BAO.2345n

Execution Version

AMENDED AND RESTATED CREDIT AGREEMENT

between

THE BORROWER LISTED ON EXHIBIT A

as Borrower

and

UNITED STATES DEPARTMENT OF THE TREASURY,

as Lender

Dated as of September 24, 2009

Effective as of June 10,2009
CONTENTS

Article 1 Definitions 1

Section 1.01

Section 1.02

Defined Terms 1

Other Definitional Provisions 10

Article 2 Amount and Terms of Commitments 10

Section 2.01

Section 2.02

Section 2.03

Section 2.04

Section 2.05

Section 2.06

Section 2.07

Section 2.08

Commitments 10

Requests for Loans 10

Funding of Loans 11

Repayment of Loans; Termination of Agreement 11

Interest Rates and Payment Dates 12

Computation of Interest 12

Promissory Notes 13

Collateral Account 13

Article 3 Payments 14

Article 4 Representations and Warranties 14

Section 4.01 Representations and Warranties of the Borrower 14

Section 4.02 Representations and Warranties of the Lender 17

Article 5 Conditions Precedent 17

Section 5.01

Section 5.02

Section 5.03

Conditions to Closing Date 17

Conditions to Each Extension of Loans 18

Condition to Extension of First Loan.Error! Bookmark not defined.

Article 6 Affirmative Covenants 20

Section 6.01

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

Section 6.12

Financial Statements 20

Other Information 20

Payment of Obligations 21

Maintenance of Existence; Compliance 21

Inspection of Property: Books and Records: Discussions 22

Notices 22

Deposits in Collateral Account: Proceeds 23

Third Party Contracts 23

Use of Proceeds of Loans 23

ERISA 23

Investment Company 23

Further Assurances 23

Article 7 Negative Covenants 24

Section 7.01 Indebtedness 24
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 7.10

Section 7.11

Section 7.12

Section 7.13

Section 7.14

Liens , , , , , ,,., .. ,.,. ,., , 24

Fundamental Changes ., ,"" " ,.".,.".".,., , , ,.. 24

Disposition of Property 24

Restricted Payments , , ,., .. ,., ,., .. ,.24

Investments " 24

Limitations on Payments and Expenditures 25

Amendments to Transaction Documents or Supplier Agreements 25

Limitations on Activities , , , 25

ERISA "".,.. , , , , 25

Accounts " , " , , ""." " 25

Formation of Subsidiaries " 25

Change of Fiscal Year.. , , 25

Limitation on Negative Pledge Clauses 25

Article 8 Events of' Def'ault 26

Section 8.01

Section 8.02

Default. ,.. , , 26

Events of Default , , 27

Article 9 Miscellaneous 29

Section 9.01

Section 9.02

Section 9.03

Section 9.04

Section 9.05

Section 9.06

Section 9.07

Section 9.08

Section 9.09

Section 9.10

Section 9.11

Section 9.12

Section 9.13

Section 9.14

Section 9.15

Section 9.16

Section 9.17

Section 9.18

EXHIBITS:

Amendments and Waivers 29

Notices ,." .. , ,.. "., .. , , , , 29

No Waiver; Cumulative Remedies 30

Survival of Representations and Warranties 30

Payment of Expenses and Taxes 30

Successors and Assigns; Assignments 31

Counterparts " .. , 32

Severability , , , 32

Integration , , ,.. ,., ,.,32

GOVERNING LAW ,., ", .. ,.32

Submission to Jurisdiction; Waivers 33

Acknowledgements , , " .. , ,., .. 33

Confidentiality , , , ,, , ".,. ".,. ,.. " "., 34

WAIVERS OF JURY TRIAL , , 34

Limited Recourse 34

Certain Tax Matters 35

Additional Inspection Rights 35

Authority for Commitment 35

A Supplement to Credit Agreement

B Form of Borrowing Request

C Form of Amended and Restated Security Agreement

D Fonn of Closing Certificate

E Intentionally reserved

F Form of Supplier Purchase Agreement

ii
G Intentionally reserved

H-l Form of Promissory Note evidencing Loans

H-2 Form of Promissory Note evidencing Contingent Interest

I Amended and Restated Program Terms

J Intentionally reserved

K Intentionally reserved

L Form of Servicing Agreement

M Form of New Paying Services Agreement

N Form of New Pledge Agreement

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AMENDED AND RESTATED CREDIT AGREEMENT

AMENDED AND RESTATED CREDIT AGREEMENT (this "Agreement"), dated

as of September 24, 2009 and effective as of June 10, 2009 (the "Effective Date"),

between the Borrower set forth on Exhibit A (the "Borrower"), and the UNITED

STATES DEPARTMENT OFTI-IE TREASURY (the "Lender").

RECITALS

A. The Lender has previously extended credit to the Borrower pursuant to the terms

and conditions set forth in the Credit Agreement executed between them dated as of April

7,2009 (as amended through the Effective Date, the "Original Agreement").

B. As of the date of the Original Agreement, Borrower was a wholly-owned

subsidiary of the OEM (defined below)

C. On April 30, 2009, OEM filed a voluntary bankruptcy action in the United States

Bankruptcy Court for the Southern District of New York (the "Bankruptcy Court"),

styled as In re Chrysler, LLC, case number 09-50002-ajg (the "Bankruptcy Action").

D. On May 31, 2009, the Bankruptcy Court entered an order in the Bankruptcy

Action pursuant to sections 105, 363 and 365 of title 11, United States Code, authorizing

and approving, among other things, (i) that certain Master Transaction Agreement (the

"Master Transaction Agreement") dated as of April 30, 2009 between and among Fiat

S.p.A. ("Fiat"), New CarCo Acquisition, LLC, a Delaware limited liability company

formed by Fiat, and OEM; and (ii) the sale of certain assets of the OEM to the New OEM

(defined below) pursuant to the Master Transaction Agreement (the "363 Transaction").

E. The 363 Transaction was consummated on the Effective Date and, as a part of the

363 Transaction, the New OEM purchased all of the OEM's Equity Interests (as defined

in the Master Transaction Agreement) in Borrower.

F. The New OEM has requested that Lender continue the Program (defined below)

with respect to the New OEM's suppliers and, in connection therewith, BOlTower has

requested that Lender agree to certain modifications to the credit facility available under

the Original Agreement, and the Lender has agreed to these and other modifications as

set forth in this Agreement, provided that such agreement is contingent upon the

complete execution of this Agreement and the satisfaction of all conditions precedent set

forth herein.

The parties hereto hereby agree as follows:

Article 1 DEFINITIONS.

Section 1.01 Defined Terms.
The terms defined in Section 1 of Exhibit A, as used in this Agreement, have the

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

this Articlc I shall have the respective meanings set forth in this Article I.

"Account Control Agreement": as defined in the Security Agreement.

"Affiliate": as defined in the Program Terms.

"Agreement": as defined in the preamble hereto.

"Availability Period": the period from and including the Original Closing Date

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

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

Period from time to time.

"Borrower": as defined in the preamble hereto.

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

substantially in the form of Exhibit B.

"Business Day": as defined in the Program Terms.

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

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

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

to purchase any of the foregoing.

"Citi": Citibank, N.A., a national banking association.

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

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

"Code": the Internal Revenue Code of 1986, as amended from time to time.

"Collateral": means, collectively, the Collateral (as defined in the Security

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

"Collateral Account": as defined in the Security Agreement.

> "Collateral Agent": interchangeably and collectively as the context requires, (a)

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

in such capacity and (b) Citi, in its capacity as "Collateral Agent" undcr the New Pledge

Agreement, or any successor in such capacity.

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

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

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

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

all partial payments, all full prepayments and all recoveries.

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

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

exceed the lesser of (a) One Billion Dollars ($1,000,000,000) and (b) an amount equal to

the aggregate amount of cash capital contributions made by the OEM and the New OEM

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

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

"Contingent Interest": as defined in the Security Agreement.

"Contractual Obligation": as to any Person, any provision of any security

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

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

"Costs and Expenses": as defined in the Security Agreement.

"Default": as defined in Section 8,01.

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

assignment, eonveyance, transfer or other disposition thereof, The terms "Dispose" and

"Disposed of' shall have correlative meanings.

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

"Due Date": as defined in the Program Terms.

"EESA": as defined in the Program Terms.

"Effective Date": as defined in the preamble hereto.

"Eligible Receivable": as defined in the Program Terms.

"Eligible Supplier": as defined in the Program Terms.

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

from time to time.

"Event of Default": as defined in Section 8.02.

"GAAP": generally accepted accounting principles in the United States as in

effect from time to time.

"Governmental Authority": as defined in the Program Terms.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

to the tenns of the instrument embodying such Guarantee Obligation, unless sucb

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

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

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

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

"Indebtedness"; of any Person at any date, without duplication, (a) all

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

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

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

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

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

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

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

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

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

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

arrangements, (g) the liquidation value of all rcdeemable preferrcd Capital Stock of such

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

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

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

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

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

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

Indebtedness of any Person shall include thc Indebtedness of any other entity (induding

any partnership in which such Person is a general partner) to thc extcnt such Person is

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

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

such Person is not liable therefor.

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"Indemnified Liabilities": as defined in Seetion 9.05.

"Indemnitee": as defined in Seetion 9.05.

"Ineligible Person": as defined in the Program Terms.

"Ineligible Supplier": as defined in the Program TenDs:

"Initial Capital Contribution Amount": as defined in Exhibit A.

"Interest Period": as defined in the definition of "UBOR".

"Investments": for any Person, (a) Capital Stoek, bonds, notes, debentures or

other seeurities of any other Person or any agreement to aequire any Capital Stoek, bonds,

notes, debentures or other seeurities of any other Person (including any "short sale" or

any sale of any seeurities at a time when sueh seeurities are not owned by the Person

entering into sueh sale); or (b) deposits, advances, loans, eapital eontributions or other

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

(including purehases of property from another Person subjeet to an understanding or

agreement, eontingent or otherwise, to resell sueh property to sueh Person).

"LIBOR" means, for any period from and including (i) the Original Closing Date

(until the first Payment Determination Date has oeeurred) or (ii) the day immediately

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

Payment Determination Date) to and ineluding the next Payment Determination Date

(eaeh sueh period, an "Interest Period"), the rate per annum for three-month deposits in

Dollars whieh appears on the Bloomberg Screen BTMM Page under the heading "LIBOR

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

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

Bloomberg Screen BTMM Page, "UBOR" shall be the interest rate per annum

determined by the Lender (on the basis of quotes from two or more major international

banks) to be representative of the rates per annum at which three-month deposits in

Dollars are offered by major international banks to other major international banks in the

London interbank market as of the second Business Day preeeding the first day of such

Interest Period, and notified to the Borrower and the Lender two Business Days prior to

the first day of sueh Interest Period.

"Lien": any mortgage, pledge, hypotheeation, assignment. deposit arrangement,

eneumbranee, lien (statutory or other), eharge or other seeurity interest or any preference,

priority or other seeurity agreement or preferential alTangement for seeurity of any kind

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

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

foregoing).

"LLC Agreement": as defined in Exhibit A.

"Loan": as defined in Section 2.01.

5
"Loan Documents": this Agreement, the Security Documents, the Promissory

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

foregoing.

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

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

Transaction Documents.

"Maturity Date": the first anniversary of the Original Closing Date; provided,

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

Lender in accordance with the proviso to Section 2.04(a).

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

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

aggregate principal amount of Loans made prior to such time.

"New OEM": as defined in the Program Terms.

"New OEM Loan Agreement": that certain $7,142,000,000 First Lien Credit

Agreement dated as of June 10,2009 among the New OEM and the Lender (as amended,

modified, supplemented or replaced from time to time).

"New Paying Services Agreement": that certain Paying Services and Supplier

Designation Agreement, dated as of September 24, 2009 and effective as of June 10,

2009, between the New OEM and the Paying Agent, substantially in the form of Exhibit

M.

"New Pledge Agreement": the Pledge Agreement, dated as of September 24,

2009 and effective as ofJune 10,2009, among the New OEM, the Servicer, the Collateral

Agent and the Lender, substantially in the form of Exhibit N.

"New Pledged Account Control Agreement": the Pledged Account Control

Agreement defined in the New Pledge Agreement.

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

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

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

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

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

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

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

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

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

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

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

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

Documents or otherwise.

6
"OEM": as defined in the Program Terms.

"Original Closing Date": April 7, 2009.

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

"Paying Agent": Citi, in its capacity as the New OEM's paying agent under the

New Paying Services Agreement or any successor in such capacity.

"Payment Calculation Report": as defincd in the Security Agreement.

"Payment Date": the third Business Day immediately following a Payment

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

pursuant to a Proper Instruction.

"Payment Determination Date": the first day of each month.

"Payment Notification": as defined in the Program Terms.

"PBGC": the Pension Benefit Guaranty Corporation established pursuant to

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

"Pending Immediate Pay Receivable"; an Immediate Pay Receivable (as

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

accepted by Borrower under the applicable Supplier Agreement prior to the occun-ence of

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

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

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

depositary institutions, securities intermediaries and securities brokers;

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

being contested in good faith by appropriate proceedings;

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

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

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

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

Lender;

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

unemployment insurance and other social security legislation;

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

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

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

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

7
"Person": as defined in the Program Tenns.

