanding, except as expressly provided in the

Program Documents, none of U.S. Bank Trust National Association in its individual capacity,

Deutsche Bank Trust Company Americas in its individual capacity, any owner of a beneficial

interest in the Issuer, or any of their respective partners, beneficiaries, agents, officers, directors,

employees or successors or assigns shall be personally liable for, nor shall recourse be had to any

of them for, the payment of principal of or interest on this Class B Note or performance of, or

omission to perfOlm, any of the covenants, obligations or indemnifications contained in the

Indenture. The Holder of this Class B Note by its acceptance hereof agrees that, except as

expressly provided in the Program Documents, in the case of an Event of Default the Holder

shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom;

provided, however, that nothing contained herein shall be taken to prevent recourse to, and

enforcement against, the assets of the Issuer for any and all liabilities, obligations and

undertakings contained in the Indenture or in this Class B Note.

NY3:#7455485
(name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints

attorney, to

transfer said Note on the books kept for registration thereof, with full power ofsubstitution in the

premIses.

Dated:

----------- ------------------

------------------

*/ NOTICE: The signature to this assignment must correspond with the name ofthe

registered owner as it appears on the face of the within Note in every particular, without

alteration, enlargement or any change whatever.

NY3:#7455485
OV

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AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION PROVISIONS. THE

TRANSFER OF THIS NOTE IS SUBJECT TO CERTAlN CONDITIONS SET FORTH IN

THE INDENTURE REFERRED TO HEREIN.

THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF COVENANTS

AND AGREES THAT IT WILL NOT AT ANY TIME INSTITUTE AGAINST THE ISSUER

OR CHRYSLER BALLOON DEPOSITOR II LLC, OR JOIN IN ANY INSTITUTION

AGAINST THE ISSUER OR CHRYSLER BALLOON DEPOSITOR II LLC OF, ANY

BANKRUPTCY PROCEEDINGS UNDER ANY UNITED STATES FEDERAL OR STATE

BANKRUPTCY OR SIMILAR LAW IN CONNECTION WITH ANY OBLIGATIONS

RELATING TO THE NOTES OR THE INDENTURE.

THE HOLDER OF THIS NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH

HOLDER OF A BENEFICIAL INTEREST IN THIS NOTE, BY THE ACQUISITION OF ABENEFICIAL INTEREST THEREIN, AGREE TO TREAT THE NOTES AS

INDEBTEDNESS OF CHRYSLER BALLOON DEPOSITOR II LLC FOR APPLICABLE

FEDERAL, STATE AND LOCAL INCOME AND FRANCHISE TAX LAW AND FOR

PURPOSES OF ANY OTHER TAX IMPOSED ON OR MEASURED BY INCOME.

THE CLASS C NOTES MAY ONLY BE PURCHASED BY AND TRANSFERRED

TO U.S. TRANSFEREES. IN ADDITION, A TRANSFER OF A CLASS C NOTE WILL BE

PROHIBITED IF SUCH NOTE, OR INTERESTS THEREIN, IS OR BECOMES TRADABLE

ON A UNITED STATES NATIONAL, REGIONAL OR LOCAL SECURITIES EXCHANGE,

A FOREIGN SECURITIES EXCHANGE OR AN INTERDEALER QUOTATION SYSTEM

THAT REGULARLY DISSEMINATES FIRM BUY OR SELL QUOTATIONS BY

IDENTIFIED BROKERS OR DEALERS (INCLUDING, WITHOUT LIMITATION, THE

NATIONAL ASSOCIATION OF SECURITIES DEALERS AUTOMATED QUOTATION

SYSTEM). THE NOTE REGISTRAR SHALL NOT REGISTER THE TRANSFER OF ANY

CLASS C NOTE IF THE ISSUER OR THE NOTE REGISTRAR DETERMINES THAT,

AFTER GIVING EFFECT TO SUCH TRANSFER, THE TOTAL NUMBER OF TARGETED

HOLDERS WOULD EXCEED 90. FOR SUCH PURPOSES, A "TARGETED HOLDER"

MEANS EACH HOLDER OF A RIGHT TO RECEIVE PAYMENTS WITH RESPECT TO A

CLASS C NOTE OR A CERTIFICATE; PROVIDED THAT ANY PERSON HOLDING

MORE THAN ONE INTEREST, EACH OF WHICH WOULD CAUSE SUCH PERSON

HOLDING ONE OR MORE INTEREST TO BE A TARGETED HOLDER, SHALL BE

TREATED AS A SINGLE TARGETED HOLDER. ADDITIONALLY, FOR PURPOSES OF

DETERMINING THE NUMBER OF TARGETED HOLDERS, A PERSON (A "BENEFICIAL

OWNER") OWNING AN INTEREST IN AN ENTITY TREATED FOR U.S. FEDERAL

INCOME TAX PURPOSES AS AN INTEREST IN A PARTNERSHIP, GRANTOR TRUST

OR S CORPORATION (A "FLOW-THROUGH ENTITY") THAT OWNS DIRECTLY, OR

NY3:#74554gS
INTEREST IN THE ISSUER AND (B) A PRINCIPAL PURPOSE IN USING THE TIERED

ARRANGEMENT IS TO PERMIT THE ISSUER TO HAVE NOT MORE THAN 90

TARGETED HOLDERS.

BY ACCEPTING AN INTEREST IN THIS NOTE, EACH OWNER OR HOLDER OF

SUCH INTEREST SHALL BE DEEMED TO REPRESENT THAT EITHER (A) IT IS NOT

ACQUIRING SUCH INTEREST WITH THE ASSETS OF AN "EMPLOYEE BENEFIT

PLAN" SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF

1974, AS AMENDED ("ERISA"), A "PLAN" SUBJECT TO SECTION 4975(e)(l) OF THE

INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), AN ENTITY

DEEMED TO HOLD "PLAN ASSETS" OF ANY OF THE FOREGOING BY REASON OF

INVESTMENT BY AN "EMPLOYEE BENEFIT PLAN" OR "PLAN" IN SUCH ENTITY, OR

A GOVERNMENTAL, NON-U.S., CHURCH OR OTHER PLAN SUBJECT TO

APPLICABLE LAW THAT IS SUBSTANTIALLY SIMILAR TO THE FIDUCIARY

RESPONSIBILITY PROVISIONS OF ERISA AND/OR SECTION 4975 OF THE CODE OR

(B) ITS PURCHASE AND HOLDING OF SUCH INTEREST WILL NOT RESULT IN A

NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE

CODE (OR, IN THE CASE OF A GOVERNMENTAL, NON-U.S., CHURCH OR OTHER

PLAN, A VIOLATION OF ANY SUBSTANTIALLY SIMILAR APPLICABLE LAW).

NY3:#7455485
Chrysler LB Receivables Trust, a statutory trust organized and existing under the laws of

the State of Delaware (including any permitted successors and assigns, the "Issuer"), for value

received, hereby promises to pay [NAME], or registered assigns, the principal sum of (a)

if less, (b) the pro rata amount of the Class C Principal Balance payable to

[NAME], which amount shall be payable pursuant to the Indenture, dated as ofJanuary 14, 2009

(the "Indenture"), among the Issuer and Deutsche Bank Trust Company Americas, as Indenture

Trustee (the "Indenture Trustee"); provided, however, that the entire unpaid principal amount of

this Class C Note shall be due and payable on the earlier of the Class C Final Payment Date and

the Redemption Date, if any, pursuant to Section 10.01 of the Indenture. Capitalized terms used

but not defined herein are defined in Almex X to the Sale and Servicing Agreement, dated as of

January 14, 2009, among the Issuer, Chrysler Balloon Depositor II LLC, as Depositor (the

"Depositor") and Chrysler Financial Services Americas LLC, as servicer ("CFSA").

The Issuer will pay interest on the outstanding principal amount of this Class C Note in

the amounts set forth in the Indenture until the principal of this Class C Note is paid or made

available for payment. Interest on this Class C Note will accrue for each Interest Accrual Period

and will be payable on each Payment Date or Interim Payment Date. The principal amount of

this Class C Note shall be subject to increases and decreases on any Business Day as set forth in

the Indenture, and accordingly, such principal amount is subject to prepayment at any time. The

principal amount of this C1.ass C Note will be paid in installments on each Payment Date to the

extent funds are available for payment therefor pursuant to the Indenture. Such principal of and

interest on this Class C Note shall be paid in the manner specified on the reverse hereof.

The principal of and interest on this Class C Note are payable in such coin or currency of

the United States of America as at the time of payment is legal tender for payment of public and

private debts. All payments made by the Issuer with respect to this Class C Note shall be applied

first to interest due and payable on this Class C Note as provided above and then to the unpaid

principal ofthis Class C Note.

Reference is made to the further provisions of this Class C Note set forth on the reverse

hereof, which shall have the same effect as though fully set forth on the face of this Class C

Note.

Unless the certificate of authentication hereon has been executed by the Indenture Trustee

whose name appears below by manual signature, this Class C Note shall not be entitled to any

benefit under the Indenture, or be valid or obligatory for any purpose.

NY3:#74554X5
NY3:#7455485

By: U.S. BANK TRUST NATIONAL

ASSOCIATION,

not in its individual capacity but solely as

Owner Trustee under the Trust Agreement

By:

Name:

Title:
NY3:#7455485

By:

----------------

Authorized Signatory
Indenture Trustee and the Holders of the Class C Notes. The Class C Notes will be issued

together with the Issuer's Variable Funding Asset Backed Notes, Class A (herein called the

"Class A Notes") and the Issuer's Variable Funding Asset Backed Notes, Class B (herein called

the "Class B Notes"; together with the Class A Notes and the Class C Notes, the "Notes"). The

Notes are subject to all terms of the Indenture.

Subject to the subordination provisions of the Indenture, the Notes are and will be equally

and ratably secured by the Collateral pledged as security therefor as provided in the Indenture.

Principal of the Class C Notes will be payable on each Payment Date and, if the Class C

Notes have not been paid in full prior to the Class C Final Payment Date, on the Class C Final

Payment Date, in an amount described on the face hereof. "Payment Date" means the 17th day of

each month, or, if such day is not a Business Day, the immediately following Business Day,

commencing on March 17, 2009. The "Class C Final Payment Date" shall have the meaning

given to such term in the Note Purchase Agreement, provided that in no event shall the Class C

Final Payment Date be prior to the Class B Final Payment Date, which is the Payment Date

following the Collection Period which is 60 months following the Effective Date.

"Note Purchase Agreement" shall mean any Note Purchase Agreement entered into by

the Issuer and any or all of the Depositor, CFSA as servicer or seller and the financial institutions

party thereto, in connection with the issuance of the Class C Notes as from time to time

amended, supplemented or otherwise modified.

"Interest Accrual Period" shall mean the period from and including the most recent

Payment Date on which interest has been paid (or, in the case of the first Payment Date, the

Initial Funding Date) to but excluding the following Payment Date.

As described above, the principal of this Class C Note shall be payable in the amounts

and at the times set forth in the Indenture, provided, however, the entire unpaid principal amount

of this Class C Note shall be due and payable on the Class C Final Payment Date.

Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and

payable on the date on which an Event of Default shall have occurred and be continuing and the

Indenture Trustee or the Majority Investors have declared the Notes to be immediately due and

payable in the manner provided in Section 5.02 of the Indenture. All principal payments on the

Class C Notes shall be made pro rata to the Class C Noteholders entitled thereto.

As provided by the Indenture, any installment of interest or principal payable on a

Class C Note that is punctually paid or duly provided for by the Issuer on the applicable Payment

Date (or Interim Payment Date) shall be paid to the Person in whose name such Class C Note (or

one or more Predecessor Notes) is registered on the Record Date by wire transfer in immediately

available funds to the account designated by such Person, and except for the final installment of

NY3:#7455485
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Class C Note issued upon the registration of transfer hereof or in exchange hereof or in heu

hereof, whether or not noted hereon. If funds are expected to be available, as provided in the

Indenture, for payment in full of the then remaining unpaid principal amount of this Class C

Note on a Payment Date, Interim Payment Date or a Redemption Date, then the Indenture

Trustee, in the name of and on behalf of the Issuer, will notifY the Person who was the registered

holder hereof as of the Record Date preceding such Payment Date, Interim Payment Date or

Redemption Date, as applicable, by notice mailed or transmitted by facsimile prior to such

Payment Date, Interim Payment Date or Redemption Date, as applicable, and the amount then

due and payable shall be payable only upon presentation and surrender of this Note at the

Corporate Trust Office of the Indenture Trustee or at the office of the Indenture Trustee's agent

appointed for such purposes located in The City of New York.

The Issuer shall pay interest on overdue installments of interest at LIBOR plus 4% prior

to January 14,2010, and thereafter, at LIBOR plus 4.5%, to the extent lawful.

This Class C Note is nontransferable except in accordance with the Indenture.

As provided in the Indenture, the Servicer will be pennitted at its option to purchase the

Trust Estate and to tenninate the pledge of the Trust Estate as of the last day of any Collection

Period as of which the then outstanding Pool Balance is 10% or less of the Pool Balance

measured immediately after giving effect to the last Transfer. The purchase price for the Trust

Estate shall equal the aggregate Purchase Amount for the Pooled Receivables (including

defaulted Pooled Receivables), plus the appraised value of any such other property held by the

Issuer other than the Collection Account In connection with an optional purchase by the

Servicer, the Notes will be redeemed on the Payment Date specified by the Servicer in whole,

but not in part, for the Redemption Price and thereupon the pledge of the Trust Estate shall be

discharged and released and the Trust Estate shall be returned to or upon the order of the

Depositor. The Redemption Price will equal an amount equal to the sum of (a) the Class A

Principal Balance plus accrued and unpaid interest thereon to and excluding the Redemption

Date, (b) the Class C Principal Balance plus accrued and unpaid interest thereon to and excluding

the Redemption Date, (c) the Class C Principal Balance plus accrued and unpaid interest thereon

to and excluding the Redemption Date and (d) all other amounts owing by the Issuer the pursuant

to the Loan Agreement and the Note Purchase Agreement.

As provided in the Indenture and subject to certain limitations set forth therein and on the

face hereof, the transfer of this Class C Note may be registered on the Note Register upon

surrender of this Class C Note for registration of transfer at the office or agency designated by

the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument

of transfer in fonn satisfactory to the Indenture Trustee duly executed by, the Holder hereof or

such Holder's attorney duly authorized in writing, and thereupon one or more new Class C Notes

NY3:#7455485
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recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the

Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or

other writing delivered in connection therewith, against (i) the Indenture Trustee or the Owner

Trustee in its individual capacity, or (ii) any partner, owner, beneficiary, agent, officer, director

or employee of the Indenture Trustee or the Owner Trustee in its individual capacity, any holder

of a beneficial interest in the Issuer, the Owner Trustee or the Indenture Trustee or of any

successor or assign of the Indenture Trustee or the Owner Trustee in its individual capacity,

except as any such Person may have expressly agreed and except that any such partner, owner or

beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid

consideration for stock, unpaid capital contribution or failure to pay any installment or call

owing to such entity.

The Class C Notes represent obligations of the Issuer only and do not represent interests

in, recourse to or obligations of the Seller, the Depositor, the Servicer or any of their respective

Affiliates.

Each Class C Noteholder, by acceptance of a Class C Note, hereby covenants and agrees

that it shall not institute against, or join any other Person in instituting against, the Depositor or

the Issuer any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or

other similar proceeding under the laws of the United States or any state of the United States for

one year and a day after the latest maturing Class C Note has been paid.

The Issuer has entered into the Indenture and this Class C Note is issued with the

intention that, for tederal, State and local income, single business and franchise tax purposes, the

Notes will qualify as indebtedness secured by the Trust Estate. Each Class C Noteholder, by

acceptance of a Class C Note, agrees to treat the Notes for federal, State and local income, single

business and franchise tax purposes as indebtedness.

Prior to the due presentment for registration of transfer of this Class C Note, the Issuer,

the Indenture Trustee and any agent of the Issuer or the Indenture Trustee will treat the Person inwhose name this Class C Note (as of the day of determination or as ofsuch other date as may be

specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this

Class C Note be overdue, and none of the Issuer, the Indenture Trustee or any such agent shall be

affected by notice to the contrary.

The Indenture permits, with certain exceptions as therein provided, the amendment

thereof and the modification of the rights and obligations of the Issuer and the rights of the

Holders of the Notes under the Indenture at any time by the Issuer with the consent of the

Majority Investors. The Indenture also contains provisions permitting the Holders of Notes

representing specified percentages of the aggregate amount Outstanding of the Notes, on behalf

NY3:#74554X5
Class C Note. The Indenture also permits the Issuer and the Indenture Trustee to amend or

waive certain temlS and conditions set forth in the Indenture without the consent of Holders of

the Notes issucd thereunder.

The Issucr is permitted by the Indenture, under certain circumstances, to merge or

consolidate, subject to the rights of the Indenture Trustee and the Holders of Notes under the

Indenture.

The Class C Notes are issuable only in registered form in denominations as provided in

the Indenture, subject to certain limitations therein set forth.

THIS CLASS C NOTE AND THE INDENTURE SHALL BE CONSTRUED IN

ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD

TO ITS CONFLICTS OF LAW PRINCIPLES THAT WOULD CALL FOR THE

APPLICATION OF THE LAW OF ANY OTHER JURISDICTION, AND THE

OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HERElJNDER AND

THEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

No reference herein to the Indenture and no provision of this Class C Note or of the

Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional,

to pay the principal of and interest on this Class C Note at the times, place and rate, and in the

coin or currency herein prescribed.

Anything herein to the contrary notwithstanding, except as expressly provided in the

Program Documents, none of U.S. Bank Trust National Association in its individual capacity,

Deutsche Bank Trust Company Americas in its individual capacity, any owner of a beneficial

interest in the Issuer, or any of their respective partners, beneficiaries, agents, officers, directors,

employees or successors or assigns shall be personally liable for, nor shall recourse be had to any

of them for, the payment of principal of or interest on this Class C Note or performance of, or

omission to perfoml, any of the covenants, obligations or indemnifications contained in the

Indenture. The Holder of this Class C Note by its acceptance hereof agrees that, except as

expressly provided in the Program Documents, in the ease of an Event of Default the Holder

shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom;

provided, however, that nothing contained herein shall be taken to prevent recourse to, and

enforcement against, the assets of the Issuer for any and all liabilities, obligations and

undertakings contained in the Indenture or in this Class C Note.

NY3:#7455485
(name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints

attorney, to

transfer said Note on the books kept for registration with full power ofsubstitution in the

premises.

Dated: */

------------------

Signature Guaranteed:

------------------

*/ NOTICE: The signature to this assignment must correspond with the name of the

registered owner as it appears on the face of the within Note in every particular, without

alteration, enlargement or any change whatever.

NY3:#7455485
Indenture, dated as ofJanuary 14, 2009, (as amended, supplemented or otherwise modified from

time to time, the "Indenture"), among CHRYSLER LB RECEIVABLES TRUST, a Delaware

statutory trust (the "Issuer") and DEUTSCHE BANK TRUST COMPANY AMERlCAS, a New

York banking corporation, as Indenture Trustee and not in its individual capacity (the "Indenture

Trustee"). Unless otherwise defined, capitalized terms used herein shall have the meanings

ascribed thereto in the Indenture.

The undersigned Issuer hereby requests the Indenture Trustee to release from the

lien of the Indenture (the "Release") the Pooled Receivables identified in Schedule I attached

hereto and all Related Property with respect thereto as of the close of business on [ ]I

(the "Release Cutoff Date") upon the payment of $[] (the "Release Price") on [ ] (the

"Release Date"). The Release Price is equal to the aggregate Principal Balance of the Pooled

Receivables that are the subject of this Release Request as of the close of business on the Release

Cutoff Date plus the interest on each such Pooled Receivable at a rate per annum equal to the

APR of such Pooled Receivable for the period from and including the Payment Date

immediately preceding the Release Date to but excluding the Release Date. The Indenture

Trustee is hereby directed to transfer such Collateral as set forth on Schedule II hereto.

Insert the last day of the Collection Period immediately preceding the Release Date.

NY3:#74554X5
By: U.S. Bank Trust National Association,

not in its individual capacity but solely as

Owner Trustee on behalf ofthe Issuer

By:

Name:

Title:

NY3:#7455485
NY3:#7455485
NY3:#7455485
NY3:# 7455485E-I


Chrysler LB Rcci:ivablcs Trust, a statutory trust organized and existing Ul1l e laws of

the State of Ddaware (including any pcnnittcd successors and assigns, the ). for value

received, hereby promises to pay UNiTED STATES DEPARTMENT OF THE TR', 'URY, or

registered assigns, the principal sum of (a) $1,500,000,000 or, if " Lc pro m mount 'Jf

the Cbss A Principal Balance payable to eNrrED STATES" P .

TREASUR'{, which amount shall be payahle pursuant to the Indenture, da

2009 (the "Indenture"'), among the Issuer and Deut·· a rust Company

Indenture Trustee (the "!jldenture Tru51e9"): provisl tha the entire unpaid' I n

amount ofrhis Class A Note shall be due and pa :bl n tht: 'arll (l the Class A Final p. . 1

Date and the Redemption Date, if any, purs t 'celi n 10,01 vf he Indenture. Capitan d

terms used but not defined herein arc define nncx X tu th 'I and Servicing Agreement,

dated as ofJanuary 14,2009, among the Issue, I 'h:r Ball n ,positor II LLC. as Depositor

(the andChryslcr Financial , as servicer

The principal of and inter - i ass A Note arc payable in such coin or cuneney of

e United States of .. a as at the time of payment is legal tender for payment of public and

Jl'ivate debts. All paym n [lade by the Issuer with respect to this Class A Note shaH be applied

I 't to interest due and·" ble on this Cbss A Notc as provided above and thcn to the unpaid

on'ipal of tbis Class A. J

h.::rcof,

(0 the further provisions of this Class A Notc set t(.)flb on the reverse

'c the same effed as though rully set forth n!1 the face of this Class A

Unless the certificate of authentication hereon has been executed by the Indenture Trustee

name appears below by manual signature. this Class A Note shall not be entitled to any

benefit under the Indenture, or be valid or obligatory for any purpose.
By: U.S. BANK TRUST NATIONAL

ASSOCIATION,

not in its individual capacity but soleI

Owner Trustee un.j rust Agreem

By:
Date: January 1'1, 2009 DEUTSCHE BANK TRUST COtvlP/

ArvlERlCAS, as Indenture Trustee

By:
Indenture Trustee and the 1101ders of the Class A Notes. 'rhe Class A Notes' U be issU\xl

together with the Issuer's Variable Funding Asset Backed Notes, Class B ailed the

and the Issuer's Variable Fumling Asset Backed Notes, Class C C "in called

the together with the Class A Notes and the B Notes, the '\ l' s"), The

Notes subject to all terms ofthe Indenture.

Subjcd to the sub()rdination pmvisions of the lndentw: '

and ratably secured by the Collateral pledged as securir l' f", r

Principal of the Class A Noks \viil he pi.. It Date and, if the

:.Jows have not been paid in full prior to the ate, on the Class A 11 i

J Payment Date, 'b d h' " h . 1 f' in an amount (esen e on t e means tel ( (ay 0

each month, or, if such day is not a Business ly following Business Day,

commencing on Mareh 17, 2009. The ·'Class. F=:o;';.:.ll:-=-==-=..:..:..:c.t-=D::..i"",it=e" is the Payment Date

tClllowing the Collection Period . . ty (60) mo. .' lowing the Effective Date.

and including the most recent

of the first Payment Date, the

As described a . the principal (l!" \hl . A Notc shall be payable in the amounts

and at the times set fCH the lndemure. prm IlJC )wever. the entire unpaid principal amount

of t'· Note 0' JUI: :mJ P<I' 011 the Class A Final Payment Date.

'n<n . " he torCh . Ie • unp' n neipa! amount of the Notes shall be due and

,Ie on the date on whicl n . d. shall have occurn:d and be continuing and the

cnturc Trustee or the MajOr! J J • ve declared the Notes to be immediately due and

yable in the rnanner pr 'ded in Section 5.02 of the Indenture. All principal payments on the

ass A Notes shall be 11' pro rata to the Ciass A Noteholders entitled thereto,

As providell by th . Indenture. any installment of interest or principal payable on a

(. \ Nl)tc that is plm t By p:.Iid or duly provided for by the Issuer on the applicable Payment

l)at I i'l,::,rim Pny l ate) shall be paid to the Person in whose name slidl Class ;\ Note (or

one or . H f'r lr Notes) is registered on the Record Date by wire transfer in immcJiatdy

available tun , W 1'1'1e account designated by such Person, and except the tinal instalhnent of

principal payable with rcsped to such Class A Note on a Payment Date (or Interim Payment

Date) (and except tor the Redemption Price any Class A Notc called tlH redemption pursuant

to Section 10.01 ofthe Indenture) ,vhich shall he payable as provided below,

Any rcductJOn Jl) the principal amount of this Class A Note (or :my one or more

Predecessor Noks) cftect<:d by any payments maue on any Payment Date, Interim Payment Dati:

or Rcdemptlul1 Date shall he binding upon aH hltureHolders of this Class A \lore and of any
, (/'0 plior The Issuer shall pay interest on overdue insullmcnts of inter!:, to Janu;lry 14. 2UIO, and thercatkr, at LlBOR plus 4.5%, t' 1 .~ 'tent lawfuL

y 

ansmitted by facsimile r to such Payment Date, Interim Payment Date or Redemption Date, as applicable, and th~ . lHmt th<:n due aml payable shall bc payable only upon presentation and surrender of thi )te at the Corporate Trust Office of the Indenture Trustee or at the nfficc of the Indenture T e's agent appointed l(Jr sUl.:h purposes located in Th..: City of t\cw York.

This Class A Note is nonlnmsfcrab!e except m . ordiln

, its option to purchast;~ iC

last day of any C:oHection

As prtl\idcd in tI e hk~nture and subject to certain limitations set forth therein and on the 11('[c(1C thc transkt . this Class A Note may be registered on the Note Register upon lte for registration of transfer at the office or agency designated by til' . ' 'cr pursuant to t.: ndenture, duly endorsed by, or accompanied by a written instrument I,f L· <lctory to the Indenture Trustee duly executed by, the HolJer hereof or such !-in 1 • duly authorized in writing. and thereupon one or more new Class A Notes of authorized denominations and in the same aggregJtc principal amount \",.'ill be issued to the designated transferee or transferees. No service charge \vill be charged !{)r any registration of transfer or e-'<change of this Class i\ Note, hut the transferor may be required to pay a sum suffIcient to C(iVCr any tax. (;r other govcmmenul charge that may be imposed in connection with emy such registration of transfer or exchange.
denture

T'rll~ :e or of any su(cessor or assign of the Indenture Trustee or the Owner Trustee in its inJivi capacity, except as any such Person may have expr-:ssly agreed and except that any such pat owner or beneficiary shall be fully liable, to the extent provided by applicahle law, t~) y unpaid consideration !()f stock, unpaid capital contribution or failure t (1 / any install t or call O\Ning to such emity,

J'Ii and do not'rC1)"e54::mt

, 'cr or any of their re~.n~1C

','lass A Note is issued \vith the

. and franchise tax purposes. the

The (:la5s A 0:ote5 represent obligations of the Is '11 "

in, recourse to or obligations of the Seller, the Depo:i AHjliates.

'f transfer of this Class A Note. the Issuer,

( I the Indenture Trustee will treat the Person in

ctcnnination or as ofsuch other date as may be

> ecjfjed in the Indenture) is rcgL e owner hereof tor all purposes, vvhether or not this bss A Note be oY<:rd~,' d none of the Issuer, the Indenture Trustee or any such agent shall be reeted by notlce to the nary.

The jssucr has J,:~IJ'lU::l.c:;lJ

intention that, for fcder I

Notes '.;vi II quali fy as t

acceptance of a Class

business and franchise. a

n ts, with certain exceptions as rhcrein provided, the amendment

'I' n of the rights and obligations of the Issuer and the rights of the

u del' the Indenture at 3ny time by the Issuer with the consent of the

~vIajon-ry n 1C Indenture also contains provisions pcnnitting tht~ Holders of >Jotes rcpr..:scnting speclticd percentages of the aggregate amount Outstanding of the Notes, on lx;half of the FIoldcrs of all the Notes, to waive compliance by the lssuer with certain provisions of the Indenture and certain past det~IUIIS under the Indenture and their cnnsequences, Any such C(\lISent or \\<liver by the Holder of this Class A Note (or anyone or more Predecessor Notes) shall be conclusive and binding upon <-:lll,:h Holder and upon ali future Holders of this Class A Note dnd of any Class A Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof \vhcthcr or not notation of such consent or waiver is made upon this
nvidcd in The Class A Notes arc issuable only in registered form in denominations' the Indenture, subject to certain limitations therein set forth.

D AND

..

••"

...'.u YORK

CALL

( THE

.TD

THIS CLASS A NOTE AND THE INDENTURE SH. 'l IN'fERPREfED IN ACCORDANCE WrrH THE LAWS OF Tl-lL

WITHOUT REGARD TO ITS CONFLICTS OF LAW PRr, fCIPLES TI-L FOR TIlE APPLICATION OF TilE LAW OF AN 1 H lJRISDICTlON, OBLIGATIONS, RIGHTS AND REMEDIES l R ES HEREUNDE THEREUNDER SHALL BE DETERMINED Ii' " RD :--lCE. fH SUCH LAWS.

Anything herein

Program Documents, n

Deutsche Bank Trust

interest in the Issuer, ()

employees or SUCCCSS(

of them l()f the paym

1 p'.

'f,>""

ovidcd, h(l\\:ever, that

forccmcnt against II

crtakings contained iT

wp

IS Class A Note or of the

\:h' absolute and unconditional,

mes, place and rate, and in the

. 'cpt as expressly provided in the

'ation in its individual capacity,
(name and address of assigrlCc)

*!

l; ..,uaranked:

"¥P'

-:-:--'-_--=-~~.L. _. ._._.

_

Dated:

transler said Note on the books kept tor registration thereof: with full power 0 - ,

prcrmses.

the within Note Jnd all rights thereunder. and hereby irrev()

*/
claws uf

for value

DRY. or

nt of the

F THE

Chrysler LB Receivables Trust, a statutory trust organized and existing und .

the State of DclClware (including any permitted successors and assigns, the "rSilL )

received, hereby promises to pay UNITED ST/\TES DEPARfMENT OF THE TR

n.:gistered assigns, the principal sum of (a) $75,000,000 Of, if 0 0 nUa a

Class B Principal Balance payable to UNITED R

fREASURY, which amount shaH be payable pursuant to Indenture, dat\.:

2009 {the the Issuer and Deut· i· , "rust Company

Indenture Trustee (the TrustcQ"): provid I. the entire unpaid

amount ofthi:; Class B Note shall he due and pOl Ie n (he carhc the Class B rinal Pa.

Date and the Redemption Date, if any. purs t IU.O l . he lndenture. Capitat. d

terms used but not defined herein arc dcfinl.: n nnex

_

tu the . I and ScrvicilH.!. AQreemc:nl. '-' '-" '

dated as ofJanuary 14, 2009, alTlong the Issuer. kr Ball p rasito!" JI LLC. as Depositor

(the "J2ffiQ,::i.!!Qr"j and Chrysler Financial Services _1 "as servicer

B Note shall be S [5,OOOJiOO. On

c uding January 16,2(13) in which

oun1 of this Class B Notc shall

i ut any further action by any

fhe initial aggrcgat

'h . I January 16' 01 cae 1 yea

this Class 13 Nute rem.

be incn:ased by an ad Jt]

Person.

1'1 principal amount of this Class 13 Note in

iral of this Class B Note is paid or made

11 this Cia.: B'( will accrue t(»)' each Interest Accrual Period

If' clim Payment Date. The principal amount of

t "s Class B Note shall be subje"t I r and decreases on any Business Day as set t<:)J1h in

ly, such principal amount is subject to prepayment a1 any time. 'T1,C

'S B Notc will he paid in installments on each Pay/ment Date to the

ent funds arc availabl· payment thcrd()l' pursuant to the Indenture. Such principal of and

a I,; shall be paid in the manner specified on the reverse hereof

a interest on this Class !:3 Note an.: payable in such coin (\r currency of

the Un' "") erica as at the time of payment is !egal tender for payment of public and

private .. ,Jljiaymcnts made the Issuer wlth n:spect to this Clas:> B Notc shaH applied

first to mtercst due and payable on tillS ('Jass B Note as pnJvKlcd above and then to the unpaid

prinCIpal of this Class B Note.

R.dercncc is made to the lurtha provisions of this Class H Note set t(Jrth on the reverse

hereof: which shall han: the same eflect as though fuJly set forth on the t:H.:e \)1' this Cbss B

;\iNc.

By: U.S. BANK TRUST NATIONAL

ASSOCIATION,

not in its individual capacity but sole!, a

Owner Trustee un Trust Agreem t

By:
Datc: January 14.2009 DEUTSCIIE BANK TRUST' COI'vlP.

AMER leAS, as Indenture Trustee

By:
Indenture Trustl:C and the Holders of the Class 13 Notes. The Class B Notes" i be issued

together with the Issuer's Variabl.e Funding Asset Backed Notes, Class A (hen.:n ailed the

JJ1d tlll..: issuer's Variable Funding Asset Backed Class Cin caned

the together with the Class A Notes and the Clas: 3 Notes, the H j ut The

Notes :.trc subject to all tellllS ofthe Indenture.

Principal of the Class B Notes will be pa t Date and, if the C

Noles have not been paid in full prior to the j ate, on the Class B

Payment Date. in an amount dcsaibed t)j1 . nt means the 17!h day of

each month. or. if such day is not a i1 clyfi)llowing Business Day.

cummcncing on rvl:lrch 17, 2009 The is the Payment Date

[()lhming the Collection Period' . ty (60) In owing the Effective Date.

Suhject to the subordination provisions ofthc Indenture the Notes are' . ill b >quully

and r;Jtably secured by the Collateral pledged as seeurit . f r rovidcd in the 1m I· • '

andinduding the most reccnt

of the first Payment Date, the

B Note shall be payable in the amounts

wever, the entire unpaid principal amount

I on the Class B Final Payment Date.

1cipal amount of the Notes shall be due and

"Interest /\cerual

Date on \vhid' i

Initial Funding Date) t

As described a

and at the times set 1'011

of thi I Note

As provided hy I\: Indenture, any installment of interest or principal payable on a

cI Note that is pun' . iy paid or duly provided/Dr by the Issuer on the applicable Payment

Dar C)I terim Payl ... shall be paid to the Person in WhOSl' name such Class B \lote (ur

one or . . P . Notes) is registered on the Record Date by wire transfer in immediately

available tun 1C account designated by such Person, and except f(}!' the [inal instailmem of

prim;ip:ll payabk with respect to such Class B i\ote on a Payment Date (or Interim Payment

Datt') «mt! c'l.cept !lJr the Rc(Jcmption Price fl)!' any Cbss B Note called Il)r redemption pursuant

to Section 100 I ofthe Indenture) which shall be payabk as provided below.

Any reduction in the principal amount of ihis Class B Note (or anyone or ml}rC

Notes) elTcctcd by any paYTIlcnts made on any Payment Dtltc, [ntcrim Payment Date

or Redemption Date shaU be binding upon all future Holders of this Class B Note and of any
the Indenture,

its option to purchase ,(;

last day of any Collectinn

'rhe Issuer shall pay interest on overdue installrncnts of interest 1

to January! 4, 2010, and thereaHer, at LlBOR plus f • tent lawfuL

This Class B Note is nontranslcrablc except' I

p

pp

y 

y 

Payment Date, Interim Payment Date or Redemption Date, as upplicable, and the ount then

due and payable slull be payable only upon presentation and surrender of thi, . Ie at the

Corporate Trust Office of the Indenture Tnlstce or at the office of the Indenture 'II'

appointed ror such pLll1Joses located in The City of New)'ork.

As provided in the Indenture, the Scl' 1

Trust Estate and to tenninate the pledge of L

As provided in th ,In cnture and subject to certain limitations set forth therein and on the

hereoL the transfer this Class B Note may be registered on the Note Register upon

1 rr: I'der of this Clas.;; H te for registration of transfer at the office or agency designated by

tllT pursuant to 'nucnture, July endorsed by, Dr accompanied by a written instrument

of tli' f· ron a' <1ctory to the lrldenturc Trustee duj}' executed by, the Holder hercof or

such Holt . " _' duly <tutl1orl;,cd in writing, and thereupon one or more nc\v Class 13 Noks

of :.lllthorized denominations and in the aggrcgak principal amount will be issued to the

deslgnatcd or transferees, No service charge will be charged for any registration of

or c"changc of this Cbss B Note. but the transfcmr may be nXIUlfeG io pay a sum

sufficient to cover any tax or other govenlmcntal charge that may be imposcd in connection \vith

any :.;uch registration of or exchange,
I : and do not fC t I

'cr or any of their.

lass B Note is issued \vith the

'md franchise tax purposes, the

rhe Class 13 Notes represent obligations of the Is 'j..l

in, rccourse to or obligations of the Seller, the Deposi ) 'h AHlliatcs.