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

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

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

of applicable bankruptcy or insolvency laws), Whether or not such intcrest or amount is

allowed or allowable as a claim in any such proceeding.

"Proceeds": as defined in the Security Agreement.

"Program": as defined in the Program Terms.

"Program Terms": the amended and restated terms and conditions set fOIth on

Exhibit L

"Promissory Note": as defined in Section 2.07 hereof.

"Proper Instruction": as defined in the Security Agreemcnt.

"Purchase Exposure" means, at any given time, the aggregate Purchasc Price for

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

the Purchase Price therefor.

"Purchase Price": as defined in the Program Terms.

"Purchased Receivables": as defined in the Program Terms.

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

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

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

December 31, inclusive.

"Regulation U": Regulation U of the Board of Governors of the Federal Reservc

System as in effect from time to time.

"Related Parties": with respect to any specified Person, such Person's Affiliates

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

persons of such Person and such Person's Affiliates.

"Representatives": as defincd in Section 9,13.

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

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

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

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

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

8
"Responsible Officer": (i) as defined in the Security Agreement with respect to

the Borrower and the Lender, and (ii) as defined in the New Pledge Agreement. wit.h

respeet to the New OEM.

"Secured Parties": as defined in the Security Agreement.

"Security Agreement": the Amended and Restated Security Agreement to be

entered into by the Borrower, the Servicer, t.he Collateral Agent and the Lender,

substantially in the form of Exhibit C.

"Security Documents": the collective reference to the Security Agreement, the

New Pledge Agreement, the Account Control Agreement, and the New Pledged Account

Control Agreement and all other security documents (i) hereafter delivered t.o the

Collateral Agent granting a Lien on any property t.o secure the Obligat.ions, and (ii) in

form and substance satisfactory to Lender.

"Servicer": Citi, in its capacity as "Servieer" under the Servicing Agreement., or

any successor in such capacity.

"Servicing Agreement": t.hc Amended and Restated Servicing Agreement to be

entered into by the Borrower and the Serviccr, subst.antially in t.he form of Exhibit L.

"Subsidiary": as to any Person, a corporation, partnership, limited liability

company or other entity of which shares of stock or other ownership intcrest.s having

ordinary voting power (other than stock or such ot.hcr ownership interests having such

power only by reason of the happening of a contingency) to elect a majority of the board

of directors or other managers of such corporation, partnership or other entity t.hat arc at

the time owned, or the management. of which is otherwise controlled, direct.ly or

indirectly through one or more intermediaries, or both, by sueh Person.

"Supplier Agreement": as defined in the Program Terms.

"Tax" or "Taxes": as defined in Seetion 4.0 I(m).

"Transaction Doenments" the Loan Documents, the Servicing Agreement, the

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

from time to time with the Borrower (except in the ease of the New Pledge Agreement)

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

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

terms thereof or entered into in connection therewith, all assignment.s and ot.her

instruments or documents entered int.o in connection wit.h the foregoing ancl any

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

however, that the term "Transaction Documents" excludes all Underlying Cont.racts and

Supplier Agreements.

"UCC": as defined in the Security Agreement.

"Underlying Contract" : as defined in the Program Terms.

9
"United States"; the United States of America.

"USA PATRIOT Act"; as defined in the Program Terms.

"Waterfall"; as defined in the Security Agreement.

Section 1.02 Other Definitional Provisions.

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

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

the respective meanings given to them under GAAP, (b) the words "include", "includcs"

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

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

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

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

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

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

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

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

Contractual Obligations as amended, supplemented, restated or otherwise modi ned from

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

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

The words "hereof', "herein" and "hereunder" and words of similar import, when used in

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

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

Agreement unless otherwise specified.

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

singular and plural forms of such terms.

Article 2 AMOUNT AND TERMS OF COMMITMENTS.

Section 2.0 I Commitments.

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

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

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

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

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

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

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

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

multiples of $10,000,000 thereafter. For avoidance of doubt, as of the Closing Datc, all

Loans outstanding under the Original Agreement shall continue as Loans under this

Agreement.

Section 2.02 Requests for Loans.

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

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

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

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

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

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

(a) the aggregate amount of such Loan;

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

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

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

Account.

Section 2.03 Funding ofLoans.

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

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

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

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

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

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

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

Lender to maintain such accounts or any en'or therein shall not in any manner affcct the

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

Agreement and the Security Agreement.

Section 2.04 Repayment ofLoans; Termination ofAgreement.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

11
Obligations (other than obligations arising under Section 9.05). Each partial prepayment

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

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

unpaid interest on the amount prepaid.

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

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

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

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

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

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

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

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

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

payment for such period.

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

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

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

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

Section 2.05 Interest Rates and Payment Dates.

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

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

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

which shall constitute a senior debt obligation of thc Borrower.

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

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

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

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

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

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

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

Section 2.04(b).

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

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

Section 2.06 Computation oUnterest.

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

caleulated by the ServiceI' on the basis of a 365-day year for the actual days elapsed. Any

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

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

12
effective. The Servicer shall, in accordance with its obligations under the Servicing

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

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

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

Payment Date.

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

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

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

absence of manifest error.

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

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

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

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

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

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

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

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

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

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

authority, then in effecl.

Section 2.07 Promissory Notes.

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

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

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

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

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

Section 2.08 Collateral Account.

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

Lender's obligation to make a Loan to finance the purchase of, an Eligible Rcceivable,

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

Agreement, which shall provide that all payments made by the New OEM in respect of

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

pursuant to the New Paying Services Agreement shall be deposited into the Collateral

Account by the Paying Agenl. To the extent the Borrower receives any Collections

which arc not directly deposited into the Collateral Account, the Borrower shall segregate

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

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

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

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Article 3 PAYMENTS.

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

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

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

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

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

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

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

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

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

of such extension.

Article 4 REPRESENTATIONS AND WARRANTIES.

Section 4.01 Representations and Warranties ofthe Borrower.

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

Date and the date of each Loan, that:

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

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

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

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

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

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

made sueh qualification necessary, except where the failure to be so qualitled, authorized

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

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

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

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

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

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

lease its properties and assets and to carryon its business as presently conducted and that

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

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

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

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

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

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

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

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

Effect.

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

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

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

14
borrow the Loans hereunder. The Borrower has taken all necessary organizational action

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

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

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

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

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

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

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

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

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

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

force and effeet; (li) the filings referred to in the SecUlity Documents and the UCC-l

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

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

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

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

Borrower is, or will beeome, a party has been duly exeeuted and delivered on bchal I' of

the Borrower. This Agreement eonstitutes, and eaeh other Transaetion Document and

each Supplier Agreement to which thc Borrower is, or will becomc, a party, upon

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

enforceable against the Borrower in accordance with its tcrms, except as cnforceability

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

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

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

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

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

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

proceeds thereof will not violate any Rcquirement of Law or any Contractual ObligHtion

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

have a Material Adverse Effect and will nol result in, or require tbe creation or imposition

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

LHW or any sueh Contractual Obligation (other than Permitted Liens).

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

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

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

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

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

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

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

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

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

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

15
any purpose that violates the provisions of the Regulations of the Board of Governors of

the Federal Reserve System.

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

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

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

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

(i) Capitalization; Subsidiaries. One Hundred Percent (l 00%) of the Capital

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

such Capital Stock is owned by the Ncw OEM free and clear of all Liens other than

Permitted Liens. The Borrower has not granted any options or rights with respect to the

issuance of its Capital Stock. The Borrower has no Subsidiaries and no Affiliates over

which it exercises management control.

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

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

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

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

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

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

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

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

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

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

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

with the transactions contemplated by this Agreement or the other Transaction

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

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

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

contained herein or therein not misleading.

(I) Activities. The Borrower has not engaged in activities since its ['ormation

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

Transaction Documents and the Supplier Agreements.

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

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

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

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

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

any such Tax deficiencies. "Tax" or "Taxes" means any federal, state, local O[ foreign

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

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

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

16
kind whatsoever, together with any interest or penalty, imposed by any Governmental

Authority.

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

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

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

(0) Survival ofRepresentations and Warranties. The Borrower agrees that all

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

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

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

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

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

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

Lender's behalf.

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

Agreement) maintained and implemented by the New OEM pursuant to Section 5.1 1 of

the New OEM Loan Agreement is applicable to Borrower. and Borrower is in

compliance therewith.

Section 4.02 Representations and Warranties ofthe Lender.

The Lender hereby represents and walTants to the Borrower tbat (x) the Lender

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

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

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

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

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

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

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

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

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

Article 5 CONDITIONS l'RECEDENT.

Section 5.01 Conditions to Closing Date.

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

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

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

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

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

party thereto.

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

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

17
Closing Date, substantially in the form of Exhibit D, with appropriate insertions and

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

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

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

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

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

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

due to it hereunder.

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

forth under the heading "Required Legal Opinions:" in Section 5.01 of Exhibit A

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

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

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

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

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

proper form for filing, registration or recordation.

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

warranties made by the Bon-ower in the Loan Documents shall be true and corrcct on and

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

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

have a Material Adverse Effect

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

continuing on the Closing Date.

(h) New Paying Services Agreement. The agreement of the Lender to make

Loans, the proceeds of which will be used to pay the Purchase Price due in respect of any

Eligible Receivable with respect to which the New OEM is the account debtor, shall not

become effective until the date on which the New OEM and the Paying Agent shall have

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

copy of the executed New Paying Services Agreement

Section 5.02 Conditions to Each Extension ofLoans.

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

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

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

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

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

such Loan, of the following conditions precedent:

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

request pursuant to Section 2.02.

18
(ii) Representations and Warranties. Each of the representations and

warranties made by the Borrower in the Loan Documents shall be

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

if made on and as of the date of such Borrowing Request (ex.cept to

the ex.tent any such representation and warranty by its terms is

made only as of an earlier date, in which case such repn;sentation

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

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

in the aggregate, reasonably be expeeted to have a Material

Adverse Effect.

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

and be continuing on the date the Borrowing Request has been

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

date the Borrowing Request has been made.

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

Eligible Receivables, the Purchase Price of which the Borrower

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

Eligible Supplier shall have sold to the Borrower, and the

Borrower shall have purchased from such Eligible Supplier, such

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

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

an Ineligible Supplier.

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

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

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

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

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

Loan, of the following conditions precedent:

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

request pursuant to Section 2.02.

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

Eligible Receivables, the Purchase Price of which the Borrower

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

Eligible Supplier shall have sold such Eligible Receivable to the

Borrower, and the Borrower shall have purchased such Eligible

Receivable from such Eligible Supplier, pursuant to a Supplier

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

New OEM shall have failed to pay such Eligiblc Receivable on or

before its Due Date: and (e) the Person to which such Purchase

Price will be paid shall not be an Ineligible Supplier.

19
(c) Each Borrowing Request shall be deemed to constitutc a reprcsentation

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

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

Article 6 AFFIRMATIVE COVENANTS.

The Borrower hereby agrees to:

Section 6.01 Financial Statements.

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

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

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

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

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

the definition of "Availability Period" in Section 1.01, fnrnish to the Lender as soon as

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

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

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

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

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

cash flows for such year, reported on by an independent certificd public accounting l'irm

of nationally recognized standing.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Section 6.02 Other Information.

Furnish to the Lender to the extent not furnished to the Lender by the ServiceI' or

by the Borrower under any other Transaction Document:

20
(a) promptly upon receipt thereof, duplicates or copies of all reports, notices,

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

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

and (ii) relating to any of the Collateral;

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

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

and

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

may from time to time reasonably request.

Section 6.03 Payment ofObligations.

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

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

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

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

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

action against the Borrower and the Collateral.

Section 6.04 Maintenance o[Existence;Compliance.

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

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

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

failure to do so would have a Material Adverse Effect:

(b) comply with all material Requirements of Law:

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

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

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

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

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

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

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

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

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

Documents; and

(d) (I) be in full compliance with all applicable orden;, rules, regulations and

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

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

Law.

21
Section 6.05 Inspection ofProperty; Books and Records; Discussions.

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

entries in eonfOlmity with GAAP and all Requirements of Law shall be made 0[' all

dealings and transactions in relation to its business and activities;

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

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

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

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

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

otherwise approves;

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

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

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

and records of the interests and liens granted thereby; and

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

contractors designated by the Lender to visit, audit and inspect the BOlTowcr's financial

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

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

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

finances and condition of the Borrower with the ServiceI' and the Borrower's independent

certified public accountants.

Section 6.06 Notices.

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

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

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

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

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

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

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

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

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

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

the Treasury, in its capacity as the lendcr under the New OEM Loan Agreement, pursuant

to Section 5.6 of the New OEM Loan Agreement shall be deemed to constitute notice by

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

matter thereof; and

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

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

22
United States Department of the Treasury, in its capacity as the lender under the New

OEM Loan Agreement, pursuant to Section 5.6 of the New OEM Loan Agreement shall

be deemed to constitute notice by the Borrower to the Lender pursuant to this Section

6.06(d) with respect to the subject matter thereof.

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

Responsible Officer of the BOlTower setting forth details of the occurrence rcfcrrcd to

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

Section 6.07 Deposits in Collateral Account; Proceeds.

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

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

Agent or otherwise for deposit into the Collateral Account.

Section 6.08 Third Party Contracts.

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

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

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

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

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

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

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

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

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

arrangements with respect to the Borrower's debts.

Section 6.09 Use ofProceeds ofL-aans.

Use the proeeeds of each Loan solely in accordanee with Section 4.01 UJ.

Section 6.1 0 ERISA.

(a) The Borrowcr's affirmative covenants regarding certain ERISA matters

are set forth in Section 6. I 0 of Exhibit A.

Section 6.11 Investment Company.

The Borrower will eonduct its operations in a manner which will not snbjeet it to

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

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

Section 6.12 Further Assurances.

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

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

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

23
purposes of this Agreement and the other Loan Documents, to perfect the intercsts of the

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

powers and remedies hereunder and thereunder.

Article 7 NEGATIVE COVENANTS.

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

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

Section 7.01 Indebtedness.

Create, issue, ineur, assume, beeome liable in respeet of or suffer to exist any

Indebtedness, exeept (i) Indebtedness pursuant to any Transaetion Doeument and (ii) any

liabilities eontemplated by this Agreement, any other Transaetion Doeument or any

Supplier Agreement.

Seetion 7.02 Liens.

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

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

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

Permitted Liens.

Section 7.03 Fundamental Changes.

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

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

of its property or business, or form or enter into any partnership, syndicatc or othcr

combination.

Section 7.04 Disposition o[Property.

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

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

Section 7.05 Restricted Payments.

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

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

fund for, the purchase, redemption, del'easance, retirement or other acquisition of, any of

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

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

of the Borrower.

Section 7.06 Investments.

Make any Investment, except pursuant to the Security Agreement.

24
Section 7,07 Limitations on Payments and Expenditures,

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

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

any assets, in each case except for the purposes set forth in Section 4,0 I0),

Section 7,08 Amendments to Transaction Documents or Supplier Agreements,

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

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

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

Section 7.09 Limitations on Activities,

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

mortgage, instrument, agreement, contract, lease or other UndeJ1aking which is not

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

other Transaction Documents, and the Supplier Agreements,

Section 7,10 ERISA.

The Borrower's negative covenants regarding certain ERISA mattcrs arc set forth

in Section 7.1 0 of Exhibit A.

Section 7,11 Accounts,

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

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

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

Section 7,12 Formation of Subsidiaries.

Form any new Subsidiary or invcst in or acquire any ncw Subsidiary.

Section 7,13 Change ofFiscal Year,

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

current fiscal year beginning date.

Section 7,14 Limitation on Negative Pledge Clauses.

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

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

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

and the other Transaction Documents,

25
ArticleS EVENTS OF DEFAULT,

Section 8,0 I Default.

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

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

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

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

applicable provisions of Section 5 of the Security Agreement; or

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

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

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

Agreement or any other Loan Doeument shall prove to have been inaccuratc in any

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

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

Adverse Effect," "in any material respect" or any other similar term) on or as of the date

made or deemed made pursuant to the Transaction Documents; or

(c) the Borrower shall default in any material respect (or in any respect, in the

case of any covenant, agreement or undertaking that is qualified by a materiality standard,

whether by reference to "Material Adverse Effect," "in any material respect" or any other

similar term) in the observance or performance of any othcr covenant, agreement or

undertaking contained in this Agreement, any other Transaction Document, or an y

Supplier Agreement; or

(d) the New OEM shall default in any material respect (or in any respect, in

the case of any covenant, agreement or undertaking that is qualified by a materiality

standard, whether by reference to "Material Adverse Effect," "in any material respect" or

any other similar term) in the observance or performance of any covenant, agreement or

undertaking contained in the New Pledge Agreement; or

(e) (i) the Borrower shall commence any case, proceeding or other aetion (A)

under any existing or future law of any jurisdiction, domestic or foreign, relating to

bankruptey, insolvency, reorganization or relief of debtors, seeking to have an order for

relief entered with respect to it, or seeking to adjudicate it bankrupt or insolvent, or

seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolutIon,

composition or other relief with respect to it or its debts, or (B) seeking appointment of a

reeeiver, trustee, eustodian, eonservator or other similar official for it or for all or any

substantial part of its assets; or (ii) there shall be eommenced against the Borrower any

ease, proceeding or other action of a nature referred to in elause (i) above that (A) results

in the entry of an order for relief or any such adjudication or appointment or (B) remains

undismissed or undischarged for a period of 90 days; or (iiI) there shall be commenced

against the Borrower any case, proceeding or other action seeking issuance of a warrant

of attaehment, execution, distraint or similar process against all or any substantial part of

its assets that results in the entry of an order for any such relief that shall not have been

26
vacated, discharged, or stayed or bonded pending appeal within 90 days from the cntry

thereof; or (iv) the Borrower shall take any action in furtherance of, or indicating its

consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or

(iii) above; or (v) the Borrower shall generally not, or shall be unable to, or shall admit in

writing its inability to, pay its debts as they become due; or (vi) the Borrower shall make

a general assignment for the benefit of its creditors; or

(f) (i) the New OEM shall commence any case, procecding or othcr action (A)

under any existing or future law of any jurisdiction, domcstic or foreign, rclating to

bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for

relief entered with rcspect to it, or seeking to adjudicate it bankrupt or insolvent, or

seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution,

composition or other relief with respect to it or its debts, or (B) seeking appointment of a

receiver, trustec, custodian, conservator or other similar official for it or for all or any

substantial part of its assets; or (ii) there shall be commenced against the New OEM any

case, proceeding or other action of a nature referred to in clause (i) abovc that (A) results

in the entry of an order for relief or any such adjudication or appointment or (B) rcmains

undismissed or undischarged for a period of 90 days; or (iii) thcre shall be commenced

against the New OEM any case, procecding or other action seeking issuance of a warrant

of attachment, execution, distraint or similar process against all or any substantial part of

its assets that results in the entry of an order for any such relief that shall not have been

vacated, discharged, or stayed or bondcd pending appeal within 90 days from the cntry

thercof; or (iv) the New OEM shall make a gencral assignment for the benefit of its

creditors; or (v) the New OEM shall take any action in furtherance of, or indicating its

consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or

(iii) above; or (vi) the New OEM shall generally not, or shall be unable to, or shall admit

in writing its inability to, pay its debts as they become due; or

(g) any of thc Security Documents shall ccasc, for any rcason, to bc in full

force and effect, or the BOlTower shall so asscrt, or any Licn crcatcd by any of the

Security Documents shall cease to bc enforceable and of the same effect and priority

purported to be created thereby; or

(h) any Default set forth in Section 8.0!(h) of Exhibit A; or

(i) any Default set forth in Section 8.01 (i) of Exhibit A; or

(j) any Default set forth in Section 8.01(j) of Exhibit A.

Section 8.02 Events ofDefault.

(a) An "Event of Default" is

(i) any Default under:

(A) Section 8.01 (e), (f), (i) or (j), or

27
(B) Section 8.01(c) that arises from a breach of or the

Borrower's failure to comply with Section 6.09, and

(ii) any other Default as to which the Lender shall have given notice to

the Borrower that such Default is an Event of Default for purposes

of this Agreement; provided that such notice shall be effective only

upon expiration of:

(A) in the case of a Default under Section 8.01(a) or under

Section 8.01(c) that arises from a breach of or the

Borrower's failure to comply with Sections 6.05(b), 6.07,

or 9.17 or Article 7, three (3) Business Days, if such

Default is continuing at the end of such pcriod,

(B) in the case of a Default under (x) Scction 8.0 I(d) that arises

from a brcaeh of or a failure by the New OEM to comply

with Article 3 of the New Pledge Agreement, (y) Section

8.01(c) that arises from a breach of or the Borrower's

failure to comply with Article 3 of the Security Agreement

or (z) Section 8.01(h), five (5) Business Days, if such

Default is continuing at the end of such period,

(C) in the case of a Default under Section 8.01(b) or 8.01(c)

that arises from a breach of or the Borrower's failure to

comply with Sections 6.02, 6.04(a), or 6.06, 20 days, if

such Event of Default is continuing at the end of such

period, and

(D) in the case of any other Default, 30 days, if such Event of

Default is continuing at the end of such period.

(b) Upon the occurrence of an Event of Default under:

(i) Section 8.01(e), the Commitment shall automatically terminate and

the Loans (with accrued interest thereon) and all other amounts

owing under this Agreement and the other Loan Documents shall

automatically become and be due and payable;

(ii) any other provision of this Agreement, Lender may, by noticc to

the Borrower, declare the Commitment terminatcd and the Loans

made by it (with accrued interest thereon) and all other amounts

owing to it under this Agreement and the other Loan Documents to

be due and payable forthwith, whereupon the same shall

immediately become due and payable.

Notwithstanding a termination of the Commitment and any acceleration of

the Loans, Lender will continue to advance Loans subject to the terms of Section 5.02(b)

for Eligible Receivables having a Purchase Date that is the same as, or prior to, the date

28
of such Event of Default but for which the Purchase Price has not been paid as of the date

of such Event of Default.

(c) Except as expressly provided above in this Section, presentment, demand,

protest and all other notices of any kind are hereby expressly waived by the Borrower.

Article 9 MISCELLANEOUS.

Section 9.01 Amendments and Waivers.

(a) Neither this Agreement nor any other Transaction Document, nor any

provision hereof or thereof, may be waived, amended, modified or supplemented except

pursuant to an agreement or agreements in writing entered into by the Borrower and the

Lender, other than such provisions hereof or thereof which by its express terms may be

waived, amended or modified by the Lender. The Lender shall have the right to waive

any provision of this Agreement at any time in writing.

(b) The Borrower acknowledges and agrees that its obligations under the

Original Agreement remain valid and enforeeable obligations and that the execution and

delivery of this Agreement shall not be eonstrued as a novation 01' the Ol'iginal

Agreement. If any provision of this Agreement is avoided or I'ound to bc unenl'orceable,

the corresponding provision of the Original Agreement shall be automatically reinstated.

To induce the Lender to enter into this Agreement, the Borrower waives and rcleases and

forever discharges the Lender and its respective officers, directors, attorneys, agents, and

employees from any liability, damage, claim, loss or expense of any kind that the

Borrower may have against the Lender arising out of or relating to the Original

Agreement.

(c) The terms and conditions pursuant to which the Lender is making the

Loans available to the Borrower and the other terms and conditions generally related to

the relationship between the Borrower and the Lender are completely I'estated in this

Agreement. Accordingly, the Original Agreement is superseded by this Agrecment

except as provided in the immediately following sentence. Notwithstanding the

foregoing, the Original Agreement shall survive and remain in effect to the extent it

grants Collateral to the Collateral Agent for the benefit of the Seeured Parties as seeurity

for the obligations of the Borrower outstanding on the Effective Date or are otherwise

necessary to support the grant of such Collateral. In the event of a conflict between the

terms of the Original Agrecment and the terms of this Agreement, the terms of this

Agreement shall control.

Section 9.02 Notices.

All notices, requests, consents and demands to or upon the respective pal'ties hel'cto to be

effective shall be in writing (including by telecopy or other electronic mail transmiSSion)

and, unless otherwise expressly provided herein, must be delivered by messenger,

overnight courier service, telecopy or e]ectronie mail, and shall be deemed to have been

duly given or made when delivered, or notice by electronic mail transmission, or, in the

case of telecopy notiee, when received, at the "Address for Notices:" specified below the

29
recipient's name in Section 9.02 of Exhibit A, or to such other recipient or address as

may be hereafter notified by the respective parties hereto; provided that any notice,

request or demand to or upon the Lender shall not be effective until received. Notices

and other communications to the Lender and the Borrower hereunder may be delivered or

furnished by electronic communications.

Section 9.03 No Waiver; Cumulative Remedies.

No failure to exercise and no delay in exercising, on the part of the Lender, any

right, remedy, power or privilege hereunder or under the other Loan Documents shall

operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy,

power or privilege hereunder preclude any other or further exercise thereof or the

exercise of any other right, remedy, power or privilege. The rights, remedies, powers and

privileges herein provided are cumulative and not exclusivc of any rights, remedies,

powers and privileges provided by law.

Section 9.04 Survival o[Representations and Warranties.

All representations and warranties made hereunder, in the other Loan Documents

and in any document, certificate or statement delivered pursuant hereto or in connection

herewith shall survive the execution and delivery of this Agreement and the making of

the Loans hereunder.

Section 9.05 Payment o[Expenses and Taxes.