The Issuer has (,; t

intention that for leder'

Notes will qualify as ,

acceptance of a Class

business and ji'anchise

, 

Trustee or the Indenture Trus ee )r of any successor or assign of the Indenture Trustce or the Owner Trustee in its indivi capacity, except as any such Person may havc expressly agreed and except that any such pan cr, owner or bcndiciary shall be fully liahle, to the extent provided by applicable law, Ibr unpaid considcfution for stock, unpaid capital contribution or failure to 'v any install t or call ,nving 10 such entity,

If transfer of this Class B Note. the Issuer,

he Indenture Trustee will treat the Person in

termination or as ofsuch other date as may be

The Intknture P' s, with certain exceptiu!1s as therein provided, the amendment lit ' , nl! the m.odili . l. II of th<: lights and obligations of the Issuer and the rights of the

. , the !"\1f • tl er the Indenture at any time by the lssucr with the consent of the 'v1a.lorH, jlC Indenture also contains provi'ilons pemlilting the Holders ,)f' Notes repn:senting spec.:Jlcd percentages of the aggregat!: amount Outstanding of the Notes, on behalf of the Holders of all the Notes. to waive compliance by the Issuer with certain provisions of the Indenture and certain past detaults under the Indenture and their consequences, Any such C,)J1sem or waiver by the Holder of this Class 13 Note (or anyone or more Predecessor Notes) shall he conclusive ami binding upon such Holder and upon all future Holders of this Class B Note and of any Class 13 Note issued upon the registration of transtCr hereof or in exchange hereof or in lleu hereof whether or not notation of such consent or waiver is made upon this
The Cl<lsS B Notes are issuahle only in registered tonn in denornin:ltions a the Indenture, subject to certain limitations therein set f01ih.

THIS CLASS B NOTE AND THE INDENTURE SH,'

No reference herein to the

rndentur~ 'm n

Indenture shall alkr or impair the obligation 0 th

to pay the principal of and interest on this Class

coin or currency herein prcscrib'

s Class B Note or of the

absulute and unconditionaL

leS, place and ratc, and in the

Anything herein l tandin_" "'cpt as expressly provided in the Program Documents, n Ii 'onal j, 'ction in its individual capacity. Dt'utsehe Bank lrust ~. ;vidual L: .. <:1 v; any owner of a beneficial interest in the Issuer. , ',hcndie "leS, agents, of1lccrs, directors, employees ur SlICCCSSO 'iabk for, nor shall recourse he had 10 any ()f them for, the payrnl: . prim.:ipal of or inlcrc ( this Class B Note or perfcmnance of. or on]]:,; • • 'm, all . the C(I\,cn:lll!', \\hl ~'l Ions or indemnitications contained in the

.. older {) . ihi "las' B otc s acceptance ht:reof agrees that, except as '551y provided in the Pc' 1 1 the case of an Event of Det~tult the Holder Jl have no claim against <my oing t\}r any deficiency, loss or claim ther..:fwm; ovidcd, however, that, hing contained herein shall be taken to prevent recourse to, and " forccmcnt against. tIi . 'sets of the Issuer

l~)r any and all liabilities. ohligations and un ertakings contained in , Indenture or in this C1:lss B Note,
(name and address of assignee)

the within !-<otc and all rights thereunder, and hereby ineva.en", ..-....."

*./

espond with the namc of the

1 Note in every pnrticular, without

NOTICE: 'The sigl

registered owner a

alteration, cnb,r .

"'.

__ .~ ••• " •• _~ •• _ .~.·. • N ·_ _ • ••••••• •• _ •• _._._~._.

.. _._. •••••

__ ._~ _ ••

__ .,,

._. •• _ •••••• tfQnsfer ..;aid Note on the hooks kept fur registr:ltion thereot~ with full pOWCj"

prClntSCS.

Dated:
Ny}:#7455384

AMENDED AND RESTATED

TRUST AGREEMENT

OF

CHRYSLER LB RECEIVABLES TRUST

among

CHRYSLER BALLOON DEPOSITOR II LLC,

as Depositor,

and

U.S. BANK TRUST NATIONAL ASSOCIATION,

as Owner Trustee

Dated as ofJanuary 14, 2009
SECTION 1.0l.

SECTION 1.02.

SECTION 2.01.SECTION 2.02.SECTION 2.03.SECTION 2.04.SECTION 2.05.SECTION 2.06.SECTION 2.07.

SECTION 2.08.SECTION 2.09.SECTION 2.10.SECTION 3.01.

SECTION 3.02.

SECTION 3.03.

SECTION 3.04.SECTION 3.05.SECTION 3.06.SECTION 3.07.SECTION 3.08.SECTION 3.09.SECTION 3.10.

SECTION 4.0 I.

SECTION 4.02.SECTION 4.03.

NY3:#74553S4

Capitalized Telms 1

Other Definitional Provisions 2

ARTICLE II

Organization

Name 3

Office 3

Purposes and Powers 3

Appointment of Owner Trustee .4

Initial Capital Contribution of Owner Trust Estate 4

Declaration of Trust .4

Liability of Certificateholders 5

Title to Trust Property 5

Situs of Trust 5

Representations and Warranties of Depositor. 5

ARTICLE III

Certificates and Transfer ofInterests

Initial Ownership 6

The Certificates 6

Authentication of Certificates 7

Registration of Transfer and Exchange of Certificates; Limitations

on Transfer 7

Mutilated, Destroyed, Lost or Stolen Certificates 9

Persons Deemed Certificateholders 9

Access to List of Certificateholders' Names and Addresses 9

Maintenance of Office or Agency 10

Appointment of Paying Agent 10

Definitive Certificatcs 11

ARTICLE IV

Actions by Owner Trustec

Prior Notice to Certificateholders with Respect to Certain Matters 11

Action by Certificateholders with Respect to Ccrtain Matters 11Action by Certificateholders with Respect to Bankruptcy 11
SECTION 5.01.

SECTION 5.02.

SECTION 5.03.

SECTION 5.04.

SECTION 6.01.

SECTION 6.02.

SECTION 6.03.SECTION 6.04.SECTION 6.05.

SECTION 6.06.

SECTION 7.01.

SECTION 7.02.

SECTION 7.03.

SECTION 7.04.

SECTION 7.05.

SECTION 7.06.SECTION 7.07.SECTION 7.08.SECTION 7.09.SECTION 8.0 I.

SECTION 8.02.

SECTION 8.03.

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Establishment of Accounts 12

Application of Trust Funds 12

Method of Payment 13

Accounting and Reports to Ce11ificateholders, Internal Revenue

Service and Others 13

ARTICLE VI

Authority and Duties of Owner Trustee

General Authority 13

General Duties 14

Action upon Instruction 14

No Duties Except as Specified in this Agreement or in Instructions 15

No Action Except Under Specified Documents or Instructions 15

Restrictions 16

ARTICLE VII

Concerning Owner Trustee

Acceptance of Trusts and Duties 16

Furnishing of Documents 17

Representations and Warranties 17

Reliance; Advice of Counsel 17

Not Acting in Individual Capacity 18

Owner Trustee Not Liable for Certificates or Receivables 18Owner Trustee May Own Certificates and Notes 19

Sales Finance Licenses 19

Concerning the Trust Company 19

ARTICLE VIII

Compensation of Owner Trustee

Owner Trustee's Fees and Expenses 19

Indemnification 19

Payments to Owner Trustee 20

11
Successor Owner Trustees and Additional Owner Trustees

SECTION 10.0 I. Eligibility Requirements for Owner Trustee 21

SECTION 10.02. Resignation or Removal of Owner Trustee 21SECTION 10.03. Successor Owner Trustee 22SECTION 10.04. Merger or Consolidation of Owner Trustee 22

SECTION 10.05. Appointment of Co-Trustee or Separate Trustee 23

ARTICLE Xl

Miscellaneous

SECTION 11.0 I. Supplements and Amendments 24

SECTION 11.02. No Legal Title to Owner Trust Estate in Certificateholders 25

SECTION 11.03. Limitations on Rights of Others 25

SECTION 11.04. Notices 26SECTION 11.05. Severability 26SECTION 11.06. Separate Counterparts 26SECTION 11.07. Successors and Assigns 26SECTION 11.08. No Petition 26

SECTION 11.09. No Recourse 26

SECTION 11.10. Headings 27

SECTION 11.11. GOVERNING LAW 27SECTION 11.12. Certificate Transfer Restrictions .27

SECTION 11.13. Depositor Payment Obligation .27SECTION 11.14. Indenture Trustee Rights 27SECTION 11.15. Third Party Beneficiaries 27

EXHIBITS

EXHIBIT A

EXHIBIT B

EXHIBIT C

EXHIBIT D

EXHIBIT E

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Foml of Certificate

Certificate ofTrust of Chrysler LB Receivables Trust

Form ofTransferor Certificate

Form oflnvestment Letter

Form of Rule 144A Letter

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A-I

B-1

C-I

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E-I
WHEREAS, the Owner Trustee and the Depositor entered into a Trust Agreement dated

as of June 8, 2007 (the "Trust Agreement") and filed the Certificate of Trust with the Secretary

of State of the State of Delaware (the "Secretary of State") for the purpose of forming Chrysler

LB Receivables Trust;

NOW, THEREFORE, the Depositor and the Owner Trustee hereby amend and restate the

governing instrument of the Trust and agree as follows:

ARTICLE I

Definitions

SECTION 1.01. Capitalized Terms. For all purposes of this Agreement, the

following terms shall have the meanings set forth below:

"Agreement" shall mean this Amended and Restated Trust Agreement, as amended,

supplemented or otherwise modified from time to time.

"Benefit Plan" shall have the meaning assigned to such term in Section 11.12.

"Certificate" shall mean a certificate evidencing a beneficial interest of a

Certificateholder in the Trust, substantially in the form attached hereto as Exhibit A.

"Certificate of Trust" shall mean the Certificate of Trust filed for the Trust pursuant to

Section 381 O(a) of the Statutory Trust Statute, as originally filed with the Secretary of State on

June 8, 2007 in the form attached hereto as Exhibit B.

"Certificate Register" and "Certificate Registrar" shall mean the register mentioned in

and the registrar appointed pursuant to Section 3.04.

"Certificateholder" or "Holder" shall mean a Person III whose name a Certificate IS

registered.

"Corporate Trust Office" shall mean, with respect to the Owner Trustee, the corporate

trust office of the Owner Trustee located at:

Attn: Corporate Trust Services, with a copy to:

Attention: Corporate Trust ervIces, or at suc ot Jer address as the Owner

rustee may designate by notice to the Certificateholders and the Depositor, or the corporate

trust office of any successor Owner Trustee at the address designated by such successor Owner

Trustee by notice to the Certificateholders and the Depositor.

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"Issuer Tax Opinion" shall have the meaning assigned to such term in Annex X of the

Sale and Servicing Agreement.

"Owner Trust Estate" shall mean all right, title and interest of the Trust in and to the

property and rights transferred to the Trust from time to time pursuant to Article II of the Sale

and Servicing Agreement, all funds on deposit from time to time in the Collection Account and

all other property of the Trust from time to time, including any rights of the Owner Trustee and

the Trust pursuant to the Purchase Agreement and the Sale and Servicing Agreement.

"Owner Trustee" shall mean U.S. Bank Trust National Association, a national banking

association, not in its individual capacity but solely as owner trustee under this Agreement, and

any successor Owner Trustee hereunder.

"Paying Agent" shall mean any paying agent or co-paying agent appointed pursuant to

Section 3.09 and shall initially be the Indenture Trustee.

"Percentage Interest" means, as to any Certificate, the percentage interest, specified on

the face thereof, in the distributions on the Certificates pursuant to this Agreement.

"Record Date" shall mean, with respect to any Payment Date, the close of business on the

Business Day immediately preceding such Payment Date.

"Sale and Servicing Agreement" shall mean the Sale and Servicing Agreement dated as

of January 14, 2009, among the Trust, as issuer, the Depositor and Chrysler Financial Services

Americas LLC, as servicer, as amended, supplemented or otherwise modified and in effect from

time to time.

"Statutory Trust Statute" shall mean Chapter 38 of Title 12 of the Delaware Code, 12

Del. Code § 3801 et seq., as the same may be amended from time to time.

"Treasury Regulations" shall mean regulations, including proposed or temporary

Regulations, promulgated under the Code. References herein to specific provisions of proposed

or temporary regulations shall include analogous provisions of final Treasury Regulations or

other successor Treasury Regulations.

"Trust" shall mean the trust continued pursuant to this Agreement.

SECTION 1.02. Other Definitional Provisions. (a) Capitalized terms used and not

otherwise defined herein have the meanings assigned to them in the Sale and Servicing

Agreement or, if not defined therein, in the Indenture.

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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 tenns in this Agreement or in any such certificate or other document

are inconsistent with the meanings ofsuch tenns 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; Section and Exhibit references contained in this Agreement are

references to Sections and Exhibits in or to this Agreement unless otherwise specified; and the

tern1 "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 fonns of such tenns and to the masculine as well as to the feminine and neuter

genders ofsuch tenns.

(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 II

Organization

SECTION 2.01. Name. The Trust governed and continued hereby shall be known

as "Chrysler LB Receivables Trust," in which name the Owner Trustee may conduct the business

of the Trust, make and execute contracts and other instruments on behalf of the Trust and sue and

be sued.

SECTION 2.02. Office. The office of the Trust shall be in care of the Owner

Trustee at the Corporate Trust Office or at such other address in Delaware as the Owner Trustee

may designate by written notice to the Certificateholders and the Depositor.

SECTION 2.03. Purposes and Powers. The purpose of the Trust is and the Trust

shall have the power and authority to engage in the following activities:

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(i) to issue and sell the Notes pursuant to the Indenture;

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(iv) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust

Estate pursuant to the Indenture and to hold, manage and distribute any portion of the

Owner Trust Estate released from the Lien ot: and remitted to the Trust pursuant to, the

Indenture;

(v) to obtain the release of Pooled Receivables and the Related Property with

respect thereto from the Lien of the Indenture from time to time in accordance with the

Indenture and sell such Pooled Receivables and Related Property with respect thereto in

accordance with the Indenture;

(vi) to enter into and perfonn its obligations under the Program Documents to

which it is to be a party; and

(vii) to engage in those activities, including entering into agreements, that are

necessary or suitable to accomplish the foregoing or are incidental thereto or connected

therewith.

The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage

in any activity other than in connection with the foregoing or other than as required or authorized

by the tenns of this Agreement or the Program Documents.

SECTION 2.04. Appointment of Owner Trustee. The Depositor hereby appoints

the Owner Trustee as trustee of the Trust effective as of the date hereof, to have all the rights,

powers, authority and authorization set forth herein.

SECTION 2.05. Initial Capital Contribution of Owner Trust Estate. The Depositor

has previously sold, assigned, transferred, conveyed and set over to the Owner Trustee, as of the

date of the Trust Agreement, the sum of $1. The Owner Trustee hereby acknowledges receipt in

trust from the Depositor, as of the date hereof, of the foregoing contribution, which shall

constitute the initial Owner Trust Estate and shall be deposited in the Collection Account. The

Depositor shall pay organizational expenses of the Trust as they may arise or shall, upon the

request of the Owner Trustee, promptly reimburse the Owner Trustee for any such expenses paid

by the Owner Trustee.

SECTION 2.06. Declaration of Trust. The Owner Trustee hereby declares that it

will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for

the use and benefit of the Certificateholders, subject to the obligations of the Trust under the

Program Documents. It is the intention of the parties hereto that the Trust constitute a statutory

trust under the Statutory Trust Statute and that this Agreement constitute the governing

instrument of such statutory trust. It is the intention of the parties hereto that, solely for income

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Notes being debt of the partnership. The parties agree that, unless otherwise required by

appropriate tax authorities, the Trust will file or cause to be filed annual or other necessary

returns, reports and other forms consistent with the characterization of the Trust as provided in

the preceding sentence for such tax purposes. Effective as of the date hereof, the Owner Trustee

shall have all rights, powers, authority and authorization set forth herein and in the Statutory

Trust Statute with respect to accomplishing the purposes of the Trust.

SECTION 2.07. Liability of Certificateholders. The Certificateholders shall be

entitled to the same limitation of personal liability extended to stockholders of private

corporations for profit organized under the general corporation law of the State of Delaware.

SECTION 2.08. Title to Trust Property. Legal title to all the Owner Trust Estate

shall be vested at all times in the Trust as a separate legal entity except where applicable law in

any jurisdiction requires title to any part of the Owner Trust Estate to be vested in a trustee or

trustees, in which case title shall be deemed to be vested in the Owner Trustee, a co-trustee

and/or a separate trustee, as the case may be.

SECTION 2.09. Situs of Trust. The Trust will be located in the State of Delaware.

All bank accounts maintained by the Owner Trustee on behalf of the Trust shall be located in the

State of Delaware or the State ofNew York. The Trust shall not have any employees in any state

other than Delaware; provided, hmvever, that nothing herein shall restrict or prohibit the Owner

Trustee from having employees within or outside of the State of Delaware. Payments will be

received by the Trust only in Delaware or New York, and payments will be made by the Trust

only from Delaware or New York.

SECTION 2.10. Representations and Warranties of Depositor. The Depositor

hereby represents and warrants to the Owner Trustee that:

(a) The Depositor is duly formed and validly existing as a limited liability company

in good standing under the laws of the State of Delaware, with power and authority to own its

properties and to conduct its business as such properties are currently owned and such business is

presently conducted.

(b) The Depositor is duly qualified to do business as a foreign limited liability

company in good standing and has obtained all necessary licenses and approvals in all

jurisdictions in which the ownership or lease of its property or the conduct of its business shall

require such qualifications.

(c) The Depositor has the power and authority to execute and deliver this Agreement

and any other Program Document to which the Depositor is a party, and to carry out their

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(d) This Agreement and any other Program Document to which the Depositor is a

party constitutes a legal, valid and binding obligation of the Depositor, enforceable in accordance

with its tenus, except as such enforceability may be subject to or limited by bankruptcy,

liquidation, insolvency, reorganization, moratorium, liquidation, fraudulent conveyance or other

similar laws affecting the enforcement of creditors' rights in general and by general principles of

equity, regardless of whether such enforceability shall be considered in a proceeding in equity or

in law.

(e) The consummation of the transactions contemplated by this Agreement and any

other Program Document to which the Depositor is a party and the fulfillment of the respective

terms hereof and thereof do not conflict with, result in any breach of any of the terms and

provisions of, or constitute (with or without notice or lapse of time) a default under, the

Depositor Operating Agreement, or any indenture, agreement or other instrument to which the

Depositor is a party or by which it is bound; nor result in the creation or imposition of any Lien

upon any of its properties pursuant to the terms of any such indenture, agreement or other

instrument (other than pursuant to the Program Documents); nor violate any law or any order,

rule or regulation applicable to the Depositor of any court or of any federal or state regulatory

body, administrative agency or other Governmental Authority having jurisdiction over the

Depositor or its properties.

(f) There are no proceedings or investigations pending or, to the Depositor's best

knowledge, threatened before any court, regulatory body, administrative agency or other

Governmental Authority having jurisdiction over the Depositor or its properties: (A) asserting

the invalidity of this Agreement, (B) seeking to prevent the consummation of any of the

transactions contemplated by this Agreement or (C) seeking any determination or ruling that

might materially and adversely affect the performance by the Depositor of its obligations under,

or the validity or enforceability of, this Agreement any other Program Document to which the

Depositor is a party.

ARTICLE III

Certificates and Transfer ofInterests

SECTION 3.01. Initial Ownership. Until the issuance of the Certificates, the

Depositor shall be the sole beneficiary of the Trust.

SECTION 3.02. The Certificates. The Certificates shall be substantially in the fOlm

set fOl1h in Exhibit A and shall be issued in minimum denominations of a one percent Percentage

Interest in the Trust. The Certificates shall be executed on behalf of the Trust by manual or

facsimile signature of an authorized officer of the Owner Trustee. Certificates bearing the

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rights and subject to the obligations of a Cet1ificateholder hereunder upon such transferee's

acceptance of a Certificate duly registered in such transferee's name pursuant to Section 3.04.

Except for the issuance of Certificates to the Depositor, no Certificate may be sold,

pledged or otherwise transferred to any Person except in accordance with Section 3.04 and any

attempted sale, pledge or transfer in violation ofsuch Section shall be null and void.

SECTION 3.03. Authentication of Certificates. On the Effective Date, the Owner

Trustee shall cause the Certificates in an aggregate Percentage Interest equal to 100% to be

executed on behalf of the Trust, authenticated and delivered to or upon the written order of the

Depositor, without further corporate action by the Depositor, in the authorized denominations.

No Certificate shall entitle its Holder to any benefit under this Agreement or be valid for any

purpose unless there shall appear on such Certificate a certificate of authentication substantially

in the form set forth in Exhibit A, executed by the Owner Trustee or Deutsche Bank Trust

Company Americas, as the Owner Trustee's authenticating agent (the "Authentication Agent"),

by manual signature; such authentication shall constitute conclusive evidence that such

Certificate shall have been duly authenticated and delivered hereunder. All Certificates shall be

dated the date of their authentication. Deutsche Bank Trust Company Americas is hereby

appointed as the initial Authentication Agent.

SECTION 3.04. Registration of Transfer and Exchange of Certificates; Limitations

on Transfer. The Certificate Registrar shall keep or cause to be kept, at the office or agency

maintained pursuant to Section 3.08, a register (the "Certificate Register") in which, subject to

such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the

registration of Certificates and of transfers and exchanges of Certificates as herein provided.

Deutsche Bank Trust Company Americas shall be the initial "Certificate Registrar".

The Certificates have not been and will not be registered under the Securities Act and

will not be listed on any exchange. No transfer of a Certificate shall be made unless such

transfer is made pursuant to an effective registration statement under the Securities Act and any

applicable state securities laws or is exempt from the registration requirements under the

Securities Act and such state securities laws. In the event that a transfer is to be made in reliance

upon an exemption from the Securities Act and state securities laws, in order to assure

compliance with the Securities Act and such laws, the Holder desiring to etTect such transfer and

such Holder's prospective transferee shall each certify to the Owner Trustee in writing the facts

surrounding the transfer in substantially the forms set forth in Exhibit C (the "Transferor

Certificate") and either Exhibit D (the "Investment Letter") or Exhibit E (the "Rule l44A

Letter"). Except in the case of a transfer as to which the proposed transferee has provided a

Rule l44A Letter, there shall also be delivered to the Owner Trustee an Issuer Tax Opinion and

an Opinion of Counsel that such transfer may be made pursuant to an exemption from the

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Holder of a Certificate desiring to effect such a transfer shall, and does hereby agree to,

indemnify the Trust, the Owner Trustee, the Trust Company and the Depositor against any

liability that may result if the transfer is not so exempt or is not made in accordance with federal

securities laws. The Owner Trustee shall cause each Certificate to contain a legend in the form

set forth on the form of Certificate attached hereto as Exhibit A. At all times until the Class A

Notes and the Class B Notes issued under the Indenture are no longer outstanding, transfers or

pledges of the Certificate shall require the consent of the Indenture Trustee (at the direction of

the Majority Investors).

Upon surrender for registration of transfer of any Certificate at the office or agency

maintained pursuant to Section 3.08 and subject to the satisfaction of the preceding paragraph,

the Owner Trustee, upon the written direction of the Depositor, shall execute on behalf of the

Trust, authenticate and deliver (or shall cause the Authenticating Agent to authenticate anddeliver), in the name of the designated transferee or transferees, one or more new Certificates of

like tenor and in authorized denominations of a like aggregate Percentage Interest dated the date

of authentication by the Owner Trustee or any authenticating agent; provided that prior to such

execution, authentication and delivery, the Owner Trustee and the Depositor shall have received

an Opinion of Counsel to the effect that the proposed transfer will not cause the Trust to be

characterized as an association (or a publicly traded partnership) taxable as a corporation or alter

the tax characterization of the Notes for federal income tax purposes or Delaware income and

single business tax purposes. At the option of a Holder, Certificates may be exchanged for other

Certificates of like tenor and of authorized denominations of a like aggregate Percentage Interest

upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to

Section 3.08.

The Certificate Registrar shall require that evClY Certificate presented or surrendered for

registration of transfer or exchange shall be accompanied by a written instrument of transfer and

accompanied by IRS Form W-8ECI or W-9 or such other form as may be reasonably required in

form satisfactory to the Certificate Registrar duly executed by the Certificateholder or such

Person's attorney duly authorized in writing.

Every Certificate presented or surrendered for registration of transfer or exchange shall

be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and

the Certificate Registrar duly executed by the Holder or sueh Holder's attorney duly authorized

in writing. Each Certificate surrendered for registration of transfer or exchange shall be

cancelled and subsequently disposed of by the Owner Trustee in accordance with its customary

practice.

No service charge shall be made for any registration of transfer or exchange of

Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum

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Notwithstanding anything contained herein to the contrary, neither the Certificate

Registrar nor the Owner Trustee shall be responsible for ascertaining whether any transfer

complies with the registration provisions or exemptions from the Securities Act, the Exchange

Act, applicable state securities law, ERISA, the 1940 Act, other applicable law, or the provisions

of this Agreement except that, if a Transfer CertifIcate, Investment Letter or Rule 144A Letter is

required by the terms of Section 3.04 and provided to the Owner Trustee or the Certificate

Registrar, the Owner Trustee or Certificate Registrar, as applicable, shall be under a duty to

examine the same solely to determine whether it conforms substantially on its face to the

applicable requirements ofthis Section 3.04.

SECTION 3.05. Mutilated, Destroyed, Lost or Stolen Certificates. If (a) any

mutilated Certificate shall be surrendered to the Certificate Registrar, or if the Certificate

Registrar shall receive evidence to its satisfaction of the destruction, loss or theft of any

CertifIcate and (b) there shall be delivered to the Certificate Registrar, the Owner Trustee and the

Trust Company such security or indemnity as may be required by them to save each of them

harmless, then in the absence of notice that such Certificate has been acquired by a protected

purchaser, upon the written direction of the Depositor, the Owner Trustee on behalf of the Trust

shall execute and the Owner Trustee or the Authenticating Agent, shall authenticate and deliver,

in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new

Certificate of like tenor and denomination. In connection with the issuance of any new

Certificate under this Section, the Owner Trustee or the Certificate Registrar may require the

payment of a sum sufficient to cover any tax or other governmental charge that may be imposed

in connection therewith. Any duplicate Certificate issued pursuant to this Section shall constitute

conclusive evidence of ownership in the Trust, as if originally issued, whether or not the lost,

stolen or destroyed Certificate shall be found at any time.

In connection with the issuance of any new Certificate under this Section, the Owner

Trustee or the Certificate Registrar may require the payment of a sum sufficient to cover any tax

or other governmental charge that may be imposed in connection therewith.

SECTION 3.06. Persons Deemed Certificatehoiders. Prior to due presentation of a

Certificate for registration of transfer, the Owner Trustee, the Certificate Registrar or any Paying

Agent may treat the Person in whose name any Certificate is registered in the Certificate Register

as the owner of such Certificate for the purpose of receiving distributions pursuant to

Section 5.02 and for all other purposes whatsoever, and none of the Owner Trustee, the

Certificate Registrar or any Paying Agent shall be bound by any notice to the contrary.

SECTION 3.07. Access to List of Certificateholders' Names and Addresses. The

Certificate Registrar shall furnish or cause to be furnished to the Owner Trustee, the Servicer and

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rights under this Agreement or under the Certificates, then the Certificate Registrar shall, within

five Business Days after the receipt of such application, afford such applicant access during

nornlal business hours to the current list of Certificateholders. Each Holder, by receiving and

holding a Certificate, shall be deemed to have agreed not to hold any of the Depositor, the

Certificate Registrar, the Trust Company or the Owner Trustee accountable by reason of the

disclosure of its name and address, regardless of the source from which such information was

derived.

SECTION 3.08. Maintenance of Office or Agency. The Certificate Registrar shall

maintain an office or offices or agency or agencies where Certificates may be surrendered for

registration of transfer or exchange and where notices and demands to or upon the Certificate

Registrar in respect of the Certificates and the Program Documents may be served. The

Certificate Registrar initially designates Deutsche Bank Trust Company Americas at DB

Services Tennessee, 648 Grassmere Park Road, Nashville, Tennessee 37211-368, as its office for

such purposes. The Certificate Registrar shall give prompt written notice to the Depositor and

the Certificateholders of any change in the location of the Certificate Register or any such office

or agency.

SECTION 3.09. Appointment of Paying Agent. The Paying Agent shall make

distributions to Certificateholders from the Collection Account pursuant to Section 5.02 and shall

report the amounts of such distributions to the Owner Trustee. The Paying Agent shall have the

revocable power to withdraw funds from the Collection Account for the purpose of making the

distributions referred to above. The Depositor may revoke such power and remove the Paying

Agent if the Depositor determines in its sole discretion that the Paying Agent shall have failed to

perform its obligations under this Agreement in any material respect or that it is in the interest of

the Certificateholders to do so. The Paying Agent initially shall be the Indenture Trustee, and

any co-paying agent chosen by the Indenture Trustee and acceptable to the Depositor. The

Depositor shall cause such successor Paying Agent or any additional Paying Agent appointed by

the Depositor to execute and deliver to the Depositor an instrument in which such successor

Paying Agent or additional Paying Agent shall agree with the Depositor that, as Paying Agent,

such successor Paying Agent or additional Paying Agent will hold all sums, if any, held by it for

payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto

until such sums shall be paid to such Certificateholders. The Paying Agent shall return all

unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent

shall also return all funds in its possession to the Owner Trustee. The provisions of

Sections 7.01, 7.03, 7.04 and 8.01 shall apply to the Owner Trustee also in its role as Paying

Agent, if and for so long as the Owner Trustee shall act as Paying Agent and, to the extent

applicable, to any other paying agent appointed hereunder. Any reference in this Agreement to

the Paying Agent shall include any co-paying agent unless the context requires otherwise.

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SECTION 4.01. Prior Notice to Certificateholders with Respect to Certain Matters.

With respect to the following matters, the Trust shall not take action unless at least thirty

(30) days before the taking of such action, the Owner Trustee shall have notified the

Certificateholders in writing of the proposed action and prior to the 30th day after such notice is

given the Certificateholders shall not have notified the Owner Trustee in writing that such

Certificateholders have withheld consent or provided alternative direction and at all times until

the Class A Notes and the Class B Notes issued under the Indenture are no longer outstanding,

such action shall require the consent of the Indenture Trustee (at the direction of the Majority

Investors):

(a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits

brought in connection with the collection of the Pooled Receivables) and the compromise of any

action, claim or lawsuit brought by or against the Trust (except with respect to the

aforementioned claims or lawsuits for collection ofthe Pooled Receivables);

(b) the election by the Trust to file an amendment to the Certificate of Trust (unless

such amendment is required to be filed under the Statutory Trust Statute);

(c) the amendment of the Indenture by a supplemental indenture in circumstances

where the consent of any Noteholder is required;

(d) the amendment of the Indenture by a supplemental indenture in circumstances

where the consent of any Noteholder is not required and such amendment materially adversely

affects the interests ofthe Certificateholders; or

(e) the appointment pursuant to the Indenture of a successor Note Registrar or

Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar or Paying

Agent, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture

Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as

applicable.

SECTION 4.02. Action by Certificateholders with Respect to Certain Matters. The

Trust shall not have the power, except upon the direction of the Certificateholders, to (a) remove

the Servicer under the Sale and Servicing Agreement pursuant to Section 7.0 I thereof or as

Administrator pursuant to Section 9.02 thereof or (b) except as expressly provided in the

Program Documents to which the Trust is a party, sell the Pooled Receivables after the

termination of the Indenture. The Trust shall take the actions referred to in the preceding

sentence only upon written instructions signed by the Certificateholders.

SECTION 4.03. Action bv Certificateholders with Respect to Bankruptcy. The

Trust shall not have the power to commence a voluntary proceeding in bankruptcy relating to the

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Agreement or any of the other Program Documents or would be contrary to Section 2.03, nor

shall the Owner Trustee be obligated to follow any such direction, if given.

SECTION 4.05. Majority Control. Except as expressly provided herein, any action

that may be taken by the Certificateholders under this Agreement may be taken by the Holders of

the Certificates evidencing not less than a majority of the Percentage Interests evidenced by the

Certificates. Except as expressly provided herein, any written notice of the Certificateholders

delivered pursuant to this Agreement shall be effective if signed by the Holders of such

Certifi cates.

ARTICLE V

Application of Trust Funds: Certain Duties

SECTION 5.01. Establishment of Accounts. (a) The Collection Account shall be

established and maintained as set forth in Section 8.02(a) of the Indenture. The Collection

Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of

Noteholders and the Certificateholders, as applicable in accordance with the Indenture.

(b) The Funding Account shall be established and maintained as set forth in

Section 8.03(a) of the Indenture. The Funding Account shall be under the sole dominion and

control of the Indenture Trustee for the benefit of the Class A Noteholders and the Class B

Noteholders, as applicable in accordance with the Indenture.

SECTION 5.02. Application of Trust Funds. (a) On each Payment Date, the

Servicer is obligated to instruct the Indenture Trustee to make payments or distributions in

accordance with Section 8.02 of the Indenture. Distributions to Certificateholders will be made

in accordance with Section 8.02 of the Indenture.

(b) In the event that any withholding tax is imposed on the Trust's payment (or

allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise

distributable to such Certificateholder in accordance with this Section. The Paying Agent is

hereby authorized and directed to retain from amounts otherwise distributable to the

Certificateholders sufficient funds for the payment of any tax that is legally owed by the Trust

(but such authorization shall not prevent the Trust from contesting any such tax in appropriate

proceedings and withholding payment of such tax, if permitted by law, pending the outcome of

such proceedings). The amount of any withholding tax imposed with respect to a

Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is

withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility

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appropriate facilities therefor, if such Certificateholder shall have provided to the Certificate

Registrar appropriate written instructions at least five Business Days prior to such Payment Date,

or, if not, by check mailed to such Certificateholder at the address of such Holder appearing in

the Certificate Register.

SECTION 5.04. Accounting and Reports to Certificateholders, Internal Revenue

Service and Others. The Owner Trustee shall deliver to each Certificateholder such information,

reports or statements as may be required by the Code and applicable Treasury Regulations and as

may be required to enable each Certificateholder to prepare its federal and state income tax

returns. Consistent with the Trust's characterization for tax purposes, as a security arrangement

for the issuance of non-recourse debt, no federal income tax return shall be filed on behalf of the

Trust unless either (i) the Owner Trustee shall receive an Opinion of Counsel (which shall not be

at the expense of the Owner Trustee or the Trust Company) that, based on a change in applicable

law occurring after the date hereof, or as a result of a transfer by the Depositor permitted by

Section 3.04, the Code requires such a filing or (ii) the Internal Revenue Service shall determine

that the Trust is required to file such a return. In the event that the Trust is required to file tax

returns, the Owner Trustee shall prepare or shall cause to be prepared any tax returns required to

be filed by the Trust and shall remit such returns to the Depositor (or if the Depositor no longer

owns any Celtificates, the Certificateholder designated for such purpose by the Depositor to the

Owner Trustee in writing) at least five (5) days before such returns are due to be filed. The

Depositor (or such designee Certificateholder, as applicable) shall promptly sign such returns

and deliver such returns after signature to the Owner Trustee and such returns shall be filed by

the Owner Trustee with the appropriate tax authorities. In no event shall the Owner Trustee, the

Trust Company or the Depositor (or such designee Certificateholder, as applicable) be liable for

any liabilities, costs or expenses of the Trust or the Noteholders arising out of the application of

any tax law, including federal, state, foreign or local income or excise taxes or any other tax

imposed on or measured by income (or any interest, penalty or addition with respect thereto or

arising from a failure to comply therewith) except for any such liability, cost or expense

attributable to any act or omission by the Owner Trustee or the Depositor (or such designee

Certificateholder, as applicable), as the case may be, in breach of its obligations under this

Agreement.

ARTICLE VI

Authority and Duties of Owner Trustee

SECTION 6.0 I. General Authority. The Owner Trustee is authorized and

empowered to execute and deliver the Program Documents to which the Trust is to be a party

and each certificate or other document attached as an exhibit to or contemplated by the Program

Documents to which the Trust is to be a party and any amendment or other agreement or

13
SECTION 6.02. General Duties. It shall be the duty of the Owner Trustee to

discharge (or cause to be discharged) only those responsibilities expressly required to be

perfom1ed by it pursuant to the terms of this Agreement and the Program Documents to which

the Trust is a party, in the interest of the Trust Certificateholders, and in all cases subject to such

Program Documents and in accordance with the provisions of this Agreement. Notwithstanding

the foregoing, the Owner Trustee shall be deemed to have discharged its duties and

responsibilities hereunder and under the Program Documents to the extent the Administrator has

agreed in the Sale and Servicing Agreement to perform any act or to discharge any duty of the

Owner Trustee or the Trust hereunder or under any other Program Document, and the Owner

Trustee shall not be held liable for the default or failure of the Administrator to carry out its

obligations under the Sale and Servicing Agreement.

SECTION 6.03. Action upon Instruction. (a) Subject to Article IV and in

accordance with the terms of the Program Documents, the Certificateholders may by written

instruction direct the Owner Trustee in the management of the Trust. Such direction may be

exercised at any time by written instruction of the Certificateholders pursuant to Article IV.

(b) The Owner Trustee shall not be required to take any action hereunder or under

any Program Document if the Owner Trustee shall have reasonably determined, or shall have

been advised by counsel, that such action is likely to result in liability on the part of the Owner

Trustee or is contrary to the terms hereof or of any other Program Document or is otherwise

contrary to law.