The Borrower agrees (i) to payor reimburse, in accordance with the Waterfall and

the other applicable provisions of Section 5 of the Security Agreement, the Lendcr for all

of its reasonable out- of- pocket Costs and Expenses incurred in connection wilh the

development, preparation and execution of, and any amendment, supplement or

modification to, this Agreement and the other Transaction Doeuments and any other

documents prepared in connection herewith or therewith, and the consummation and

administration of the transactions contemplated hereby and thereby, including the

reasonable fees and disbursements of counsel to the Lender and filing and recording fees

and expenses, (ii) to payor reimburse, in aecordance with the Waterfall and the other

applicable provisions of Section 5 of the Security Agreement, the Lender for all of its

reasonable Costs and Expenses incurred in eonnection with the enforcement or

preservation of any rights under this Agreement, the other Transaction Documents and

any such other documents, including the reasonable fees and disbursements of counsel to

the Lender, (iii) to pay, indemnify, and hold each of the Lender and ils Related Parties

harmless from, any and all recording and filing fees and any and all liabilities with

respect to, or resulting from any delay in paying, stamp, excise and other taxes (other

than those of the nature of an income tax), if any, that may be payable or determined to

be payable in connection with the execution and delivery of, or consummation or

administration of any of the transactions contemplated by, or any amendment,

supplement and modification of, or any waiver or consent under or in respect of, this

Agreement, the other Transaction Documents and any such other documents and (iv) to

pay, indemnify, and hold each of the Lender and its Related Parties (each, an

30
"Indemnitee") harmless and defend them from and against any and all other liabilities,

obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses

(including, subject to the second succeeding proviso, .the reasonable fees and

disbursements of legal counsel) or disbursements of any kind or nature whatsoever with

respect to the execution, delivery, enforcement, performance and administration of this

Agreement, the other Transaction Documents and any such other documents, including

any of the foregoing relating to the use of proceeds of the Loans (all the foregoing in this

clause (iv), collectively, the "Indemnified Liabilities"); provided that the Borrower shall

have no obligation hereunder to any lndemnitec with respect to Indemnified Liabilities to

the extent such Indemnified Liabilities are found by a final and nonappealable decision of

a court of competent jurisdiction to have resulted from the gross negligence, bad faith or

willful misconduct of such Indemnitee; provided, further, that the Borrower shall not be

obligated to pay, indemnify or hold harmless any Indemnitee if such Indemnitee (A) does

not provide reasonably prompt notice to the Borrower (with a copy to the Lender) of any

claim for which indemnification is sought; provided that the failure to provide notice

shall only limit the indemnification provided hereby to the extent of any incremental

expense or actual prejudice as a result of such failure or (B) makes any admissions of

liability or incurs any significant expenses after receiving actual written notice of the

claim, or agree to any settlement without the written consent of the Borrower, which

consent shall not be unreasonably withheld. The Indemnitee may, in its sole discretion,

and at its expense, control the defense of the claim including, without limitation,

designating counsel for such Indemnitee (which counsel shall be reasonably satisfactory

to the Borrower) controlling all negotiations, litigation, arbitration, settlements,

compromises and appeals of any claim; provided that (x) the Indemnitee may not agree to

any settlement involving any Indemnitee without the prior written consent of the

Borrower and (y) the Borrower shall engage and pay the reasonable expenses of separate

counsel for the Indemnitee to the extent that the interests of the Indemnitee are in eonnict

with those of the Borrower. The Borrower shall be responsible to pay the reasonable fees

of such separate legal counsel if such a conflict exists. All amounts due under this

Section 9.05 shall be payable in accordance with the Waterfall and the other applicable

provisions of Section 5 of the Security Agreement. In order to be paid such amounts on

any particular Payment Date in respect of any losses, claims, damages, liabilities or

related expenses, in each case incurred no later than two Business Days prior to the

Payment Determination Date immediately preceding such Payment Date, the request for

payment under this Section 9.05 must be received by the Borrower and the Servicer no

later than such Payment Determination Date. The agreements in this Section 9.05 shall

survive repayment of the Loans and all other amounts payable hereunder.

Section 9.06 Successors and Assigns; Assignments.

The provisions of this Agreement shall be binding upon and inure to the benefit of

the parties hereto and their respective successors and assigns permitted hereby, except

that the Borrower may not assign or otherwise transfer (including through participation)

any of its rights or obligations hereunder without the prior written consent of the Lender

(and any attempted assignment or transfer by the Borrower without such consent shall be

null and void). The Lender may assign or otherwise transfer any or all of its rights or

obligations hereunder (i) at any time without the consent of the Borrower to any other

31
branch, agency, department, entity or other instrumentality of the United States federal

government; and (ii) to any other Person with the prior written conscnt of the Borrower,

which consent shall not be unreasonably withheld, delayed or conditioned. All

assignments permitted hereunder shall be effected pursuant to documentation reasonabl y

satisfactory to the Lender. From and after the date of effectiveness of any assignment of

the rights and obligations of the Lender hereunder, the assignee thereunder shall be a

party hereto and have the rights and obligations of the assigning Lender under this

Agreement (to the extent of the interest so assigned) and the other Loan Documents, and

the assigning Lender thereunder shall be released from its obligations under this

Agreement (to the extent of the interest so assigned) and, to the extent the entire amount

of its Loans have been assigned or transferred, the Lender shall cease to be a party hereto

but shall continue to be entitled to the benefits of Section 9.05. Any assignment or

transfer by the Lender of rights or obligations under this Agreement that does not comply

with this Section 9.06 shall be null and void.

Section 9.07 Counterparts.

This Agreement may be executed by one or more of the parties to this Agreement

on any number of separate counterparts, and all of said counterparts taken together shall

be deemed to constitute one and the same instrument. Delivery of an executed signature

page of this Agreement by email or facsimile transmission shall be effective as deli very

of a manually executed counterpart hereof. A set of the copies of this Agreement signed

by all the parties shall be lodged with the Borrower and the Lender.

Section 9.08 Severability.

Any provision of this Agreement that is prohibited or unenforceable in any

jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition

or unenforceability without invalidating the remaining provisions hereof, and any such

prohibition or unenforceability in any jurisdiction shall not invalidate or render

unenforceable such provision in any other jurisdiction.

Section 9.09 Integration.

This Agreement and the other Transaction Documents reprcsent the entire

agreement of the Borrower and the Lender with respect to the subject matter hereof and

thereof, and there are no promises, undertakings, representations or warranties by the

Lender relative to the subject matter hereof not expressly set forth or referred to herein or

in the other Transaction Documents.

Section 9.10 GOVERNING LAW.

THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN

ACCORDANCE WITH THE FEDERAL LAW OF THE UNITED STATES. INSOfAR

AS THERE MAYBE NO APPLICABLE FEDERAL LAW, THIS AGREEMENT

SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE

OF NEW YORK, WITHOUT REGARD TO ANY RULE OF CONfLICTS OF LAW

(OTHER THAN SECTION 5-140101' THE NEW YORK GENERAL OBLIGATIONS

32
LAW) THAT WOULD RESULT IN THE APPLICATION OF THE SUBSTANTIVE

LAW OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK.

NOTHING IN THIS AGREEMENT SHALL REQUIRE ANY UNLAWFUL ACTION

OR INACTION BY EITHER PARTY.

Section 9. I I 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 AGREEMENT, 'rl-lE

PROMISSORY NOTES AND THE OTHER LOAN DOCUMENTS, OR FOR

RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN RESPECT

THEREOF, TO THE GENERAL JURISDICTION OF ANY COURT OF THE STATE

AND COUNTY OF NEW YORK, OR IN THE UNITED STATES DISTRICT COURT

FOR THE SOUTHERN DISTRICT OF NEW YORK;

(b) CONSENTS THAT ANY SUCH ACTION OR PROCEEDING MAY BE

BROUGHT IN SUCH COURTS AND, TO THE EXTENT PERMITTED BY LAW,

WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFrER 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 FORTI-f IN

SECTION 9.02 OR AT SUCH OTHER ADDRESS OF WHICH THE LENDER SHALL

HAVE BEEN NOTIFIED; AND

(d) AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT

TO EFFECT SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY

LAW OR SHALL LIMIT THE RIGHT TO SUE IN ANY OTHER JURISDICTION.

Section 9.12 Acknowledgements.

The Borrower hereby acknowledges that:

(a) the Lender does not have any fiduciary relationship with or duty to the

Borrower arising out of or in connection with this Agreement or any of the Transaction

Documents, and the relationship between the Lender and the Borrower in connection

herewith or therewith is solely that of debtor and creditor; and

(b) no joint venture is created hereby or by the other Transaction Documents

or otherwise exists by virtue of the transactions contemplated hereby among the

Borrower and the Lender.

33
Section 9.13 Confidentiality.

The Lender will use reasonable best efforts to hold, and will usc reasonable best

efforts to cause its agents, consultants, advisors and United States executive branch

officials and employees (collectively, its "Representatives"), to hold, in confidence all

non-public records, books, contracts, instruments, computer data and other data and

information (collectively, "Information") concerning the Borrower or the New OEM

furnished or made available to them by the Borrower or its representatives pursuant to

any Loan Document (except to the extent that such information can be shown to have

been (i) previously known by such pmty on a non-confidential basis, (ii) in the public

domain through no fault of such party or (iii) later lawfully acquired from other sources

by the party to which it was furnished (and without violation of any other confidentiality

obligation»; provided, that nothing herein shall prcvent the Lender from disclosing any

Information to the extent required by any Requirement of Law or by any subpoena or

similar legal process. The Lender understands that the Information may contain

commercially sensitive confidential information entitled to an exception from a Frcedom

of Information Act request.

Section 9.14 WAIVERS OF JURY TRIAL.

EACH OF THE LENDER AND THE BORROWER HEREBY IRREVOCABLY

WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY

AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING

OUT OF OR RELATING TO THIS AGREEMENT, THE COLLATERAL, ANY

OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED

HEREBY OR THEREBY.

Section 9.15 Limited Recourse.

Notwithstanding anything to the contrary contained in this Agreement and the

other Transaction Documents, the obligations of the Borrower under this Agreement and

all other Transaction Documents are solely the obligations of the Borrower and shall be

payable solely to the extent of funds received by and available to the Borrower in

accordance with the Security Agreement. No recourse shall be had for the payment of

any amount owing in respect of any obligation of, or claim against, the Borrower arising

out of or based upon this Agreement or any other Transaction Document against any

holder of a membership interest, employee, officer or Affiliate thereof and, except as

specifically provided herein and in the other Transaction Documents, no recourse shall be

had for the payment of any amount owing in respect of any obligation of, or claim against,

the Borrower arising out of or based upon this Agreement against the Servicer or any

holder of the membership interests of the Borrower or any Related Party of any thereof';

provided that the foregoing shall not relieve any such person or entity from any liability

they might otherwise have as a result of bad faith, willful misconduct, negligence or

fraudulent actions taken or omissions by them or, in the case of the Serviccr or any

Related Party thereof, the foregoing or its negligence in the performance of its duties

under the Servicing Agreemcnt. The provisions of this Section 9.15 shall survive the

termination or expiration of this Agreement and the Obligations.

34
Section 9.16 Certain Tax Matters.

It is the intention of the parties that for U.S. federal income tax purposes the

Borrower shall be treated as the owner of the Collateral (excluding the Pledged Collateral

(as defined in the New Pledge Agreement), where the New OEM shall be treated as the

owner of the Pledged Collateral). The terms of this Agreement and the other Transaction

Documents shall be interpreted consistently with this intention and neither the Borrower

nor any holder of a Loan shall take a contrary position for any tax purpose, except as

required by law. No election undcr Treasury Regulation Section 301.7701-3 sha1J bc

made that the Borrower be classified as a corporation.

Section 9. 17 Additiona/Inspection Rights.

At all times while any Obligations are outstanding, the BOlTower shall permit (i)

the Lender and its agents, consultants, contractors and advisors, (ii) the Special Inspeetor

General of the Troubled Asset Relief Program, and (iii) the Comptroller General of the

United States access to personnel and any books, papers, records or other data delivered

to it pursuant to the Transaction Documents or otherwise in its possession, custody or

control, in each case to the extent relevant to ascertaining compliance with the terms and

conditions set forth in the Loan Documents, during normal business hours and upon

reasonable notice to the Borrower, as the case may be; provided that prior to disclosing

any information pursuant to clause (i), (ii) or (iii), the Lender, the Special Inspcetor

General of the Troubled Asset Relief Program and the Comptroller General of the United

States shall have agreed, with respect to documents obtained under this agreement in

furtherance of their respective functions, to follow applicable law and regulation (and the

applicable customary policies and procedures, including those for inspectors general)

regarding the dissemination of confidential materials, including redacting confidential

information from the public version of its reports, as appropriate, and soliciting input

from the Borrower as to information that should be afforded confidentiality. The Lender

represents that it has been informed by the Special Inspector General of the Troubled

Asset Relief Program and the Comptroller General of the United States that they, before

making any request for access or information pursuant to thcir oversight and audit

functions, will establish a protocol to avoid, to the extent reasonably possible, duplicative

requests. Nothing in this Section 9.17 shall be construed to limit the authority that the

Special Inspector General of the Troubled Asset Relief Program or the Comptroller

General of the United States have under law.

Section 9.18 Authority Cor Commitment.

The Borrower and the Lender acknowledge and agree that the Commitment is

hereby made by the Lender pursuant to the authority granted to it by and under EESA

Section 101.

Section 9. I9 Consent to Transfer.

The Lender hereby ratifies its consent to the New OEM's purchasc of all of the

OEM's Equity Interests in the Borrower pursuant to the 363 Transaction.

35
liN WITNESS WIIEREOF, the parties hereto have oaused this Agreement to be duly

executed and delivered by their proper and duly authorized officers as of the day and year fiTst

above written.

CHRYSLER RECEIVABLES SPV LLC,

as Borrower

By:

By:

CHRYSLER GROUP LLC, its sole

member

/~~d.~~ Jan A. Bertsoh

TiU;;V Senior VP and Treasurer

[Signature Page to Credit Agreement]
UNITED STATES DEPARTMENT OF THE

TREASURY, as Lender

By:

Name: Herbert M. Allison, Jr.

Title: Assistant Secretary for

Stability

[Signature Page to Credit Agreement]
ACKNOWLEDGED BY:

CITlBANK, N.A.,

as ServiceI'

[Signature Page to Credit AgreementI






















































































Exhibit I-Program Terms
Execution Version

AMENDED AND RESTATED PROGRAM TERMS

1. THE PROGRAM.

These Amended and Restated Program Terms apply to (a) the Auto Supplier

Support Program (the "Program") established by the United States Department of the

Treasury (the "Lender" or "UST") pursuant to the authority granted to it by and under

the Emergency Eeonomie Stabilization Aet of 2008 (Pub. L. 110-343, enaeted Oetober 1,

2008), as amended ("EESA"). in which Chrysler Reeeivables SPV LLC, a Delaware

limited liability eompany (the "Borrower"), a wholly-owned subsidiary of Chrysler

LLC, a Delaware limited liability eompany (the "OEM"), is a partieipant; and (b) the

eontinuanee of the Program after the sale by the OEM of all equity interests in the

Borrower to Chrysler Group, LLC, a Delaware limited liability eompany (the "New

OEM"), on June 10,2009 (the "363 Sale Closing Date").

2. CERTAIN AGREEMENTS RELATED TO THE PROGRAM.

In eonneetion with the Program, the Lender, the Borrower, the OEM, the New

OEM, Citibank, N.A., a national banking association CCili"), and Eligible Suppliers

(defined below) have entered into, or are entering into certain agreements, including,

among others:

(a) that eertain Amended and Restated Credit Agreement dated as of

September 24, 2009 and effective as of the 363 Sale Closing Date between the Borrower

and the Lender (the "Credit Agreement");

(b) that eertain Amended and Restated Seeurity Agreement, of even date with

the Credit Agreement, among the Borrower, the Lender, Citi as servieer for the Borrower

pursuant to the Servicing Agreement defined below (in such capacity, the "Servicer")

and Citi as Collateral Agent (in such capacity, the "Collateral Agent") (the "Security

AgrcClncnf');

(c) that certain Amended and Restated Servicing Agreement, of even date

with the Credit Agreement, between the Servicer and the Borrower (the "Servicing

Agreement");

(d) from time to time, Supplier Purchase Agreements each among the

Borrower, Citi and an Eligible Supplier, in substantially the form attached as Exhibit F of

the Credit Agreement (each, a "Supplier Agreement");

(e) that certain Pledge Agreement, dated as of even date with the Credit

Agreement, among the New OEM, the Lender, the Servieer and the Collateral Agent (the

"New Pledge Agreement"); and

(f) that eertain Paying Services and Supplier Designation Agreement, dated as

of even date with the Credit Agreement, between the New OEM and Citi as Paying Agent

13AO.234574
for the New OEM (in such capacity, the "Paying Agent") (the "New Paying Services

Agreement").

All references to the agreements identified above in this Section 2 shall, nnless

otherwise specified, be deemed to refer to such agreements as amended, supplemented,

restated or otherwise modified from time to time, or any successor or replacement

agreement which may be entered into from time to time, subject in each case to any

applicable limitations specified herein or therein.

3. DEFINED TERMS.

In addition to the terms previously defined above, the following terms have the

following respective meanings:

(a) "Adverse Claim": any mortgage, pledge, security interest, hypothecation,

assignment, encumbrance or lien of or on any Person's assets or properties in favor of

any other Person, other than a tax, mechanics' or other lien or encumbrancc that attaches

by operation of law or any suhordinated lien permitted under a Lien Priority Agreement.

(b) "Affiliate": as to any Person, any other Person that, directly or indirectly,

is in control of, is controlled by, or is under common control with, such Person. For

purposes of this definition, "control" of a Person means the power, directly or indirectly,

to direct or cause the direction of the management and policies of such Person, whcthcr

by contract or otherwise.

(c) "Business Day" means a day other than a Saturday, Sunday, a Fedcral

holiday or other day on which commercial banks in New York City arc authorizcd or

required by law to close.

(d) "Credit Memo Receivable": means a payment from the New OEM to a

Supplier representing an adjustment to an existing or past Receivable as a result of

missing invoices, incorrect receipt of goods, vendor scrap or other adjustments resulting

from price changes, quantity discrepancies or vendor returns.

(e) "Due Date": with respect a Payment Instruction or a Payment

Notification, the Business Day on which the payment obligation of the New OEM in

respect of that Payment Instruction or Payment Notification, as the case may be, will be

due and payable, that date being the earlier of:

(i) the date specified in the Payment Instruction or Payment

Notification, as the case may be, for payment or if such date is not

a Business Day, the first Business Day following that date and

(ii) the date that is two (2) Business Days before the Maturity Date.

(I") "Eligible Receivable": shall mean a Receivable which satisfies the

following criteria:

-2-
(i) it constitutes a trade account receivable representing a valid

obligation of New OEM to make payment in United States Dollars

to the Eligible Supplier for goods shipped or delivered or services

rendered to the New OEM;

(ii) unless such Receivable is a Credit Memo Receivable, it was

originated not before March 19,2009;

(iii) unless such Receivable is a Credit Memo Receivable, it has a Due

Date at least 30 days after the date of its origination and not later

than the earlier of (A) the date occurring 90 days after the date of

its origination and (B) the date 2 Business Days prior to the

Maturity Date;

(iv) it arises under an Underlying Contract (A) which, together with

such Receivable, is in full force and effect and constitutes the

genuine, legal, valid and binding payment obligation in writing of

the New OEM, enforeeable against the New OEM in accordance

with its terms and (B) with respect to which, no material default or

breach by the New OEM under the terms thereof has occurred;

(v) such Receivable, together with the Underlying Contract related

thereto, complied at the time it was originated or made and, as of

such Purchase Date, complies in all material respects with all

requirements of, and does not contravene in any material respect

any, applicable federal, state or local laws and regulations;

(vi) it has not been satisfied, subordinated, rescinded, or otherwise

compromised;

(vii) it is not subject to any counterclaim, contra-account, volume

rebate, cooperative advertising accrual, deposit or offset;

(viii) it does not arise from a bill-and-hold, guaranteed sale, sale-orreturn, sale-on-approval, consignment or similar transaction and is

not subject to repurchase, return, rejection, repossession, loss or

damage;

(ix) it represents a final sale with respect to which the goods giving rise

to the Receivable have been delivered to and accepted by the New

OEM or the serviee giving rise to the Reeei vable has bcen

completely performed to the satisfaction of the New OEM;

(x) it is not. evidenced by a nole or other instrument or chattel paper Of

redueed to judgment;

(xi) it is not by contract, subrogation, mechanics' lien laws or

otherwise, subject to claims by the Eligible Supplier's creditofs or

-3-
other third parties, except for any subordinated liens permitted

under a Lien Priority Agreement;

(xii) it does not constitute a service charge, warranty charge or similar

charge;

(xiii) it does not represent an accord and satisfaction in respect of any

prior Receivable;

(xiv) it has not been amended in any respect such that the Principal

Balance thereof has been modified;

(xv) it is not subject to any right of rescission, setoff, counterclaim or

defense and no such right has been asserted or threatened with

respect to it;

(xvi) it is not the subject of any pending or threatened litigation;

(xvii) it is free and clear of any Adverse Claim other than (x) the security

interest therein then being granted to Purchaser or (y) any

subordinated liens permitted under a Lien Priority Agreement;

(xviii) as to which Receivable, all filings (including UCC filings)

necessary in any jurisdiction to give the Purchaser a first perfected

ownership interest in such Receivable shall have been made;

(xix) as of the Purchase Date thereof, the Credit Agreement has not

terminated and no notice of termination of the Commitment (as

defined in the Credit Agreement) has been given by the Lender

thereunder;

(xx) as of the Purchase Date thereof, the New OEM was not the subject

of any bankruptcy, insolvency or reorganization proceeding or any

other proceeding seeking the entry of an order for relief or the

appointment of a receiver, trustee or other similar official for it or

any substantial part of its property;

(xxi) if such Receivable represents an obligation of the OEM, the

Purchase Date thereof is prior to the 363 Sale Closing Date; and

(xxii) if such Receivable represents an obligation of the New OEM, the

Purchase Date thereof is ou or after the 363 Sale Closing Date.

provided, that, in the context of any representation or warranty made by

the New OEM or the Borrower in, or pursuant to, any Transaction Document that any

Receivable is an Eligible Receivable, the New OEM or the Borrower (as the casc may bc)

shall be deemed to have represented and warranted as to the matters set forth in clause

-4-
(xi) of the definition of "Eligible Receivable" to the knowledge of the New OEM and the

Borrower; and

provided, further, in the context of any representation or warranty made

by any Person in, or pursuant to, any Transaetion Document or Supplier Agreem.ent that

any Receivable is an Eligible Receivable, such Person shall be dcemed to have

represented and warranted as to the matters set I'orth in clause (xvi) (solely with respect to

threatened litigation) to the knowledge or such Person; and

provided further, that, in the context of any representation or warranty

made by the Eligible Supplier in, or pursuant to, any Supplier Agreement that any

Reeeivable is an Eligible Reeeivable, the Eligible Supplier shall be deemed to have

represented and warranted as to the matters set forth in clauses (xix) and (xx) of the

definition of "Eligible Reeeivable" to the knowledge of the Eligible Supplier; and

provided further, that, in the context of any representation or warranty

made by any Person (other than Citi) in, or pursuant to, any Transaction Document or

Supplier Agreement that any Receivable is an Eligible Receivable, such Person shall be

deemed to have represented and warranted as to the matters set forth in clause (xviii) or

the definition of "Eligible Receivable" to the knowledge or such Person.

(g) "Eligible Supplier": a Person that:

(i) is not an Affiliate of the Borrower or the New OEM;

(ii) is a party to an Underlying Contract;

(iii) has been designated by the New OEM as an "Eligible Supplier" in

a written notiee to the Servicer for participation in the Program;

(iv) is not an Ineligible Supplier; and

(v) is (A) a party to a Supplier Agreement, and (B) not in breach of

default of any of the representations, warranties or covenants of

such Supplier Agreement;

provided that, in the context of any representation or warranty made by the

a Person in, or pursuant to, any Supplier Agreement that such Person is an Eligible

Supplier, such Person shall be deemed to have represented and warranted as to the

matters set forth in clause (iii) of the definition of "Eligible Supplier" to the knowledge of

such Person.

(h) "Executive Order 13324" means Executive Order No. 13224, cl'fective

as of September 24,2001 and relating to Blocking Property and Prohibiting Transactions

With Persons Who Commit, Threaten to Commit or Support Terrorism, 66 Fed. Reg.

49079 (2001).

-5-
(i) "Governmental Authority": any nation or government, any state or

other political subdivision thereof, any agency, authority, instrumentality, regulatory

body, court, central bank or other entity exercising executive, legislative, judicial, taxing,

regulatory or administrative functions of or pertaining to government, any securities

exchange and any self-regulatory organization.

U) "Immediate Pay Receivable": any Purchased Receivable with respect to

which the selling Eligible Supplier has elected uuder the corresponding Supplier

Agreement to be paid the Purchase Price at or immediately following the sale of such

Purchased Receivable to the Borrower (i.e., Payment Option 1 under the Supplier

Agreement).

(k) "Ineligible Person": any Person that:

(i) is named, identified, described on or included on (A) the list or

Speeially Designatcd Nationals promulgated by OFAC rrom time

to time or (B) any blocked persons list, designated nationals lists,

denied persons list entity list debarred party list, unverified list,

sanctions list or other list of Persons with whom United States

Persons may not conduct business, including lists published or

maintained by the United States Department of Commerce and

lists published or maintained by the United States Department of

State;

(ii) is subjeet to the provisions of, or owned or controllcd by or acting

for or on behalf of any Person that is subject to the provisions or,

Executive Order 13324;

(iii) commits, threatens or conspires to commit or threaten "terrorism"

(as defined in Executive Order 13324);

(iv) is subject to trade restrictions under United States law, including,

but not limited to, the International Emergency Economic Powers

Act, 50 U.S.c. §§ 1701 et seq., the Trading with the Enemy Act,

50 U.S.C. App. 1 et seq., the foreign assets control regulations of

UST (31 c.P.R. Subtitle 13, Chapter Y, as amended) or any

enabling legislation or executive order relating thereto, or

regulations promulgated thereunder (including Executive Order

13224 and the USA PATRIOT Act); or

(v) is an Affiliate of or affiliated with any Person listed above;

provided, that, in the context of any representation or warranty made by

the New OEM or the Borrower in, or pursuant to, any Transaction Document that any

Person is an Eligible Supplier or is not an Ineligible Supplier, the New OEM or the

Borrower (as the case may be) shall be deemed to have represented and warranted as to

the matters set forth in the definition of "Ineligible Person" to the knowledge of the New

OEM and the Borrower.