(c) Whenever the Owner Trustee is unable to decide between alternative courses of

action permitted or required by the terms of this Agreement or under any other Program

Document, the Owner Trustee shall promptly give notice (in such forn1 as shall be appropriate

under the circumstances) to the Certificateholders and the Indenture Trustee rcquesting

instruction (and consent) as to the course of action to be adopted, and to the extent the Owner

Trustee acts in good faith in accordance with any written instruction of the Ccrtificateholders

received, the Owner Trustee shall not be liable on account of such action to any Person. If the

Owner Trustee shall not have rcceived appropriate instruction within ten (l 0) days ofsuch notice

(or within such shortcr period of time as reasonably may be specificd in such notice or may be

necessary under the circumstances) it may, but shall be under no duty to, take or refrain from

taking such action as it shall deem to be in the best interests of the Certificateholders, and shall

have no liability to any Person for such action or inaction.

(d) In the event that the Owner Trustee is unsure as to the application of any

provision of this Agreement or any Program Document or any such provision is ambiguous as to

its application, or is, or appears to be, in conflict with any other applicable provision, or in the

event that this Agreement permits any determination by the Owner Trustee or is silent or is

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period of time as reasonably may be specified in such notice or may be necessary under the

circumstances) it may, but shall be under no duty to, take or refrain from taking such action as it

shall deem to be in the best interests of the Certificateholders, and shall have no liability to any

Person for such action or inaction, but no consent shall be deemed to have been granted by the

Indenture Trustee by reason ofsuch lapse oftime.

(e) Notwithstanding the foregoing, the right of the Depositor or the Certificateholders

to take any action affecting the Owner Trust Estate shall be subject to the rights of the Indenture

Trustee under the Indenture.

SECTION 6.04. No Duties Except as Specified in this Agreement or in Instructions.

The Owner Trustee shall not have any duty or obligation to manage, make any payment with

respect to, register, record, sell, dispose of, or otherwise deal with the Owner Trust Estate, or to

otherwise take or refrain from taking any action under, or in connection with, this Agreement,

the Trust or any document contemplated hereby to which the Owner Trustee is a party, except as

expressly provided by the terms of this Agreement or in any document or written instruction

received by the Owner Trustee pursuant to Section 6.03; and no implied duties or obligations

shall be read into this Agreement or any other document against the Owner Trustee. To the

extent that, at law or in equity, the Owner Trustee has duties (including, without limitation,

fiduciary duties) and liabilities relating thereto to the Trust or to the Depositor and the other

Holders, the Owner Trustee shall not be personally liable to the Trust or to the Depositor and the

other Holders, to the fullest extent permitted by law, for the Owner Trustee's good faith reliance

on the provisions of this Agreement. The provisions of this Agreement, to the extent that they

restrict or eliminate the duties (including, without limitation, fiduciary duties) and liabilities of

the Owner Trustee otherwise existing at law or in equity, are agreed by the Owner Trustee, the

Depositor, and the Holders to replace such other duties (including, without limitation, fiduciary

duties) and liabilities to the fullest extent permitted by law (including, without limitation,

Section 3806(c)(2) ofthe Statutory Trust Statute, as amended). The Owner Trustee shall have no

responsibility for filing any financing or continuation statement in any public office at any time

or to otherwise perfect or maintain the perfection of any security interest or lien granted to it

hereunder or to prepare or file any Securities and Exchange Commission filing for the Trust or to

record this Agreement or any other Program Document. The Owner Trustee nevertheless agrees

that it will, at its own cost and expense, promptly take all action as may be necessary to

discharge any licns on any part of thc Owner Trust Estate that result from actions by, or claims

against, the Owner Trustce that are not related to the ownership or the administration of the

Owner Trust Estate.

SECTION 6.05. No Action Except Under Specified Documents or Instructions.

The Owner Trustee shall not manage, control, use, sell, dispose of or otherwise deal with any

part of the Owner Trust Estate except (i) in accordance with the powers granted to and the

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take action that would violate the provisions of this Section.

ARTICLE VII

Concerning Owner Trustee

SECTION 7.01. Acceptance of Trusts and Duties. The Owner Trustee accepts the

trusts hereby created and agrees to perform its duties hereunder with respect to such trusts, but

only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all moneys

actually received by it constituting part of the Owner Trust Estate upon the terms of this

Agreement. The Owner Trustee shall not be answerable or accountable hereunder under any

circumstances, except to the Trust, the Depositor and to the Holders (i) for its own willful

misconduct or negligence or (ii) in the case of the inaccuracy of any representation or warranty

contained in Section 7.03 expressly made by the Trust Company. In particular, but not by way

of limitation (and subject to the exceptions set forth in the preceding sentence):

(a) The Owner Trustee shall not be liable for any error of judgment made in good

faith by the Owner Trustee;

(b) The Owner Trustee shall not be liable with respect to any action taken or omitted

to be taken by it in accordance with the instructions of the Administrator or any

Certificateholder;

(c) No provISIOn of this Agreement or any Program Document shall require the

Owner Trustee to expend or risk its own funds or otherwise incur any financial liability in the

performance of any of its rights or powers hereunder or under any Program Document if the

Owner Trustee shall have reasonable grounds for believing that repayment of such funds or

adequate indemnity against such risk or liability is not reasonably assured or provided to it;

(d) Under no circumstances shall the Owner Trustee be liable for indebtedness

evidenced by or arising under any of the Program Documents, including the principal of and

interest on the Notes or any amounts payable on the Certificates;

(e) The Owner Trustee shall not be responsible for or in respect of the validity or

sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form,

character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, or for or

in respect of the validity or sufficiency of the Program Documents, other than the certificate of

authentication on the Certificates, and the Owner Trustee shall in no event assume or incur any

liability, duty or obligation to any Noteholder or to any Certificateholder, other than as expressly

provided for herein or expressly agreed to in the Program Documents;

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the Servicer under the Sale and Servicing Agreement or the Indenture Trustee under the

Indenture; and

(g) The Owner Trustee shall be under no to exercise any of the rights or

powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this

Agreement or otherwise or in relation to this Agreement or any other Program Document, at the

request, order or direction of any of the Certificateholders, unless such Certificateholders have

offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses

and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the

Owner Trustee to perform any discretionary act enumerated in this Agreement or in any other

Program Document shall not be construed as a duty, and the Owner Trustee shall not be

answerable other than to the Trust, the Depositor and the Holders for its own negligence or

willful misconduct in the performance of any such act.

SECTION 7.02. Furnishing of Documents. The Owner Trustee shall furnish to the

Certificateholders, promptly upon receipt of a written request therefor, duplicates or copies of all

reports, notices, requests, demands, certificates, financial statements and any other instruments

furnished to the Owner Trustee under the Program Documents.

SECTION 7.03. Representations and Warranties. The Owner Trustee hereby

represents and warrants to the Depositor, for the benefit ofthe Certificateholders, that:

(a) It is a national banking association duly organized and validly existing in good

standing under the laws of the United States of America. It has all requisite corporate power and

authority to execute, deliver and perform its obligations under this Agreement.

(b) It has taken all corporate action necessary to authorize the execution and delivery

by it of this Agreement, and this Agreement will be executed and delivered by one of its officers

who is duly authorized to execute and deliver this Agreement on its behalf.

(c) Neither the execution or the delivery by it of this Agreement, nor the

consummation by it of the transactions contemplated hereby, nor compliance by it with any of

the terms or provisions hereof will contravene any federal or Delaware law, governmental rule orregulation governing the banking or trust powers of the Owner Trustee or any judgment or order

binding on it, or constitute any default under its charter documents or bylaws or any indenture,

mortgage, contract, agreement or instrument to which it is a party or by which any of its

properties may be bound.

SECTION 7.04. Reliance; Advice of Counsel. (a) The Owner Trustee shall incur

no liability to anyone in acting upon any signature, instrument, notice, resolution, request,

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require and rely on a certificate, signed by an appropriate person, as to such fact or matter, and

such certificate shall constitute full protection to the Owner Trustee for any action taken or

omitted to be taken by it in good faith in reliance thereon.

(b) In the exercise or performance of its power, authority, duties and obligations

under this Agreement or the other Program Documents, the Owner Trustee (i) may act directly or

through its agents or attorneys pursuant to agreements entered into with any of them, and the

Owner Trustee shall not be liable for the conduct or misconduct of such agents or attorneys if

such agents or attorneys shall have been selected by the Owner Trustee with reasonable care, and

(ii) may consult with counsel, accountants and other skilled Persons to be selected with

reasonable care and employed by it. The Owner Trustee shall not be liable for anything done,

sutTered or omitted in good faith by it in accordance with the written opinion or advice of any

such counsel, accountants or other such Persons; provided, however, that the Owner Trustee

shall use its best efforts to procure and provide to such counsel, accountants or other such

Persons all such documents and information as may be reasonably necessary for such Persons to

render such opinion or advice.

SECTION 7.05. Not Acting in Individual Capacity. Except as provided in this

Article VII, in accepting the trusts hereby created the Trust Company acts solely as Owner

Trustee hereunder and not in its individual capacity, and all Persons having any claim against the

Owner Trustee or the Trust by reason of the transactions contemplated by this Agreement or any

other Program Document shall look only to the Owner Trust Estate for payment or satisfaction

thereof.

SECTION 7.06. Owner Trustee Not Liable for Certificates or Receivables. The

recitals contained herein and in the Certificates (other than the signature and any authentication

of the Owner Trustee on the Certificates) shall be taken as the statements of the Depositor, and

the Owner Trustee assumes no responsibility for the correctness thereof. The Owner Trustee

makes no representations as to the validity or sufficiency of this Agreement, of any other

Program Document or of the Certificates (other than the signature and any authentication of the

Owner Trustee on the Certificates) or the Notes, or of any Pooled Receivable or related

documents. The Owner Trustee shall at no time have any responsibility or liability for or with

respect to the legality, validity and enforceability of any Program Document to which the Owner

Trustee or the Trust is to be a party, any Pooled Receivable, or the perfection and priority of any

security interest created by any Pooled Receivable in any Financed Vehicle or the maintenance

of any such perfection and priority, or for or with respect to the sufficiency of the Owner Trust

Estate or its ability to generate the payments to be distributed to Certificateholders under this

Agreement or the Noteholders under the Indenture, including, without limitation: the existence,

condition and ownership of any Financed Vehicle; the existence and enforceability of any

insurance thereon; the existence and contents of any Pooled Receivable on any computer or other

record thereof; the validity of the assignment of any Pooled Receivable to the Trust or of any

NY3:#7455384 18
Trustee in its individual or any other capacity may become the owner or pledgee of Certificates

or Notes and may deal with the Seller, the Depositor, the Indenture Trustee and the Servicer in

banking transactions with the same rights as it would have if it were not Owner Trustee.

SECTION 7.08. Sales Finance Licenses. The Administrator shall use its best

efforts to maintain, and the Administrator shall cause the Trust to use its best efforts to maintain,

the effectiveness of all licenses required under the Pennsylvania Motor Vehicle Sales Finance

Act and the Annotated Code of Maryland Financial Institutions § I I-403 in connection with this

Agreement and the other Program Documents and the transactions contemplated hereby and

thereby until such time as the Trust shall tenninate in accordance with the tenns hereof.

SECTION 7.09. Concerning the Trust Company. Notwithstanding anything to the

contrary herein or elsewhere, all of the rights, benefits, protections, privileges, immunities and

indemnities of the Person acting as Owner Trustee also apply to the Trust Company.

ARTICLE VIII

Compensation of Owner Trustee

SECTION 8.01. Owner Trustee's Fees and Expenses. The Trust Company shall

receive as compensation for its services hereunder such fees as have been separately agreed upon

before the date hereof between the Servicer and the Trust Company, and the Trust Company

shall be entitled to be reimbursed by the Servicer for its other reasonable expenses hereunder,

including the reasonable compensation, expenses and disbursements of such agents,

representatives, experts and counsel as the Owner Trustee may employ in connection with the

exercise and perfonnance of its power, authority, rights and its duties hereunder.

SECTION 8.02. Indemnification. To the fullest extent pennitted by law, and

notwithstanding any other provision in this Agreement or elsewhere, the Servicer shall be liable

as primary obligor for, and shall indemnify, defend and hold hannless the Trust Company, and

its successors, assigns, agents, servants, officers, directors and employees (collectively, the

"Indemnified Parties") from and against, any and all liabilities, obligations, losses, damages,

taxes, claims, actions, fees, penalties, demands, proceedings, and suits, and any and all costs,

expenses and disbursements (including, without limitation, reasonable legal fees and expenses)

of any kind and nature whatsoever (collectively, "Expenses"), which may at any time be imposed

on, incurred by, or asserted against the Owner Trustee or any Indemnified Party in any way

relating to or arising out of or in connection with this Agreement, the other Program Documents,

the Owner Trust Estate, the Trust, or any action or inaction of the Owner Trustee relating thereto,

except only that the Servicer shall not be liable for or required to indemnify an Indemnified Party

from and against Expenses arising or resulting from any of the matters described in the third

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Trustee pursuant to this Article VIII shall be deemed not to be a part of the Owner Trust Estate

immediately after such payment.

ARTICLE IX

Termination of Trust Agreement

SECTION 9.0 I. Termination of Trust Agreement. (a) The Trust shall dissolve

upon payment in full of aH obligations of the Trust under the Indenture, and upon the final

distribution by the Owner Trustee of all moneys or other property or proceeds of the Owner

Trust Estate in accordance with the terms ofthe Indenture and Article V hereof. The bankruptcy,

liquidation, dissolution, death or incapacity of any Certificateholder shall not (x) operate to

dissolve or terminate this Agreement or the Trust or (y) entitle such Certificateholder's legal

representatives or heirs to claim an accounting or to take any action or proceeding in any court

for a partition or winding up of all or any part of the Trust or Owner Trust Estate or (z) otherwise

affect the rights, obligations and liabilities of the parties hereto. The Trust shaH be entitled to

deduct from the final distribution to the Certificateholders any amounts required to pay any other

claims against and obligations of the Trust in accordance with Section 3808(e) of the Statutory

Trust statute.

(b) Except as provided in Section 9.01 (a), neither the Depositor nor any

Certificateholder shall be entitled to revoke, dissolve or tem1inate the Trust.

(c) Notice of any dissolution of the Trust, specifYing the Payment Date upon which

Certificateholders shall surrender their Certificates to the Paying Agent for payment of the final

distribution and cancellation, shall be given by the Owner Trustee by letter to Certificateholders

(with a copy to the Indenture Trustee) mailed within five (5) Business Days of receipt by the

Owner Trustee of a notice of such termination from the Servicer, which such notice of

tem1ination shall state (i) the Payment Date upon or with respect to which final payment of the

Certificates shall be made upon presentation and surrender of the Certificates at the office of the

Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the

Record Date otherwise applicable to such Payment Date is not applicable, payments being made

only upon presentation and surrender of the Certificates at the office of the Paying Agent therein

specified. The Servicer shall give such notice of termination to the Certificate Registrar (if other

than the Owner Trustee) and the Paying Agent at the time such notice is given to

Certificateholders. Upon presentation and surrender of the Certificates, the Paying Agent shall

cause to be distributed to Certificateholders amounts distributable on such Payment Date

pursuant to Section 5.02.

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appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining

Certificateholders concerning sun-ender of their Certificates, and the cost thereof shall be paid

out of the funds and other assets that shall remain subject to this Agreement. Subject to

applicable escheat laws, any funds remaining in the Trust after exhaustion ofsuch remedies shall

be distributed by the Paying Agent to the Depositor.

(d) Upon the completion of the winding up of the Trust in accordance with

Section 3808 of the Statutory Trust Statute and at the written direction of the Depositor, the

Owner Trustee, at the expense of the Depositor shall cause the Certificate of Trust to be

cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the

provisions of Section 3810 of the Statutory Trust Statute and the Trust and this Agreement (other

than Article VIII) shall terminate and be of no further force or effect.

ARTICLE X

Successor Owner Trustees and Additional Owner Trustees

SECTION 10.0 I. Eligibility Requirements for Owner Trustee. The Owner Trustee

shall at all times be a national banking association or corporation organized under the laws of

the United States or any State and satisfying the provisions of Section 3807(a) of the Statutory

Trust Statute; authorized to exercise corporate trust powers; having a combined capital and

surplus of at least $50,000,000 and subject to supervision or examination by federal or state

authorities; and having (or having a parent that has) time deposits that are rated at least "P-I" by

Moody's and "A-I" by S & P. If such national banking association or corporation shall publish

reports of condition at least annually pursuant to law or to the requirements of the aforesaid

supervising or examining authority, then for the purpose of this Section, the combined capital

and surplus of such corporation shall be deemed to be its combined capital and surplus as set

forth in its most recent report of condition so published. In case at any time the Owner Trustee

shall cease to be eligible in accordance with the provisions of this Section, the Owner Trustee

shall resign immediately in the manner and with the effect specified in Section 10.02.

SECTION 10.02. Resignation or Removal of Owner Trustee. The Owner Trustee

may at any time resign and be discharged from the trusts hereby created by giving written notice

thereof to the Administrator. Upon receiving such notice of resignation, the Administrator shall

promptly appoint a successor Owner Trustee (with the prior written consent of the Indenture

Trustee as directed in writing by the Majority Investors) by written instrument, in duplicate, one

copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the

successor Owner Trustee. If no successor Owner Trustee shall have been so appointed and have

accepted appointment within 30 days after the giving of such notice of resignation, the resigning

Owner Trustee may petition any court of competent jurisdiction for the appointment of a

successor Owner Trustee.

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Administrator may remove the Owner Trustee. If the Administrator shall remove the Owner

Trustee under the authority of the immediately preceding sentence, the Administrator shall

promptly appoint a successor Owner Trustee (with the prior written consent of the Indenture

Trustee) by written instrument, in duplicate, one copy of which instrument shall be delivered to

the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee, and shall

pay all amounts owed to the outgoing Owner Trustee in its individual capacity.

Any resignation or removal of the Owner Trustee and appointment of a successor Owner

Trustee pursuant to any of the provisions of this Section shall not become effective until

acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 and any

such removal shall be subject to payment of all amounts owed to the outgoing Owner Trustee in

its individual capacity.

SECTION 10.03. Successor Owner Trustee. Any successor Owner Trustee

appointed pursuant to Section 10.02 shall execute, acknowledge and deliver to the Administrator

and to its predecessor Owner Trustee an instrument accepting such appointment under this

Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall"

become effective, and such successor Owner Trustee, without any further act, deed or

conveyance, shall become fully vested with all the rights, powers, duties and obligations of its

predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The

predecessor Owner Trustee shall upon payment of all amounts owed to it in its individual

capacity deliver to the successor Owner Trustee all documents and statements and monies held

by it under this Agreement; and the Administrator and the predecessor Owner Trustee shall

execute and deliver such instruments and do such other things as may reasonably be required for

fully and certainly vesting and confirming in the successor Owner Trustee all such rights,

powers, duties and obligations.

No successor Owner Trustee shall accept appointment as provided in this Section unless

at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to

Section 10.01.

Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section,

the Administrator shall mail notice thereof to all Ccrtificatcholders and the Indenture Trustee. If

the Administrator shall fail to mail such notice within 10 days after acceptance of such

appointment by the successor Owner Trustee, the successor Owner Trustce shall cause such

noticc to be mailed at the expense of the Administrator.

SECTION 10.04. Merger or Consolidation of Owner Trustce. Any Person into

which the Owner Trustee may be merged or converted or with which it may be consolidated, or

any Person resulting from any merger, conversion or consolidation to which the Owner Trustee

shall be a party, or any Person succeeding to all or substantially all of the corporate trust business

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Trustee that are required under the Pennsylvania Motor Vehicle Sales Finance Act and the

Annotated Code of Maryland Financial Institutions § 11-403 in connection with the operation of

the Trust.

SECTION 10.05. Appointment of Co-Trustee or Separate Trustee. Notwithstanding

any other provisions of this Agreement, at any time, for the purpose of meeting any legal

requirements of any jurisdiction in which any part of the Owner Trust Estate or any Financed

Vehicle may at the time be located, the Administrator and the Owner Trustee acting jointly shall

have the power and shall execute and deliver all instruments to appoint one or more Persons

approved by the Administrator and Owner Trustee to act as co-trustee, jointly with the Owner

Trustee, or as separate trustee or separate trustees, of all or any part of the Owner Trust Estate,

and to vest in such Person, in such capacity, such title to the Trust or any part thereof and,

subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts

as the Administrator and the Owner Trustee may consider necessary or desirable. If the

Administrator shall not have joined in such appointment within 15 days after the receipt by it of

a request so to do, the Owner Trustee alone shall have the power to make such appointment. No

co-trustee or separate trustee under this Agreement shall be required to meet the terms of

eligibility as a successor Owner Trustee pursuant to Section 10.0 I and no notice of the

appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.03.

Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed

and act subject to the following provisions and conditions:

(a) All rights, powers, duties and obligations conferred or imposed upon the Owner

Trustee shall be conferred upon and exercised or performed by the Owner Trustee and such

separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee

is not authorized to act separately without the Owner Trustee joining in such act), except to the

extent that under any law of any jurisdiction in which any particular act or acts are to be

performed, the Owner Trustee shall be incompetent or unqualified to perfonn such act or acts, in

which event such rights, powers, duties and obligations (including the holding of title to the

Owner Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and

performed singly by such separate trustee or co-trustee, but solely at the direction of the Owner

Trustee;

(b) No trustee under this Agreement shall be personally liable by reason of any act or

omission of any other trustee under this Agreement; and

(c) The Administrator and the Owner Trustce acting jointly may at any time accept

the rcsignation of or remove any separate trustee or co-trustec.

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provided therein, subject to all the provisions of this Agreement, specifically including every

provision of this Agreement relating to the conduct of, affecting the liability of, or affording

protection to, the Owner Trustee. Each such instrument shall be tiled with the Owner Trustee

and a copy thereof given to the Administrator.

Any separate trustee or co-trustee may at any time appoint the Owner Trustee as its agent

or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any

lawful act under or in respect of this Agreement on its behalf and in its name. If any separate

trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates,

properties, rights, remedies and trusts shall vest in and be exercised by the Owner Trustee, to the

extent permitted by law, without the appointment of a new or successor co-trustee or separate

trustee.

ARTICLE XI

Miscellaneous

SECTION 11.0 I. Supplements and Amendments. This Agreement may be amended

by the Depositor and the Owner Trustee, upon issuance of an Issuer Tax Opinion, which shall

not be at the expense of the Owner Trustee, with the consent of the Majority Investors and the

consent of the Holders of Certificates evidencing not less than a majority of the Percentage

Interests evidenced by the Certificates; provided, however, that no such amendment shall

(a) increase or reduce in any manner the amount of, or accelerate or delay the timing of,

collections of payments on Pooled Receivables or distributions that shall be required to be made

for the benefit of the Noteholders or the Certificateholders, without the consent of the Holders of

all the outstanding Notes and Certificates, (b) reduce the aforesaid percentage of the principal

amount of the Notes required to consent to any such amendment, without the consent of all

Noteholders or (c) reduce the aforesaid percentage of the Percentage Interests evidenced by the

Certificates required to consent to any such amendment, without the consent of the Holders of all

Certiticates; and provided further, notwithstanding any other provision in this Agreement or

elsewhere, that any amendment or modification of or supplement to this Agreement or any other

document that will affect any right, power, authority, duty, liability, benefit, protection, privilege,

immunity, or indemnity of the Owner Trustee (as such or in its individual capacity) shall not be

binding on the Owner Trustee (as such or in its individual capacity), unless the Owner Trustee in

its individual capacity has specifically consented thereto in writing.

Notwithstanding any of the foregoing to the contrary, to the extent that any such

amendment, modification or supplement could reasonably be expected to have a material

adverse affect on any Hedge Counterparty, such amendment, modification or supplement shall

require the consent ofsuch Hedge Counterparty.

NY3:#7455384 24
this Section to approve the particular form of any proposed amendment or consent, but it shall be

sufficient if such consent shall approve the substance thereof. The manner of obtaining such

consents (and any other consents of Certificateholders provided for in this Agreement or in any

other Program Document) and of evidencing the authorization of the execution thereof by

Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may

prescribe.

Promptly after the execution of any amendment to the Certificate of Trust, the Owner

Trustee shall cause the filing ofsuch amendment with the Secretary of State.

Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the

Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel to the Depositor

or the Holders (which shall not be at the expense of the Owner Trustee or the Trust Company)

stating that the execution of such amendment is authorized or permitted by this Agreement. The

Owner Trustee may, but shall not be obligated to, enter into any such amendment that affects the

Owner Trustee's own rights, duties or immunities under this Agreement or otherwise.

In connection with the execution of any amendment to this Agreement or any amendment

of any other agreement to which the Trust is a party, the Owner Trustee shall be entitled to

receive and conclusively rely upon an Opinion ofCounsel to the Depositor or the Holders (which

shall not be at the expense of the Owner Trustee or the Trust Company) to the effect that such

amendment is authorized or permitted by the Program Documents and that all conditions

precedent in the Program Documents for the execution and delivery thereof by the Trust or the

Owner Trustee, as the case may be, have been satisfied.

SECTION 11.02. No Legal Title to Owner Trust Estate in Certificateholders. The

Certificateholders shall not have legal title to any part of the Owner Trust Estate. The

Certificateholders shall be entitled to receive distributions with respect to their undivided

beneficial interest therein only in accordance with Articles V and IX. No transfer, by operation

of law or otherwise, of any right, title or interest of the Certificateholders to and in their

beneficial interest in the Trust shall operate to terminate this Agreement or the trusts hereunder

or entitle any transferee to an accounting or to the transfer to it of legal title to any part of the

Owner Trust Estate.

SECTION 11.03. Limitations on Rights of Others. The provisions of this Agreement

are solely for the benefit of the Owner Trustee, the Trust Company, the Depositor, the

Certificateholders, the Administrator and, to the extent expressly provided herein, the Indenture

Trustee and the Noteholders, and nothing in this Agreement, whether express or implied, shall be

construed to give to any other Person any legal or equitable right, remedy or claim in the Owner

Trust Estate or under or in respect of this Agreement or any covenants, conditions or provisions

contained herein.

NY3:#7455384 25
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address as shall be designated by such party in a written notice to each other party.

(b) Any notice required or permitted to be given to a Certificateholder shall be given

by first-class mail, postage prepaid, at the address of such Holder as shown in the Certificate

Register. Any notice so mailed within the time prescribed in this Agreement shall be

conclusively presumed to have been duly given, whether or not the Certificateholder receives

such notice.

SECTION 11.05. Severability. Any provision ofthis Agreement that is prohibited or

unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent ofsuch

prohibition or unenforceability without invalidating the remaining provisions hereof, and any

such prohibition or unenforceabiIity in any jurisdiction shall not invalidate or render

unenforceable such provision in any other jurisdiction.

SECTION 11.06. Separate Counterparts. This Agreement may be executed by the

parties hereto in separate counterparts, each of which when so executed and delivered shall be an

original, but all such counterparts shall together constitute but one and the same instrument.

SECTION 11.07. Successors and Assigns. All covenants and agreements contained

herein shall be binding upon, and inure to the benefit of, each of the Depositor and its permitted

assignees, the Owner Trustee and its successors and each Certificateholder and its successors and

permitted assigns, all as herein provided. Any request, notice, direction, consent, waiver or other

instrument or action by a Certificateholder shall bind the successors and assigns of such

Certificateholder.

SECTION 11.08. No Petition. The Owner Trustee, by entering into this Agreement,

each Certificateholder, by accepting a Certificate, and the Indenture Trustee and each

Noteholder, by accepting the benefits of this Agreement, hereby covenant and agree that they

will not at any time institute against the Depositor or the Trust, or join in any institution against

the Depositor or the Trust of, any bankruptcy proceedings under any United States federal or

state bankmptcy or similar law in connection with any obligations relating to the Certificates, the

Notes, this Agreement or any of the other Program Documents.

SECTION 11.09. No Recourse. Each Certificateholder by accepting a Certificate

acknowledges that such Certificateholder's Certificates represent beneficial interests in the Trust

only and do not represent interests in or obligations of the Depositor, the Servicer, the

Administrator, the Seller, the Owner Trustee, the Trust Company, the Indenture Trustee or any

Affiliate thereof and no recourse may be had against such parties or their assets, except as may

be expressly set forth or contemplated in this Agreement, the Certificates or the other Program

Documents.

NY3:il7455384 26
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE

DETERMINED IN ACCORDANCE WITH SUCH LAWS.

SECTION 11.12. Certificate Transfer Restrictions. The Certificates or any interest

therein may not be acquired by or for the account of (i) an employee benefit plan (as defined in

Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA, (ii) a plan described

in Section 4975(e)(I) of the Code, (iii) any entity whose underlying assets include plan assets by

reason of an employee benefit plan or plan's investment in the entity or (iv) a governmental,

non-U.S., church or other plan that is subject to non-U.S. state, local or other federal laws that

are substantially similar to the fiduciary responsibility provisions of ERISA or the provisions of

Section 4975 of the Code (each, a "Benefit Plan"). By accepting and holding a Certificate, the

Holder thereof shall be deemed to have represented and warranted that during any period it holds

any interest in a Certificate it is not a Benefit Plan.

SECTION 11.13. Depositor Payment Obligation. The Depositor shall be responsible

for the payment of all fees and expenses of the Trust, the Owner Trustee, the Trust Company and

the Indenture Trustee paid by any of them in connection with any of their obligations under the

Program Documents to obtain or maintain, on behalf of the Trust, any required licenses under the

Pennsylvania Motor Vehicle Sales Finance Act and the Annotated Code of Maryland Financial

Institutions § 11-403.

SECTION 11.14. Indenture Trustee Rights. The Indenture Trustee shall be entitled

to all of the same rights, protections, immunities and indemnities set forth in the Indenture as if

specifically set forth herein.

SECTION 11.15. Third Party Beneficiaries. This Agreement will inure to the benefit

of the Indenture Trustee and its respective successors as permitted assigns.

NY3:#7455384 27
CHRYSLER BALLOON DEPOSITOR II LLC, as Depositor

By: Chrysler FiNUlCial Services Americas LLC, as

Member

By:

Name:

Title: Vice President & Treasurer ofthe Member

NY):f7USJ14
By:

NY3:#74SS384

Amended a1Cd Restated Trust Agreement
By:

Name:

Title: Vice President and Treasurer

./mended und Rt'.lIufed T/1/Jt Agrellnt'nf
By:

Name:

Title: ASSISTANT VICE PRESIDENT

Amendedalld Restated TT14S1 Agrnmrent
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION

THEREFROM. IN ADDITION, THE TRANSFER OF THIS CERTIFICATE IS SUBJECT TO

CERTAIN RESTRICTIONS AND CONDITIONS SET FORTH IN SECTION 3.04 OF THE

TRUST AGREEMENT UNDER WHICH THIS CERTIFICATE IS ISSUED (A COPY OF

WHICH TRUST AGREEMENT IS AVAILABLE FROM THE OWNER TRUSTEE OR UPON

REQUEST), INCLUDING RECEIPT BY THE OWNER TRUSTEE OF AN INVESTMENT

LETTER IN WHICH THE TRANSFEREE MAKES CERTAIN REPRESENTATIONS.

THIS TRUST CERTIFICATE OR ANY INTEREST HEREIN MAY NOT BE ACQUIRED BY

OR HELD WITH PLAN ASSETS OF ANY "EMPLOYEE BENEFIT PLAN" AS DEFINED IN

SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,

AS AMENDED ("ERISA"), THAT IS SUBJECT TO TITLE I OF ERISA OR ANY "PLAN"

AS DEFINED IN SECTION 4975(e)(l) THAT IS SUBJECT TO SECTION 4975 OF THE

INTERNAL REVENUE CODE OF 1986, AS AMENDED, (THE "CODE") OR ANY ENTITY

WHOSE UNDERLYING ASSETS INCLUDE "PLAN ASSETS" BY REASON OF AN

EMPLOYEE BENEFIT PLAN'S OR A PLAN'S INVESTMENT IN THE ENTITY OR A

GOVERNMENTAL, NON-U.S., CHURCH OR OTHER PLAN THAT IS SUBJECT TO ANY

NON-U.S., STATE, LOCAL, OR OTHER FEDERAL LAW THAT IS SUBSTANTIALLY

SIMILAR TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF TITLE I OR ERISA

OR THE PROVISIONS OF SECTION 4975 OF THE CODE (EACH A "BENEFIT PLAN

INVESTOR"). BY ACCEPTANCE OF THIS TRUST CERTIFICATE OR AN INTEREST

THEREIN, THE HOLDER HEREOF SHALL BE DEEMED TO REPRESENT AND

WARRANT THAT ITS ACQUISITION AND HOLDING IS IN COMPLIANCE WITH THE

FOREGOING RESTRICTION ON BENEFIT PLAN ASSETS.

THIS CERTIFICATE IS NOT TRANSFERABLE UNLESS THE INDENTURE TRUSTEE

CONSENTS THERETO AND THE PARTY TRANSFERRING THIS CERTIFICATE (1)

DELIVERS TO THE OWNER TRUSTEE AND THE DEPOSITOR AN OPINION OF

COUNSEL STATING THE CIRCUMSTANCES AND CONDITIONS UPON WHICH THIS

CERTIFICATE MAY BE TRANSFERRED AND THAT SUCH TRANSFER AS DESCRIBED

THEREIN WILL NOT CAUSE THE TRUST TO BE CLASSIFIED AS AN ASSOCIATION

(OR A PUBLICLY TRADED PARTNERSHIP) TAXABLE AS A CORPORATION FOR

FEDERAL INCOME TAX PURPOSES AND (II) DELIVERS TO THE INDENTURE

TRUSTEE ANY TRANSFER DOCUMENTATION REQUIRED BY THE TERMS OF THE

INDENTURE. BASED UPON SUCH OPINION (IF REQUIRED), THE OWNER TRUSTEE

WILL NOTIFY THE HOLDER OF THIS CERTIFICATE THAT THIS CERTIFICATE MAY

BE TRANSFERRED IN ACCORDANCE WITH THE CONDITIONS SET FORTH IN SUCH

OPINION OF COUNSEL, AND THE HOLDER OF THIS CERTIFICATE MAY EXCHANGE

THIS CERTIFICATE FOR A CERTIFICATE OF LIKE DENOMINATION AND TENOR,

No. R-l

NY3:#7455384

A-I-1 Percentage Interest: __%
A-1-2

NY3:#7455384
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(This Certificate does not represent an interest in or obligation of Chrysler Financial Services

Americas LLC or any of its affiliates, except to the extent described below.)

THIS CERTIFIES THAT is the

registered owner of a PERCENT

nonassessable, fully- paid, undivided percentage interest in Chrysler LB Receivables Trust (the

"Trust"), fonned by Chrysler Balloon Depositor II LLC, a Delaware limited liability company

(the "Depositor").

The Trust was created pursuant to a Trust Agreement dated as of June 8, 2007, as

amended and restated by the Amended and Restated Trust Agreement dated as of January 14,

2009 (as so amended and restated and further amended or supplemented from time to time, the

"Trust Agreement"), between the Depositor and U.S. Bank Trust National Association, as owner

trustee (the "Owner Trustee"), a summary of certain of the pertinent provisions of which is set

forth below. To the extent not otherwise defined herein, the capitalized tem1S used herein have

the meanings assigned to them in the Trust Agreement or the Sale and Servicing Agreement

dated as of January 14, 2009 (as amended and supplemented from time to time, the "Sale and

Servicing Agreement"), among the Trust, the Depositor, as seller, and Chrysler Financial

Services Americas LLC as servicer (in such capacity, the "Servicer"), as applicable. In the event

of any conflict between the terms of this Certificate and the Trust Agreement, the terms of the

Trust Agreement shall control.

This Certificate is one of the duly authorized class of certificates (herein called the

"Certificates"). Also issued under an Indenture dated as of January 14, 2009 (the "Indenture"),

between the Trust and Deutsche Bank Trust Company Americas, as indenture trustee, are three

classes of Notes designated as "Class A Floating Rate Asset Backed Notes" (the "Class A

Notes"), "Class B Floating Rate Asset Backed Notes" (the "Class B Notes") and "Class C

Floating Rate Asset Backed Notes" (the "Class C Notes" and, together with the Class A Notes

and Class B Notes, the "Notes"). This Certificate is issued under and is subject to the terms,

provisions and conditions of the Trust Agreement, to which Trust Agreement the Holder of this

Certificate by virtue of its acceptance hereof assents and by which such Holder is bound. The

property of the Trust consists of retail installment sale contracts and retail auto loans for new and

used automobiles and light duty trucks (collectively, the "Pooled Receivables") transferred to the

Trust from time to time by the Depositor pursuant to the Sale and Servicing Agreement and all

Related Property with respect thereto.

It is the intention of the parties hereto that, solely for income and franchise tax purposes,

the Trust shall be treated as a security arrangement, with the assets of the Trust being the Pooled

Receivables and other assets held by the Trust, the owner of the Pooled Receivables being the

A-1-3

NY3:#7455384
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the partnership being the Certificateholders and the Notes being debt of the partnership. The

Depositor and the other Certificateholders, by acceptance of a Certificate, agree to treat, and to

take no action inconsistent with the treatment of, the Certificates for such tax purposes as

partnership interests in the Trust.

Each Certificatcholder, by its acceptance of a Certificate covenants and agrees that such

Certificateholder wilI not at any time institute against the Depositor, or join in any institution

against the Depositor any bankruptcy, reorganization, arrangement, insolvency or liquidation

proceedings, or other proceedings under any United States federal or state bankruptcy or similar

law in connection with any obligations relating to the Certificates, the Notes, the Trust

Agreement or any of the other Program Documents.