-6-
(I) "Ineligible Supplier": any Person:

(i) that is an Ineligible Person; or

(il) as to which UST has notified the New OEM, the Borrower and the

Servicer, in its capacity as servicer for the Borrower, in writing

that UST has determined, after reasonable consultation with the

Borrower and the New OEM, that such Person is not eligible for

participation in the Program; provided, that such determination

shall ultimately rest with UST 111 its sole discretion,

notwithstanding any consultation with the Borrower or New OEM.

(m) "Insolvency Event" means, with respect to a specified Person:

(i) the commencement of any case, proceeding or other action by such

Person (A) under any existing or future law of any jurisdiction,

domestic or foreign, relating to bankruptcy, insolvcncy,

reorganization or relief of debtors, seeking to have an order for

relief entered with respect to it, or seeking to adjudicate it banhupt

or insolvent, or seeking reorganization, arrangement, adjustment,

winding-up, liquidation, dissolution, composition or other relief

with respect to it or its debts, or (B) seeking appointment of a

receiver, trustee, custodian, conservator or other similar official for

it or for all or any substantial part of its assets; or

(ii) the commencement against such Person of any case, proceeding or

other action of a nature referred to in clause (1) above that (A)

results in the entry of an order for relief or any such adjudication or

appointment or (B) remains undismissed or undischarged for a

period of 90 days; or

(iii) the commencement against such Person of any case, proceeding or

other action seeking issuance of a warrant of attachment,

execution, distraint or similar process against all or any substantial

part of its assets that results in the entry of an ordcr for any such

relief that shall not have been vacated, discharged, or stayed or

bonded pending appeal within 90 days from the entry thereof; or

(iv) such Person taking any action in furtherance of, or indicating its

consent to, approval of, or acquiescence in, any of the acts set forth

in clause (i), (ii), or (iii) above; or

(v) such Person generally not, or being unable to, or admitting In

writing its inability to, pay its debts as they become due; or

(vi) such Person making a general assignment for the benefit or its

creditors.

-7-
(n) "Lien Priority Agreement" means a Lien Priority Agreement between

any Supplier and a creditor of such Supplier in the form attached as Exhibit C to the

Servicing Agreement.

(0) "Maturity Date": April 7, 2010, and any extensions of such date

pursuant to the Credit Agreement.

(p) "OFAC" means the Office of Foreign Assets Control of UST,

(q) "Pay at Maturity Receivable": any Purchased Receivable with respect to

which the selling Eligible Supplier has elected under the corresponding Supplier

Agreement to be paid the Purchase Pricc at the Due Date thereof (i.e" Payment Option 2

under the Supplier Agreement),

(I') "Payment Instruction": as defined in the New Paying Services

Agreement.

(s) "Person": an individual, partnership, corporation, limited liability

company, business trust, joint stock company, trust, unincorporated association, joint

venture, Governmental Authority or other entity of whatever nature,

(t) "Principal Balance" of a Receivable means the face amount of such

Receivable specified in the associated Payment lnstructions,

(u) "Purchase Date" means, with respect to any Eligible Receivable, the date

such Eligible Receivable becomes a Purchased Receivable,

(v) "}>urchase Price": as defined in the Supplier Agreements,

(w) "Purchased Receivables": Eligible Receivables purchased by Borrower

from time to time pursuant to any Supplier Agreement.

(x) "Purchaser": Borrower, in its capacity as the "Purchaser" under any

Supplier Agreement.

(y) "Receivables" means accounts, instruments, documents, contract rights,

general intangibles and chattel paper (as such terms are defined in the Uniform

Commercial Code in effect in the State of New York), and all other forms of obligation

owing to a Supplier by New OEM, whether now existing or hereafter created, that

represent bona fide obligations of New OEM arising out of the Supplier's sale and

delivery of goods or services, together with the Related Security, and with respect to each

of the foregoing, all proceeds thereof.

(z) "Related Security" means, with respect to any Receivable 0) all of the

related Supplier's interest in any merchandise (including returned merchandise) rclating

to any sale giving rise to such Receivable and all of the related Supplier's rights of

reclamation or rights to any administrative expense or priority claim under section

503(b)(9) of Title 11 of the United States Code or otherwise with respect to any

-8-
merchandise relating to any sale giving rise to such Receivable and all administrative

claims related thereto arising as a result of any Insolvency Event with respect to the

account debtor of any such Receivable; (ii) all security interests or liens and property

subject thereto purporting to secure payment of such Receivable; (iii) all tax refunds and

proceeds of insurance with respect thereto; (iv) all guaranties, insurance, other

agreements or arrangements of whatever character from time to time supporting or

securing payment of such Receivable; and (iv) all books, records and other information

relating to such Receivable.

(aa)

Agreement.

"Transaction Documents" has the meaning assigned in the Credit

(bb) "Underlying Contract": a contract (including a purchase order or

invoice) entered into in the ordinary course of business between an Eligible Supplier and

the New OEM pursuant to which the Eligible Supplier is entitled to receive payments

from the New OEM for goods and services provided to the New OEM.

(cc) "USA PATRIOT Act": the Uniting and Strengthening America by

Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 200 J,

Pub. L. 107-56.

-9-
Exhibit L-Form of Servicing Agreement
Execution Version

AMENDED AND RESTATED SERVICING AGREEMENT

between

CITIBANK, N.A.

as ServiceI',

and

CHRYSLER RECEIVABLES SPY LLC, as Purchaser

dated as of September 24, 2009

effective as of June 10,2009
TABLE OF CONTENTS

Pag

ARTICLE I TRANSACTION SUMMARy....................................... 1

ARTICLE II DEFINITIONS 2

Section 2. I Definitions ,.,., , ", " "",."."""",,2

Section 2.2 Other Definitional Provisions 5

ARTICLE III COLLECTIONS , " " , " ,.,., , , .. 6

Section 3,I Col1ateral Account. "".,.",., , " ,.. ",., ", ,.. ,." ,.. " .. ",."",.,.. , 6

Section 3,2 Application of Col1ections and Other Amounts 6

Section 3,3 Reports, ,." ", ..6

ARTICLE IV SERVICING OF RECEIVABLES " , ..""........, 6

Section 4, I Appointment and Duties of the Servicer. 6

Section 4.2 Application of Col1ections and Other Amounts 8

Section 4.3 The System .

Section 4.4 Servicer Fee ..

...........9

. 9

Section 4.5 Servicer Expenses 9

Section 4.6 No Implied Duties; Action Upon Instructions 10

Section 4.7 Limitations on the Servicer's Authority 10

e4
TABLE OF CONTENTS

(cont'd)

Page

ARTICLE V REPRESENTATIONS AND WARRANTIES 1I

Section 5.1 Mutual Representations and Warranties 11

ARTICLE VI COVENANTS II

Section 6.1 Compliance with Laws I I

Section 6.2 Sarbanes-Oxley Act. 11

Section 6.3 Notice of Servicer Breach 11

ARTICLE VII THE SERVICER . .... I I

Section 7.1 Limitation on Liability .. .. 11

Section 7.2 Merger or Consolidation of, or Assumption of Obligations of the

Servicer. 12

Section 7.3 Resignation 12

Section 7.4 Removal By Purchaser .. .. 12

Section 7.5 Indemnity. . 13

ARTICLE VIII SERVICER DEFAULT AND TERMINATION OF SERVICING 13

Section 8.1 Servicer Default 13

Section 8.2 Appointment of Successor . . 14

Section 8.3 Termination 15

ii
TABLE OF CONTENTS

(cont'd)

Page

ARTICLE IX MISCELLANEOUS 15

Section 9.1 Amendments 15

Section 9.2 Notices 15

Section 9.3 No Waiver; Remcdies 16

Section 9.4 Binding Effect; Assignability 16

Section 9.5 Governing Law; Jurisdiction; Etc .16

Section 9.6 Severability 18

Section 9.7 Confidentiality 18

Section 9.8 Construction of the Agreement. .. ...... 18

Section 9.9 Execution in Counterparts 18

Section 9.10 Headings 19

Section 9.11 Power of Attorney 19

Section 9.12 Non-Petition 19

Section 9.13 Public Statements 19

Section 9.14 Limited Recourse 19

Section 9.15 Collateral Assignment. 19

Section 9.16 Lender Inspection Rights 20

iii
TABLE OF CONTENTS

(cont'd)

EXHIBIT A - Form of Servicer Report and Monthly Certificate

EXHIBIT B - Standard Receivables Files Documentation

EXHIBIT C - Form of Lien Priority Agreement

EXHIBIT D - Form of Payment Calculation Report

EXHIBIT E - Power of Attorney

iv

Page
AMENDED AND RESTATED SERVICING AGREEMENT dated as of September

24, 2009 between CITIBANK, N.A. ("Citibank"), as the "Servicer," and CHRYSLER

RECEIVABLES SPV LLC, as the "Purchaser".

Citibank and Purchaser entered into that certain Servicing Agreement (the "Original

Servicing Agreement") dated as of April 7,2009.

The parties hereto agree that the Original Servicing Agreement is amended and restated

in its entirety as follows:

ARTICLE I

TRANSACTION SUMMARY

The following summary of the transaction is intended for general information purposes.

The specifie terms of the transaction are explained in detail elsewhere in this Agreement.

Financing

Purchaser has obtained financing from the United States Department of the Treasury

("UST") for the purchase of Receivables pursuant to the terms of the UST's Auto Supplier

Support Program (the "Program Terms") and has granted the Secured Parties a first priority

security interest in the Receivables and related collateral to secure the financing.

Receivables Sale

The transaction involves the sale from time to time of Receivables by Suppliers to

Purchaser under the terms of the Purchase Agreements.

Servicing

The Servicer will service the Purchased Receivables on behalf of the Purchaser in

accordance with this Agreement, subject to the rights of the Secured Parties under the Loan

Documents.

Reporting

No later than the Business Day next preceding the 15th day of each lllonth. the Servicer

will provide the Purchaser with a Serviccr Report for the preceding Collection Period in

accordance with Section 3.3.

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ARTICLE II

DEFINITIONS

Section 2.1 Definitions. In this Agreement, the following words and phrases

shall have the following meanings unless the context otherwise requires:

"Adverse Claim" means any mortgage, pledge, security interest, hypothecation,

assignment, encumbrance or lien of or on any Person's assets or properties in favor of any other

Person, other than a tax, mechanics' or other lien or encumbrance that attaches by operation of

law.

"Agreement" means tbis Servicing Agreement, as it may beamended from time to time.

"Approved Affiliate" bas the meaning set forth in tbe Paying Services Agreement.

"Business Day" has the meaning set forth in tbe Program Terms.

"Citibank" has the meaning set f01ih in tbe Preamble bereto.

"Collateral Account" has the meaning set forth in tbe Security Agreement.

"Collection Period" means a calendar month; provided that the first Collection Period

began on and included April 7, 2009 and ended on and included April 30, 2009.

"Confidential Information" has the meaning set forth in Section 9.7.

"Contract" means, with respect to any Receivable, any and all instruments, agreements,

invoices, or other writings pursuant to which such Receivable arises or whicb evidence such

Receivable.

"Costs and Expenses" has the mcaning set fortb in the Security Agreement.

"Credit Agreement" mcans the Amended and Restated Credit Agreement effective as of

June 10, 2009 between the UST, as lender, and Purchaser, as borrower (as it may be amended,

modified, supplemented or replaced from time to time).

"Designated Representative" means any of those natural Persons who arc the

Representatives of the Purchaser or Lender, as the case may be, designated as such on the

Schedule of Designated Representatives, as such Schedule of Designated Representatives may be

modified from time to time by the Servicer to reflect notice from the Purchaser or Lender, as the

case may be, advising the Servicer of changes to the Purchaser's or Lender's Designated

Representatives.

"Initial Costs and Expenses" has the meaning set forth in the Shared Fee Letter.

"Insolvency Event" has the meaning set forth in the Program Terms.

"Lender" means UST, or any assignee of UST under the Credit Agreement.

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"Loan Termination Date" shall mean the first date when (a) the Lender has no remaining

commitment to make any Loans, (b) all Collateral has been fully liquidated and Disposed of and

all proceeds thereof, including all amounts on deposit in the Collateral Account, have been

distributed in accordance with Section 5 of the Security Agreement, and (c) all Secured

Obligations as defined in the Security Agreement have been paid in full.

"Losses" means any claims, liabilities, losses, damages, costs or expenses, including

reasonable attorneys' fees and disbursements, other dispute resolution expenses (including

reasonable fees and expenses in preparation for a defense of any investigation, litigation or

proceeding) and costs of collection.

"Minimum ServiceI' Fee" has the meaning set forth in the Shared Fee Letter.

"Other Amounts" means (a) any proceeds of Loans made to the Purchaser pursuant to the

Credit Agreement, and (h) any other amounts (other than Collections) received by thc Purchaser

that are required to be deposited into the Collateral Account in accordance with the Security

Agreement.

"Other Costs and Expenses" means any costs and expenses reimbursable by GM Supplier

Receivable LLC under the Other ServiceI' Agreement.

"Other ServiceI' Agreement" means the Servicing Agreement dated as of April 3, 2009

between Citibank, N.A., as serviceI' and GM Supplier Receivables LLC.

"Paying Services Agreement" means the Paying Services and Supplier Designation

Agreement effective as of June 10,2009 between New OEM and Citibank, including any joinder

agreement thereto executed by an Approved Affiliate.

"Payment Calculation Report" means the report with respect to each Payment Date

(substantially in the form of Exhibit D hereto) to be provided by the Servicer in accordance with

Section 3.3.

"Payment Determination Date" means the first day of each month.

"Payment Instructions" has the meaning set forth in the Paying Services Agreement.

"Person" means any corporation, natural person, firm, joint venture, partnership, limited

liability company, trust, unincorporated organization, enterprise, government or any dcpartment

or agcncy of any government.

"Pool Balance" means, at any timc, the aggregate outstanding Principal Balance of all

Receivables held by the Purchaser at such time.

"Principal Balance" of a Receivable, means the face amount of such Receivable specified

in the associated Payment Instructions.

"Principal Transaction Documents" means this Agreement, the Credit Agreement, the

Paying Services Agreement, thc form of Purchase Agreement and the Security Agreement.

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"Purchase Agreement" mcans each Supplier Purchase Agreement with respect to the

purchase of Receivables by Purchaser from a Supplier.

"Purchased Receivable" means Receivables payable by New OEM or an Approved

Affiliate and purchased by the Purchaser pursuant to the Purchase Agreements.

"Purchaser" has the meaning set forth in the Preamble hereto.

"Receivable" has the meaning set forth in the Program Terms.

"Receivables Files" means all documents, instruments, servicing files, records and

computer-readable media that the Servicer shall keep on file, in accordance with its customary

standards, policies, procedures and practices, relating to a Receivable, but at a minimum shall

include the documents listed on Exhibit B attached hereto.

"Related Security" has the meaning set forth in the Program Terms.

"Representatives" means (i) when used with respect to the Purchaser, each of the

Purchaser's duly authorized rcpresentatives, attorneys, consultants, contractors, advisors,

regulators or auditors, and (ii) when used with respect to Lender, each of Lender's duly

authorized representatives, attorneys, consultants, contractors, advisors, regulators or auditors,

including the Special Inspector General of the Troubled Asset Relief Program, the Comptroller

General of the United States, and their respeetive duly authorized representativeo, attorneys,

consultants, eontraetors, advisors, regulators or auditors.

"Security Agreement" means the Amended and Restated Security Agreement effective as

of June 10, 2009 among, inler alios, Purehaser, as debtor, UST, as Lender, and Citibank, as

eollateral agent.

"Servieer" means Citibank, as servicer of the Purchased Reeeivables, and eaeh

replaeement Servieer (in the same capacity) pursuant to Seetion 8.2.

"Servieer Default" has the meaning set forth in Section 8.1.

"Servicer Monthly Fee" means, with respeet to any Colleetion Period, the produet of

(i) the Servicing Fee Rate and (ii) the average daily Pool Balanee during sueh Collection Period.

"Servieer Report" means the report with respeet to eaeh Colleetion Period (substantially

in the form of Exhibit A hereto) to be provided by the Servieer in accordance with ~eetlQn.J~:2.

"Servieing Fee Payment Date" means the third Business Day immediately following a

Payment Determination Date, eommencing on May 6, 2009.

"Servieing Fee Rate" means 1/12 of 0.25%.

"Shared Fee Letter" means the shared fee letter between Citibank, N.A., as servieer and

each of Purehaser and OM Supplier Reeeivables LLC, dated as of April 3, 2009.

"System" has the meaning set forth in Seetion 4.3.

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"System Criteria" means, with respect to any Receivable, at the time the related Payment

Instruction is given to Citibank by New OEM, that each of the following criteria is satisfied at

such time:

(a) such Receivable is owed to a Supplier that has been designated as an

"Eligible Supplier" by New OEM (or by New OEM on behalf' of an Approved Aff'iliate)

pursuant to the Paying Services Agreement (and Servieer has otherwise not been required

to cease processing Payment Instructions in respect of Supplier in accordance with the

Paying Services Agreement);

(b) the due date for such Reccivable is not later than the earlier of (A) the date

occurring 90 days after the date of its origination as specified in such Payment Instruction

and (B) two Business Days prior to the Maturity Date; and

(c) immediately after giving effect to the purchase of such Receivable by

Purchaser, the Maximum Amount would not be less than zero.

"UST" has the meaning set forth in Article I.

Section 2.2 Other Definitional Provisions.

(a) Capitalized terms used and not otherwise defined in this Agreement are

used as defined in the Credit Agreement or the Program Terms, as applicable.

(b) All terms defined in this Agreement shall have the defined meanings when

used in any certificate or other document made or delivered pursuant hereto unless otherwise

defined therein.

(c) As used in this Agreement and in any certifieatc or othcr document made

or delivered pursuant hereto or thereto, accounting terms not defined in this Agrcernent or in any

such certificate or other document, and accounting terms partly defined in this Agreement or in

any such certificate or other document to the extent not defined, shall have the respective

meanings given to them under generally accepted accounting principles. To the extent that the

definitions of accounting terms in this Agreement or in any such certificate or other document

arc inconsistent with the meanings of such terms under generally accepted accounting principles,

the definitions contained in this Agreement or in any such certificate or other document shall

control.

(d) The words "hereof", "herein", "hereunder" and words of similar import

when used in this Agreement shall refer to this Agreement as a whole and not to any particular

provision of this Agreement; Article, Section, Schedule and Exhibit references contained in this

Agreement are references to Articles, Sections, Schedules and Exhibits in or to this Agreement

unless otherwise specified; and the term "including" and its variations shall be deemed to be

followed by "without limitation".

(c) The definitions contained in this Agreement are applicable to the singular

as well as the plural forms of such terms and to the masculine as well as to the feminine and

neuter genders of such terms.

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(f) Any agreement, instrument or statute defined or referred to herein or in

any instrument or certificate delivered in connection herewith means such agreement, instrumcnt

or statute as from time to time amended, modified or supplemented and includes (in the case of

agreements or instruments) references to all attachments thereto and instruments incorporated

therein; references to a Person are also to its permitted successors and assigns.

ARTICLE III

COLLECTIONS

Section 3.1 Collateral Account. All Collections shall hc credited to the

Collateral Account in accordancc with the Sccurity Agreement.

Section 3.2 Application of Collections and Other Amounts. Subject to the

terms of the Security Agreement and the rights of the Secured Parties thereunder, the Servicer on

behalf of the Purchaser shall· cause all Collections and all Other Amounts to be applied in

accordance with Section 4.2 below.

Section 3.3 Reports. The Servicer will provide the Purchaser and Lender,

either in writing or electronically, with a Servicer Report, containing information pertaining to

the Receivables with respect to each Collection Period no later than II :00 a.m. (New York City

time) on the Business Day next preceding the 15th day of the month following the end of such

Collection Period. In addition, the Servicer shall deliver to the Purchaser and Lender, either in

writing or electronically, with each Servicer Report, an officer's certificate of thc Servicer in

substantially the form of Exhibit A hereto, dated as the date of the ServiceI' Report, stating that

(i) a review of the activities of the Servicer during the period since the preceding such certificate

(or with respect to the first such certificate, such period as shall have elapsed from the start of the

first Collection Period to the date of such certificate) and of its performance under this

Agreement has been made under such officer's supervision and (ii) to the best of such officer's

knowledge, based on such review, the Servicer has fulfilled all its obligations under this

Agreement throughout such period or, if there has been a default in the fulfillment of any such

obligation, specifying each such default known to such officer and the nature and status thereof.

In addition, the Servicer will provide the Purchaser and the Lender, cither in writing or

electronically, with each Payment Calculation Report when required by the Security Agrecmcnt.

ARTICLE IV

SERVICING OF RECEIVABLES

Section 4.1 APpointment and Duties of the Servicer. The Purchaser hereby

appoints Citibank as the Servicer and Citibank accepts such appointment. The Servicer, for the

benefit of the Purchaser, shall manage, service, administer and make collections on the

Receivables and Collections, which duties shall ineIude collection and posting of all payments,

responding to inquiries of Suppliers, monitoring the Collateral Aecount, processing Payment

Instructions and delivering Payment Notifications, accounting for collections and furnishing

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monthly statements to the Purchaser with respect to collections and remittances, in each case, as

provided in this Section 4.1.

(a) The Servicer shall makc reasonable efforts to collect all payments called

for under the terms and provisions of the Receivables and Collections as and when the

same shall become due and shall follow such collection standards, policies, procedurcs

and practices as are used by servieers of comparable automotive rcceivables (but in all

events at least the collection standards, policies, procedures and practices it follows with

respect to all comparable automotive receivables that it services for itself or othcrs

(provided that nothing herein shall constitute, and shall not be construed to be, a

guarantee by the Servicer that sufficient funds will be available on each applicable

payment date to satisfy the Purchaser's payment obligations or a guarantee by the

Servicer of the timely performance of the Purchaser's payment obligations)). The

Servicer shall submit borrowing requests on behalf of Purchaser pursuant to the Credit

Agreement. To the extent any Collections or Other Amounts are paid to the ServiceI',

the Servicer shall promptly (and in any event within 2 Business Days) remit the same to

the Collateral Account.

(b) The Servicer shall pcrform the duties specifically delegated [0 thc ServiceI'

in this Agreement and the duties on behalf of the Purchaser, if any, to be performed by

Servicer in the Security Agreemcnt (and the Servicer shall havc no obligation to

perform any other duties other than as specified herein or therein).

(c) The Servicer shall negotiate with the lenders and other secured parties of

the Suppliers and, if applicable, the Purchaser shall enter into such intercreditor or other

arrangements with such other secured parties substantially on the terms of the Lien

Priority Agreement in the form attached hereto as Exhibit C, or such other form as the

Servicer and the Purchaser may reasonably determine, subject to obtaining Lender's

consent to any such other form. In furtherance of the foregoing, the Servicer shall

conduct lien searches, inclUding UCC lien searches, against participating Supplicrs in

accordance with its customary standards, policies, proccdures and practices.

(d) The Servicer shall negotiate with the participating Suppliers identificd by

New OEM (or by New OEM on behalf of an Approved Affiliate) pursuant to thc Paying

Services Agreement, and Purchaser shall enter into a Purchase Agreement with each

Participating Supplier substantially on the terms of the Purchase Agreement in the form

attached as Exhibit F to the Credit Agreement, or such other form as the Servicer and

the Purehaser may reasonably determine, subject to obtaining Lender's consent to any

such other form.

(el The ServiceI' shall consult with the Purchaser, Lender or such other

Persons at sueh times as may be reasonably requested by Purchaser Or [,cnder in

conneetion with the transactions contemplated hereby.

(f) The Servicer shall authorize and file such Uniform Commercia] Code

financing statements and cause to be authorized and filed such Uniform Commercial

Code continuation statements, and all other filings in any jurisdiction, all in such

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manner and in such plaees as may be required by law to preserve. maintain and proteet

the first priority interest of the Purchaser in the Receivables and Collections and in the

proceeds thereof, and deliver (or cause to be delivered) to the Purchaser file-stamped

copies of, or filing receipts for, any document filed as provided abovc, as soon as

available following such filing. The Servicer shall, in accordance with its customary

servicing procedures, take such steps as are reasonably necessary to maintain perfection

and first priority of the security interest created in respect of each Purehased

Receivable, Collections and in the Related Security.

(g) The Servicer shall maintain the Receivahles Files, accounts and records as

to each Purchased Receivable accurately and in sufficient detail to permit (i) the readcr

thereof to know at any time the status of such Receivable, including paymcnts made and

payments owing (and the nature and amount of each) and (ii) reconciliation between

payments on (or with respect to) each such Receivable and the amounts from time to

time deposited in the Collateral Account in respect of such Receivable.

(h) The Servicer shall maintain its computer systems so that, at all times, from

and after the time of sale under the Transaction Documents of the Purchased

Receivables, the Servieer's master computer records (including any backup archives)

that refer to a Receivable shall indicate clearly the respective interests of the Purchaser

and Secured Parties in such Receivable and that such Receivable is owned by thc

Purchaser subjcct to the security interest of the Secured Parties.

(i) The Servicer shall permit, upon receipt of reasonable prior notice from the

Purchaser, the Lender or their respecti ve Representatives, at the Purchaser's cost, the

Purchaser, the Lender and their respective Representatives at any time during normal

business hours to inspect, audit and make copies of and abstracts from the Servicer's

records regarding any Purchased Receivable and Collcctions.