Distributions on this Certificate will be made as provided in the Trust Agreement by the

Paying Agent by wire transfer or check mailed to the Certificateholder of record in the

Certificate Register without the presentation or surrender of this Certificate or the making of any

notation hereon. Except as otherwise provided in the Trust Agreement and notwithstanding the

above, the final distribution on this Certificate will be made after due notice of the pendency of

such distribution and only upon presentation and surrender of this Certificate at the office or

agency maintained for that purpose by the Paying Agent in the Borough of Manhattan, The City

of New York.

Reference is hereby made to the further provisions of this Certificate set forth on the

reverse hereof, which further provisions shall for all purposes have the same effect as ifset forth

at this place.

Unless the certificate of authentication hereon shall have been executed by an authorized

officer of the Owner Trustee, by manual signature, this Certificate shall not entitle the Holder

hereof to any benefit under the Trust Agreement or be valid for any purpose.

THIS CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE

LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF

LAW PROVISIONS, AND THE OBLIGAnONS, RIGHTS AND REMEDIES OF THE

PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCHLAWS.

A-I-4

NY3:#7455384
but solely as Owner Trustee

Dated:

_

Authorized Signatory

OWNER TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one ofthe Certificates referred to in the within-mentioned Trust Agreement.

U.S. BANK TRUST NATIONAL

ASSOCIATION, as Owner Trustee

by: _

Authorized Signatory

A-I-5

NY3#7455384

DEUTSCHE BANK TRUST COMPANY

AMERICAS, as Authenticating Agent

by: _

Authorized Signatory

by: __:---:- _

Authorized Signatory
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collections and recoveries with respect to the Pooled Receivables (and certain other amounts), all

as more specifically set forth herein and in the Sale and Servicing Agreement and the Indenture.

A copy of each of the Indenture, the Sale and Servicing Agreement and the Trust Agreement

may be examined by any Certificateholder upon written request during normal business hours at

the principal office ofthe Depositor and at such other places, if any, designated by the Depositor.

The Trust Agreement permits, with certain exceptions therein provided, the amendment

thereof and the modification of the rights and obligations of the Depositor and the rights of the

Certificateholders under the Trust Agreement at any time by the Depositor and the Owner

Trustee with the consent of the Majority Investors and the Holders of the Certificates evidencing

not less than a majority of the Percentage Interests evidenced by the outstanding Certificates.

Any such consent by the Holder of this Certificate shall be conclusive and binding on such

Holder and on all future Holders of this Certificate and of any Certificate issued upon the transfer

hereof or in exchange herefor or in lieu whether or not notation of such consent is made

upon this Certificate. The Trust Agreement also permits the amendment thereof, in certain

limited circumstances, without the consent of the Noteholders or the Holders of any Certificates.

As provided in the Trust Agreement and subject to certain limitations therein set forth,

the transfer of this Certificate is registerable in the Certificate Register upon surrender of this

Certificate for registration of transfer at the offices or agencies of the Certificate Registrar

accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and

the Certificate Registrar duly executed by the Holder hereof or such Holder's attorney duly

authorized in writing, and the consent of the Indenture Trustee as provided in the Trust

Agreement, and thereupon one or more new Certificates of authorized denominations evidencing

the same aggregate Percentage Interest in the Trust will be issued to the designated transferee.

The initial Certificate Registrar appointed under the Trust Agreement is Deutsche Bank Trust

Company Americas, New York, New York.

The Certificates are issuable only as registered Certificates. As provided in the Trust

Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for

new Certificates of authorized denominations evidencing the same aggregate Percentage Interest,

as requested by the Holder surrendering the same. No service charge will be made for any such

registration of transfer or exchange, but the Owner Trustee or the Certificate Registrar may

require payment of a sum sufficient to cover any tax or governmental charge payable in

connection therewith.

The Owner Trustee, the Certificate Registrar and any agent of the Owner Trustee or the

Certificate Registrar may treat the Person in whose name this Cel1ificate is registered as the

owner hereof for all purposes, and none of the Owner Trustee, the Certificate Registrar or any

such agent shall be affected by any notice to the contrary.

A-1-6

NY3:#7455384
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provided, however, such right of purchase is exercisable only as of the last day of any Collection

Period as of which the Pool Balance is less than or equal to 10% of the Pool Balance measured

immediately after giving effect to the last Transfer.

The Trust Certificates may not be acquired or held by or for the account of (a) an

employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the provisions of

Title I of ERISA, (b) a plan described in Section 4975(e)(I) of the Code or (c) any entity whose

underlying assets include plan assets by reason of an employee benefit plan's or a plan's

investment in the entity including, without limitation, an insurance company general account

(each a "Benefit Plan Investor"). The Holder of this Trust Certificate shall be required to

represent and warrant that it is not a Benefit Plan Investor.

A-I-7

NY3:#7455384
(Please print or type name and address, including postal zip code, of assignee)

the within Certificate, and all rights thereunder, and hereby irrevocably constitutes and appoints

__________, attorney, to transfer said Certificate on the books of the Certificate

Registrar, with full power ofsubstitution in the premises.

Dated:

*

*

Signature Guaranteed:

*

NOTICE: The signaulre to this assignment must correspond with the name of the registered owner as it

appears on the face of the within Certificate in every particular, without alteration, enlargement or any

change whatever.

A-1-8

NY:1:#7455384
NY3:#7455384

B-1
27777 Inkster Road

Farmington Hills, Michigan 48334

U.S. Bank Trust National Association

[Owner Trustee Address]

Re: Chrysler LB Receivables Trust Certificates

Ladies and Gentlemen:

In connection with our disposition of the above-referenced Certificates (the

"Certificates") we certifY that (a) we understand that the Certificates have not been registered

under the Securities Act of 1933, as amended (the "AcC), and are being transferred by us in a

transaction that is exempt from the registration requirements of the Act and (b) we have not

offered or sold any Certificates to, or solicited offers to buy any Certificates from, any person, or

otherwise approached or negotiated with any person with respect thereto, in a manner that would

be deemed, or taken any other action which would result in, a violation of Section 5 ofthe Act.

Very truly yours,

[NAME OF TRANSFEROR]

By:

Authorized Officer

NY3:#7455384 C-l
27777 Inkster Road

Farnlington Hills, Michigan 48334

U.S. Bank Trust National Association

[Owner Trustee Address]

Re: Chrysler LB Receivables Trust Certificates

Ladies and Gentlemen:

In connection with our acqUIsItIon of the above-referenced Certificates (the

"Certificates") we certify that (a) we understand that the Certificates are not being registered

under the Securities Act of 1933, as amended (the "AcC), or any state securities laws and are

being transferred to us in a transaction that is exempt from the registration requirements of the

Act and any such laws, (b) we are an "accredited investor", as defined in Regulation D under the

Act, and have such knowledge and experience in financial and business matters that we are

capable of evaluating the merits and risks of investments in the Certificates, (c) we have had the

opportunity to ask questions of and receive answers from the seller concerning the purchase of

the Certificates and all matters relating thereto or any additional information deemed necessary

to our decision to purchase the Certificates, (d) we are acquiring the Certificates for investment

for our own account and not with a view to any distribution of such Certificates (but without

prejudice to our right at all times to sell or otherwise dispose of the Certificates in accordance

with the following sentence), (e) we have not offered or sold any Certificates to, or solicited

offers to buy any Certificates from, any person, or otherwise approached or negotiated with any

person with respect thereto, or taken any other action that would result in a violation of Section 5

of the Act or any state securities laws and (f) we are not a Benefit Plan and will not acquire or

hold the Certificates on behalf of or with "plan assets" of a Benefit Plan (as such term is defined

in the Amended and Restated Trust Agreement, dated as ofJanuary 14, 2009, between Chrysler

Balloon Depositor II LLC, as Depositor, and U.S. Bank Trust National Association, as Owner

Trustee, (the "Trust Agreement"). We are acquiring the Certificates for our own account and

understand that the Certificates may be resold, pledged or transferred only (i) (A) in a transaction

exempt from the registration requirements of the Act and applicable state securities or "blue sky"

laws and, if requested, we will at our expense provide an Opinion of Counsel satisfactory to the

addressees of this certificate that such sale, transfer or other disposition may be made pursuant to

an exemption from the Act or (B) to a person is a Qualified Purchasers and who we reasonably

believe is a "qualified institutional buyer" within the meaning of Rule l44A under the Act that is

aware that the sale or other transfer is being made in reliance on Rule 144A and acknowledges

that it has received such information regarding the Trust as such transferee has requested

pursuant to Rule 144A or has determined not to request such information and that it is aware that

the transferor is relying upon its foregoing representations in order to claim the exemption from

NY3:#7455384 0-1
By:

Authorized Officer

NY3:#7455384 0-2
27777 Inkster Road

Farmington Hills, Michigan 48334

U.S. Bank Trust National Association

[Owner Trustee Address]

Re: Chrysler LB Receivables Trust Certificates

Ladies and Gentlemen:

In connection with our acqUIsItIon of the above-referenced Certificates (the

"Certificates") we certify that (a) we understand that the Certificates are not being registered

under the Securities Act of 1933, as amended (the "Act"), or any state securities laws and are

being transferred to us in a transaction that is exempt from the registration requirements of the

Act and any such laws, (b) we have such knowledge and experience in financial and business

matters that we are capable of evaluating the merits and risks of investments in the Certificates,

(c) we have had the opportunity to ask questions of and receive answers from the seller

concerning the purchase of the Certificates and all mattcrs relating thereto or any additional

information decmed neccssary to our decision to purchase the Certificates, (d) we have not, nor

has anyone acting on our bchalf, offered, transferred, pledged, sold or otherwise disposed of the

Certificates or any interest in the Certificates, or solicited any offcr to buy, transfer, pledge or

otherwise dispose of the Certificates or any interest in the CeI1ificates from any person in any

manner, or made any general solicitation by means of general advertising or in any other manner,

or taken any other action that would constitute a distribution of the Certificates under the Act or

that would render the disposition of the Certificates a violation of Section 5 of the Act or any

state securities laws or require registration pursuant thereto, and we will not act, or authorize any

person to act, in such manner with respect to the Certificates, (e) we are a "qualified institutional

buyer" as that term is defined in Rule l44A under the Act and (f) we are not a Benefit Plan and

will not acquire or hold the Certificates on behalf of or with "plan assets" of a Benefit Plan (as

such term is defined the Amended and Restated Trust Agreement, dated as of January 14, 2009,

between Chrysler Balloon Depositor II LLC, as Depositor, and U.S. Bank Trust National

Association, as Owner Trustee (the "Trust Agreement"). We are aware that the sale to us is

being made in reliance on Rule 144A and acknowledge that we have received such information

regarding the Trust as we have requested pursuant to Rule 144A or have determined not to

request such information and that we are aware that the seller is relying upon our foregoing

representations in order to claim the exemption from registration provided by Rule 144A. We

are acquiring the Certificates for our own account or for resale pursuant to Rule l44A and

understand that such Certificates may be resold, pledged or transferred only (i) (A) in a

transaction exempt from the registration requirements of the Act and applicable state securities

or "blue sky" laws and, if requested, we will at our expense provide an Opinion of Counsel

satisfactory to the addressees of this certificate that such sale, transfer or other disposition may

NY3:#7455384 E-I
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conditions for transfer set forth in the Trust Agreement.

Very truly yours,

[NAME OF TRANSFEREE]

By:

Authorized Officer

NY3:#74553S4 E-2
EXECUTION VERSION

LIMITED GUARANTY AGREEMENT

This LIMITED GUARANTY AGREEMENT (this "Guaranty Agreement") dated

as of January 14, 2009 of CHRYSLER HOLDING LLC, a Delaware limited liability company

("HoldCo"), is made in favor of THE UNITED STATES DEPARTMENT OF THE

TREASURY (the "Lender").

Reference is made to the (i) Purchase Agreement of even date herewith (as

amended, restated or otherwise modified from time to time, the "Purchase Agreement") by and

between Chrysler Financial Services Americas LLC, a Michigan limited liability company

("FinCo") and Chrysler Balloon Depositor II LLC, a Delaware limited liability company (the

"Depositor"), (ii) the Sale and Servicing Agreement (as amended, restated, supplemented or

otherwise modified from time to time, the "Sale and Servicing Agreement"), of even date

herewith, by and among the Depositor, Chrysler LB Receivables Trust, a Delaware statutory

trust (the "Borrower"), and FinCo, (iii) the Indenture of even date herewith (as amended, restated

or otherwise modified from time to time, the "Indenture") by and between the Borrower and

Deutsche Bank Trust Company Americas, a New York banking corporation (the "Indenture

Trustee"), and (iv) the Loan Agreement of even date herewith (as amended, restated or otherwise

modified from time to time, the "Loan Agreement") by and between the Borrower and the

Lender. Capitalized terms used in this Agreement and not otherwise defined herein shall have

the meanings assigned to them in the Loan Agreement or, if not defined therein, in Annex X to

the Sale and Servicing Agreement.

To induce the Lender to enter into the Loan Agreement and the other Program

Documents to which it is a party, and for other good and valuable consideration, the receipt and

sufficiency of which is hereby acknowledged, HoldCo is willing to execute and deliver this

Guaranty Agreement to the Lender and accordingly HoldCo does hereby agree as follows:

Section 1. Guaranty. From and after the date hereof, until the Termination

Date (defined below), HoldCo hereby irrevocably and unconditionally guarantees to the Lender,

the payment in full of all amounts paid by FinCo, if any, in violation of Section 18 of Schedule B

of the Purchase Agreement (the "Guaranteed Obligations"; and such guaranty being this

"Guaranty"). As to the Guaranteed Obligations, this Guaranty is a guaranty of payment and not

of collection. HoldCo will pay the Guaranteed Obligations to the Lender in accordance with

Section 2 hereof for application to the outstanding Obligations of the Borrower to the Lender

under the Program Documents.

HoldCo further agrees to pay any and all expenses (including, without limitation,

all reasonable fees and disbursements of counsel) which may be paid or incurred by the Lender

in enforcing any rights with respect to, or collecting, any or all of the Guaranteed Obligations

under this Guaranty Agreement.

By its acceptance of this Guaranty, the Lender acknowledges that HoldCo's

liability hereunder is limited solely to the payment of the Guaranteed Obligations, if any, and

that HoldCo has not guaranteed and is not otherwise liable for the payment or performance ofthe

Obligations of the Borrower or any other Program Party under the Program Documents in any

other circumstance or upon any other event.
Section 2. Payments. HoldCo shall notifY the Lender in writing promptly,

and in any event within two (2) Business Days, after it receives any Guaranteed Obligations, and

shall, upon the Lender's demand therefor, pay such amounts to the Lender, in U.S. Dollars, and

in accordance with the instructions of the Lender. Until the Lender has made demand for the

Guaranteed Obligations or notified HoldCo in writing that it will not make such demand with

respect to the Guaranteed Obligations identified in a written notice from HoldCo hereunder,

HoldCo shall segregate such amounts from its other funds and not use such amounts for any

other purpose.

HoldCo agrees that whenever, at any time, or from time to time, it shall make any

payment on account of its liability hereunder, it will notifY the Lender in writing that such

payment is made under this Guaranty Agreement for such purpose.

Section 3.

Continuing Agreement.

Obligations Absolute and Unconditional; Subrogation; Waiver;

(a) HoldCo hereby agrees that its obligations hereunder shall be absolute and

unconditional, not subject to any reduction, limitation, impairment, termination, defense, offset,

counterclaim or recoupment whatsoever (all of which are hereby expressly waived by HoldCo)

whether by reason of any claim of any character whatsoever, including, without limitation, any

claim of waiver, release, surrender, alteration or compromise, or by reason of any liability at any

time to HoldCo or otherwise, whether based upon any obligations or any other agreement or

otherwise, and howsoever arising, whether out of action or inaction or otherwise and whether

resulting from default, willful misconduct, negligence or otherwise, irrespective of: (i) the

validity, regularity or enforceability of any Program Document or any other agreement or

instrument referred to herein or therein; (ii) any change to any Program Document or amendment

to any Program Document; (iii) the absence of or delay in any action or notice to enforce any

other Program Document or this Guaranty Agreement; (iv) any waiver or consent by FinCo, the

Depositor, the Borrower, the Indenture Trustee, or the Lender with respect to any provision of

the Program Documents; (v) any modification or non-perfection of any lien on or security

interest in any Collateral granted pursuant to any Program Document; (vi) the recovery of any

judgment against FinCo, the Depositor, or the Borrower or any action to enforce the same; (vii)

any offset, counterclaim or recoupment which might become available to HoldCo relating to

FinCo, the Depositor, or the Borrower; (viii) any insolvency, bankruptcy, reorganization or

dissolution or any proceeding of FinCo, the Depositor, or the Borrower, including, without

limitation, rejection in bankruptcy of the Obligations of the Borrower under the Program

Documents; (ix) any other circumstances which may otherwise constitute a legal or equitable

discharge or defense of a surety, HoldCo or indemnitor; (x) any difference between the law

selected as the governing law of any other Program Document and the law selected as the

governing law of this Guaranty Agreement; or (xi) any other circumstances which might

otherwise constitute a defense available to, or a discharge of, FinCo, the Depositor, the Borrower

or any other person or entity in respect of their respective obligations under the Program

Documents. HoldCo covenants that the Guaranteed Obligations shall survive until the date on

which all Obligations of the Borrower to the Lender under the Program Documents have been

fully paid and the Lender no longer has any commitment to make further Advances (the

"Termination Date").

2
(b) HoldCo shall be subrogated to all rights of FinCo, the Depositor, or the

Borrower, as applicable, and its assigns in respect of any amounts paid by HoldCo pursuant to

the provisions of this Guaranty Agreement; provided, however, that HoldCo shall be entitled to

enforce, or to receive any payments arising out of or based upon, such right of subrogation only

after the Termination Date.

(c) HoldCo hereby waives any requirement that FinCo, the Depositor, the

Borrower, the Indenture Trustee, or the Lender protect, secure, perfect or insure any security

interest or lien or any property subject to any Program Document or exhaust any right or take

any action against any person or any Collateral.

(d) This Agreement shall continue to be effective or be reinstated, as the case

may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must

otherwise be returned upon the insolvency, bankruptcy or reorganization of HoldCo, FinCo, the

Depositor, or the Borrower, as applicable, or otherwise, all as though such payment had not been

made.

(e) Except as otherwise expressly provided herein, HoldCo waives any and all

notice of any kind including, without limitation, notice of the creation, renewal, extension or

accrual of any of the Obligations owing to Lender, and notice of or proof of reliance by the

Lender upon this Guaranty Agreement or acceptance of this Guaranty Agreement. All of the

Obligations owing to Lender by the Borrower shall conclusively be deemed to have been

created, contracted or incurred, or renewed, extended, amended or waived in reliance upon this

Guaranty Agreement and all dealings between Borrower and HoldCo, on the one hand, and the

Lender, on the other hand, likewise shall be conclusively presumed to have been had or

consummated in reliance upon this Guaranty Agreement. HoldCo waives diligence,

presentment, protest, demand for payment and notice of default or nonpayment to or upon

Borrower, Depositor, FinCo or HoldCo with respect to the Obligations owing to Lender. In

addition, HoldCo waives any requirement that the Lender exhaust any right, power or remedy or

proceed against Borrower, Depositor, FinCo or HoldCo.

Section 4. Miscellaneous.

(a) Notices. All notices to HoldCo under this Agreement shall, until HoldCo

furnishes written notice to the contrary, be in writing and mailed, faxed, or delivered to HoldCo

as follows:

Chrysler Holding LLC

(b) Governing Law. THIS AGREEMENT, INCLUDING THE RIGHTS

AND DUTIES OF THE PARTIES HERETO, SHALL, IN ACCORDANCE WITH SECTION

5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BE

GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO

3
ANY CONFLICTS OF LAW PRINCIPLES THEREOF THAT WOULD CALL FOR THE

APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION.

(c) Interpretation. The headings of the sections and other subdivisions of this

Agreement are inserted for convenience only and shall not be deemed to constitute a part hereof.

[Signature page follows]

4
IN WITNESS WHEREOF, HoldCo has caused its duly authorized representatives

to execute this Agreement as ofthe date first written above.

HoldCo Ouafllllty
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CHRYSLER FINANCIAL SERVICES AMERICAS LLC,

as Member,

as Special Member,

and

CHRYSLER BALLOON DEPOSITOR II LLC

AMENDED AND RESTATED LIMITED LIABILITY

COMPANY AGREEMENT

Dated as ofJanuary 14,2009
Section 1.01. Definitions 1

Section 1.02. Other Definitional Provisions 5

ARTICLE TWO

ORGANIZATION OF COMPANY

Section 2.01. Name and Office 6

Section 2.02. Registered Office 6

Section 2.03. Registered Agent. 6

Section 2.04. Member. 6

Section 2.05. Execution, Delivery and Filing ofCertificates 7

Section 2.06. Execution ofInstruments 7

ARTICLE THREE

PURPOSES

Section 3.01. Purposes 8

Section 3.02. Powers 9

Section 3.03. Limitations on the Company's Activities 10

Section 3.04. Independent Managers 13

ARTICLE FOUR

CONTRIBUTIONS; PROFITS AND LOSSES; DISTRIBUTIONS

Section 4.01. Capital Contributions 14

Section 4.02. Additional Contributions 14

Section 4.03. Allocation of Profits and Losses 14Section 4.04. Distributions 14

ARTICLE FIVE

BOOKS AND RECORDS; REPORTS

Section 5.01. Books and Records 15

Section 5.02. Reports 15

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Section 6.04. Insurance 17

Section 6.05. Contracts and Trust Funds 17Section 6.06. Reduction 17

Section 6.07. Repeal or Modification 17

Section 6.08. Limited Liability 17

Section 6.09. Other Business 17

ARTICLE SEVEN

ASSIGNMENT; RESIGNATION; DISSOLUTION

Section 7.01. Assignlnents 18

Section 7.02. Resignation 18Section 7.03. Admission of Additional Members 18

Section 7.04. Dissolution 18

Section 7.05. Waiver of Partition; Nature ofInterest. 19

ARTICLE EIGHT

MISCELLANEOUS

Section 8.01. Amendments 20

Section 8.02. Benefits of Agreement; No Third-Party Rights 20

Section 8.03. Severability of Provisions 20

Section 8.04. Entire Agreement. 20

Section 8.05. Binding Agreement 20

Section 8.06. Governing Law 20

Section 8.07. Counterparts 20

Section 8.08. Notices 20

EXHIBITS

Exhibit A - Members; Capital Contributions; Membership Interest A-I

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RECITALS

WHEREAS, Chrysler Balloon Depositor II LLC (the "Company") has been formed as a

limited liability company pursuant to and in accordance with the Delaware Limited Liability

Company Act (6 Del. Code § 18-101 et by the execution, delivery and filing of a

Certificate of Formation of the Company, in the office of the Secretary of State ofthe State of

Delaware on June 8, 2007, as amended on June 23, 2008, and the execution by the Member of

the Limited Liability Company Agreement ofthe Company dated June 8, 2007 (the "Initial

Agreement");

WHEREAS, the Member currently desires to amend and restate the Initial Agreement

and this Agreement (as defined below) amends and completely restates and replaces the Initial

Agreement.

NOW, THEREFORE, in consideration ofthe mutual agreements herein contained, and

for other good and valuable consideration, the receipt and sufficiency of which are hereby

acknowledged, the parties hereto agree as follows:

ARTICLE ONE

DEFINITIONS

Section 1.01. Definitions. As used herein the following terms shall have the following

meamngs:

"Act" means the Delaware Limited Liability Company Act (6 Del. Code §18-1 01 et

as amended from time to time.

"Affiliate" of any Person means any other Person that (i) directly or indirectly controls, is

controlled by or is under common control with such Person (excluding any trustee under, or any

committee with responsibility for administering, any employee benefit plan) or (ii) is an officer,director, member or partner ofsuch Person. For purposes ofthis definition, a Person shall be

deemed to be "controlled by" another Person ifsuch other Person possesses, directly or

indirectly, the power (i) to vote 5% or more of the securities (on a fully diluted basis) having

ordinary voting power for the election of directors, members or managing partners ofsuch

Person or (ii) to direct or cause the direction of the management and policies ofsuch Person,

whether by contract or otherwise.

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or insolvency proceedings, (iv) files a petition or answer seeking for itself any reorganization,

arrangement, composition, readjustment, liquidation or similar relief under any statute, law or

regulation, (v) files an answer or other pleading admitting or failing to contest the material

allegations of a petition filed against it in any proceeding of this nature or (vi) seeks, consents to

or acquiesces in the appointment of a trustee, receiver or liquidator of the Person or of all or any

substantial pm1 of its properties or (B) if 120 days after the commencement of any proceeding

against the Person seeking reorganization, arrangement, composition, readjustment, liquidationor similar relief under any statute, law or regulation, ifthe proceeding has not been dismissed, or

if within 90 days after the appointment without such Person's consent or acquiescence to a

trustee, receiver or liquidator being appointed for such Person or of all or any substantial part of

its properties, the appointment is not vacated or stayed, or within 90 days after the expiration of

any such stay, the appointment is not vacated. The foregoing definition of "Bankruptcy" is

intended to replace and shall supersede and replace the definition of "Bankruptcy" set forth in

Sections 18-101(1) and 18-304 of the Act.

"Basic Documents" means this Agreement, the Purchase Agreement, the Trust

Agreement, the Sale and Servicing Agreement, the Indenture, the Loan Agreement, the Note

Purchase Agreement and each other operative document related thereto.

"Certificate of Formation" means the Certificate of Formation of the Company filed with

the Delaware Secretary of State on June 8, 2007, as amended on June 23,2008, and as further

amended or restated from time to time.

"CFSA" means Chrysler Financial Services Americas LLC, and its successors.

"Class A Notes" shall mean the Class A Floating Rate Asset Backed Notes, substantially

in the form of Exhibit A to the Indenture.

"Class B Notes" shall mean the Class B Floating Rate Asset Backed Notes, substantially

in the form of Exhibit B to the Indenture.

"Class C Notes" shall mean the Class C Floating Rate Asset Backed Notes, substantially

in the form of Exhibit C to the Indenture.

"Company" means Chrysler Balloon Depositor II LLC, and its successors.

"Corporation Act" means the General Corporation Law of the State of Delaware.

"Covered Person" has the meaning set forth in Section 6.01.

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time.

"Indenture Trustee" shall mean Deutsche Bank Trust Company Americas, a New York

banking corporation, as Indenture Trustee under the Indenture, or any successor Indenture

Trustee under the Indenture.

"Independent Manager" means an individual who (i) either is not the beneficial owner at

the time ofsuch individual's appointment as an Independent Manager or at any time thereafter

while serving as an Independent Manager ofmore than 100 shares in the aggregate of all classes

of common stock of Holdings, its subsidiaries and Affiliates, and (ii) is not at such time, and

shall not have been at any time during the preceding five years, a director, employee or Affiliate

of Holdings or of any ofits subsidiaries or Affiliates or of a Major Creditor of Holdings;

provided that for purposes ofthis definition, an individual shall not be deemed to be not

independent solely because such person acts as an independent director of Holdings or any ofits

subsidiaries or Affiliates in accordance with the provisions of Holdings' or such subsidiary's or

Affiliate's certificate ofincorporation, charter, by-laws or other agreement requiring Holdings or

such subsidiary or Affiliate to maintain one or more independent directors. The term "Major

Creditor" shall mean a financial institution to which Holdings has outstanding indebtedness for

borrowed money in a sufficiently large amount as would reasonably be expected to influence

adversely the judgment of the proposed Independent Manager with respect to the interests ofthe

Company when the Company's interests are adverse to those of Holdings.

"Issuer" means Chrysler LB Receivables Trust, a Delaware statutory trust.

"Loan Agreement" shall mean the Loan Agreement, dated as ofJanuary 14,2009,

between the Issuer and the United States Department ofthe Treasury, as from time to time

amended, supplemented or otherwise modified.

"Majority Investors" has the meaning set forth in Annex X to the Sale and Servicing

Agreement.

"Material Action" means to institute proceedings to have the Company be adjudicated

bankrupt or insolvent, or consent to the institution of Bankruptcy or insolvency proceedings

against the Company or file a petition seeking, or consent to, reorganization or relief with respect

to the Company under any applicable federal or state law relating to Bankruptcy, or consent to

the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official)

ofthe Company or a substantial part ofits property, or make any assignment for the benefit of

creditors of the Company, or admit in writing the Company's inability to pay its debts generally

as they become due, (b) consent to substantive consolidation of the Company with the Member

or any Affiliate ofthe member, or sell, exchange or transfer substantially all the assets ofthe

Company, or (c) take action in furtherance of any such action.

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Obligations

means the indebtedness, liabilities and obligations ofthe Company under

or in connection with the transactions contemplated by Article Three.

"Person" means any legal person, including any individual, corporation, partnership, joint

venture, association, limited liability company, limited liability partnership, joint stock company,trust, business trust, bank, trust company, estate (including any beneficiaries thereof),

unincorporated organization or other organization whether or not a legal entity, or government or

any agency or political subdivision thereof.

"Purchase Agreement" means that Purchase Agreement, dated as ofJanuary 14,2009,

between the Company and CFSA, as amended, supplemented, amended and restated or modified

from time to time.

"Rating Agency" means, with respect to any action at a time when any of the Notes are

rated by a Rating Agency, each nationally recognized rating agency that has rated any Securities

that have been issued and are outstanding pursuant to any transfer and servicing agreement,

indenture, trust agreement or other similar agreement entered into by the Company or any ofits

Affiliates.

"Rating Agency Condition" means, with respect to any action, that each Rating Agency

shall have been given ten days prior notice thereof and that each of the Rating Agencies shall

have notified the Company in writing that such action will not result in a reduction, qualification

or withdrawal ofits then-current rating by such Rating Agency of any Securities.

"Retail Auto Loan Receivables" has the meaning set forth in Section 3.0I(a).

"Sale and Servicing Agreement" means the Sale and Servicing Agreement, dated as of

January 14, 2009 among the Company, the Issuer, and CFSA, as amended, supplemented,

amended and restated or modified from time to time.

"Securities" has the meaning set forth in Section 3.01(a).

"Securitization Entity" has the meaning set forth in Section 3.0I(a).

"Special Member" means, upon such person's admission to the Company as a member of

the Company pursuant to Section 2.04(c), a person acting as Independent Manager, in such

person's capacity as a member of the Company. A Special Member shall only have the rights

and duties expressly set forth in this Agreement.

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unless the context otherwise requires, (i) tenus used herein include, as appropriate, all genders

and the plural as well as the singular, (ii) references to words such as "herein," "hereof' and the

like shall refer to this Agreement as a whole and not to any particular part, article or section

within this Agreement, (iii) references to a section such as "Section 1.01," an article such as

"Article One" and the like shall refer to the applicable Section or Article ofthis Agreement, (iv)

the term "include" and all variations thereofshall mean "include without limitation" and (v) the

term "or" shall include "and/or."

(b) 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 defmed 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 in effect from time to

time. 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 ofsuch terms under such

generally accepted accounting principles, the definitions contained in this Agreement or in any

such certificate or other document shall control.

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hereafter be determined by the Member.

Section 2.02. Registered Office. The address ofthe registered office ofthe Company in

the State of Delaware is c/o The Corporation Trust Company, 1209 Orange Street, Wilmington,

New Castle County, Delaware 19801.

Section 2.03. Registered Agent. The name and address ofthe registered agent ofthe

Company for service of process on the Company in the State of Delaware is The Corporation

Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

Section 2.04. Member.

(a) The mailing address of the Member is set forth on Exhibit A. The Member shall

continue as a member ofthe Company upon its execution of a counterpart signature page to this

Agreement.

(b) Subject to Section 3.03, the Member may act by written consent.

(c) Upon the occunence of any event that causes the Member to cease to be a

member of the Company (other than continuation of the Company without dissolution upon

(i) an assignment by the Member of all ofits limited liability company interest in the Company

and the admission ofthe transferee pursuant to Sections 7.01 and 7.03, or (ii) the resignation of

the Member and the admission of an additional member ofthe Company pursuant to Sections

7.02 and 7.03), each person acting as an Independent Manager pursuant to Section 3.04 shall,

without any action of any Person and simultaneously with the Member ceasing to be a member

ofthe Company, automatically be admitted to the Company as a Special Member and shall

continue the Company without dissolution. No Special Member may resign from the Company

or transfer its rights as Special Member unless (i) a successor Special Member has been admitted

to the Company as Special Member by executing a counterpart to this Agreement and (ii) such

successor has also accepted its appointment as Independent Manager pursuant to Section 3.04;

provided, however, each Special Member shall automatically cease to be a member of the

Company upon the admission to the Company of a substitute Member. Each Special Member

shall be a member ofthe Company that has no interest in the profits, losses and capital ofthe

Company and has no right to receive any distributions ofCompany assets. Pursuant to

Section 18-301 of the Act, no Special Member shall be required to make any capital

contributions to the Company and shall not receive a limited liability company interest in the

Company. No Special Member, in its capacity as Special Member, may bind the Company.

Except as required by any mandatory provision ofthe Act, a Special Member, in its capacity as

Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or

matter relating to, the Company, including the merger, consolidation or conversion ofthe

NY3:#7455464
executed, delivered and filed the Certificate of Formation with the Delaware Secretary of State.

Upon such filing ofthe Certificate of Formation, his powers as an "authorized person" ceased,

and the Member thereupon became a designated "authorized person" and shall continue as the

designated "authorized person" within the meaning ofthe Act. The Member shall execute,

deliver and file any other certificates (and any amendments and/or restatements thereof)

necessary for the Company to qualify to do business in Michigan and in any other jurisdiction in

which the Company may wish to conduct business.

The existence ofthe Company as a separate legal entity shall continue until cancellation

of the Certificate of Formation as provided in the Act.

Section 2.06. Execution ofInstruments. All agreements, repurchase agreements, reverse

repurchase agreements, swap or forward agreements, indentures, mortgages, deeds, conveyances,transfers, certificates, declarations, receipts, discharges, releases, satisfactions, settlements,

petitions, schedules, accounts, affidavits, bonds, undertakings, proxies, tax returns and reports,

and other instruments or documents may be signed, executed, acknowledged, verified, delivered

or accepted on behalf of the Company by the Member. The provisions ofthis Section are

supplementary to any other provisions ofthis Agreement. Except as may otherwise be required

by law, any such agreements, repurchase agreements, reverse repurchase agreements, swap or

forward agreements, indentures, mortgages, deeds, conveyances, transfers, certificates,

declarations, receipts, discharges, releases, satisfactions, settlements, petitions, schedules,accounts, affidavits, bonds, undertakings, proxies and other instruments or documents executed

and delivered as aforesaid shall be binding on the Company and shall be deemed to be authorized

by the Member.

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(a) to act as settlor or grantor of one or more trusts or special purpose entities

(each, a "Securitization Entity") formed pursuant to a trust agreement or other agreement

for the purpose of acquiring retail automobile loans and installment sales contracts and

the related property thereto ("Retail Auto Loan Receivables"), which Securitization

Entity may issue one or more series or classes of certificates, bonds, notes or other

evidences of interest or indebtedness (collectively, "Securities") secured by the assets of

such Securitization Entity;

(b) to acquire, lease, own, hold, sell, transfer, convey, dispose of, pledge,

assign, to oversee the servicing, administration and creation of, borrow money against,

finance, refinance or otherwise deal with, publicly or privately and whether with

unrelated third parties or with affiliated entities, certain Retail Auto Loan Receivables

and Securities;

(c) to enter into and perform its obligations, and exercise its rights, under the

Basic Documents to which it is a party;

(d) to purchase Retail Auto Loan Receivables pursuant to the terms ofthe

Purchase Agreement and to sell Retail Auto Loan Receivables pursuant to the terms of

the Sale and Servicing Agreement;

(e) to acquire and hold Securities or other property of a Securitization Entity

(including remainder interests in collateral or reserve accounts) or any interest in any of

the foregoing;

(f) to issue, authorize, sell and deliver Securities or other instruments secured

or collateralized by the Securities;

(g) to own equity interests in other limited liability companies, partnerships or

other entities whose purposes are substantially restricted to those described in clauses

(a) through (f) above;

(h) to borrow money other than pursuant to clause (a) above, but only to the

extent that such borrowing is permitted by the terms ofthe transactions contemplated by

clauses (a) through (g) above;

(i) to (i) negotiate, authorize, execute, deliver or assume or perform the

obligations under any agreement, instrument or document relating to the activities set

forth in clauses (a) through (h) above, including the Basic Documents and (ii) engage in

any lawful act or activity and to exercise any powers permitted to limited liability

companies formed under the laws of the State of Delaware that are related or incidental to

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(a) The Company shall be managed by the Member. Subject to Section 3.03, the

Member shall have the authority, on behalf ofthe Company, to do all things appropriate to the

accomplishment ofthe purposes ofthe Company, all without further act, vote or approval ofthe

Member or other Person notwithstanding any other provision of this Agreement, the Act or

applicable law, rule or regulation, including (but not limited to):

(1) acquiring and selling, assigning and transferring installment obligations,

leases, retail installment sales contracts, inventory loans, promissory notes, security

agreements and receivables;

(2) entering into and perfonning the Basic Documents and all documents,

agreements, certificates or financing statements contemplated thereby or related thereto;

(3) disbursing Company funds for Company purposes;

(4) investing and reinvesting Company funds;

(5) executing contracts, notes, mortgages and other writings;

(6) employing attorneys, accountants, managers or other agents, which may

include Affiliates ofthe Company;

(7) paying all Company obligations;(8) perfonning all ministerial acts and duties relating to the payment of all

indebtedness, taxes and assessments due or to become due with regard to any property of

the Company;

(9) purchasing and maintaining insurance on behalf of the Company against

any liability or expense asserted against or incurred by the Company;

(10) transacting the Company's business under an assumed name or name other

than its name as set forth in the Certificate of Fonnation and filing a certificate of

assumed name in any applicable jurisdiction;

(11) appointing the Member or other person as agent for service of process on

the Company as required by the law of any state in which the Company transacts

business;

(12) commencing, prosecuting or defending any proceeding in the Company's

name; and

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Independent Managers.

(c) The Company, and the Member on behalf of the Company, may enter into and

perform the Basic Documents and all documents, agreements, certificates or financing

statements contemplated thereby or related thereto, all without any further act, vote or approval

of the Member, or other Person notwithstanding any other provision of this Agreement, the Act

or applicable law, rule or regulation. The foregoing authorization shall not be deemed a

restriction on the power of the Member to enter into other agreements on behalf ofthe Company.

(d) Subject to Section 3.03, the Company and the Member on behalf of the Company

shall have and exercise (i) all powers necessary, convenient or incidental to accomplish its

purposes as set forth in Section 3.01 (including all tax matters) and (ii) all of the powers and

rights conferred upon limited liability companies formed pursuant to the Act.

Section 3.03. Limitations on the Company's Activities.

(a) This Section is being adopted in order to comply with certain provisions required

in order to qualify the Company as a "special purpose" entity.

(b) The Member shall not, so long as any Obligation is outstanding, amend, alter,

change or repeal the definition of "Independent Manager," Article One or Sections 2.04(c), 3.01,

3.02,3.03,3.04,4.04,6.01,7.01,7.02,7.03,7.04, 7.05, 8.0101' 8.02 of this Agreement without

the prior vote or written consent of the Member, both of the Independent Managers of the

Company and the Indenture Trustee (acting at the direction ofthe Majority Investors) and the

satisfaction ofthe Rating Agency Condition. Subject to this Section, the Member reserves the

right to amend, alter, change or repeal any provisions contained in this Agreement in accordance

with Section 8.01.

(c) Notwithstanding any other provision of this Agreement and any provision of law

that otherwise so empowers the Company, the Member, or any other Person, so long as any

Obligation is outstanding, neither the Member nor any other Person shall be authorized or

empowered, nor shall they permit the Company, without the prior unanimous written consent of

the Member and both of the Independent Managers, to take any Material Action or any action in

furtherance of a Material Action; provided, further, that the Member may not authorize the

taking of any Material Action unless there are at least two Independent Managers then serving in

such capacity.

(d) The Member shall cause the Company to do or cause to be done all things

necessary to preserve and keep in full force and effect its existence, rights (charter and statutory)

and franchises; provided, however, that the Company shall not be required to preserve any such

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(1) maintain its own separate books and records and bank accounts;

(2) at all times hold itself out to the public and all other Persons as a legal

entity separate from the Member and any other Person;

(3) file its own tax returns, if any, as may be required under applicable tax law

or authorize CFSA to file on its behalf as agent such tax returns and reports, and make

any elections required or allowed under such applicable tax law, and to payor to have

CFSA pay on its behalf as agent any taxes so required to be paid under applicable law;

(4) except as contemplated by the Basic Documents, no commingling of its

assets with assets of any other Person;

(5) conduct its business in its own name and strictly comply with all

organizational formalities to maintain its separate existence;

(6) maintain separate financial statements;(7) pay its own liabilities only out of its own funds, provided, however, that

the foregoing shall not require the Member to make any capital contributions to the

Company;

(8) maintain an arm's length relationship with its Affiliates and the Member;

(9) pay the salaries of its own employees, if any, from its own funds,

provided, however, that the foregoing shall not require the Member to make any capital

contributions to the Company;

(10) not hold out its credit or assets as being available to satisfy the obligations

of others;

(II) allocate fairly and reasonably any overhead for shared office space;

(12) use separate stationery, invoices and checks bearing its own name;

(13) except as otherwise contemplated by the Basic Documents, not pledge its

assets for the benefit of any other Person;

(14) correct any known misunderstanding regarding its separate identity;

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(18) not make loans to the Member; and

(19) cause its agents and other representatives to act at all times with respect to

the Company consistently and in furtherance of the foregoing and in the best interests of

the Company.

Failure ofthe Company, or the Member on behalf ofthe Company, to comply with any of

the foregoing covenants or any other covenants contained in this Agreement shall not affect the

status of the Company as a separate legal entity or the limited liability ofthe Member.

(e) Prior to the date which is one year and one day after the date on which all

Company obligations have been paid in full, the Company shall not and the Member shall notcause or permit the Company to:

(1) except as contemplated in the Basic Documents, guarantee any obligation

of any Person, including any Affiliate;

(2) engage, directly or indirectly, in any business other than the actions

required or permitted to be performed under Article Three or the Basic Documents;

(3) incur, create or assume any indebtedness other than as expressly permitted

under Article Three or the Basic Documents;

(4) make or permit to remain outstanding any loan or advance to, or own or

acquire any stock or securities of, any Person, except that the Company may invest in

those investments permitted under Article Three or the Basic Documents and may make

any advance required or expressly permitted to be made pursuant to any provision of

Article Three or the Basic Documents and permit the same to remain outstanding in

accordance with such provisions;

(5) to the fullest extent permitted by law, engage in any dissolution,

liquidation, consolidation, merger, sale of all (or substantially all) of its assets or transfer

of ownership interests other than such activities as are expressly permitted pursuant to

any provision of Article Three or the Basic Documents; or

(6) except as contemplated by Article Three or the Basic Documents, form,

acquire or hold any subsidiary (whether corporate, paltnership, limited liability company

or other).

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his or her appointment as an Independent Manager by a written instrument and (ii) executed a

counterpart to this Agreement as required by Section 2.04(c). In the event of a vacancy in the

position of Independent Manager, the Member shall, as soon as practicable, appoint a successor

Independent Manager. All right, power and authority of the Independent Managers shall be

limited to the extent necessary to exercise those rights and perform those duties specifically set

forth in this Agreement. Except as provided in the second sentence ofthis Section, in exercising

its rights and perfonning its duties under this Agreement, each Independent Manager shall have a

fiduciary duty ofloyalty and care similar to that of a director of a business corporation organized

under the Corporation Act. No Independent Manager shall at any time serve as trustee in

bankruptcy for any Affiliate ofthe Company.

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Section 4.02. Additional Contributions. The Member is not required to make any

additional capital contribution to the Company. However, the Member may make additional

capital contributions to the Company at any time upon the written consent ofsuch Member. To

the extent that the Member makes an additional capital contribution to the Company, the

Member shall revise Exhibit A. The provisions ofthis Agreement, including this Section, are

intended to benefit the Member and the Special Members and, to the fullest extent permitted by

law, shall not be construed as conferring any benefit upon any creditor of the Company (and no

such creditor ofthe Company shall be a third-party beneficiary of this Agreement) and the

Member and the Special Members shall not have any duty or obligation to any creditor of the

Company to make any contribution to the Company or to issue any call for capital pursuant to

this Agreement.

Section 4.03. Allocation of Profits and Losses. The Company's profits and losses shall

be allocated to the Member.

Section 4.04. Distributions.

(a) The Company shall distribute to the Member from time to time such sums as the

Member determines to be available for distribution and not required to provide for current or

anticipated Company needs.

(b) No distributions shall be declared and paid unless the distribution is made in

accordance with the Act and, after the distribution is made, the Company would be able to payits debts as they become due in the usual course of business and the assets of the Company are in

excess of the sum of the Company's liabilities.

(c) Notwithstanding any provision to the contrary contained in this Agreement, the

Company shall not be required to make a distribution to the Member on account ofits interest in

the Company ifsuch distribution would violate the Act or any other applicable law or any Basic

Document.

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books, records and documents during normal business hours. The Company shall not have the

right to keep confidential from the Member any information that the Company would otherwise

be permitted to keep confidential from the Member pursuant to Section 18-305(c) ofthe Act.

The Company's books of account shall be kept using the method of accounting determined by

the Member. The Company's independent auditor, if any, shall be an independent public

accounting firm selected by the Member.

Section 5.02. Reports.

(a) The Company shall use diligent efforts to cause to be prepared and delivered to

the Member, within 90 days after the end of each fiscal year, an audited or unaudited report

setting forth as ofthe end of such fiscal year:

(i) a balance sheet ofthe Company;

(ii) an income statement ofthe Company for such fiscal year; and

(iii) a statement ofthe Member's capital account.

(b) The Company shall, after the end of each fiscal year, use reasonable efforts to

cause the Company's accountants, if any, to prepare and transmit to the Member as promptly as

possible any such tax information in its possession as may be reasonably necessary to enable the

Member to prepare its federal, state and local tax returns and reports relating to such fiscal year.

NY3:#7455464
he or she, or a person of whom he or she is the legal representative, is or was a member, director,

officer, employee or agent ofthe Company or any ofits subsidiaries or members or is or was

serving at the request of the Company or any of its subsidiaries or members, as a director,

officer, employee, fiduciary or agent of another limited liability company or of a partnership,

joint venture, trust or other enterprise, including service with respect to employee benefit plans

(each a "Covered Person"), shall be indemnified and held harmless by the Company to the fullest

extent permitted by the law, as the same exists or may hereafter be amended, against all expense,

liability and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties

and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in

connection therewith and such indemnification shall continue as to a Covered Person who has

ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her

heirs, executors and administrators; provided, however, that, except as provided in Section 6.02

to proceedings seeking to enforce rights to indemnification, the Company shall indemnify any

such Covered Person seeking indemnification in connection with a proceeding (or part thereot)

initiated by such Covered Person only ifsuch proceeding (or part thereot) was authorized by the

Member. The right to indemnification conferred in this Section shall be a contract right. The

Company shall pay the expenses (including attorneys' fees) incurred by any Covered Person in

defending any such proceeding in advance of its final disposition; provided, however, that the

payment ofsuch expenses incurred by such Covered Person in advance of the final disposition of

a proceeding shall be made only upon delivery to the Company of an undertaking, by or on

behalf ofsuch Covered Person, to repay all amounts so advanced if it shall ultimately be

determined that such person is not entitled to be indemnified under this Section or otherwise.

Section 6.02. Recovery ofClaims. If a claim under Section 6.01 is not paid in full by the

Company within sixty days after a written claim has been received by the Company, except in

the case of a claim for expenses incurred in defending a proceeding in advance of its final

disposition, in which case the applicable period shall be twenty days, the claimant may at any

time thereafter bring suit against the Company to recover the unpaid amount ofthe claim and, if

successful in whole or in part, the claimant shall also be entitled to be paid the expense of

prosecuting such claim. It shall be a defense to any such action (other than an action brought to

enforce a claim for expenses incurred in defending any proceeding in advance of its final

disposition where the required undertaking, if any is required, has been tendered to the

Company) that the claimant has not met the standards of conduct which make it permissible

under this Agreement for the Company to indemnify the claimant for the amount claimed, but

the burden of proving such defense shall be on the Company. Neither the failure of the

Company (including its disinterested directors (or a committee thereot), independent legalcounsel, or its members) to have made a determination prior to the commencement ofsuch

action that indemnification ofthe claimant is proper in the circumstances because he or she has

met the applicable standard of conduct set forth herein, nor an actual determination by the

Company (including its disinterested directors (or a committee thereot), independent legal

NY3:#7455464
acquire under any statute, provision ofthis Agreement, agreement, vote of members or

disinterested directors or otherwise.

Section 6.04. Insurance. The Company may maintain insurance, at its expense, to

protect itself and any of its subsidiaries or Affiliates and any director, officer, employee or agent

of the Company and any of its subsidiaries or Affiliates or another company, partnership, joint

venture, trust or other enterprise against any expense, liability or loss, whether or not the

Company would have the power to indemnify such person against such expense, liability or loss

under this Agreement.

Section 6.05. Contracts and Trust Funds. The Company may enter into contracts with

any director, officer, employee or agent ofthe Company or any of its subsidiaries or Affiliates

providing indemnification to the full extent authorized or permitted by law and this Agreement

and may create a trust fund, grant a security interest and/or use other means (including, without

limitation, letters of credit, surety bonds and other similar arrangements) to ensure the payment

ofsuch amounts as may become necessary to effect indemnification pursuant to such contracts or

otherwise.

Section 6.06. Reduction. The Company's indemnity of or advancement of expenses to

any Covered Person who was or is serving at its request as a director, officer, employee or agent

of another company, partnership, joint venture, trust or other enterprise shall be reduced by any

amounts such person may collect as indemnification or advancement from such other company,

partnership, joint venture, trust or other enterprise.

Section 6.07. Repeal or Modification. Any repeal or modification ofthe foregoing

Section 6.01 through 6.06 shall not adversely affect any right or protection of a Covered Person

with respect to any act or omission occurring prior to the time ofsuch repeal or modification.

Section 6.08. Limited Liability. Except as otherwise expressly provided by the Act, the

debts, obligations and liabilities ofthe Company, whether arising in contract, tort or otherwise,

shall be the debts, obligations and liabilities solely of the Company, and neither the Member nor

any Special Member shall be obligated personally for any such debt, obligation or liability ofthe

Company solely by reason of being a Member or Special Member ofthe Company.

Section 6.09. Other Business. Notwithstanding any duty otherwise existing at law or in

equity, the Member, the Special Members and their respective Affiliates may engage in or

possess an interest in other business ventures (unconnected with the Company) of every kind and

description, independently or with others. The Company shall not have any rights in or to such

independent ventures or the income or profits therefrom by virtue of this Agreement.

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agreement to be bound by the terms and conditions ofthis Agreement, which instrument may be

a counterpart signature page to this Agreement. Ifthe Member transfers all of its limited liability

company interest in the Company pursuant to this Section 7.01, such admission shall be deemed

effective immediately prior to the transfer and, immediately following such admission, the

transferor Member shall cease to be a member of the Company. Notwithstanding anything in

this Agreement to the contrary, any successor to the Member by merger or consolidation shall,

without further act, be a Member hereunder, and such merger or consolidation shall not

constitute an assignment for purposes of this Agreement and the Company shall continue without

dissolution.

Section 7.02. Resignation. So long as any Obligation is outstanding, the Member may

not resign, except as permitted under the Basic Documents and by the Indenture Trustee (acting

at the direction ofthe Majority Investors) and ifthe Rating Agency Condition is satisfied. If the

Member is permitted to resign pursuant to this Section, an additional member of the Company

shall be admitted to the Company, subject to Section 7.03, upon its execution of an instrument

signifying its agreement to be bound by the terms and conditions ofthis Agreement, which

instrument may be a counterpart signature page to this Agreement. Such admission shall be

deemed effective immediately prior to the resignation and, immediately following such

admission, the resigning Member shall cease to be a member ofthe Company.

Section 7.03. Admission of Additional Members. One or more additional Members of

the Company may be admitted to the Company with the written consent ofthe Member;

provided, however, that notwithstanding the foregoing, so long as any Obligation remains

outstanding, no additional Member may be admitted to the Company unless the Indenture

Trustee (acting at the direction ofthe Majority Investors) shall have consented thereto.

Section 7.04. Dissolution.

(a) The Company shall be dissolved, and its affairs shall be wound up upon the first

to occur of the following: (i) the termination ofthe legal existence ofthe last remaining member

ofthe Company or the occurrence of any other event which terminates the continued

membership ofthe last remaining member ofthe Company in the Company unless the business

ofthe Company is continued in a manner permitted by this Agreement or the Act or (ii) the entryof a decree ofjudicial dissolution under Section 18-802 ofthe Act. Upon the occurrence of any

event that causes the last remaining member ofthe Company to cease to be a member of the

Company or that causes the Member to cease to be a member of the Company (other than

continuation ofthe Company without dissolution upon (i) an assignment by the Member of all of

its limited liability company interest in the Company and the admission ofthe transferee

pursuant to Sections 7.01 and 7.03 or (ii) the resignation of the Member and the admission of an

additional member ofthe Company pursuant to Sections 7.02 and 7.03), to the fullest extent

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(b) Notwithstanding any other provision of this Agreement, (i) the Bankruptcy ofthe

Member or a Special Member shall not cause the Member or Special Member, as the case may

be, to cease to be a member ofthe Company and upon the occurrence ofsuch an event, the

business ofthe Company shall continue without dissolution and (ii) each of the Member and

each Special Member waives any right it might have to agree in writing to dissolve the Company

upon the Bankruptcy ofthe Member or a Special Member, or the occurrence of an event that

causes the Member or a Special Member to cease to be a member ofthe Company.

(c) In the event of dissolution, the Company shall conduct only such activities as are

necessary to wind up its affairs (including the sale of the assets ofthe Company in an orderly

manner), and the assets ofthe Company shall be applied in the manner, and in the order of

priority, set forth in Section 18-804 ofthe Act.

(d) The Company shall terminate when (i) all ofthe assets ofthe Company, after

payment of or due provision for all debts, liabilities and obligations ofthe Company shall have

been distributed to the Member in the manner provided for in this Agreement and (ii) the

Certificate of Formation shall have been canceled in the manner required by the Act.

Section 7.05. Waiver of Partition; Nature ofInterest. Except as otherwise expressly

provided in this Agreement, to the fullest extent permitted by law, the Member and the Special

Members hereby irrevocably waive any right or power that such Person might have to cause the

Company or any of its assets to be partitioned, to cause the appointment of a receiver for all or

any portion ofthe assets of the Company, to compel any sale of all or any portion of the assets of

the Company pursuant to any applicable law or to file a complaint or to institute any proceeding

at law or in equity to cause the dissolution, liquidation, winding up or termination of the

Company. The Member shall not have any interest in any specific assets ofthe Company, and

the Member shall not have the status of a creditor with respect to any distribution pursuant to

Section 4.04. The interest ofthe Member in the Company is personal property.

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may be made so long as any Obligation is outstanding, unless (i) at any time prior to the rating of

the Notes by any Rating Agency, the Indenture Trustee (acting at the direction of the Majority

Investors) shall have consented thereto or (ii) at any time after the Notes are rated by any Rating

Agency, the Rating Agency Condition is satisfied.

Section 8.02. Benefits of Agreement; No Third-Party Rights. None ofthe provisions of

this Agreement shall be for the benefit of or enforceable by any creditor ofthe Company or by

any creditor of the Member or any Special Member. Nothing in this Agreement shall be deemed

to create any right in any Person (other than Covered Persons) not a party hereto, except forthose provisions granting any rights to the Indenture Trustee, and this Agreement shall not be

construed in any respect to be a contract in whole or in part for the benefit of any third Person

(except as provided in Section 8.05).

Section 8.03. Severability of Provisions. Each provision of this Agreement shall be

considered severable and if for any reason any provision or provisions herein are determined to

be invalid, unenforceable or illegal under any existing or future law, such invalidity,

unenforceability or illegality shall not impair the operation of or affect those portions ofthis

Agreement which are valid, enforceable and legal.

Section 8.04. Entire Agreement. This Agreement constitutes the entire agreement of the

parties with respect to the subject matter hereof.

Section 8.05. Binding Agreement. Notwithstanding any other provision ofthis

Agreement, the Member agrees that this Agreement constitutes a legal, valid and binding

agreement of the Member, and is enforceable against the Member by the Independent Managers,

in accordance with its tenns. In addition, the Independent Managers shall be intended

beneficiaries of this Agreement.

Section 8.06. Governing Law. This Agreement shall be governed by and construed

under the laws ofthe State of Delaware (without regard to applicable conflict of laws principles),

all rights and remedies being governed by said laws.

Section 8.07. Counterparts. This Agreement may be executed in any number of

counterparts, each of which shall be deemed an original ofthis Agreement and all of which

together shall constitute one and the same instrument.

Section 8.08. Notices. Any notices required to be delivered hereunder shall be in writing

and personally delivered, mailed or sent by telecopy, electronic mail or other similar fonn of

rapid transmission, and shall be deemed to have been duly given upon receipt, in the case of

(i) the Company, to the Company at its address in Section 2.0 I, (ii) the Member, to the Member

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NY3:#7455464
as Member

By:

Name:

Title: Vice President and Treasurer

INDEPENDENT MANAGERS:

The undersigned agree to be bound to this Agreement as Special Members in the event the

Member ceases to be a member of the Company as described in the first sentence of

Section 2.04(c).

SPECIAL MEMBERS:

--

Amended and Restated LLC Agreementfor Chn:.I'ler Balloon Depositor /I LLC

'I'" 3.ri7.J55404
By:

Namc:....-a

Trtle:

INDEPENDENT MANAGERS:

The undersigned agree (0 be bound to this Agreement as Special Member! in the event the

Member ceases to be il member ofthe Company as described in the first s,mtence of

Section 2.04(1;).

SPECiAL MEMBERS:

A.mended and Resrart:d LLCAgreeme",jor &J1loo" Ltpositor IT LLC
as Member

By: Name

___

Title: Vice President and Treasurer

INDEPENDENT MANAGERS:

The undersigned agree to be bound to this Agreement as Special in the event the

Member ceases to be a member ofthe Company as described in the first sentence of

Section 2.04(c).

SPECIAL MEMBERS:

Amended and Restated LLCAgreementfor Chrysler Balloon Depositor 11 LLC

NY):.7455464
Name

Chrysler Financial Services

Americas LLC

NY3:#7455464

Mailing Address

27777 Inkster Road

Farmington Hills, Michigan

48334

Capital

Contribution

$1,000

Company

Interest

100%
NY3:#7454811

SALE AND SERVICING AGREEMENT

among

CHRYSLER LB RECEIVABLES TRUST,

as Issuer,

CHRYSLER BALLOON DEPOSITOR II LLC,

as Depositor

and

CHRYSLER FINANCIAL SERVICES AMERICAS LLC,

as Servicer

Dated as ofJanuary 14, 2009
SECTION 1.01.

SECTION 1.02.

SECTION 2.01.SECTION 2.02.

SECTION 2.03.SECTION 2.04.SECTION 2.05.SECTION 2.06.SECTION 3.01.SECTION 3.02.SECTION 3.03.SECTION 3.04.SECTION 3.05.SECTION 3.06.SECTION 4.01.SECTION 4.02.SECTION 4.03.SECTION 4.04.SECTION 4.05.SECTION 4.06.

SECTION 4.07.SECTION 4.08.SECTION 4.09.SECTION 4.10.SECTION 4.11.SECTION 4.12.SECTION 4.13.

NY3:#7454811

Definitions 1

Other Definitional Provisions 1

ARTICLE II

Conveyance of Designated Receivables

Conveyance of Designated Receivables 2

Second Step Cash Purchase Price .3

Conditions Precedent to Initial Purchase of Designated Receivables 3

Conditions Precedent to All Transfers of Designated Receivables .4

Condition Precedent to All Sales of Designated Receivables 5

Transfer Termination Events 5

ARTICLE III

Pooled Receivables

Representations and Warranties Regarding Pooled Receivables 5

Custody of Pooled Receivable Files 6

Duties ofServicer as Custodian 6

Instructions; Authority To Act 7

Custodian's Indemnification 7

Effective Period and Termination 7

ARTICLE IV

Administration and Servicing of Pooled Receivables

Duties of Servicer 8

Collection and Allocation of Receivable Payments 8

Realization upon Pooled Receivables 8Physical Damage Insurance 9

Maintenance of Security Interests in Financed Vehicles 9

Covenants of Serviccr 9

Purchase upon Breach 9

Monthly Servicer Fee 10Monthly Settlement Statement and Monthly Receivables Report 10

Annual Statement as to Compliance; Notice of Default 10

Annual Independent Certified Public Accountants' RepOlts ll

Servicer Expenses 11

Maintenance of Systems and Receivables Lists 11
SECTION 5.0t.

SECTION 5.02.SECTION 5.03.SECTION 5.04.SECTION 5.05.

SECTION 6.01.SECTION 6.02.SECTION 6.03.SECTION 6.04.SECTION 6.05.

SECTION 7.01.

SECTION 7.02.

ARTICLE V

The Depositor

Representations of the Depositor 14

Affirmative Covenants of the Depositor.. 17

Negative Covenants of the Depositor 18

Liability of the Depositor; Indemnities 19

Limitation on Liability of Seller and Others 20

ARTICLE VI

The Servicer

Representations of the Servicer 20

Indemnities of Servicer 21

Merger or Consolidation of, or Assumption of Obligations of Servicer 22

Limitation on Liability of Servicer and Others 23

FinCo Not To Resign as Servicer 23

ARTICLE VII

Servicer Termination Events

Servicer Termination Events 24

Appointment of Successor 25

ARTICLE VIII

Termination

SECTION 8.0 I. Optional Purchase of All Pooled Receivables 26

ARTICLE IX

Administrative Duties ofFinCo

SECTION 9.01.SECTION 9.02.SECTION 9.03.

SECTION 9.04.

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Administrative Duties 27

Resignation and Removal of Administrator 29

Compensation 29

Power of Attorney 30

11
SECTION 10.03.SECTION 10.04.SECTION 10.05.SECTION 10.06.SECTION 10.07.SECTION 10.08.SECTION 10.09.SECTION 10.10.

SECTION 10.11.SECTION 10.12.SECTION 10.13.

SECTION 10.14.

ANNEX X

SCHEDULE A

EXHIBIT AEXHIBIT B

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Notices 31

Assignment by the Depositor or the Servicer 32

Survival 32Severability 32

Separate Counterparts 32

Headings 32

Governing Law 32

No Petition Covenants 33

Waivers 33

Limitation of Liability of Owner Trustee and Indenture Trustee 33

Indenture Trustee Rights 33

Third Party Beneficiaries 34

Schedule of Definitions

Location of Pooled Receivable Files

Form of Second Step Assignment... A-I

Form of Monthly Settlement Statement. B-1

III
WHEREAS, on the terms and subject to the conditions set forth herein, the Issuer desires

to purchase from the Depositor from time to time receivables arising in connection with

automobile retail installment sale contracts and retail auto loans generated by Chrysler Financial

Services Americas LLC in the ordinary course of business and related property with respect

thereto; and

WHEREAS Chrysler Financial Services Americas LLC is willing to service such

receivables on behalf of the Issuer;

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein

contained, the parties hereto agree as follows:

ARTICLE I

Definitions

SECTION 1.01. Definitions. For all purposes of this Agreement, except as

otherwise expressly provided herein or unless the context otherwise requires, capitalized terms

not otherwise defined herein shall have the meanings assigned to such terms in the Schedule of

Definitions attached as Annex X hereto; provided, however, that no amendment to any such

definition not specifically defined herein shall be enforceable against the Indenture Trustee

unless the Indenture Trustee receives written notice ofsuch amendment.

SECTION 1.02. Other Definitional Provisions.

Unless otherwise specified therein, all terms defined in this Agreement shall have the

defined meanings when used in the other Program Documents or any certificate or other

document made or delivered pursuant hereto or thereto.

The words "hereof, "herein" and "hereunder" and words ofsimilar import when used in

this Agreement shall refer to this Agreement as a whole and not to any palticular provision of

this Agreement; and Section, subsection, 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 fonns ofsuch terms.

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(a) Transfers. Subject to the terms and conditions of this Agreement, the

Depositor may from time to time sell to the Issuer, and the Issuer agrees to buy from the

Depositor, on any Purchase Date on or after the Effective Date designated by the Depositor as

provided in Section 2.0 I(b), all right, title and interest of the Depositor in and to and under the

Designated Receivables with respect to such Purchase Date, all Related Property with respect

thereto, including all monies due and to become due thereunder and all amounts received with

respect thereto after the close of business on the applicable Purchase Cutoff Date.

(b) Notice of Transfer. When the Depositor wishes to sell Designated

Receivables and the Related Property with respect thereto to the Issuer, it shall give the Issuer

written notice thereof not later than two (2) Business Days prior to the proposed Purchase Date

specifying the Purchase Date, the related Purchase Cutoff Date and the aggregate Principal

Balance ofsuch Designated Receivables as ofsuch Purchase Cutoff Date.

(c) Second Step Assignments. On each Purchase Date, the Depositor shall

deliver to the Issuer and the Indenture Trustee (i) a duly executed assignment in the form of

Exhibit A (each a "Second Step Assignment") with respect to the Designated Receivables with

respect to such Purchase Date and the Related Property with respect thereto and (ii) a computer

disk or tape or other listing ofsuch Designated Receivables.

(d) Back-Up Security Interest. The parties to this Agreement intend that the

transactions contemplated hereby shall be treated as purchases by the Issuer and sales by the

Depositor ofthe Designated Receivables and the Related Property with respect thereto and not as

lending transactions or the grant ofsecurity interests in the Designated Receivables and the

Related Property with respect thereto. The sales, assignments, transfers and conveyances

contemplated hereby do not constitute and are not intended to result in a creation or assumption

by the Issuer of any obligation or liability with respect to any Designated Receivable, nor shall

the Issuer be obligated to perfonn or otherwise be responsible for any obligation of the Depositor

or any other Person in connection with the Designated Receivables or under any agreement or

instrument relating thereto, including any Contract or any other obligation to any Obligor. If

(but only to the extent that) the transfer of any property described in Section 2.01(a) is

characterized by a court or other Governmental Authority as a loan rather than a sale (a

"Depositor Recharacterization"), the Depositor shall be deemed hereunder to have granted, and

hereby does grant, to the Issuer a security interest in all of the Depositor's right, title and interest

in the Designated Receivables and the Related Property with respect thereto. In the case of any

Depositor Recharacterization, the Depositor represents and warrants that each remittance of

Collections by the Servicer to the Issuer or the Indenture Trustee or its assignee hereunder will

have been (i) in payment of a debt incurred by the Depositor in the ordinary course of its

business or financial affairs and (ii) made in the ordinary course of its business or affairs.

NY3:#7454811 2
thereunder or in connection therewith, whether payable as fees, expenses, costs, indemnities,

insurance recoveries, damages for the breach thereof or otherwise, and all rights, remedies,

powers, privileges and claims ofthe Depositor under or with respect to the Purchase Agreement

and the Assignments (whether arising pursuant to the terms thereof or otherwise available to the

Depositor at law or in equity), including, without limitation, the rights of the Depositor to

enforce the Purchase Agreement and the Assignments and to give or withhold any and all

consents, requests, notices, directions, approvals, extensions or waivers under or with respect to

the Purchase Agreement and the Assignments to the same extent as the Depositor.

SECTION 2.02. Second Step Cash Purchase Price. The amount payable by the

Issuer to the Depositor for Designated Receivables with respect to any Purchase Date and the

Related Property with respect thereto under this Agreement (the "Second Step Cash PurchasePrice") shall be equal to the sum of the amount available to the Issuer to be withdrawn from the

Funding Account under the terms of the Indenture on such Purchase Date and any amounts

available to be borrowed under the Class C Notes on such Purchase Date, assuming that the

Issuer is able to satisfy the conditions to any such withdrawal and borrowing and after giving

effect to the addition ofsuch Designated Purchase Receivables to the Pool Balance. The Issuer

shall pay the Second Step Cash Purchase Price in cash on the applicable Purchase Date. The

value of any Designated Receivables in excess ofthe Second Step Cash Purchase Price shall be a

capital contribution to the Issuer by the Depositor.

SECTION 2.03. Conditions Precedent to Initial Purchase of Designated

Receivables. The obligation ofthe Issuer to purchase Designated Receivables and the Related

Property with respect thereto on the initial Purchase Date from the Depositor is subject to the

satisfaction ofthe following conditions precedent on or before the initial Purchase Date:

(a) Agreement. The Issuer shall have received this Agreement, duly executed

and delivered by the Depositor and the Servicer.

(b) Effective Date. The Effective Date shall have occurred.

(c) Depositor Operating Agreement. The Issuer shall have received (i) a true

and complete copy of the Certificate of FOIDlation ofthe Depositor, certified as a complete and

correct copy thereof by the Secretary of the State of Delaware and (ii) an executed copy ofthe

Depositor Operating Agreement, certified as a true and correct copy thereof by the Secretary or

an Assistant Secretary (or equivalent thereof) of the Depositor.

(d) Resolutions; Incumbency Certificate. The Issuer shall have received

copies of duly adopted resolutions of the member of the Depositor as in effect on the initial

Purchase Date and in form and substance reasonably satisfactory to the Issuer authorizing the

execution, delivery and perfoIDlance ofthis Agreement, the documents to be delivered by the

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Assistant Secretary, certified by the Secretary or Assistant Secretary ofthe Depositor.

(e) Lien Searches. The Issuer shall have received certified copies of requests

for information or copies (Form VCC-ll) dated a date reasonably near the date hereof listing all

effective financing statements which name the Depositor (under its present name or any previous

name) as transferor or debtor and which are filed in jurisdictions in which the filings were made

pursuant to item (f) below and in any other jurisdictions that are necessary or appropriate,

together with copies ofsuch financing statements (none of which shall cover any Designated

Receivables or the Related Property with respect thereto), and tax and judgment lien searches

showing no such liens that are not permitted by the Program Documents.

(f) UCCs. The Issuer shall have received copies of proper financing

statements (Form VCC-l), naming the Depositor as the transferor (debtor) of the Pooled

Receivables and the Related Property with respect thereto and the Issuer as transferee (secured

party).

(g) Custodial Receipt. The Servicer, as custodian, shall have delivered to the

Issuer and the Indenture Trustee certification that it has either actual or constructive possession

of the Pooled Receivable Files for the Designated Receivables transferred on such Purchase

Date.

SECTION 2.04. Conditions Precedent to All Transfers of Designated Receivables.

The obligation ofthe Issuer to purchase Designated Receivables and the Related Property with

respect thereto on any Purchase Date (including the initial Purchase Date) is subject to the

further conditions precedent that:

(a) Second Step Assignment. The Depositor shall have duly executed and

delivered to the Issuer a Second Step Assignment relating to such Designated Receivables.

(b) Collections. Ifthe Servicer is obligated to deposit Collections into the

Collection Account on a daily basis pursuant to Section 4.14, the Depositor shall have caused all

Collections, except Recoveries, with respect to such Designated Receivables received by the

Seller during the period commencing on but excluding the related Purchase Cutoff Date and

ending on and including the second Business Day prior to such Purchase Date to be deposited

into the Collection Account.

(c) Representations and Warranties of the Depositor. On such Purchase Date

the following statements shall be true (and the acceptance by the Depositor of the Second Step

Cash Purchase Price for the Designated Receivables on such Purchase Date shall constitute a

representation and warranty by the Depositor that on such Purchase Date such statements are

true):

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and

(iii) No Transfer Termination Event or Potential Transfer Termination Event

shall have occurred and be continuing or would occur after giving effect to the transfer of

such Designated Receivables.

(d) Custodial Receipt. The Servicer, as custodian, shall have delivered to the

Issuer and the Indenture Trustee certification that it has either actual or constructive possession

of the Pooled Receivable Files for the Designated Receivables transferred on such Purchase

Date.

SECTION 2.05. Condition Precedent to ALI Sales of Designated Receivables. The

obligation of the Depositor to sell Designated Receivables and the Related Property with respect

thereto on any Purchase Date (including the initial Purchase Date) is subject to the condition

precedent that the Issuer shall have paid to the Depositor the Second Step Cash Purchase Price

for such Designated Receivables.

SECTION 2.06. Transfer Termination Events. In the case of the occurrence of any

event described in clause (viii) of the definition of Transfer Termination Event, the obligation of

the Issuer to purchase additional Receivables and the Related Property with respect thereto will

automatically terminate without notice or other action by any Person, and, in the case of the

occurrence of any of the other events described in the definition ofTransfer Termination Event,

the obligation ofthe Issuer to purchase additional Receivables and the Related Property with

respect thereto will terminate if the Indenture Trustee, at the direction ofthe Majority Investors,

so directs.

ARTICLE III

Pooled Receivables

SECTION 3.01. Representations and Warranties Regarding Pooled Receivables.

Pursuant to Section 2.01(e), the Depositor assigned to the fssuer all of its right, title and interest

in, to and under the Purchase Agreement. Such assigned right, title and interest includes the

representations and warranties of the Seller made to the Depositor pursuant to Sections 3.01

and 3.02 of the Purchase Agreement. The Depositor hereby represents and warrants to the Issuer

on and as of each Purchase Date that such representations and warranties shall be true and

correct in all material respects as ofsuch Purchase Date. The Depositor, the fssuer, the Indenture

Trustee or the Servicer, as the case may be, shall inform the others promptly, in writing, upon the

discovery of any breach of the Seller's representations and warranties made pursuant to

Section 3.01 or 3.02 ofthe Purchase Agreement.

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(a) in the case of a Pooled Receivable constituting "tangible chattel paper"

within the meaning of the Relevant UCC, the fully executed original Contract with

respect to such Pooled Receivable or, in the case of a Pooled Receivable constituting

"electronic chattel paper" within the meaning of the Relevant UCC, the authoritative

copy ofsuch Contract;

(b) the original credit application fully executed by the Obligor;

(c) the original certificate of title or such documents that the Servicer or the

Seller shall keep on file, in accordance with its customary procedures, evidencing the

security interest ofthe Seller in the Financed Vehicle; and

(d) any and all other documents that the Servicer or the Seller shall keep on

file, in accordance with its customary procedures, relating to a Pooled Receivable, an

Obligor or a Financed Vehicle.

SECTION 3.03. Duties of Servicer as Custodian. (a) Safekeeping. The Servicer

shall hold the Pooled Receivable Files as custodian for the benefit of the Issuer and maintain

such accurate and complete accounts, records and computer systems pertaining to each Pooled

Receivable File as shall enable the Issuer to comply with this Agreement and the other Program

Documents. In performing its duties as custodian the Servicer shall act with reasonable care,

using that degree ofskill and attention that the Servicer exercises with respect to the receivable

files relating to all comparable automotive receivables that the Servicer services for itself or

others. The Servicer shall conduct, or cause to be conducted, periodic audits of the Pooled

Receivable Files held by it under this Agreement and of the related accounts, records and

computer systems, in such a manner as shall enable the Issuer, the Indenture Trustee or theOwner Trustee to verify the accuracy ofthe Servicer's record keeping. The Servicer shall

promptly report to the Issuer, the Indenture Trustee and the Owner Trustee any failure on its part

to hold the Pooled Receivable Files and maintain its accounts, records and computer systems as

herein provided and shall promptly take appropriate action to remedy any such failure. Nothing

herein shall be deemed to require an initial review or any periodic review by the Issuer, the

Indenture Trustee or the Owner Trustee of the Pooled Receivable Files.

(b) Maintenance of and Access to Records. The Servicer shall maintain each

Receivable File at one of its offices specified in Schedule A or at such other office as shall be

specified to the Issuer, the Indenture Trustee and the Owner Trustee not later than 20 days after

any change in location. The Servicer shall permit representatives or designees of the Issuer, the

Indenture Trustee, the Owner Trustee, any Noteholder or their duly authorized attorneys or

auditors (the "Applicable Parties") to inspect, audit and make copies of, and abstracts from, the

Pooled Receivable Files and the related accounts, records and computer systems maintained by

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prohibiting disclosure of information regarding the Obligors and the failure of the Servicer to

provide access to information as a result ofsuch obligation shall not constitute a breach ofthis

Section.

(c) Release of Documents. Upon instruction from the Indenture Trustee, the

Servicer shall release any Receivable File to the Indenture Trustee, the Indenture Trustee's agent

or the Indenture Trustee's designee, as the case may be, at such place or places as the Indenture

Trustee may designate, as soon as practicable.

SECTION 3.04. Instructions; Authority To Act. The Servicer shall be deemed to

have received proper instructions with respect to the Pooled Receivable Files upon its receipt of

written instructions signed by a Trust Officer of the Indenture Trustee or by the Majority

Investors.

SECTION 3.05. Custodian's Indemnification. The Servicer as custodian shall

indemnify the Issuer, the Indenture Trustee, the Owner Trustee, each Noteholder and the

Certificateholder and each of their respective officers, directors, employees and agents for any

and all liabilities, obligations, losses, compensatory damages, payments, costs or expenses of any

kind whatsoever that may be imposed on, incurred by or asserted against the Issuer, the

Indenture Trustee, the Owner Trustee, such Noteholder, the Certificateholder or any oftheir

respective officers, directors, employees and agents as the result of any improper act or omission

in any way relating to the maintenance and custody by the Servicer as custodian of the Pooled

Receivable Files; provided, however, that the Servicer shall not be liable to any such indemnified

party for any portion of any such amount resulting from the willful misfeasance, bad faith or

negligence (or gross negligence with respect to any Noteholder) ofsuch indemnified party.

SECTION 3.06. Effective Period and Termination. The Servicer's appointment as

custodian with respect to a Receivable File shall become effective as ofthe Purchase Date on

which the related Pooled Receivable is transferred to the Issuer and shall continue in full force

and effect until tenninated pursuant to this Section or the related Receivable is no longer a

Pooled Receivable. If FinCo shall resign as Servicer in accordance with the provisions of this

Agreement or ifall of the rights and obligations of any Servicer shall have been terminated under

Section 7.0 I, the appointment ofsuch Servicer as custodian shall be terminated. The Indenture

Trustee, at the written direction ofthe Majority Investors, may terminate the Serviccr's

appointment as custodian, with cause, at any time upon written notification to the Servicer and,

without cause, upon 30 days' prior written notification to the Servicer. Not more than 10

Business Days after such 30 day period, the Servicer shall deliver the Pooled Receivable Files to

the Indenture Trustee or the Indenture Trustee's agent at such place or places as the Indenture

Trustee may reasonably designate.

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Pooled Receivables with reasonable care, using that degree ofskill and attention that the Servicer

exercises with respect to all comparable automotive receivables that it services for itself or

others. The Servicer's duties shall include collection and posting of all payments, responding to

inquiries of Obligors on the Pooled Receivables, investigating delinquencies, sending payment

coupons to Obligors, reporting tax information to Obligors, accounting for collections and

furnishing the reports and other information described herein. Subject to the provisions of

Section 4.02, the Servicer shall follow its customary standards, policies and procedures in

performing its duties as Servicer. Without limiting the generality of the foregoing, the Servicer

is authorized and empowered to execute and deliver, on behalf of itself, the Issuer, the Owner

Trustee, the Indenture Trustee, the Noteholders and the Certificateholder or any ofthem, any and

all instruments ofsatisfaction or cancellation, or partial or full release or discharge, and all other

comparable instnllnents, with respect to the Pooled Receivables or to the Financed Vehicles

securing the Pooled Receivables. Ifthe Servicer shall commence a legal proceeding to enforce a

Pooled Receivable, the Issuer shall thereupon be deemed to have automatically assigned, solely

for the purpose of collection, such Pooled Receivable to the Servicer. If in any enforcement suit

or legal proceeding it shall be held that the Servicer may not enforce a Pooled Receivable on the

ground that it shall not be a real party in interest or a holder entitled to enforce such Pooled

Receivable, the Issuer shall, at the Servicer's expense and direction, take steps to enforce such

Pooled Receivable, including bringing suit in its name. The Owner Trustee shall upon the

written request ofthe Servicer furnish the Servicer with any powers of attorney and other

documents reasonably necessary or appropriate to enable the Servicer to carry out its servicing

and administrative duties hereunder.

SECTION 4.02. Collection and Allocation of Receivable Payments. The Servicer

shall make reasonable efforts to collect all payments called for under the terms and provisions of

the Pooled Receivables as and when the same shall become due and shall follow such collection

procedures as it follows with respect to all comparable automotive receivables that it services for

itself or others. The Servicer shall allocate collections between principal and interest in

accordance with the customary servicing procedures it follows with respect to all comparable

automotive receivables that it services for itself or others. The Servicer may grant extensions,

rebates or adjustments on a Pooled Receivable in accordance with the Credit and Collection

Policy; provided, however, that the Servicer shall not extend the date for final payment by the

Obligor of any Pooled Receivable beyond the date which is

.. The Servicer may in its discretion waive any late payment charge or any other fees that

may be collected in the ordinary course ofservicing a Pooled Receivable. The Servicer shall not

agree to any alteration of the interest rate or the originally scheduled payments on any Pooled

Receivable.

SECTION 4.03. Realization upon Pooled Receivables. On behalf of the Issuer, the

Servicer shall use its best efforts, consistent with its customary servicing procedures, to repossess

or otherwise convert the ownership of the Financed Vehicle securing any Pooled Receivable as

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the repossession ofsuch Financed Vehicle unless it shall determine in its discretion that such

repair and/or repossession will increase the Liquidation Proceeds by an amount greater than the

amount ofsuch expenses.

SECTION 4.04. Physical Damage Insurance. The Servicer shall, in accordance

with its customary servicing procedures, require that each Obligor shall have obtained physical

damage insurance covering the Financed Vehicle as ofthe execution ofthe Pooled Receivable.

SECTION 4.05. Maintenance of Security Interests in Financed Vehicles. The

Servicer shall, in accordance with its customary servicing procedures, take such steps as are

necessary to maintain perfection ofthe security interest created by each Pooled Receivable in the

related Financed Vehicle. The Servicer is hereby authorized to take such steps as are necessary

to re-perfect such security interest on behalf of the Issuer and the Indenture Trustee in the event

of the relocation of a Financed Vehicle or for any other reason.

SECTION 4.06. Covenants of Servicer. (a) The Servicer shall not release the

Financed Vehiele securing any Pooled Receivable from the security interest granted by suchPooled Receivable in whole or in part except in the event of payment in full by the Obligor

thereunder or repossession, nor shall the Servicer impair the rights of the Issuer, the Indenture

Trustee or the Noteholders in such Pooled Receivable, nor shall the Servicer increase the number

ofscheduled payments due under a Pooled Receivable.

(b) From and after the Effective Date, without the prior written consent of the

Indenture Trustee (acting at the direction of the Majority Investors), as assignee ofthe Issuer and

in aecordance with Section 10.04, the Servieer shall not make any change or modification to the

standards and procedures applied in respect ofthe servicing ofthe Pooled Receivables that could

reasonably be expected to have a material adverse effect on the collectibility or value of the

Pooled Receivables.

SECTION 4.07. Purchase upon Breach. The Servicer shall inform the Issuer, the

Owner Trustee and the Indenture Trustee promptly, in writing, upon the discovery of any breaeh

of Section 4.02, 4.05 or 4.06(a). Unless a breach under Section 4.05 or 4.06(a) shall have been

cured by the last day ofthe first full Colleetion Period following such discovery, the Servicer

shall purchase any Pooled Receivable materially and adversely affected by such breach as of

such last day. Ifthe Servicer takes any action during any Collection Period pursuant to

Section 4.02 that impairs the rights of the Issuer, the Indenture Trustee, the Certificateholder or

the Noteholders in any Pooled Receivable or as otherwise provided in Section 4.02, the Servicer

shall purchase such Pooled Receivable as ofthe last day ofsuch Collection Period. In

consideration ofthe purchase of any such Pooled Receivable pursuant to either ofthe two

preceding sentences, the Servicer shall remit the Purchase Amount in respect ofsuch Pooled

Receivable on the Payment Date following such Collection Period. The sole remedy ofthe

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SECTION 4.08. Monthly Servicer Fee. The Monthly Servicer Fee for each

Collection Period shall be equal to (a) the product of(i) 11 1t h ofthe Servicing Fee Rate and

(ii) the Pool Balance as ofthe last day ofthe preceding Collection Period plus (b) the product of

(i) the Servicing Fee Rate and the Principal Balance of each Pooled Receivable as of the related

Purchase Cutoff Date transferred to the Issuer during such Collection Period and (ii) a fraction

the numerator of which is the number of calendar days during such Collection Period that such

Pooled Receivable was owned by the Issuer and the denominator of which is 360 minus (c) the

product of(i) the Principal Balance of each Pooled Receivable as ofthe last day ofthe preceding

Collection Period that was Released during such Collection Period pursuant to Section 2.09 of

the Indenture and (ii) a fraction the numerator of which is the number of calendar days from the

date ofsuch Release to the end ofsuch Collection Period and the denominator of which is 360.

The Monthly Servicer Fee for each Collection Period shall be payable to the Servicer on the

Payment Date following the end ofsuch Collection Period from funds made available pursuant

to Section 8.02(c) ofthe Indenture. The Servicer shall also be entitled to all late fees,

prepayment charges and other administrative fees or similar charges allowed by applicable law

with respect to the Pooled Receivables, collected (from whatever source) on the Pooled

Receivables, plus any reimbursement pursuant to the last paragraph of Section 6.02.

SECTION 4.09. Monthly Settlement Statement and Monthly Receivables Report.

Not later than 11 :00 A.M. (New York City time) on the second Business Day preceding each

Payment Date, the Servicer shall deliver to the Indenture Trustee, the Owner Trustee and the

Issuer a Monthly Settlement Statement, containing the information listed on Exhibit B and all

other information necessary to make the distributions to be made on such Payment Date pursuant

to Section 8.02(c) of the Indenture and including a unit count and principal balance amount of

the Pooled Receivables (by the account number specified in the Pooled Receivables Schedule) to

be repurchased by the Seller on such Payment Date pursuant to Section 3.03 ofthe Purchase

Agreement or purchased by the Servicer pursuant to Section 4.07 on such Payment Date.

SECTION 4.10. Annual Statement as to Compliance; Notice of Default. (a) The

Servicer shall deliver to the Owner Trustee and the Indenture Trustee, on or before March 31 of

each year beginning March 31, 2010, the following:

(i) an Officer's Certificate, dated as of December 31 of the preceding year,

stating that (x) a review of the activities of the Servicer during the preceding 12-month

period (or with respect to the first such certificate, such period as shall have elapsed from

the Effective Date to the date ofsuch certificate) and ofits performance under this

Agreement has been made under such officers' supervision and (y) to the best ofsuch

ot11cers' 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 in any material respect, specifying each such default

known to such officers and the nature and status thereof; and

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asset-backed securities transactions involving the Servicer are silent with regard to any of

the Servicing Criteria, the Servicer's customary policies shall be used as the compliance

standard for the purposes ofsuch repOlt. To the extent any ofthe Servicing Criteria are

not applicable to the Servicer, with respect to asset-backed securities transactions taken

as a whole involving the Servicer that are backed by the same asset type as the Pooled

Receivables, such report shall include such a statement to that effect.

(b) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and

each Hedge Provider, promptly after having obtained knowledge thereof, but in no event later

than two (2) Business Days thereafter, written notice in an Officer's Certificate of the Servicer of

any event which with the giving of notice or lapse oftime, or both, would become a Servicer

Termination Event under Section 7.01 (a) or (b).

SECTION 4.11. Annual Independent Certified Public Accountants' Reports. The

Servicer shall cause a firm of independent certified public accountants, which may also render

other services to the Servicer, the Depositor or their Affiliates, to deliver to the Owner Trustee

and the Indenture Trustee on or before March 3I of each year beginning March 31, 2010, with

respect to the prior calendar year (or such applicable shorter period in the case ofthe first such

report) the attestation report that would be required to be filed in respect of the Issuer under the

Exchange Act if periodic reports under Section I5(d) of the Exchange Act, or any successor

provision thereto, were required to be filed in respect of the Issuer. Such attestation shall be in

accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the

Exchange Act, including, without limitation that in the event that an overall opinion cannot be

expressed, such registered public accounting firm shaH state in such report why it was unable to

express such an opinion.

SECTION 4.12. Servicer Expenses. The Servicer shall be required to pay all

expenses incurred by it in connection with its activities hereunder, including fees and

disbursements of independent accountants, taxes imposed on the Servicer and expenses incwTed

in connection with distributions and reports to the Owner Trustee and the Indenture Trustee.

SECTION 4.13. Maintenance of Systems and Receivables Lists.

(a) The Servicer shall maintain accounts and records as to each Pooled

Receivable accurately and in sufficient detail to permit (i) the reader thereof to know the status of

such Pooled Receivable, including payments and recoveries made and payments owing (and the

nature of each) and extensions of any scheduled payments made and (ii) reconciliation between

payments or recoveries on (or with respect to) each Pooled Receivable and the amounts from

time to time deposited in the Collection Account in respect ofsuch Pooled Receivable.

NY3:#7454811 1I
been paid in full, repurchased by the Seller, purchased by the Servicer or otherwise sold by the

Issuer in accordance with the terms of Section 2.09 of the Indenture.

(c) If at any time the Servicer shall propose to sell, grant a security interest in,

or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender

or other transferee, the Servicer shal1 give to such prospective purchaser, lender or other

transferee computer tapes, records or printouts (including any of those restored from backup

archives) that, if they shall refer in any manner whatsoever to any Pooled Receivable, shal1

indicate clearly that such Pooled Receivable has been sold, is owned by the Issuer and has been

pledged as collateral to the Indenture Trustee.

(d) The Servicer shall maintain at all times a composite schedule (the "Pooled

Receivables Schedule") which shall list all Pooled Receivables as of the last day of the most

recently ended Collection Period (by contract number). The Servicer shall update the Pooled

Receivables Schedule to reflect al1 Transfers of Designated Receivables to the Issuer hereunder,

al1 sales of Purchased Receivables by the Issuer to the Seller pursuant to the Purchase

Agreement, all sales of Receivables by the Issuer to the Servicer pursuant to this Agreement and

all other sales of Receivables by the Issuer in accordance with Section 2.09 ofthe Indenture.

Upon request, the Servicer shall furnish to the Indenture Trustee, within five Business Days, an

updated Pooled Receivables Schedule.

SECTION 4.14. Collections.

(a) Subject to the satisfaction of the commingling conditions described below,

the Servicer shall remit to the Col1ection Account all Collections with respect to the Pooled

Receivables col1ected during the related Col1ection Period, prior to II :00 A.M. (New York City

time) on the related Payment Date. So long as FinCo is the Servicer and so long as the

commingling conditions described below continue to be satisfied, the Servicer may withhold

from such deposit into the Collection Account an amount equal to the Monthly Servicer Fee that

is due and payable to the Servicer on such Payment Date. Notwithstanding the foregoing, if any

of the commingling conditions is not met, the Servicer shall remit to the Collection Account al1

Collections (except Recoveries) with respect to the Pooled Receivables within two Business

Days of receipt thereof. Prior to II :00 A.M. (New York City time), on each Payment Date, the

Servicer shall remit to the Collection Account all Recoveries with respect to the Pooled

Reccivables collected during the related Col1ection Period. The commingling conditions are as

follows: (i) FinCo must be the Servicer, (ii) no Servicer Termination Event shall have occurred

and be continuing and (iii) FinCo must maintain short-term unsecured debt ratings of at least "pI" by Moody's and "A-I" by S&P, or, if the short-term unsecured debt ofFinCo is not rated by

Moody's and S&P, long-term unsecured debt ratings of at least "AI" by Moody's and "A+" by

S&P.

NY3:#74548 I I 12
Receivables on the Payment Date for the related Collection Period. The Servicer shall deposit in

the Collection Account all amounts to be paid under Section 8.01 on the Payment Date for the

related Collection Period.

SECTION 4.16. Payment Dates. On the Business Day immediately preceding each

Payment Date, the Servicer shall calculate all amounts required to be distributed to the

Noteholders and the Certificateholder and all amounts to be allocated within the Collection

Account on such Payment Date in accordance with Section 8.02(c) of the Indenture. On each

Payment Date, the Servicer shall instruct the Indenture Trustee (based on the information

contained in the Monthly Settlement Statement delivered on the second preceding Business Day

pursuant to Section 4.09) to make the allocations and distributions set forth in Section 8.02(c) of

the Indenture by 11 :00 A.M. New York City time, to the extent ofthe Available Collections for

such Payment Date.

SECTION 4.17. Appointment ofSubservicer. The Servicer may at any time

appoint a subservicer to perform all or any portion of its obligations as Servicer hereunder;

provided, however, that the consent ofthe Majority Investors shall be required in connection

with any appointment of a subservicer who is not an Affiliate of FinCo; and provided,fitrther,

that the Servicer shall remain obligated and be liable to the Issuer, the Owner Trustee, the

Indenture Trustee, the Certificateholder and the Noteholders for the servicing and administering

of the Pooled Receivables in accordance with the provisions hereof without diminution ofsuch

obligation and liability by virtue ofthe appointment ofsuch subservicer and to the same extent

and under the same terms and conditions as if the Servicer alone were servicing and

administering the Pooled Receivables. The fees and expenses of the subservicer shall be as

agreed between the Servicer and its subservicer from time to time, and the Issuer shall not have

any responsibility therefore.

SECTION 4.18. Funding Account. On or prior to each Purchase Date, provided

that all conditions contained in the Purchase Agreement and the Sale and Servicing Agreement

with respect to the purchase of Receivables on such Purchase Date have been (or on such

Purchase Date will be) satisfied and all conditions contained in the Indenture with respect to the

withdrawal ofsuch funds have been (or on such Purchase Date will be) satisfied, the Servicer

shall (A) calculate the aggregate Principal Balancc (as of the relatcd Purchase Cutoff Date) of the

Receivables to be transferred to the Issuer on the related Purchase Date and (B) instruct the

Indenture Trustce in writing to distribute (or cause to be distributed) an amount equal to the

cxcess of (1) the sum of the Net Pool Balance (after giving effect to the addition ofsuch

Receivables) and the Funding Account Amount (without giving effect to any withdrawal

therefrom to purchase such Receivables) over (2) the Class A Principal Balance (after giving

effect to any Borrowing on the Class A Notes made on such date) from amounts on deposit in the

Funding Account, to the Depositor, on such Purchase Date to purchase the Receivables from the

Depositor in accordance with the terms of this Agreement.

NY}:#7454S II 13
on which the Issuer is deemed to have relied in acquiring the Pooled Receivables and the Related

Property with respect thereto and on which the other addressees are deemed to have relied in

participating in the transactions contemplated by the Program Documents. The representations

spcak as ofthe execution and delivery of this Agreement and as of each Purchase Date, and shall

survive the sale ofthe Pooled Receivables and the Related Property with respect thereto to the

Issuer and the pledge thereof to the Indenture Trustee.

(a) Existence. The Depositor is a limited liability company duly formed,

validly existing and in good standing under the laws ofthe State of Delaware has the power and

authority, and the legal right, to own its assets and to transact the business in which it is

permitted to engage pursuant to the Program Documents, is duly qualified under the laws of each

jurisdiction where its ownership or lease of property or the conduct ofits business requires such

qualification and is in compliance with all Requirements of Law. The Depositor has no

Subsidiaries other than the Issuer. All ofthe issued and outstanding limited liability company

interests ofthe Depositor are owned by FinCo, all ofwhich limited liability company interests

have been validly issued, are fully paid and non-assessable.

(b) Power; Authorization; Enforceable Obligation. The Depositor has the

power and authority, and legal right, to make, deliver and perform the Program Documents to

which it is a party and to transfer the Designated Receivables and the Related Property with

respect thereto hereunder and has taken all necessary action to authorize the execution, delivery

and performance ofthis Agreement and the other Program Documents to which the Depositor is

a party. No consent or authorization of, filing with, or other act by or in respect of, any

Governmental Authority or any other Person is required in connection with the execution,

delivery, performance, validity or enforceability of the Program Documents to which the

Depositor is a party. This Agreement has been, and each other Program Document to which the

Depositor is a party will be, duly executed and delivered on behalf ofthe Depositor, and each

constitutes a legal, valid and binding obligation ofthe Depositor, enforceable against the

Depositor 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 principles of equity (regardless of whether such

enforccability is considered in a proceeding in equity or at law).

(c) No Legal Bar. The execution, delivery and performance by the Depositor

ofthe Program Documents to which the Depositor is a party will not violate any Requirement of

Law or Contractual Obligation applicable to the Depositor, and will not, except as otherwise

provided herein or under any ofthe othcr Program Documents, result in, or require, the creation

or imposition of any Lien on any of its property, assets or revenues pursuant to any such

Requirement of Law or Contractual Obligation, except as contemplated hereby.

NY3:#7454811 14
remain outstanding and unbonded for a period ofthirty (30) days or more.

(e) No Default. The Depositor is not in default (i) under any ofthe Program

Documents or (ii) under or with respect to its other Contractual Obligations, except, in the case

of clause (ii), any such default that could not reasonably be expected to have a Material Adverse

Effect with respect to the Depositor.

(f) Compliance with Law. The Depositor has complied in all material

respects with all Requirements of Law, except where the failure to comply could not reasonably

be expected to have a Material Adverse Effect with respect to the Depositor.

(g) Margin Stock. The Depositor is not engaged in the business of extending

credit for the purpose of purchasing or carrying any margin stock.

(h) Security Interest. Immediately prior to the transfer and assignment of

Designated Receivables and the Related Property with respect thereto hereunder, the Depositor

had good and marketable title to such Designated Receivables and the Related Property with

respect thereto, free and clear of all Liens. The Issuer will have good title to each such

Designated Receivable and any Related Property with respect thereto, free and clear of all Liens

other than the security interest created under the Indenture. This Agreement, together with the

Second Step Assignment for such Designated Receivables and the Related Property, creates a

valid and continuing security interest (as defined in the Relevant UCC) in favor ofthe Issuer

which security interest has been perfected and is prior to all other Liens in the Pooled

Receivables and the Related Property with respect thereto, enforceable against creditors of, and

purchasers from, the Depositor in accordance with its tenns, except as such enforceability may

be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and

other similar laws affecting creditors' rights generally or by general equitable principles, whetherconsidered in a proceeding at law or in equity and by an implied covenant of good faith and fair

dealing. The Pooled Receivables constitute "tangible chattel paper" or "electronic chattel paper"

within the meaning of Article 9 ofthe Relevant UCc. Other than the security interest granted to

the Issuer pursuant to this Agreement, the Depositor has not pledged, assigned, sold or granted a

security interest in any ofthe Pooled Receivables or the Related Property with respect thereto.

All action necessary (including the filing ofUCC-l financing statements) to perfect the Issuer's

security interest in the Pooled Receivables and the Related Property with respect thereto has been

duly and effectively taken. No security agreement, financing statement or equivalent security or

lien instrument listing the Depositor as debtor covering all or any part ofthe Pooled Receivables

and the Related Property with respect thereto is on file or ofrecord in any jurisdiction, except

such as may have been filed, recorded or made by the Depositor in favor ofthe Issuer, and the

Depositor has not authorized any such tiling and is not aware of any financing statements

relating to the Designated Receivables and the Related Property with respect thereto other than

any financing statements relating to the security interests granted under the Program Documents

NY3:#7454811 15
be filed against the Depositor in favor ofthe Issuer in connection herewith contain or will

contain a statement to the following effect: "Granting of a security interest in or purchase of any

collateral described in this financing statement will violate the rights ofthe Issuer."

(i) ERISA. No Plan is maintained or participated in by the Depositor, and

neither the Depositor nor any Commonly Controlled Entity ofthe Depositor has any liability to

PBGC under ERISA, other than for the payment of premiums in the ordinary course of business

that are not yet due. No notice of a Lien arising under Title I or Title IV of ERISA has been filed

under Section 6323(a) ofthe Code (or any successor provision) against, or otherwise affecting

the assets ofthe Depositor.

(j) Investment Company Act. The Depositor is not an "investment company"

or a company "controlled" by an "investment company" within the meaning of the Investment

Company Act.

(k) Solvency ofthe Depositor. The Depositor is, and after giving effect to the

transactions contemplated to occur on such date, will be, Solvent and is not the subject of any

voluntary bankruptcy proceeding, or of any involuntary bankruptcy proceeding. The Depositor

did not transfer the Designated Receivables and Related Property to the Issuer with any intent to

hinder, delay or defraud its creditors.

(I) No Potential Transfer Termination Event or Transfer Termination Event.

No Potential Transfer Termination Event or Transfer Termination Event has occurred and is

continuing.

(m) Tax Returns. The Depositor has filed or caused to be filed all tax returns

which are required to be filed and has paid all taxes shown to be due and payable on said returns

or on any assessments made against it or any ofits property and has paid or properly accrued and

provided for payment at such time as is required or permitted all other taxes, fees or other

charges imposed on it or any of its property by any Governmental Authority (other than any of

the amount or validity of which is currently being contested in good faith by appropriate

proceedings and with respect to which reserves in conformity with GAAP have been provided on

the books and records of the Depositor and fees and other charges the nonpayment of which, in

the aggregate, could not reasonably be expected to have a Material Adverse Effect with respect

to the Depositor); no tax Lien has been filed and, to the knowledge of the Depositor, no claim is

being asserted with respect to any such tax, fee or other charge.

(n) Accuracy of Information. All information heretofore furnished by the

Depositor or any of its Affiliates to the Issuer, the Indenture Trustee, the Owner Trustee or any

of the Noteholders for purposes of or in connection with this Agreement or any of the other

Program Documents or any transaction contemplated hereby or thereby is, and all information

NY3:#74548 I I 16
(0) Consideration. The consideration received under this Agreement for each

transfer of the Designated Receivables and Related Property will constitute full and adequate

consideration therefor.

SECTION 5.02. Affirmative Covenants of the Depositor. Until the date on which

all Obligations are paid in full, the Depositor shall:

(a) Preservation of Existence. Preserve, renew and keep in full force and

effect its existence and good standing and take all necessary action to maintain all rights,

privileges and franchises necessary or desirable in the normal conduct ofits business; comply

with all Contractual Obligations, including, without limitation, all its obligations under the

Program Documents, and all Requirements of Law; file and record all documents, financing

statements and continuation statements under the Relevant UCC and take all other action that is

necessary or appropriate to perfect the Issuer's security interest in the Pooled Receivables and

the Related Property with respect thereto.

(b) Payment ofTaxes. File (or cause to be filed on its behalf as a member ofa

consolidated group) all tax returns required by law to be filed by it and pay all taxes, assessments

and governmental charges shown to be owing by it, except for any such taxes, assessments or

charges which are not yet delinquent or are being diligently contested in good faith by

appropriate proceedings, for which adequate reserves in accordance with GAAP shall have been

set aside on its books and that have not given rise to any Liens and the nonpayment of which, in

the aggregate, could not reasonably be expected to have a Material Adverse Effect.

(c) Books and Records. Keep proper books and records of 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; and, at its expense,

shall permit representatives and designees of the Indenture Trustee, the Owner Trustee or any

Noteholder (the "Applicable Parties") or their duly authorized attorneys or auditors to visit and

inspect any of its properties, to examine and make abstracts from any of its books and records

and to discuss its affairs, finances and accounts with its officers, directors, employees and

independent public accountants, all at such reasonable times upon reasonable notice and as often

as may reasonably be requested; provided, that so long as no Event of Default or

Servicer Ternlination Event has occurred and is continuing the Applicable Parties shall conduct

any such review as a group and no more than one (I) such review shall be conducted annually

providedjimher that the preceding proviso shall not apply to any Applicable Party that is a

Governmental Authority. Nothing in this Section shall affect the obligation of the Depositor to

observe any applicable law prohibiting disclosure of information regarding the obligors and the

failure of the Depositor to provide access to information as a result of such obligation shall not

constitute a breach ofthis Section.

NY3:#7454811 17
Default; and

(ii) any default or event of default under any Contractual Obligation of the

Depositor or any litigation, investigation or proceeding which may exist at any time with

respect to the Depositor.

Each notice pursuant to this Section 5.02(d) shall be accompanied by a statement of an

Authorized Officer ofthe Depositor setting forth details ofthe occurrence referred to therein and

stating what action the Depositor proposes to take with respect thereto. In addition, the

Depositor shall provide to the Indenture Trustee promptly from time to time, a copy of any

notice received by the Depositor from the Seller pursuant to Section 5.07 of the Purchase

Agreement and such information, documents or reports available to it relating to the Pooled

Receivables or the condition or operations, financial or otherwise, of the Depositor as the

Indenture Trustee, the Owner Trustee or any Noteholder may from time to time reasonably

request.

(e) Maintenance of Separate Existence. Do all things necessary to remain

readily distinguishable from the Seller and its Affiliates (other than the Issuer) and maintain its

limited liability company existence separate and apart from that of the Seller and each of its

Affiliates, including maintaining in place all policies and procedures and taking all action,

described in the factual assumptions set forth in the opinion letter of Milbank, Tweed, Hadley &

McCloy LLP dated January 14,2009 addressing the issues ofsubstantive consolidation as they

may relate to the Seller on the one hand and the Depositor on the other hand.

SECTION 5.03. Negative Covenants of the Depositor. Until the date on which all

Obligations are paid in full, the Depositor shall not directly or indirectly:

(a) Limitation on Activities. Engage in any business or activity of any kind or

enter into any transaction or indenture, mortgage, instrument, agreement, contract, lease or other

undertaking which is not directly or indirectly related to the transactions contemplated by the

Program Documents.

(b) Limitation on Indebtedness. Create, incur, assume or suffer to exist any

Indebtedness except liabilities contemplated by this Agreement or any other Program Document.

(c) Limitation on 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 otherw'ise conveyor encumber any existing or future right to receive any income or payments,

except for Liens created hereunder.

(d) Limitation on Investments, Loans and Advances. Make any advance,

loan, extension of credit or capital contribution to, or purchase any stock, bonds, notes,

NY3:#7454811 18
merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any

liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, any of

its property, business or assets except (i) any transfer ofthe Certificate to an Affiliate ofthe

Depositor, (ii) any transfer, without recourse, of Pooled Receivables and the Related Property

that are Released pursuant to Section 2.09 of the Indenture or (iii) the transfers contemplated by

this Agreement.

(f) Limitation on Payments and Expenditures. Make any payment to any

Person (including, without limitation, any salaries or bonuses) or make any expenditure (by longteml or operating lease or otherwise) for capital assets (both realty and personal), except as

contemplated by this Agreement and the other Program Documents.

(g) Distributions. Declare or pay any distributions on any of its limited

liability company interests or make any purchase, redemption or other acquisition of, any of its

limited liability company interests; provided, however, that so long as no Transfer Termination

Event or Potential Transfer Termination Event has occurred and is continuing or would result

therefrom, the Depositor may declare and pay distributions on its limited liability company

interests in accordance with the applicable provisions of the Delaware Limited Liability

Company Act and any other applicable laws of the State of Delaware.

(h) Amendment of Depositor Operating Agreement. Amend Sections 3.01

or 3.03 of the Depositor Operating Agreement without the prior written consent of the Indenture

Trustee acting at the direction ofthe Majority Investors.

(i) Amendments to Program Documents. Without the prior written consent

ofthe Indenture Trustee (acting at the written direction ofthe Majority Investors), as assignee of

the Issuer as provided in Section 10.04, cancel, terminate, amend, supplement, modify or waive

any of the provisions of any Program Document to which it is a party or request, consent or

agree to or suffer to exist or permit any such cancellation, termination, amendment, supplement,

modification or waiver.

(j) Exercise of Rights Under the Purchase Agreement. Without the prior

written consent of the Issuer and the Indenture Trustee (acting at the written direction ofthe

Majority Investors), (i) exercise any right, remedy, power or privilege available to it with respect

to the Seller under the Purchase Agreement, (ii) take any action to compel or secure performance

or observance by the Seller of its obligations under the Purchase Agreement or (iii) give any

consent, request, notice, direction, approval, extension or waiver to the Seller under the Purchase

Agreement not required to be exercised, taken, observed or given pursuant to the temlS of the

Purchase Agreement.

SECTION 5.04.

NY3:#7454811

Liability of the Depositor; Indemnities.

19
Owner Trustee (as such and in its individual capacity) or any Noteholder from and against any

loss, liability or expense incurred by reason of the Depositor's willful misfeasance, bad faith or

negligence in the performance of its duties under this Agreement, or by reason of reckless

disregard of its obligations and duties under this Agreement. Indemnification under this Section

shall survive the termination ofthis Agreement and shall include reasonable fees and expenses of

counsel and expenses of litigation. Ifthe Depositor shall have made any indemnity payments

pursuant to this Section and the Person to or on behalf of whom such payments are made

thereafter shall collect any ofsuch amounts from others, such Person shall promptly repay such

amounts to the Depositor, without interest.

SECTION 5.05. Limitation on Liability of Seller and Others. The Depositor and

any director, officer, employee or agent ofthe Depositor may rely in good faith on the advice of

counselor on any document of any kind, prima facie properly executed and submitted by any

Person respecting any matters arising hereunder. The Depositor shall not be under any

obligation to appear in, prosecute or defend any legal action that shall not be incidental to its

obligations under this Agreement, and that in its opinion may involve it in any expense or

liability.

ARTICLE VI

The Servicer

SECTION 6.01. Representations of the Servicer. The Servicer makes the following

representations to the Noteholders, the Indenture Trustee and the other parties hereto, on which

the Issuer is deemed to have relied in acquiring the Pooled Receivables and the Related Property

with respect thereto and on which the other addressees are deemed to have relied in participating

in the transactions contemplated by the Program Documents. The representations speak as of the

execution and delivery of this Agreement and as of each Purchase Date, and shall survive the

sale ofthe Pooled Receivables and the Related Property with respect thereto to the Issuer and the

pledge thereof to the Indenture Trustee:

(a) Organization and Good Standing. The Servicer is duly organized and

validly existing as a limited liability company in good standing under the laws of the state of its

formation, with the organizational power and authority as a limited liability company to own its

properties and to conduct its business as such properties are currently owned and such business is

presently conducted, and had at all relevant times, and has, the power, authority and legal right to

acquire, own, sell and service the Pooled Receivables and to hold the Pooled Receivable Files as

custodian.

(b) Due Qualification. The Servicer is duly qualified to do business as a

foreign limited liability company in good standing, and has obtained all necessary licenses and

NY3:#7454811 20
terms; and the execution, delivery and perfonnance of this Agreement has been duly authorized

by the Servicer by all necessary action as a limited liability company.

(d) Binding Obligation. This Agreement constitutes a legal, valid and binding

obligation of the Servicer enforceable 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 principles of equity

(regardless of whether such enforceability is considered in a proceeding in equity or at law).

(e) No Violation. The consummation ofthe transactions contemplated by this

Agreement and the fulfillment of the tenns hereof shall not contlict with, result in any breach of

any of the tenns and provisions of, or constitute (with or without notice or lapse of time) a

default under, the articles of organization or operating agreement ofthe Servicer, or any

indenture, agreement or other instrument to which the Servicer is a party or by which it is bound;

or result in the creation or imposition of any Lien upon any of its properties pursuant to the tenns

of any such indenture, agreement or other instrument (other than this Agreement); or violate any

law or, to the best of the Servicer's knowledge, any order, rule or regulation applicable to the

Servicer of any court or of any federal or state regulatory body, administrative agency or other

governmental instrumentality having jurisdiction over the Servicer or its properties.

(t) No Proceedings. There are no proceedings or investigations pending or, to

the Servicer's best knowledge, threatened before any court, regulatory body, administrative

agency or other governmental instrumentality having jurisdiction over the Servicer or its

properties: (i) asserting the invalidity ofthis Agreement or any of the other Program Documents,

(ii) seeking to prevent the consummation of any of the transactions contemplated by this

Agreement or any of the other Program Documents or (iii) seeking any detennination or ruling

that could reasonably be expected to materially and adversely affect the perfornlance by the

Servicer of its obligations under, or the validity or enforceability of, this Agreement or any of the

other Program Documents.

(g) No Consent. Except as expressly contemplated by the Program

Documents, no consent or authorization of, filing with, or other act by or in respect of, any

Governmental Authority or any other Person is required in connection with the execution,

delivery or perfonnance by the Servicer or the validity or enforceability against the Servicer of

this Agreement.

(h) No Potential Servicer Ternlination Event or Servicer Tennination Event.

No Potential Servicer Termination Event or Servicer Termination Event has occurred and is

continuing.

SECTION 6.02.

NY3:#7454811

Indemnities of Servicer.

21
Owner Trustee (as such and in its individual capacity) and any Noteholder from and against any

and all costs, expenses, losses, damages, claims and liabilities arising out of or resulting from the

use, ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle.

(c) The Servicer shall indemnify, defend and hold harmless the Issuer, the

Indenture Trustee, the Owner Trustee (as such and in its individual capacity) and the Noteholders

and any ofthe officers, directors, employees and agents ofthe Issuer, the Indenture Trustee, the

Owner Trustee (as such and in its individual capacity) and any Noteholder from and against any

taxes that may at any time be asserted against any such Person with respect to the transactions

contemplated herein and in the Program Documents, including any sales, gross receipts, general

corporation, tangible personal property, privilege or license taxes (but, in the case ofthe Issuer,

not including any taxes asserted with respect to, and as of the date the sale ofthe Pooled

Receivables to the Issuer, or asserted with respect to ownership ofthe Pooled Receivables and, in

the case ofthe Indenture Trustee, the Owner Trustee (as such and in its individual capacity) and

the Noteholders, not including any Excluded Taxes) and costs and expenses in defending against

the same.

(d) The Servicer shall indemnify, defend and hold harmless the Issuer, the

Indenture Trustee, the Owner Trustee (as such and in its individual capacity) and the Noteholders

and any ofthe officers, directors, employees and agents ofthe Issuer, the Indenture Trustee, the

Owner Trustee (as such and in its individual capacity) and any Noteholder from and against any

and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost,

expense, loss, claim, damage or liability arose out of, or was imposed upon any such Person

through, the negligence, willful misfeasance or bad faith of the Servicer in the performance of its

duties under this Agreement or by reason ofreckless disregard of its obligations and duties under

this Agreement.

For purposes of this Section, in the event ofthe termination of the rights and obligations

of FinCo (or any successor thereto pursuant to Section 6.03) as Servicer pursuant to Section 7.01,

or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to

be the Servicer pending appointment of a successor Servicer pursuant to Section 7.02.

Indemnification under this Section shall survive the termination ofthis Agreement and

shall include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer

shall have made any indemnity payments pursuant to this Section and the Person to or on behalf

of whom such payments are made thereafter collects any ofsuch amounts from others, such

Person shall promptly repay such amounts to the Servicer, without interest.

SECTION 6.03. Merger or Consolidation ot: or Assumption of Obligations of

Servicer. 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, (c) which may

NY3:#7454811 22
the part of any of the parties to this Agreement; provided, however, that (i) immediately after

giving effect to such transaction, no Servicer Termination Event and no Potential Servicer

Termination Event shall have occurred and be continuing, (ii) the Servicer shall have delivered

to the Issuer, the Indenture Trustee and the Owner Trustee an Officer's Certificate of the Servicer

and an Opinion of Counsel each stating that such consolidation, merger or succession and such

agreement of assumption comply with this Section and that all conditions precedent provided for

in this Agreement relating to such transaction have been complied with and (iii) the Servicer

shall have delivered to the Issuer, the Indenture Trustee and the Owner Trustee an Opinion of

Counsel stating that, in the opinion ofsuch counsel, either (A) all financing statements and

continuation statements and amendments thereto have been executed and filed that are necessary

fully to preserve and protect the interest of the Issuer and the Indenture Trustee in the Pooled

Receivables and reciting the details ofsuch filings or (B) no such action shall be necessary to

preserve and protect such interests. Notwithstanding anything herein to the contrary, the

execution of the foregoing agreement of assumption and compliance with clauses (i), (ii) and

(iii) above shall be conditions to the consummation of the transactions referred to in clause (a),

(b) or (c) above.

SECTION 6.04. Limitation on Liability of Servicer and Others. Neither the

Servicer nor any of the managers, officers, employees or agents ofthe Servicer shall be under

any liability to the Issuer, any Noteholder or the Certificateholder, except as provided under this

Agreement, for any action taken or for refraining from the taking of any action pursuant to this

Agreement or for errors in judgment; provided, however, that this provision shall not protect the

Servicer or any such Person against any liability that would otherwise be imposed by reason of

willful misfeasance, bad faith or negligence in the performance of duties or by reason ofreckless

disregard of obligations and duties under this Agreement. The Servicer and any manager,

officer, employee or agent ofthe Servicer may rely in good faith on any document of any kind

prima facie properly executed and submitted by any person respecting any matters arising under

this Agreement.

Except as provided in this Agreement, the Servicer shall not be under any obligation to

appear in, prosecute or defend any legal action that shall not be incidental to its duties to service

the Pooled Receivables in accordance with this Agreement and that in its opinion may involve it

in any expense or liability; provided, however, that the Servicer may undertake any reasonable

action that it may deem necessary or desirable in respect ofthis Agreement and the Program

Documents and the rights and duties of the parties to this Agreement and the Program

Documents.

SECTION 6.05. FinCo Not To Resign as Servicer. Subject to the provisions of

Section 6.03 and 7.02, FinCo shall not resign from the obligations and duties hereby imposed on

it as Servicer under this Agreement except upon a determination that the performance of its

duties under this Agreement shall no longer be permissible under applicable law and cannot be

NY3:#745481I 23
until the Indenture Trustee or a successor Servicer shall have assumed the responsibilities and

obligations of FinCo in accordance with Section 7.02.

ARTICLE VII

Servicer Tem1ination Events

SECTION 7.0 I. Servicer Termination Events. If anyone of the following events (a

"Servicer Termination Event") shall occur and be continuing:

(a) (i) any failure by the Servicer to deposit in the Collection Account any

required payment or to direct the Indenture Trustee to make any required distributions

from the Collection Account or any failure ofFinCo as the Seller to make any required

payment under any Program Document (except for payments described in clause (b)

below), which failure continues unremedied for a period of_Business Days after

written notice ofsuch failure is received by the Servicer or FinCo, as applicable, from the

Indenture Trustee or after discovery ofsuch failure by an officer of FinCo or (ii) any

failure by the Servicer to deliver to the Indenture Trustee any Settlement

Statement, which failure continues unremedied for a period Days

after written notice ofsuch failure is received by the Servicer from the Indenture Trustee

or the MajOIity Investor or after discovery thereof by an officer ofthe Servicer;

(b) any failure of FinCo, as the Seller or the Servicer, to make any required

payment under any indemnification or expense reimbursement any Program

Document, which fai lure continues unremedied for a period of__Business Days

after written notice ofsuch failure is received by FinCo from the Indenture Trustee or the

Majority Investor;

(c) failure by the Servicer or FinCo, as the Seller, as the case may be, duly to

observe or to perform in any material respect any covenants or agreements ofthe Servicer

or the Seller (as the case may be) set f0I1h in this Agreement (including, without

limitation, any failure by the Servicer to maintain custody of the Pooled Receivable Files

in accordance with this Agreement) or any other Program Document (other than a

covenant or agreement, a default in the observance or performance of which is elsewhere

in this Section specifically dealt with or other than a covenant or agreement contained in

Article IX), which failure shall continue unremedied for a period of_days after

the earlier of(x) knowledge by an officer of the Servicer thereof or (y) the date on which

written notice ofsuch failure, requiring the same to be remedied, shall have been given to

the Servicer or FinCo (as the case may be) by the Indenture Trustee or the Majority

Investor;

NY3:#745481I 24
such breach has been received by FinCo from the Indenture Trustee or the Majority

Investor; or

(e) the occurrence of an Event of Bankruptcy with respect to the Servicer;

then, and in each and every case, so long as the Servicer Termination Event shall not have been

remedied, the Indenture Trustee, acting upon the instructions of the Majority Investors, by notice

given in writing to the Servicer may terminate all the rights and obligations (other than the

obligations set forth in Section 6.02) of the Servicer tmder this Agreement. On or after the

receipt by the Servicer ofsuch written notice, all authority and power of the Servicer under this

Agreement, whether with respect to the Pooled Receivables or otherwise, shall, without further

action, pass to and be vested in, and all Pooled Receivable Files shall promptly be delivered to,

the Indenture Trustee or such successor Servicer as may be appointed under Section 7.02; and,

without limitation, the Indenture Trustee is hereby authorized and empowered to execute and

deliver, for the benefit ofthe 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 ofsuch notice of termination, whether to complete the transfer

and endorsement of the Pooled Receivables and related documents, or otherwise. The

predecessor Servicer shall cooperate with the successor Servicer, the Indenture Trustee and the

Owner Trustee in effecting the termination ofthe responsibilities and rights of the predecessor

Servicer under this Agreement, including the transfer to the successor Servicer for administration

by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or

shall thereafter be received by it with respect to any Pooled Receivable. All reasonable costs and

expenses (including attorneys' fees) incurred in connection with transferring the Pooled

Receivable Files to the successor Servicer and amending this Agreement to reflect such

succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon

presentation of reasonable documentation ofsuch costs and expenses.

SECTION 7.02. Appointment of Successor. (a) Upon the Servicer's receipt of

notice of termination pursuant to Section 7.01 or the Servicer's resignation in accordance with

the terms ofthis 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 oftennination, until receipt ofsuch

notice and, in the case of resignation, until the later of(i) the date 45 days from the delivery to

the Owner Trustee and the Indenture Trustee of written notice ofsuch resignation (or written

confirmation ofsuch notice) in accordance with the terms of this Agreement and (ii) the date

upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the

notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer's

termination hereunder, the Indenture Trustee, acting on the instruction of the Majority Investors,

shall appoint a successor Servicer, and the successor Servicer shall accept its appointment by a

written assumption in forn1 acceptable to the Indenture Trustee and the Owner Trustee. In the

NY3:#7454811 25
$100,000,000 and whose regular business shall include the servicing of automotive receivables,

as the successor to the Servieer under this Agreement. Notwithstanding anything herein or in the

Indenture to the contrary, in no event shall the Indenture Trustee or any Noteholder be liable for

the payment of the Monthly Servicer Fee or for any differential in the amount ofthe Monthly

Servicer Fee paid hereunder and the amount necessary to induce any successor Servicer to act as

successor Servicer under this Agreement and the transactions set forth or provided for herein.

(b) Upon appointment, the successor Servicer (including the Indenture

Trustee acting as 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 Monthly Servicer

Fee and all the rights granted to the predecessor Servicer by the terms and provisions ofthis

Agreement. The successor Servicer shall incur no liability with respect to any actions or

omissions ofthe predecessor Servicer.

(c) A successor Servicer may not resign unless it is prohibited from serving as

such by law.

(d) All reasonable costs and expenses (including servicer conversion costs and

attorneys' fees) incurred in connection with transferring the Pooled Receivables and the Pooled

Receivable Files to the successor servicer shall be paid by the predecessor Servicer.

ARTICLE VIII

Termination

SECTION 8.01. Optional Purchase of All Pooled Receivables. (a) As ofthe last

day of any Collection Period as of which the then outstanding Pool Balance is 10% or less ofthe

Pool Balance measured immediately after giving effect to the last Transfer, the Servicer shall

have the option to purchase the Pooled Receivables and the Related Property with respect

thereto. To exercise such option, the Servicer shall deposit pursuant to Section 4.15 in the

Collection Account an amount equal to the aggregate Purchase Amount for the Pooled

Receivables (including defaulted Pooled Receivables), plus the appraised value of any such other

property held by the Issuer other than the Collection Account, such value to be determined by an

appraiser mutually agreed upon by the Servicer, the Indenture Trustee and the Owner Trustee,

and shall succeed to all interests in and to the Pooled Receivables and the Related Property with

respect thereto. Notwithstanding the foregoing, the Servicer shall not be permitted to exercise

such option unless the amount to be deposited in the Collection Account pursuant to the

preceding sentence, together with any other funds in the Collection Account, is greater than or

equal to the outstanding Obligations payable by the Issuer under the Program Documents.

NY3:#7454811 26
Administrative Duties of FinCo

SECTION 9.01. Administrative Duties.

(a) Duties with Respect to the Indenture. FinCo shall perform all its duties

and the duties ofthe Issuer under the Program Documents (in such capacity, the

"Administrator"). In addition, the Administrator shall consult with the Owner Trustee as the

Administrator deems appropriate regarding the duties ofthe Issuer under the Program

Documents. The Administrator shall monitor the performance ofthe Issuer and shall advise the

Owner Trustee when action is necessary to comply with the Issuer's duties under the Program

Documents. The Administrator shall prepare for execution by the Issuer or shall cause the

preparation by other appropriate Persons of all such documents, reports, filings, instruments,

certificates and opinions as it shall be the duty of the Issuer to prepare, tile or deliver pursuant to

the Program Documents. In furtherance ofthe foregoing, the Administrator shall take all

necessary action that is the duty ofthe Issuer to take pursuant to the Program Documents.

(b) Duties with Respect to the Issuer.

(i) In addition to the duties ofthe Administrator set forth in Article IX ofthis

Agreement or any ofthe Program Documents, the Administrator shall perform such

calculations and shall prepare for execution by the Issuer or the Owner Trustee or shall

cause the preparation by other appropriate Persons of all such documents, reports, filings,

instruments, certificates and opinions as it shall be the duty ofthe Issuer or the Owner

Trustee to prepare, file or deliver pursuant to this Agreement or any of the other Program

Documents or under state and federal tax laws, and shall take all appropriate action that is

the duty ofthe Issuer or the Owner Trustee to take pursuant to this Agreement or any of

the other Program Documents. In accordance with the directions of the Issuer or the

Owner Trustee, the Administrator shall administer, perform or supervise the performance

ofsuch other activities in connection with the Collateral (including the Program

Documents) as are not covered by any ofthe foregoing provisions and as are expressly

requested by the Issuer or the Owner Trustee and are reasonably within the capability of

the Administrator.

(ii) Notwithstanding anything in this Agreement or the Program Documents to

the contrary, the Administrator shall be responsible for performance of the duties ofthe

Issuer and the Owner Trustee set forth in Section 5.04 ofthe Trust Agreement with

respect to, among other things, accounting and reports to the Certificateholder.

(iii) The Administrator shall perform the duties of the Administrator specified

in Section 10.02 ofthe Trust Agreement required to be performed in connection with the

resignation or removal of the Owner Trustee, and any other duties expressly required to

II 27
dealings shall be in accordance with any directions, if any, received from the Issuer and

shall be, in the Administrator's opinion, no less favorable to the Issuer in any material

respect.

(c) Non-Ministerial Matters. With respect to matters that in the reasonable

judgment of the Administrator are non-ministerial, the Administrator shall not take any action

pursuant to this Article IX unless within a reasonable time before the taking ofsuch action, the

Administrator shall have notified (i) the Owner Trustee and the Owner Trustee shall not have

withheld consent or provided an alternative direction and (i i) the Indenture Trustee (acting at the

written direction ofthe Majority Investors) shall have consented thereto. For the purpose of the

preceding sentence, "non-ministerial matters" shall include:

(A) the amendment of or any supplement to the Indenture;

(B) the initiation of any claim or lawsuit by the Issuer and the compromise of

any action, claim or lawsuit brought by or against the Issuer (other than in connection

with the collection of the Pooled Receivables);

(C) the amendment, change or modification ofthis Agreement or any ofthe

other Program Documents;

(D) the appointment of a successor Note Registrar and successor Indenture

Trustee pursuant to the Indenture or the appointment ofsuccessor Administrator or the

consent to the assignment by the Note Registrar or the Indenture Trustee of its obligations

under the Indenture; and

(E) the removal of the Indenture Trustee.

(d) Exceptions. Except as expressly provided herein or in the other Program

Documents, the Administrator, in its capacity hereunder, shall not be obligated to, and shall not,

(I) make any payments to the Noteholders or the Certificateholder under the Program

Documents, (2) sell the Collateral or any portion thereof except as pern1itted by the Program

Documents, (3) take any other action that the Issuer directs the Administrator not to take on its

behalf or (4) in connection with its duties hereunder assume any indemnification obligation of

any other Person.

(e) Records. The Administrator shall maintain appropriate books of account

and records relating to services performed under Article IX of this Agreement, which books ofaccount and records shall be accessible for inspection by the Issuer at any time during normal

business hours.

NY3:#7454811 28
Article IX shall continue in force until the dissolution ofthe Issuer, upon which event the

provisions of this Article IX shall automatically terminate.

(a) Subject to Section 9.02(d), the Administrator may resign its duties

hereunder by providing the Issuer with at least 60 days' prior written notice.

(b) Subject to Section 9.02(d), the Issuer may remove the Administrator

without cause by providing the Administrator with at least 60 days' prior written notice.

(c) Subject to Section 9.02(d), at the sole option of the Issuer, the

Administrator may be removed immediately upon written notice of termination from the Issuer

to the Administrator if any of the following events shall occur:

(i) the Administrator shall default in the performance of any of its duties

under this Article IX and, after notice ofsuch default, shall not cure such default within

_days(or, ifsuch default cannot be cured in such time, shall not give within.

such assurance of cure as shall be reasonably satisfactory to the Issuer); or

(ii) an Event of Bankruptcy occurs with respect to the Administrator.

The Administrator agrees that if any Event of Bankruptcy occurs with respect to

it, it shall give written notice thereof to the Issuer and the Indenture Trustee within seven

(7) days after the occurrence ofsuch event.

(d) No resignation or removal ofthe Administrator pursuant to this

Section 9.02 shall be effective until (i) a successor Administrator shall have been appointed by

the Issuer (with the prior written consent of the Indenture Trustee, acting at the direction ofthe

Majority Investors) and (ii) such successor Administrator shall have agreed in writing to be

bound by the terms of this Article IX in the same manner as the Administrator is bound

hereunder.

(e) Subject to Section 9.02(d), the Administrator acknowledges that upon the

appointment of a successor Servicer pursuant to Section 7.02, the Administrator shall

immediately resign and such successor ServiceI' shall automatically become the Administrator

under this Article IX; provided, however, that this paragraph shall not apply at such times as the

Indenture Trustee shall be the successor Servicer.

SECTION 9.03. Compensation. If the Administrator is not the Servicer the

Servicer shall pay to the Administrator as compensation for the performance of the

Administrator's obligations under this Article IX and as reimbursement for its expenses related

thereto, an annual payment to be agreed between the Administrator and the Servicer.

NY3:#74548 I 1 29
Indenture Trustee

s discretion, for the purpose of carrying out the powers and duties ofthe

Administrator under this Agreement, to take any and all appropriate action and to execute any

and all documents and instruments which may be necessary or desirable to accomplish the

purposes ofthis Article IX, at any time that a Servicer Termination Event has occurred and is

continuing, and, without limiting the generality ofthe foregoing, the Administrator hereby gives

the Indenture Trustee the power and right. on behalf of the Administrator, without assent by, but

with notice to, the Administrator to direct the Owner Trustee regarding action to be taken or to

refrain from taking in respect of this Agreement and any other Program Documents.

(b) The Administrator hereby ratifIes all that said attorneys shall lawfully do

or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest

and shall be irrevocable. The powers conferred on the Indenture Trustee are solely to protect the

Noteholders' interests under this Agreement and the other Program Documents, and subject to

Applicable Law shall not impose any duty upon the Indenture Trustee to exercise any such

powers. The Indenture Trustee shall be accountable only for amounts that it actually receives as a

result ofthe exercise ofsuch powers, and neither the Indenture Trustee nor any of its officers,

directors, agents, or employees shall be responsible to the Administrator for any act or failure to

act hereunder, except for its own gross negligence or willful misconduct.

ARTICLE X

Miscellaneous

SECTION 10.01. Amendment. Subject to compliance with Section 3.07(c) of the

Indenture, this Agreement may be amended from time to time by a written amendment duly

executed and delivered by the Depositor, the Issuer, the Indenture Trustee (with the prior written

consent ofthe Majority Investors), as assignee of the Issuer as provided in Section 10.04 and the

Servicer.

SECTION 10.02. Protection of Title to Pooled Receivables and Related Property.

(a) The Servicer shall execute and fIle such financing statements and cause to

be executed and filed such continuation statements, all in such manner and in such places as may

be required by law fully to preserve, maintain and protect the interests of the Issuer and the

Indenture Trustee in the Pooled Receivables and the Related Property with respect thereto and in

the proceeds thereof. The Servicer shall deliver (or cause to be delivered) to the Issuer, the

Indenture Trustee and the Owner Trustee flIe-stamped copies of, or tIling receipts for, any

document flIed as provided above, as soon as available following such fIling.

(b) Without relieving the Servicer ofits obligations set forth in

Section I0.02(a), the Depositor hereby authorizes the Issuer, the Indenture Trustee and the

NY3:#7454811 30
shall not impose upon the Indenture Trustee or the Owner Trustee the Servicer

s affirmative

obligation set forth in Section 10.02(a).

(c) Neither the Depositor nor the Servicer shall change its legal name or its

location (within the meaning of Section 9-307 ofthe Relevant UCC) unless it shall have given

the Indenture Trustee and the Owner Trustee prior written notice thereof and shall have promptly

filed appropriate amendments to all previously filed financing statements or continuation

statements.

(d) The Servicer shall at all times maintain each office from which it shall

service the Pooled Receivables within the United States of America.

(e)

Owner Trustee:

The Servicer shall deliver to the Issuer, the Indenture Trustee and the

(1) promptly after the execution and delivery of this Agreement and of each

amendment hereto, an Opinion ofCounsel stating that, in the opinion ofsuch counsel,

either (A) all financing statements and continuation statements have been executed and

filed that are necessary fully to preserve and protect the interest ofthe Issuer and the

Indenture Trustee in the Pooled Receivables and reciting the details ofsuch filings or

referring to prior opinions of counsel in which such details are given, or (B) no such

action shall be necessary to preserve and protect such interest; and

(2) within 90 days after the beginning of each calendar year beginning

with 20 I0, an Opinion ofCounsel, dated as of a date during such 90-day period, stating

that, in the opinion ofsuch counsel, either (A) all financing statements and continuation

statements have been executed and filed that are necessary fully to preserve and protect

the interest ofthe Issuer and the Indenture Trustee in the Pooled Receivables, and reciting

the details ofsuch filings or referring to prior opinions of counsel in which such details

are given, or (B) no such action shall be necessary to preserve and protect such interest.

Each Opinion ofCounsel referred to in clause (1) or (2) above shall specifY any action necessary

(as of the date ofsuch opinion) to be taken in the following year to preserve and protect such

interest.

SECTION 10.03. Notices. All demands, notices, communications and instructions

upon or to the Depositor, the Servicer, the Issuer, the Owner Trustee and the Indenture Trusteeunder this Agreement shall be in writing, personally delivered or mailed by certified mail, return

receipt requested, and shall be deemed to have been duly given upon receipt (a) in the case ofthe

Servicer, to 27777 Inkster Road, QMS 405-27-10 Farmington Hills, Michigan 48334, Attention:

Assistant Secretary, Securitization, (b) in the case ofthe Depositor, to Chrysler Balloon

NY3:#7454811 31
SECTION 10.04. Assignment by the Depositor or the Servicer. This Agreement

shall be binding upon and inure to the benefit of the Depositor, the Issuer and the Servicer and

their respective successors and permitted assigns; provided that, neither the Depositor nor the

Servicer shall assign or transfer any or all its rights and obligations hereunder except in respect

ofthe Servicer as provided in Section 4. I7,6.03 or 7.02. The Depositor and the Servicer hereby

acknowledge the assignment by the Issuer of all of its rights hereunder to the Indenture Trustee

for the benefit ofthe Noteholders. Each ofthe Depositor and the Servicer consents to such

assignment and agrees that the Indenture Trustee on behalf of the Noteholders shall be entitled,

to the extent provided herein and in the Indenture, to enforce the terms ofthis Agreement and the

rights (including, without limitation, the right to grant or withhold any consent or waiver) of the

Issuer directly against the Depositor or the Servicer. Each ofthe Depositor and the Servicer

further agrees that, in respect of its obligations hereunder, it will act at the direction of and in

accordance with all requests and instructions from the Indenture Trustee (acting at the direction

of the Majority Investors) to the extent that the Issuer has the right to deliver such requests and

instructions hereunder.

SECTION 10.05. Survival. The representations, warranties and covenants of the

Depositor set forth herein shall remain in full force and effect and shall survive each Transfer.

SECTION 10.06. Severability. Any provision ofthis Agreement that is prohibited or

unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent ofsuch

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 10.07. Separate Counterparts. This Agreement may be executed by the

parties hereto in separate counterparts, each of which when so executed and delivered shall be an

original, but all such counterparts shall together constitute but one and the same instrument.

Delivery of an executed signature page ofthis Agreement by facsimile transmission shall be

effective as delivery of a manually executed counterpart hereof

SECTION 10.08. Headings. The headings of the various Articles and Sections

herein are for convenience ofreference only and shall not define or limit any ofthe terms or

provisions hereof

SECTION 10.09. Governing Law. This Agreement and the rights and obligations of

the parties under this Agreement shall be governed by, and construed and interpreted in

accordance with, the laws of the State of New York without regard to its cont1icts of law

principles that would call for the application ofthe law of any other jursidiction.

NY3:#745481J 32
liquidator, assignee, trustee, custodian, sequestrator or other similar official ofthe Issuer or any

substantial part of its property, or ordering the winding up or liquidation of the affairs ofthe

Issuer.

(b) Notwithstanding any prior termination of this Agreement, the Servicer

shall not, prior to the date which is one year and one day after the tem1ination of this Agreement,

acquiesce, petition or otherwise invoke or cause the Depositor to invoke the process of any court

or government authority for the purpose of commencing or sustaining a case against the

Depositor under any federal or state bankruptcy, insolvency or similar law, or appointing a

receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the

Depositor or any substantial part ofits property, or ordering the winding up or liquidation of the

affairs ofthe Depositor.

SECTION 10.11. Waivers. No failure or delay on the part of any party in exercising

any power, right or remedy under this Agreement or any Second Step Assignment shall operate

as a waiver thereoC nor shall any single or partial exercise of any such power, right or remedy

preclude any other or further exercise thereof or the exercise of any other power, right or remedy.

SECTION 10.12. Limitation of Liability of Owner Trustee and Indenture Trustee.

(a) Notwithstanding anything contained herein to the contrary, this Agreement has been

countersigned by U.S. Bank Trust National Association not in its individual capacity but solely

in its capacity as Owner Trustee of the Issuer and in no event shall U.S. Bank Trust National

Association in its individual capacity or, except as expressly provided in the Trust Agreement, as

Owner Trustee of the Issuer have any liability for the representations, warranties, covenants,

agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or

agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets

ofthe Issuer. For all purposes ofthis Agreement, in the performance of its duties or obligations

hereunder or in the performance of any duties or obligations of the Issuer hereunder, the Owner

Trustee (as such and in its individual capacity) shall be subject to, and entitled to the benefits of,

the terms and provisions of the Trust Agreement.

(b) Notwithstanding anything contained herein to the contrary, this

Agreement has been accepted by Deutsche Bank Trust Company Americas, not in its individual

capacity but solely as Indenture Trustee and in no event shall Deutsche Bank Trust Company

Americas have any liability for the representations, warranties, covenants, agreements or other

obligations of the Issuer hereunder or in any of the cel1iticates, notices or agreements delivered

pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuer.

SECTION 10.13. Indenture Trustee Rights. The Indenture Trustee shall be entitled

to all of the same rights, protections, immunities and indemnities set f0l1h in the Indenture as if

specifically set forth herein.

NY3:#7454811 33
NY3:#7454811 34
By: U.S. Bank TrusfNational Association, not in

its individual capacity but solely as Owner

TInS ee on behalf ofthe Issuer

Sule and Servk:ing Agreement

NY3;tl74548j J
NY3: 117454811

Vice President & Treasurer

Sale and Se",fcing Agreement
Sale ami Servicing Agreement
Sale and Servicing Agreement

NY3:11745481I

I

t

,

I

I

assign, transfer, set over and otherwise convey unto the Issuer, without recourse, all right, title

and interest ofthe Depositor in, to and under the following assets:

(a) the Receivables listed on Schedule I hereto (the "Designated

Receivables"), including all moneys received thereon on and after , 20_

(b) the security interests in the Financed Vehicles granted by the Obligors

thereof pursuant to such Designated Receivables and any other interest ofthe Depositor

in such Financed Vehicles;

(c) any proceeds with respect to such Designated Receivables from claims on

any physical damage, credit life or disability insurance policies covering such Financed

Vehicles or such Obligors;

(d) any proceeds from recourse to a Dealer with respect to such Designated

Reeeivables ifthe Servicer has determined in accordance with its customary servicing

procedures that eventual payment in full ofsuch Designated Receivable is unlikely; and

(e) the income and proceeds of any and all ofthe foregoing,

The foregoing sale, assignment, transfer and conveyance does not constitute and

is not intended to result in any assumption by the Issuer of any obligation ofthe undersigned to

the Obligors, Dealers, insurers or any other Person in connection with the Designated

Receivables and other property described above or any agreement or instrument relating to any

ofthem,

This Assignment is made pursuant to and upon the representations, warranties and

agreements on the part ofthe undersigned contained in the Sale and Servicing Agreement and is

to be governed by the Sale and Servicing Agreement.

Capitalized terms used herein and not otherwise defined shall have the meaning

assigned to them in the Sale and Servicing Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Assignment to be

duly executed as of , 200_,

CHRYSLER LB RECEIVABLES TRUST

BY

---------------

NY3:#7454811

NY 3:#7454820

PURCHASE AGREEMENT

between

CHRYSLER BALLOON DEPOSITOR II LLC

and

CHRYSLER FINANCIAL SERVICES AMERICAS LLC

Dated as ofJanuary 14,2009
SECTION 1.0 I. Definitions 1

SECTION 1.02. Other Definitional Provisions 1

ARTICLE II PURCHASE AND SALE OF RECEIVABLES 2

SECTION 2.01.SECTION 2.02.

Purchase and Sale of Receivables .2

The Closings 2

ARTICLE III REPRESENTATIONS AND WARRANTIES 3

SECTION 3.01.SECTION 3.02.

SECTION 3.03.SECTION 3.04.

SECTION 3.05.

Representations and Warranties Regarding Receivables 3Representations and Warranties Regarding the Seller.. 3

Additional Representations ofthe Seller 6

Repurchase upon Breach 6Representations and Warranties of the Depositor. 7

ARTICLE IV CONDITIONS 8

SECTION 4.01. Conditions Precedent to the Depositor's Initial Purchase of

Designated Receivables 8

SECTION 4.02. Conditions Precedent to the Depositor's Purchase of

Designated Receivables 9

SECTION 4.03. Conditions To Obligation ofthe Seller. 9

SECTION 4.04. Purchase Termination Events 10

ARTICLE V COVENANTS OF THE SELLER 10

SECTION 5.01.SECTION 5.02.SECTION 5.03.SECTION 5.04.SECTION 5.05.

SECTION 5.06.SECTION 5.07.

SECTION 5.08.SECTION 5.09.SECTION 5.10.SECTION 5.11.

SECTION 5.12.

NY3:#7454X20

Preservation of Existence 10

Computer Records Marked 10

Protection of Title 11

Other Liens or Interests 11

Indemnities I 1

Credit and Collection Policy; Contracts 12

Notices 12

Financial Statements 13

Books and Records 14

Taxes 15

Merger or Consolidation of, or Assumption of Obligations of

the Seller 15

Additional Covenants ofthe Seller 16

- I -
y 

SECTION 6.06. Separate Counterparts 17SECTION 6.07. Headings 17

SECTION 6.08. Governing Law 17

SECTION 6.09. No Petition Covenants 17SECTION 6.10. Waivers 17

SECTION 6.11. Costs and Expenses 17

Exhibit A

Exhibit B

Schedule A

Schedule B

Appendix AAppendix B

NY3:#7454X20

Fonn of Assignment

Fonn ofCompliance Certificate

Additional Representations and WarrantiesAdditional Covenants

Subsidiaries

Bonus Compensation

- II -
, 

j

, 

p

desires to acquire from time to time receivables arising in connection with automobile retail

installment sale contracts and retail auto loans generated by the Seller in the ordinary course of

business and related property with respect thereto; and

WHEREAS, the Sellcr is willing, on thc tcrms, and subject to the conditions sct forth

hcrein, to sell and/or contribute receivables from time to time arising in connection with

automobile retail installment sale contracts and retail auto loans generated by it in the ordinary

course of business and related property with respect thereto to the Depositor;

NOW, THEREFORE, in consideration of the foregoing, the other good and valuable

consideration and the mutual terms and covenants herein contained, the parties hereto agree as

follows:

ARTICLE [

DEFINITIONS

SECTION 1.01. Definitions. For all purposes of this Agreement, except as otherwise

expressly provided herein or unless the context otherwise requires, capitalized terms not

otherwise defined herein shall have the meanings assigned to such terms in the Schedule of

Definitions attached as Annex X to that certain Sale and Servicing Agreement, dated as of

January 14,2009, by and among Chrysler LB Receivables Trust, as Issuer, the Depositor and

Chrysler Financial Services Americas LLC, as servicer (as amended, supplemented or otherwise

modified and in effect from time to time, the "Sale and Servicing Agreement"), which Annex X

is incorporated by reference herein provided, however, that no amendment to any such definition

not specifically defined herein shall be enforceable against the Indenture Trustee unless the

Indenture Trustee receives written notice ofsuch amendment.

SECTION 1.02. Other Definitional Provisions.

The words "hereof, "herein" and "hereunder" and words ofsimilar 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, subsection, 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 ofsuch terms.

NY}:#7454X20
specified in Article IV, the Seller shall sell, transfer. assign and otherwise convey to the

Depositor, without recourse, and the Depositor shall purchase from the Seller, all right. title and

interest in, to and under the following assets:

(i) the Receivables (the "Designated Purchase Receivables") identified as

Designated Purchase Receivables in the related Receivables Schedule, attached to the

Assignment delivered to the Depositor by the Seller in connection with each such

purchase;

(ii) all Related Property with respect thereto, including all monies due and to

become due thereunder and all amounts received with respect thereto after the close of

business on the applicable Purchase Cutoff Date; and

(iii) any proceeds ofthe property described in clauses (i) and (ii) above.

(b) Notice ofTransfer. When the Seller wishes to sell Designated Purchase

Receivables and the Related Property with respect thereto to the Depositor, it shall give the

Depositor written notice thereof not later than two (2) Business Days prior to the proposed

Purchase Date specifying the Purchase Date, the related Purchase Cutoff Date and the aggregate

Principal Balance ofsuch Designated Purchase Receivables as ofsuch Purchase Cutoff Date.

SECTION 2.02. The Closings. (a) The consummation of each purchase and sale

contemplated by Section 2.0 1 (each, a "Receivable Closing") shall take place on the related

Purchase Date, and at such place and at such time as the Seller and the Depositor may agree

upon. At each Receivable Closing, the Seller shall deliver to the Depositor a duly executed

Assignment substantially in the form of Exhibit A with respect to the Designated Purchase

Receivables and Related Property with respect thereto to be purchased and sold on such Purchase

Date, together with the related Receivables Schedule. Tn consideration for such Designated

Purchase Receivables and the Related Property with respect thereto, the Depositor shall pay to

the Seller on such Purchase Date an amount equal to the aggregate Principal Balance ofthe

Designated Purchase Receivables as of the related Purchase Cutoff Date (the "Purchase Price").

The Depositor shall apply all of its available funds (including the related Second Step Cash

Purchase Price received from the Issuer) to pay such Purchase Price.

(b) On any Purchase Date, the value of any Designated Purchase Receivables

and all Related Property in excess of the Purchase Price shall be a capital contribution to the

Depositor by the Seller ("Designated Contributed Receivables") and the Depositor agrees to

accept each such contribution. Designated Purchase Receivables and Designated Contributed

Receivables are herein collectively referred to as "Designated Receivables."

- 2 -

NYJ:#7454X20
a creation or assumption by the Depositor of any obligation or liability with respect to any

Designated Receivable, nor shall the Depositor be obligated to perform or otherwise be

responsible for any obligation ofthe Seller or any other Person in connection with the

Designated Receivables or under any agreement or instrument relating thereto, including any

Contract or any other obligation to any Obligor. If (but only to the extent that) the transfer of

any property described herein is characterized by a court or other Governmental Authority as a

loan rather than a sale (a "Seller Recharacterization"), the Seller shall be deemed hereunder to

have granted to the Depositor a security interest in all of the Seller's right, title and interest in, to

and under the Designated Receivables and the Related Property with respect thereto. In the case

of any Seller Recharacterization, each of the Seller and the Depositor represents and warrants as

to itself only that each remittance of Collections by the Seller to the Depositor, or its assignee,

pursuant to the Sale and Servicing Agreement will have been (i) in payment of a debt incurred by

the Seller in the ordinary course of business or financial affairs of each of the Seller and the

Depositor and (ii) made in the ordinary course of business or affairs of each of the Seller and the

Depositor.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

SECTION 3.01. Representations and Warranties Regarding Receivables. As of each

Purchase Date, the Seller represents and warrants to the Depositor as follows with respect to the

Designated Receivables being sold or contributed to the Depositor on such date:

(a) Eligible Receivables. Each such Designated Receivable is an Eligible

Receivable.

(b) Receivables Schedule. The information regarding such Designated

Receivables set forth in the related Receivables Schedule is true and correct in all material

respects as of the close of business on the applicable Purchase Cutoff Date, and no selection

procedures adverse to the Depositor, the Issuer or the Noteholders were utilized in selecting the

Designated Receivables. The computer tape or other listing regarding the Designated

Receivables is true and correct in all respects.

SECTION 3.02. Representations and Warranties Regarding the Seller. The Seller

represents and warrants to the Depositor as of the date hereof and as of each Purchase Date (and,

as applicable, with respect to the Designated Receivables for such date), that:

(a) Organization and Good Standing. The Seller has been duly organized and

is validly existing as a limited liability company and in good standing under the laws of the State

of Michigan, with the power and authority as a limited liability company to own its properties

and to conduct its business as such properties are currently owned and such business is presently

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(c) Power and Authority. The Seller has the power and authority as a limited

liability company to execute and deliver this Agreement and to carry out its tenus; the Seller has

full power and authority to sell and assign or contribute the propelty to be sold and assigned or

contributed to the Depositor hereunder, and the Seller has duly authorized such sale and

assignment and contribution to the Depositor by all necessary action as a limited liability

company; and the execution, delivery and perfom1ance of this Agreement has been duly

authorized by the Seller by all necessary action as a limited liability company.

(d) Binding Obligation. This Agreement, together with each Assignment for

such Designated Receivables and the Related Property with respect thereto, when duly executed

and delivered. shall constitute a legal, valid and binding obligation of the Seller enforceable

against the Seller in accordance with its terms, except as enforceability may be limited byapplicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the

enforcement of creditors' rights in general and by general principles of equity, regardless of

whether such enforceability is considered in a proceeding in equity or at law.

(e) No Violation. The consummation of the transactions contemplated by this

Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of

any ofthe terms and provisions of, or constitute (with or without notice or lapse oftime) a

default under, the articles of organization or operating agreement of the Seller, or any indenture,

agreement or other instrument to which the Seller is a party or by which it is bound; or result in

the creation or imposition of any Lien upon any of its properties pursuant to the terms of any

such indenture, agreement or other instrument (other than pursuant to this Agreement and the

Program Documents); or violate any law or, to the best of the Seller's knowledge, any order, rule

or regulation applicable to the Seller of any court or of any federal or state regulatory body,

administrative agency or other govemmental instrumentality having jurisdiction over the Seller

or its properties.

(f) No Proceedings. There are no proceedings or investigations pending or, to

the Seller's best knowledge, threatened before any court, regulatory body, administrative agency

or other govemmental instrumentality having jurisdiction over the Seller or its properties:

(i) asserting the invalidity ofthis Agreement or any of the other Program Documents, (ii) seeking

to prevent the consummation of any of the transactions contemplated by this Agreement or any

of the other Program Documents or (iii) that could reasonably be expected to materially and

adversely affect the performance by the Seller of its obligations under, or the validity or

enforceability this Agreement or any of the other Program Documents.

(g) No Default. The Seller is not in default under or with respect to any of its

Contractual Obligations in any respect that could reasonably be expected to materially and

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(i) No Consent. Except as expressly contemplated by the Program

Documents, no consent or authorization of, filing with, or other act by or in respect of, any

Governmental Authority or any other Person is required in connection with the execution,

delivery or performance by the Seller or the validity or enforceability against the Seller of this

Agreement.

(j) Taxes. The Seller has filed or caused to be filed all material Federal, state

and other tax returns which are required to be filed by the Seller and has paid all taxes shown to

be due and payable on said returns or on any assessments made against it or any of its property

and all other taxes, fees or other charges imposed on it or any of its property by any

Governmental Authority (other than any such taxes, fees or other charges which are not yet

delinquent or the amount or validity of which is currently being contested in good faith by

appropriate proceedings and with respect to which reserves in conformity with GAAP have been

provided on the books ofthe Seller); no tax Lien has been filed and, to the knowledge ofthe

Seller, no claim is being asserted, with respect to any such tax, fee or other charge.

(k) ERISA Liens. No notice of a Lien arising under Title I or Title IV of

ERISA has been filed under Section 6323(a) of the Code (or any successor provision) against, or

otherwise affecting the assets of the Seller.

(I) Solvency. The Seller is, and after giving effect to the transactions

contemplated to occur on such date, wi 11 be, Solvent, and is not the subject of any voluntary

bankruptcy proceeding, or of any involuntary bankruptcy proceeding.

(m) No Potential Purchase Termination Event or Purchase Termination Event.

No Potential Purchase Termination Event or Purchase Termination Event has occurred and is

continuing.

(n) Investment Company Act. The Seller is not an "investment company" or

a company "controlled" by an "investment company" within the meaning of the Investment

Company Act.

(0) Security Interest. Immediately prior to the transfer and assignment ofsuch

Designated Receivables and the Related Property with respect thereto hereunder, the Seller had

good and marketable title to such Designated Receivables and the Related Property with respect

thereto, free and clear of all Liens. The Depositor will have good title to each such Designated

Receivable and any Related Property with respect thereto, free and clear of all Liens other than

Liens created under the Program Documents. This Agreement, together with the Assignment for

such Designated Receivables and the Related Property, creates a valid and continuing security

interest (as defined in the Relevant UCe) in favor of the Depositor which security interest has

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Receivables constitute 

tangible chattel paper

or 

electronic chattel paper

within the meaning

of Article 9 ofthe Relevant UCc. Other than the security interest granted to the Depositor

pursuant to this Agreement or that has been released, the Seller has not pledged, assigned, sold or

granted a security interest in any of the Designated Receivables or the Related Property with

respect thereto. All actions necessary (including the filing of UCC-l financing statements) to

perfect the Depositor's interest in the Designated Receivables and the Related Property with

respect thereto have been duly and effectively taken. No security agreement, financing statement

or equivalent security or lien instrument listing the Seller as debtor covering all or any part of the

Designated Receivables and the Related Property with respect thereto is on file or of record in

any jurisdiction, except such as may have been filed, recorded or made by the Seller in favor of

the Depositor and such as have been released, and the Seller has not authorized any such filing

and is not aware of any financing statements relating to the Designated Receivables and the

Related Property with respect thereto other than any financing statement relating to the security

interest granted under the Program Documents and such as have been released. There are not

any judgment or tax lien filings against the Seller. The Contracts that constitute or evidence the

Designated Receivables that constitute "tangible chattel paper" do not have any marks or

notations indicating that they have been pledged, assigned or otherwise conveyed to any Person

other than the Depositor or, in the case of Contracts assigned to FinCo by Dealers, FinCo as

assignee. All financing statements filed or to be filed against the Seller in favor of the Depositor

in connection herewith contain or will contain a statement to the following effect: "Granting of a

security interest in or purchase of any collateral described in this financing statement will violate

the rights of the Depositor."

SECTION 3.03. Additional Representations of the Seller. In addition to the

representations and warranties of the Seller set forth in Sections 3.01 and 3.02, Seller makes the

additional representations and warranties set forth in Schedule A hereto for the benefit of the

Class A and Class B Noteholders.

SECTION 3.04. Repurchase upon Breach. The Seller or the Depositor, as the case may

be, shall inform the other party to this Agreement and the Issuer, the Indenture Trustee, the

Owner Trustee and the Servicer promptly, in writing, upon the discovery of any breach of the

Seller's representations and warranties made pursuant to Section 3.01 or 3.02. Unless any such

breach shall have been cured by the last day of the first full Collection Period following the

discovery thereof by the Seller or receipt by the Seller of written notice from the Depositor, the

Issuer, the Indenture Trustee, the Majority Investors, the Owner Trustee or the Servicer ofsuch

breach, the Seller shall be obligated to repurchase any Designated Receivable materially and

adversely affected by any such breach as ofsuch last day. In consideration ofthe repurchase of

any such Receivable, the Seller shall remit the Purchase Amount, in the manner specified in

Section 4.15 of the Sale and Servicing Agreement. The sole remedy of the Depositor, the Issuer

or the Indenture Trustee with respect to a breach of any representation and warranty made

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(a) Existence. The Depositor is a limited liability company duly formed and

validly existing and in good standing under the laws ofthe State of Delaware, has the power and

authority, and the legal right, to own its assets and to transact the business in which it is

permitted to engage pursuant to the Program Documents, is duly qualified under the laws of each

jurisdiction where its ownership or lease of property or the conduct ofits business requires such

qualification and is in compliance with all Requirements of Law. The Depositor has no

Subsidiaries other than the Trust.

(b) Power; Authorization; Enforceable Obligation. The Depositor has the

power and authority, and legal right, to make, deliver and perform the Program Documents to

which it is a party and to acquire the Designated Receivables and the Related Property with

respect thereto hereunder and has taken all necessary action to authorize the execution, delivery

and performance of this Agreement and the other Program Documents to which the Depositor is

a party. No consent or authorization of, filing with, or other act by or in respect of, any

Governmental Authority or any other Person is required in connection with the execution,

delivery or performance by the Depositor or the validity or enforceability against the Depositor

ofthe Program Documents to which the Depositor is a party. This Agreement has been, and

each other Program Document to which the Depositor is a party will be, duly executed anddelivered on behalf of the Depositor, and each constitutes a legal, valid and binding obligation of

the Depositor, enforceable against the Depositor 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 principles

of equity (regardless of whether such enforceability is considered in a proceeding in equity or at

law).

(c) No Legal Bar. The execution, delivery and performance by the Depositor

of the Program Documents to which the Depositor is a party will not violate any Requirement of

Law or Contractual Obligation applicable to the Depositor, and win not, except as otherwise

provided herein or under any of the other Program Documents, result in, or require, the creation

or imposition of any Lien on any of its property, assets or revenues pursuant to any such

Requirement of Law or Contractual Obligation, except as contemplated hereby.

(d) No Material Litigation. No material litigation, investigation or proceeding

of or before any court, arbitrator or other Governmental Authority is pending or, to the

Depositor's knowledge, threatened against the Depositor or any of its properties or revenues with

respect to the Program Documents. For purposes of this Section 3.04(d), "material litigation"

shall include, without limitation, any proceeding in which a judgment has been rendered against

the Depositor in an amount exceeding $100,000, which judgment if rendered shall remain

outstanding and unbonded for a period of thirty (30) days or more.

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satisfaction of the following conditions on or before the initial Purchase Date:

(a) Agreement. The Depositor shall have received this Agreement, duly

executed and delivered by the Seller.

(b) Sale and Servicing Agreement. The Depositor shall have received the

Sale and Servicing Agreement, duly executed and delivered by the Servicer and the Issuer.

(c) Effective Date. The Effective Date shall have occurred.

(d) Certificate of Formation; Operating Agreement. The Depositor shall have

received a tme and complete copy of the certificate offormation of the Seller, certified as a tme

and correct copy thereof by the Secretary of State ofthe State of Michigan, and a tme and

complete copy of the operating agreement of the Seller, certified as a tme and correct copy

thcreof by the Secretary or an Assistant Secretary of the Seller.

(e) Resolutions. The Depositor shall have received copies of duly adopted

resolutions ofthe Managers of the Seller as in effect on the Effective Date and in form and

substance reasonably satisfactory to the Depositor, authorizing the execution, delivery and

performance of this Agreement, the Sale and Servicing Agreement, the other documents to be

delivered by the Seller hereunder and thereunder and the transactions contemplated hereby and

thereby, certified by the Secretary or an Assistant Secretary of the Seller.

(f) Incumbency Certificate. The Depositor shall have received a certificate as

to the incumbency and signature of the officers of the Seller authorized to sign this Agreement

and the Sale and Servicing Agreement on behalf of the Seller, together with evidence of the

incumbency ofsuch Secretary or Assistant Secretary, certified by the Secretary or Assistant

Secretary of the Seller.

(g) Lien Searches. The Depositor shall have received certified copies of

requests for information or copies (Foml UCC-II) dated a date reasonably near the date hereof

listing all effective financing statements which name the Sellcr (under its present name or any

previous name) as transferor or debtor and which are filed in jurisdictions in which the filings

were made pursuant to item (h) below and in any other jurisdictions that are necessary or

appropriate, together with copies ofsuch financing statements (none of which shall cover any

Designated Receivables or the Related Property with respect thereto), and tax and judgment lien

searches showing no such liens that are not permitted by the Program Documents.

(h) UCCs. The Depositor shall have received copies of proper financing

statements (Form UCC-I), naming the Seller as the seller of the Designated Receivables and the

Related Property with respect thereto and the Depositor as buyer or other similar instmments or

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to the satisfaction ofthe following conditions:

(a) Assignment. The Seller shall have duly executed and delivered to the

Depositor and the Indenture Trustee an Assignment relating to such Designated Receivables,

together with the related Receivables Schedule.

(b) Collections. If the Servicer is obligated to deposit Collections into the

Collection Account on a daily basis pursuant to Section 4.14 ofthe Sale and Servicing

Agreement, the Seller shall have deposited into the Collection Account all Collections, except

Recoveries with respect to such Designated Receivables received by it during the period

commencing on but excluding the related Purchase Cutoff Date and ending on and including the

second Business Day prior to such Purchase Date.

(c) Delivery of Original Contracts. In the case of a Designated Receivable

constituting "tangible chattel paper" within the meaning ofthe Relevant VCC, the fully executed

original Contract with respect to such Designated Receivable or, in the case of a Designated

Receivable constituting "electronic chattel paper" within the meaning of the Relevant VCC, the

authoritative copy ofsuch Contract, shall be delivered or constructively delivered on behalf of

the Depositor to the Servicer, as custodian ofsuch Contracts.

(d) Representations and Warranties ofthe Seller. On such Purchase Date the

following statements shall be true (and the acceptance by the Seller ofthe Purchase Price for the

Designated Receivables on such Purchase Date shall constitute a representation and warranty by

the Seller that on such Purchase Date such statements are true):

(i) The representations and warranties of the Seller contained in Sections 3.01

and 3.02 shall be true and correct in all material respects on and as ofsuch Purchase Date

as though made on and as ofsuch date;

(ii) The Seller shall have performed all obligations to be performed by it with

respect to such Designated Receivables hereunder on or prior to such Purchase Date; and

(iii) No Purchase Termination Event or Potential Purchase Termination Event

shall have occurred and be continuing or would occur after giving effect to the transfer of

such Designated Receivables and the Related Property with respect thereto.

SECTION 4.03. Conditions To Obligation of the Seller. The obligation of the Seller to

sell to the Depositor the Designated Receivables to be sold hereunder on any Purchase Date is

subject to the satisfaction ofthe following conditions:

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(b) Purchase Price. The Depositor shall have paid to the Seller the Purchase

Price for such Designated Purchase Receivables as provided in Section 2.02.

SECTION 4.04. Purchase Tennination Events. In the case of the occurrence of any

event described in clause (viii) of the definition of Purchase Tennination Event, the obligation of

the Depositor to purchase any additional Receivables and/or Related Property with respect

thereto will automatically tenninate without notice or other action by any Person, and, in the case

of the occurrence of any of the other events described in the definition of Purchase Tcnnination

Event, the obligation ofthe Depositor to purchase any additional Receivables and/or Related

Property with respect thereto will be deemed tenninated upon the tennination of the Issuer's

obligation to purchase additional Receivables and the Related Property with respect thereto

under the Sale and Servicing Agreement.

ARTICLE V

COVENANTS OF THE SELLER

SECTION 5.01. Preservation of Existence. During the term of this Agreement, the

Seller will keep in full force and effect its existence and rights as a limited liability company (or

another legal entity) under the laws ofthe jurisdiction of its organization and will obtain and

preserve its qualification to do business in each jurisdiction in which such qualification is or shall

be necessary to protect the validity and enforceability of this Agreement, the Program

Documents and each other instrument or agreement necessary or appropriate to the proper

administration ofthis Agreement and the transactions contemplated hereby; provided, that

nothing in this Section 5.01 shall limit the ability ofthe Seller to consummate any transaction

permitted under Section 5.11. In addition, the Seller agrees that all transactions and dealings

between the Seller, on the one hand, and the Depositor and the Issuer, on the other hand, will be

conducted on an ann's-Iength basis. The parties hereto agree that the transactions contemplated

by the Program Documents are consistent with that standard. The Seller shall take all reasonable

steps to maintain the Depositor's and the Issuer's identity as a separate legal entity, and shall

make it manifest to third parties that each of the Depositor and the Issuer is an entity with assets

and liabilities distinct from those of the Seller and not a division ofthe Seller. The Seller shall

take all other actions necessary on its part to ensure that the Depositor complies with

Section 5.02(f) of the Sale and Servicing Agreement and, to the extent within its control, take all

action necessary to ensure that the Issuer complies with Section 3.17 of the Indenture.

SECTION 5.02. Computer Records Marked. The Seller shall, at its own expense, on or

prior to each Purchase Date, indicate in its master computer records that the Designated

Receivables with respeet to such Purchase Date have been sold or contributed, as the case may

be, to the Depositor pursuant to this Agreement.

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Designated Receivables and the Related Property with respect thereto. The Seller shall deliver

(or cause to be delivered) to the Depositor, the Indenture Trustee and the Owner Trustee filestamped copies of, or filing receipts for, any document filed as provided above, as soon as

available following such filing.

(b) Without relieving the Seller ofits obligations set forth in Section 5.03(a),

the Seller hereby authorizes the Indenture Trustee to file and refile such financing statements,

continuation statements, amendments thereto and other documents (including this Agreement) in

such offices as the Depositor may deem necessary or appropriate and wherever required or

permitted by law in order to perfect and preserve the interests of the Depositor in the Designated

Receivables and the Related Property with respect thereto.

(c) The Seller shall not change its legal name, its status as a "registered

organization" or its location (within the meaning of Section 9-307 of the Relevant VCC) unless it

shall have given the Depositor, the Indenture Trustee and the Owner Trustee prior written notice

thereof and shall have promptly filed appropriate amendments to all previously filed financing

statements or continuation statements and if necessary to perfect and preserve the interests of the

Depositor in the Designated Receivables and the Related Property with respect thereto, new

financing statements.

SECTION 5.04. Other Liens or Interests. Except for the Liens created pursuant to the

Program Documents, the Seller will not sell, pledge, assign or transfer to any Person, or grant,

create, incur, assume or suffer to exist any Lien on, any interest in, to and under the Designated

Receivables and the Related Property with respect thereto, and the Seller shall defend the right,

title and interest of the Depositor and of the Issuer in, to and under the Designated Receivables

and the Related Property with respect thereto against all claims ofthird parties claiming through

or under the Seller.

SECTION 5.05. Indemnities.

(a) The Seller shall indemnify, defend and hold harmless the Depositor, the

Issuer, the Indenture Trustee, the Owner Trustee, the Noteholders and the Servicer and any of the

officers, directors, employees and agents of the Depositor, the Issuer, the Indenture Trustee, the

Owner Trustee, any Noteholder or the Certificateholder from and against any taxes that may at

any time be asserted against any such Person with respect to the transactions contemplated herein

and in the Program Documents, including any sales, gross receipts, general corporation, tangible

personal property, privilege or license taxes (but, in the case of the Depositor or the Issuer, not

including any taxes asserted with respect to, and as of the date of, the sale of the Designated

Receivables to the Depositor or the Issuer, or asserted with respect to ownership of the

Designated Receivables and, in the case of the Indenture Trustee, the Owner Trustee, the

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incurred by reason of the Seller's willful misfeasance, bad faith or negligence in the performance

of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties

under this Agreement.

(c) Indemnification under this Section 5.05 shall survive the termination of

this Agreement and shall include reasonable fees and expenses of counsel and expenses of

litigation. If the Seller shall have made any indemnity payments pursuant to this Section and the

Person to or on behalf of whom such payments are made thereafter shall collect any ofsuch

amounts from others, such Person shall promptly repay such amounts to the Seller, without

interest.

SECTION 5.06. Credit and Collection Policy; Contracts.

(a) From and after the Effective Date, without the prior written consent of the

Indenture Trustee, as assignee ofthe Depositor and the Issuer as provided in Section 6.03, the

Seller shall not make any change or modification to the credit criteria applied in respect of the

origination ofthe Designated Receivables or the credit review process followed in connection

with the origination of the Designated Receivables, in each case as in effect on the Effective

Date (collectively, the "Credit and Collection Policy"), that could reasonably be expected to have

a material adverse effect on the interests of the Depositor, the Issuer or the Noteholders in such

Designated Receivables.

(b) Without the prior written consent of the Indenture Trustee, as assignee of

the Depositor and the Issuer as provided in Section 6.03, the Seller shall not make any change or

modification to the terms ofthe Contracts that could reasonably be expected to have a material

adverse effect on the interests of the Depositor, the Issuer or the Noteholders.

SECTION 5.07. Notices. Promptly upon an officer of the Seller becoming aware

thereof, the Seller shall give notice to the Depositor and the Indenture Trustee of:

(a) any (i) default or event of default under any Contractual Obligation of the

Seller or any Subsidiary of the Seller or (ii) Iitigation, investigation or proceeding that may exist

at any time between the Seller or any Subsidiary of the Seller and any third party, that in either

case, could reasonably be expected to have a Material Adverse Effect with respect to the Seller,

the Depositor or the Borrower;

(b) any litigation or proceeding affecting the Seller or any Subsidiary of the

Seller (i) in which the amount involved is $100,000,000 or more and not covered by insurance or

contributions from a third party that, in the judgment of the Seller, has the means to pay such

contributions, (ii) in which injunctive or similar relief is sought that, if obtained, could

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any Plan is, or is expected to be, in "at risk" status (within the meaning ofTitle IV of ERISA);

(iii) any withdrawal from, or the tennination, Reorganization or Insolvency of, any

Multiemployer Plan or the detennination that any Multiemployer Plan is in endangered or

critical status, within the meaning of Section 432 of the Code or Section 305 or Title IV of

ERISA, or (iv) the institution of proceedings or the taking of any other action by the PBGC or

the Seller or any Commonly Controlled Entity of the Seller or any Multiemployer Plan with

respect to the withdrawal from, or the tennination, Reorganization or Insolvency of, any Plan or

Multiemployer Plan; except, in the case of any or all of(i) through (iv), as could not reasonably

be expected to result in a Material Adverse Effect; and

(d) the occurrence of a Purchase Tennination Event, a Potential Purchase

Tennination Event, a Transfer Temlination Event, a Potential Transfer Tennination Event, a

Servicer Tennination Event, a Potential Servicer Tennination Event, a Default or an Event of

Default.

Each notice pursuant to this Section 5.07 shall be accompanied by a certificate signed by an

Executive Officer of the Seller setting forth details ofthe occurrence referred to therein and

stating what action the Seller has taken or proposes to take with respect thereto.

In addition, the Seller shall provide to the Indenture Trustee promptly from time to time, such

other infonnation, documents or reports available to it relating to the Designated Receivables as

the Indenture Trustee may from time to time reasonably request.

SECTION 5.08. Financial Statements. The Seller shall furnish to the Depositor:

(a) as soon as available, but in any event within 90 days after the end of each

fiscal year of FinCo, a copy of the audited Consolidated balance sheet of FinCo and its

Consolidated subsidiaries as at the end ofsuch year and the related audited Consolidated

statements of operations and comprehensive income, member's interest and cash flows for such

year and commencing with the fiscal period ending December 31,2009, setting forth in each

case in comparative fonn the figures for the previous year, rep0l1ed on by KPMG LLP or other

independent certified public accountants of nationally recognized standing;

(b) as soon as available, but in any event not later than 45 days after the end

of each of the first three quarterly periods of each fiscal year of FinCo, commencing with the

fiscal quarter ending March 31, 2009, the unaudited Consolidated balance sheet of FinCo and its

Consolidated subsidiaries as at the end ofsuch quarter and the related unaudited Consolidated

statements of operations and comprehensive income, member's interest and cash flows for such

quarter and the portion of the fiscal year through the end ofsuch quarter and setting forth in each

case in comparative fonn the figures for the previous year, certified by a FinCo Responsible

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(d) as soon as reasonably possible after receipt by the Seller, a copy of any

material report that may be prepared and submitted by its independent certified public

accountants at any time;

(e) from time to time such other information regarding the financial condition,

operations, or business ofthe Seller as the Depositor, the Issuer, the Indenture Trustee and the

Noteholders may reasonably request; and

(f) promptly upon their becoming available, copies ofsuch other financial

statements and reports, if any, as the Seller may be required to publicly file with the Securities

and Exchange Commission or any similar or corresponding governmental commission,

department or agency substituted therefor, or any similar or corresponding governmentalcommission, department, board, bureau, or agency, federal or state.

The Seller will furnish to the Depositor, the Issuer, the Indenture Trustee and the

Noteholders, at the time it furnishes each set offinancial statements pursuant to paragraphs (a),

(b) and (c) above, a certificate, substantially in the form of Exhibit B, of a Executive Officer of

the Seller, wherein such Executive Officer shall certify that, (i) said Consolidated financial

statements fairly present the Consolidated financial condition and results of operations ofthe

Seller and its Consolidated Subsidiaries in accordance with GAAP, consistently applied, as at the

end of, and for, such period (subject to normal year-end audit adjustments and the absence of

footnotes if applicable) and (ii) to the best ofsuch Executive Officer's knowledge, the Seller and

its Consolidated Subsidiaries 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 Program Documents and has

satisfied every material condition contained in this Agreement and the other Program Documents

to be observed, performed or satisfied by them, and that such Executive 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 5.09. Books and Records. The Seller shall (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 and (b) permit representatives or designees ofthe Depositor, the Issuer, the Indenture

Trustee, the Owner Trustee, the Noteholders or their duly authorized attorneys or auditors (the

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Applicable Parties shall conduct any such review as a group and no more than one (1) such

review shall be conducted annually. The foregoing proviso shall not apply to any Applicable

Party that is a Governmental Authority. Nothing in this Section shall affect the obligation ofthe

Seller to observe any applicable law prohibiting disclosure ofinfonnation regarding the Obligors

and the failure of the Seller to provide access to information as a result ofsuch obligation shall

not constitute a breach ofthis Section.

SECTION 5.10. Taxes. The Seller shall file all material tax returns and reports

required by law to be filed by it and pay all taxes, assessments and governmental charges at any

time owing by it, except for any such taxes, assessments or governmental charges which are not

yet delinquent or are being diligently contested in good faith by appropriate proceedings and for

which adequate reserves in accordance with GAAP shall have been set aside on its books.

SECTION 5.11. Merger or Consolidation of, or Assumption of Obligations ofthe

Seller. Any Person (a) into which the Seller may be merged or consolidated, (b) which may

result from any merger or consolidation to which the Seller shall be a party, (c) which may

succeed to the properties and assets of the Seller substantially as a whole or (d) with respect to

the Seller's obligations hereunder, which is a legal entity which is owned, directly or indirectly,

by Holdings or an affiliate of or successor to Holdings or an affiliate ofsuch successor, which

Person executed an agreement of assumption to perform every obligation of the Seller hereunder,

shall be the successor to the Seller under this Agreement without further act on the part of any of

the parties to this Agreement; provided, however, that (i) immediately after giving effect to such

transaction, no Purchase Termination Event or Potential Purchase Termination Event shall have

occurred and be continuing, (ii) the Seller shall have delivered to the Depositor, the Issuer, the

Indenture Trustee and the Owner Trustee an Officer's Certificate of the Seller and an Opinion of

Counsel each stating that such consolidation, merger or succession and such agreement of

assumption comply with this Section and that all conditions precedent provided for in this

Agreement relating to such transaction have been complied with and (iii) the Seller shall have

delivered to the Depositor, the Issuer, the Indenture Trustee and the Owner Trustee an Opinion

of Counsel stating that, in the opinion ofsuch counsel, either (A) all financing statements and

continuation statements and amendments thereto have been executed and filed that are necessary

fully to preserve and protect the interests ofthe Depositor, the Issuer and the Indenture Trustee in

the Designated Receivables and reciting the details ofsuch filings or (8) no such action shall be

necessary to preserve and protect such interests. Notwithstanding anything herein to the

contrary, the execution of the foregoing agreement of assumption and compliance with

clauses (i), (ii) and (iii) above shall be conditions to the consummation of the transactions

referred to in clause (a), (b) or (c) above.

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SECTION 6.01. Amendment. Subject to compliance with Section 3.07(c) of the

Indenture, this Agreement may be amended from time to time by a written amendment duly

executed and delivered by the Seller, the Depositor and the Indenture Trustee (acting at the

written direction of the Majority Investors), as assignee of the Depositor as provided in

Section 6.03.

SECTION 6.02. Notices. All demands, notices, communications and instructions upon

or to the Seller, the Depositor, the Issuer, the Indenture Trustee or the Owner Trustee under this

Agreement shall be in writing, personally delivered or mailed by certified mail, return receipt

requested, and shall be deemed to have been duly given upon receipt (a) in the case ofthe Seller,

to 27777 Inkster Road, Farmington Hills, Michigan 48334, Attention: Assistant Secretary,

Securitization, (b) in the case ofthe Depositor, to 27777 Inkster Road, Farmington Hills,

Michigan, 48334, Attention: Assistant Secretary, Securitization, (c) in the case of the Issuer or

the Indenture Trustee, at the address set forth in Section 12.04 of the Indenture and (d) in the

case ofthe Owner Trustee, to U.S. Bank Trust National Association, at the address specified in

the Trust Agreement, or, as to each of the foregoing, at such other address as shall be designated

by written notice to the other parties.

SECTION 6.03. Assignment by the Depositor. This Agreement shall inure to the

benefit of and be binding upon the Seller and the Depositor and their respective successors and

permitted assigns; provided that, except as provided in Section 5.11, the Seller shall not assign or

transfer any or all of its rights and obligations hereunder. The Seller acknowledges the

assignment by the Depositor of all of its right, title and interest in the Designated Receivables

and the Related Property with respect thereto and its rights hereunder to the Issuer pursuant to

the Sale and Servicing Agreement, and to the further pledge and assignment by the Issuer of all

of its right, title and interest in the Designated Receivables and the Related Property with respect

thereto and of its rights hereunder to the Indenture Trustee for the benefit of the Secured PaI1ies

pursuant to the Indenture. The Seller consents to such assignment and agrees that the Indenture

Trustee on behalf of the Secured Parties shall be entitled, to the extent provided in the Indenture,

to enforce the terms of this Agreement and the rights (including, without limitation, the right to

grant or withhold any consent or waiver) of the Depositor directly against the Seller. In each

case, the Seller further agrees that, in respect of its obligations hereunder, it will act at the

direction of and in accordance with all requests and instructions from the Indenture Trustee to

the extent of the Depositor's rights to make such directions, requests or instructions hereunder.

The Seller shall deliver copies of all notices, requests, demands and other documents to be

delivered by it to the Depositor pursuant to the terms hereof to the Indenture Trustee and the

Owner Trustee.

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such prohibition or unenforceability in any jurisdiction shall not invalidate or render

unenforceable such provision in any other jurisdiction.

SECTION 6.06. Separate Counterparts. This Agreement may be executed by the

parties hereto in separate counterparts, each of which when so executed and delivered shall be an

original, but all such counterparts shall together constitute but one and the same instrument.

Delivery of an executed signature page of this Agreement by facsimile transmission shall be

effective as delivery of a manually executed counterpaIt hereof.

SECTION 6.07. 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 6.08. Governing Law. This Agreement and the rights and obligations of the

parties under this Agreement shall be governed by, and construed and interpreted in accordance

with, the laws of the State of New York without regard to its conflicts of law principles that

would call for the application of the law of any other jurisdiction.

SECTION 6.09. No Petition Covenants. Notwithstanding any prior termination ofthis

Agreement, the Seller shall not, prior to the date which is one year and one day after payment in

full of all Obligations, acquiesce, petition or otherwise invoke or cause the Depositor or the

Issuer to invoke the process of any court or government authority for the purpose of commencing

or sustaining a case against the Depositor or the Issuer under any federal or state bankruptcy,

insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian,

sequestrator or other similar official of the Depositor or the Issuer or any substantial part of the

property of the Depositor or the Issuer, or ordering the winding up or liquidation of the affairs of

the Depositor or the Issuer.

SECTION 6.10. Waivers. No failure or delay on the part of any party in exercising any

power, right or remedy under this Agreement or any Assignment shall operate as a waiver

thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any

other or further exercise thereof or the exercise of any other power, right or remedy.

SECTION 6.11. Costs and Expenses. The Seller agrees to pay all reasonable out-ofpocket costs and expenses of the Depositor, including fees and expenses of counsel, in

connection with the perfection as against third parties of the Depositor's right, title and interest

in, to and under all Designated Receivables and the Related Property purchased hereunder and

the enforcement of any obi igation of the Seller hereunder.

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By:

Receivables Purchase Agreement

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Title: Vice President and Treasurer

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transfer and otherwise convey unto the Depositor, without recourse, all right, title and interest of

the Seller in, to and under the following assets:

1. the Receivables listed in Part 1 of Schedule I hereto (the "Designated Purchase

Receivables"), including all moneys received thereon after the close of business on

_______, 20_

2. the security interests in the Financed Vehicles granted by the Obligors thereof

pursuant to such Designated Purchase Receivables and any other interest of the Seller in such

Financed Vehicles;

3. any proceeds with respect to such Designated Purchase Receivables from claims

on any physical damage, credit life or disability insurance policies covering such Financed

Vehicles or such Obligors;

4. any proceeds from recourse to a Dealer with respect to such Designated Purchase

Receivables if the Servicer has determined in accordance with its customary servicing

procedures that eventual payment in full ofsuch Designated Purchase Receivable is unlikely;

and

5. the income and proceeds of any and all of the foregoing.

The Seller and the Depositor further agree that the value of any Designated Purchase

Receivables and all Related Property in excess ofthe Purchase Price shall be a capital

contribution to the Depositor by the Seller shall be a capital contribution to Depositor by the

Seller.

The foregoing sale does not constitute and is not intended to result in any assumption by

the Depositor of any obligation of the undersigned to the Obligors, Dealers, insurers or any other

Person in connection with the Designated Purchase Receivables or Designated Contributed

Receivables and other property described above or any agreement or instrument relating to any

of them.

This Assignment is made pursuant to and upon the representations, warranties and

agreements on the part of the undersigned contained in the Purchase Agreement and is to be

governed by the Purchase Agreement.

Capitalized terms used herein and not otherwise defined shall have the meaning assigned

to them in the Purchase Agreement.

NY3:#7454X20
By:

Name:

Title:

CHRYSLER BALLOON DEPOSITOR II LLC

By: Chrysler Financial Services Americas LLC,

as member

By:

Name:

Title:

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"Depositor") and Chrysler Financial Services Americas LLC ("FinCo"). Capitalized terms used

herein, but not herein defined, shall have the meanings ascribed thereto in Annex X to the Sale

and Servicing Agreement, dated as of January 14, 2009 (as amended, supplemented or modified

from time to time, the "Sale and Servicing Agreement"), by and among Chrysler LB Receivables

Trust, the Depositor and FinCo, as servicer.

The undersigned, in its capacity as an Executive Officer and without assuming personal

liability, hereby certifies to the Depositor as follows:

1. I am the duly elected, qualified and acting Executive Officer of FinCo.

2. I have reviewed and am familiar with the contents ofthis Certificate.

3. I have reviewed the terms of the Purchase Agreement and the Program Documents

and have made or caused to be made under my supervision, a review in reasonable

detail of the transactions and condition of FinCo during the accounting period

covered by the financial statements attached hereto as Attachment I (the "Financial

Statements"). To my knowledge, such financial statements have been prepared in

accordance with generally accepted accounting principles and present fairly, in all

material respects, the financial position of FinCo and its Consolidated Subsidiaries

covered thereby at the date thereof and the results of its operations for the period

covered thereby, subject in the case of interim statements only to normal year-end

audit adjustments and the addition of footnotes. Such review did not disclose the

existence during or at the end of the accounting period covered by the Financial

Statements, and I have no knowledge of the existence, as of the date of this

Certificate, of any condition or event which constitutes a Default or Event of Default.

4. Since the Effective Date:

(a) FinCo has not changed its name or identity or organizational structure;

(b) FinCo has not changed its jurisdiction of organization or the location of its

chief executive office or its principal place of business;

(c) Except, in each case, (i) any of the foregoing that has been previously

disclosed in writing to the Depositor and in respect of which FinCo, has

delivered to the Depositor all required Uniform Commercial Code financing

statements and other filings required to maintain the perfection and priority of

the Depositor's security interest in the Designated Receivables and the

Related Property with respect thereto after giving effect to such event, in each

case as required by Section 5.03 of the Purchase Agreement and (ii) any of the

NY3:#7454820
5. To the best of my knowledge, during the last fiscal [month][quarter][year], FinCo has

observed and performed all of its covenants and other agreements, and satisfied every

material condition, contained in the Program Documents to be observed, performed

or satisfied by it.

IN WITNESS WHEREOF, the undersigned has executed this Certificate as of the

date set forth below.

Chrysler Financial Services Americas LLC,

By:

-------------

Name:

Title:

Dated: , 200

NY3:#7454X20
Additional Representations and Warranties of Seller.

REDACTED

SCHEDULE A