U) The Servicer shall furnish to the Purchaser and Lendcr cach ServiceI'

RepOit and each Payment Calculation Report as required by Section 3.3, and, promptly

from time to time, furnish to the Purchaser and Lender such other information,

documents, records or reports owned or controlled by the Servicer respecting the

Purchased Receivables as the Purchaser or its Representatives or the Lender may from

time to time reasonably request.

All services and obligations of the Servicer under this Agreement shall be performed by the

Servicer using the level of care, skill and attention comparable to customary and usual standards

of practice of servicers of comparable automotive receivables (but in all events at least the levcl

of care, skill and attention that it exercises with respect 10 all comparable automotive receivables

that it services for itself and others and in compliance with all applicable laws and regulations).

Section 4.2 Almlication of Collections and Other Amounts. ServiceI' on behalf

of the Purchaser shall make the payments contemplated from time to time by Section 5 of the

Security Agreement.

8
Section 4.3 The System. To facilitate the servlcmg of the Receivables as

provided herein, the Servicer intends to utilize one or more computerized settlement systems,

including related services, equipment and software (collectively, the "System") provided by the

Servicer. The Servicer will promptly (and in any event within one Business Day) of its

knowledge of the occurrence of any Insolvency Event with respect to New OEM, restrict New

OEM from uploading any new Payment Instructions to the System. In addition, the Serviccr

agrees that is will use commercially reasonably efforts to maintain the System parameters so

that the System only accepts Receivables satisfying the System Criteria as of the time the

related Payment Instruction is delivered. The Purchaser acknowledges and agrees that: (i) the

Servicer does not represent or warrant that the System will be error-free; (ii) the foregoing does

not constitute, and shall not be construed to be, a guarantee by the Servicer that all Receivables

accepted by the System will constitute Eligible Receivables; and (iii) there will be downtime

from time to time when the System cannot be accessed (provided that Servicer shall give prior

notice to Purchaser as early as reasonably practical upon knowledge of any scheduled

downtime). The Servicer agrees to use commercially reasonable efforts to promptly remedy

any System downtime.

Section 4.4 Servicer Fee.

(a) The Purchaser agrees to pay to the Servieer the ServiceI' Monthly Fee. On

each Servicing Fee Payment Date, the Purchaser shall remit to the Servicer the Servicer Monthly

Fee by wire transfer, in immediately available funds and without deduction, sel-off or

counterclaim, to such bank or to such account as is specified by the Servicer. In addition, on the

date of termination of this Agreement or earlier resignation or removal of Citibank as Servicer

hereunder, if such date would otherwise not be a Servicing Fee Payment Date, Purchaser shall on

such date pay to Citibank all accrued and unpaid Monthly Servicer Fee through such datc. The

Servicer Monthly Fee shall not be refundable in whole or in part in any circumstances. The

Purchaser acknowledges and agrees that the Servicer may, on behalf of the Purchaser, submit to

the Collateral Agent each invoice for payment of its Servicer Monthly Fee due hereunder;

provided that Servicer shall provide copies of all such invoices to the Purchaser.

(b) On the Loan Termination Date (or the date of any earlicr termination of

this Agreement or removal of Servieer pursuant to Section 7.4), the Purchaser shall pay to the

Servieer the Minimum Servieer Fee, if any, in accordance with the Shared Fee Letter.

Section 4.5 Servicer Expenses.

(a) Subject to clause (b) below, the Purchaser shall be required to payor

reimburse the Servicer for all Costs and Expenses incurred by Servicer in connection with its

activities hereunder, including, without limitation, the SOW Amount (as such term is defined in

the Statement of Work dated September 24, 2009 by and among Servicer, Purchaser and New

OEM) and all other reasonable fees and disbursements of independent accountants, legal counsel

(including the reasonable fees and expenses of Milbank, Tweed, Hadley & McCloy LLP, special

New York counsel to Citibank, in connection with the preparation, negotiation, execution,

delivery and administration of this Agreement and the other Transaelion Documents), any laxes

imposed on the ServiceI' (but specifically excluding all state, local, and federal taxes measured by

the income of the Servicer). The Purchaser acknowledges and agrees that the Servieer may, on

9
behalf of the Purchaser, submit to the Collateral Agent from timc to time invoices for payment of

any Costs and Expenses due to hereunder; provided that Serviccr shall provide copies of all such

invoices to the Purchaser.

(b) In the case of any Initial Costs and Expenses, Purchaser shall only be

responsible to pay such amounts to the extent set forth in the Shared Fee Letter. In the case of

any Costs and Expenses incurred after the datc hereof, Servicer agrees that it will allocate Costs

and Expenses relating to this Agreement and Other Costs and Expenses on a fair and nondiscriminatory basis.

Section 4.6 No Implied Duties; Action Upon Instructions. Thc Scrviccr shall

not have any duties or obligations except those expressly set forth herein. Without limiting the

generality of the foregoing, the Servicer shall be obliged to perform such duties and only such

duties as are specifically set forth herein, and no implied duties or rcsponsibilities shall be read

or implied into this Agreement against the Scrvicer. Notwithstanding any othcr provision

elsewhere containcd in this Agreement, the Scrviccr shall have no duties or obligations

hereunder to any Person or entity other than the Purchaser and, except as expressly provided

herein, UST, and, without limiting the foregoing, does not assume any obligation or

relationship of agency or trust hereunder for, or with, Purchascr, OEM, Ncw OEM any

Approvcd Affiliate, UST, Suppliers, or any other Persons. Nothing hcrein shall limit thc

obligations of Citibank under any other agreement it may have with the UST or any other

Person. The Servicer shall be deemed to have received proper instructions with respect to the

Receivables and Related Security upon its receipt of written instructions signed by an officcr of

the Purchaser (or the Collateral Agent pursuant to an exercise of rights under thc Security

Agreement), and shall be entitled to rely on any such instructions without independent

investigation in determining that such documents arc authorized and permittcd hereunder.

Notwithstanding anything herein to the contrary, upon the occurrence and during the

continuance of any Insolvency Event with respect to New OEM, the Serviccr shall not shall not

be obligated to take any legal or other action hereunder which might in its reasonable judgment

involve or cause it to incur any cost or expense or otherwise incur the risk of any financial

liability (other than as a result of its own negligence, bad faith, willful misconduct or fraudulent

action) if it shall have reasonable grounds for believing that repayment of such funds or

adequate indemnity against such risk or liability is not reasonably assured to it.

Section 4.7 Limitations on the Servicer's Authority. The Servicer has no

authority to and will not:

(a) except as provided herein, sell, assign (by operation of law OJ" otherwise)

or otherwise dispose of, or create or suffer to exist any Adverse Claim upon or with

respect to any Purchased Receivables or Collections or assign any right to receive income

in respect thereof; or

(b) amend, compromise, discount, or otherwise modify the terms of any

Purchased Receivable, or amend, modify or waive any term or condition of any Contract

related thereto.

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ARTICLE V

REPRESENTATIONS AND WARRANTIES

Section 5.1 Mutual Representations and Warranties. Each of the Purchaser

and the Servicer represents and warrants as follows: (i) it is validly existing and in good

standing and has the power to enter into and perform, and has all necessary authorizations ror the

entry into, performance and delivery of, this Agreement and the transactions contcmplatcd by

this Agreement; (ii) this Agreement constitutes its legal, valid and binding obligation,

enforceable in accordance with the Agrcement's terms; and (iii) its exccution, dclivcry and

performance of this Agreement does not contravene its constitutive documents or any contract

binding on or affecting it or any of its properties, does not violate any applicable law, regulation

or order, and does not require any notice, filing or other action to or by any governmental

authority.

ARTICLE VI

COVENANTS

Section 6.1 Compliance with Laws. The Servicer shall comply in all material

respects with all laws applicable to the Servicer, its business and properties.

Section 6.2 Sarbanes-Oxley Act. The ServiceI' shall ensure that the operation

of its business, including the System, remains compliant with Section 404 of the SarbanesOxley Act of 2002.

Section 6.3 Notice of Servieer Breach. The Servicer shall give Purchaser and

Lender prompt written notice or its knowledge of any event that with the giving of notice or

lapse of time would constitute a Servicer Default.

ARTICLE VII

THE SERVICER

Section 7.1 Limitation on Liability.

(a) Tbe Servicer shall be entitled to rely on any communication sent by

the Purchaser, Lender, Collateral Agent or their respeetive Designated Representatives or any

Supplier, irrespeetive of any error or fraud eontained in the communication or the identity of the

individual who sent the communication, and shall not be liable for any action taken or omitted in

reliance on any notice, direction, consent, certificate, affidavit, statement, designation or other

paper or document reasonably believed by it to be genuine and to have been duly and properly

signed or presented to it by the Purchaser, Lender or its Designated Representatives or Supplier.

(b) Except for liabilities to third parties relating to derense and

indemnification obligations hereunder, neither the Purchaser nor the Servicer shall be liable to

11
the other or responsible for any loss of business or profits, revenue or goodwill, or any indirect or

consequential, speeial, exemplary or punitive losses or damages, whether arising from

negligence, breach of contract or otherwise, even if informed of the possibility of those losses or

damages.

(c) The Servicer shall not be liable for any Losses arising out of or relating to

any of its aetions or omissions to act hereunder, except to the extent that such Losses are caused

by the negligence, bad faith, willful misconduct or fraudulent action of ServiceI'.

(d) Neither the Servicer nor the Purchaser shall be deemed to be in default of

any of the obligations required to be performed by it under this Agreement to the exlent that

performance thereof is delayed, hindered or becomes impossible because of any act of God or

public enemy, hostilities, war (declared Or undeclared), guerilla aetivities, terrorist activities, act

of sabotage, blockade, earthquake, flood, landslide, avalanche, tremor, ground movement,

hurricane, storm, explosion, lire, labor disturbance, riot, insurrection, strike, sickness, accident,

civil commotion, epidemic, aet of government or its agencies or officers, power interruption or

transmission failure or any other cause beyond the reasonable control of such Person.

Section 7.2 Merger or Consolidation of, or Assumption of Obligations of the

ServiceI'. Subject to the Servicer's obtaining the prior written consent of the Purchaser and

Lender pursuant to Section 9.4 hereof, any Person (a) into which the Servicer may be merged or

consolidated, (b) which may result from any merger or consolidation to which the Servicer shall

be a party or (c) which may succeed to the properties and assets of the Servicer substantially as a

whole, which Person in any of the foregoing cases executes an agreement of assumption to

perform every obligation of the Servicer, under this Agreement, shall bc the successor to the

Servicer, hereunder without the execution or filing of any document or any further act by any of

the parties to this Agreement.

Section 7.3 Resignation. The Servicer may resign as sen'icer hereunder at any

time for any reason by written notice to the Purchaser and Lender; provided that no resignation

of the Servicer shall be effective until the Purchaser (with Lender's consent) shall have appointed

a successor servicer in accordance with Section 8.2 below. The expense reimbursement and

exculpation provisions provided to the Servicer hereunder shall survive its resignation or

removal under this Agreement with respect to any liabilities or expenses to the extent incurred or

arising, or relating to events oecurring, before such resignation or removal. All reasonablc costs

and expenses (including attorneys' fees) ineUlTed in connection with transferring the servicing

duties to the successor Servicer and amending this Agreement to reflect such succession as

Servicer, shall be paid by the predecessor ServiceI'.

Section 7.4 Removal By Purchaser. The Purchaser (with the consent of

Lender) shall have the right at any time by notice in writing to the ServiceI' to terminate all the

rights and obligations of the ServiceI' under this Agreement, provided that no such termination

shall be effective until payment in full to the Servicer of all accrued Costs and Expenses and

accrued and unpaid Monthly Servicer Fee and, if applicable, Minimum ServiceI' Fee, payable to

the Servicer hereunder, following which all authority and power of the ServiceI' under this

Agreement, whether with respect to the Receivables, Related Security, Other Amounts and

Collections or otherwise, shall, without further action, pass to and be vested in such successor as

12
the Purehaser (with the eonsent of Lender) may appoint. All reasonable eosts and expenses

(including attorneys' fees) incurred in eonnection with transfen'ing the servicing duties to such

successor and amending this Agreement to reflect such succession shall be paid by the

Purchaser.

Section 7.5 Indemnity. The Purehaser shall indemnify the ServiceI' and each

of its Related Parties (each sueh Person bcing called an "Indemnitee") against, and hold each

Indemnitee harmless from, any and all Losses incurred by any Indcmnitee or asserted against any

Indemnitee by any third party arising out of, in connection with, or as a result of (i) the execution

or delivery of this Agreement, or any agreement or instrument contcmplated hereby or thereby,

the performance by the parties hereto of their respective obligations hereunder or thereunder or

the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or the use or

proposed use of the proceeds therefrom, or (iii) any actual or prospective claim, litigation,

investigation or proceeding relating to any of the foregoing, whether based on contract, tort or

any other theory, whethcr brought by a third party or by the Purchaser or any of its Affiliates and

regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not,

as to any Indemnitee, be available to the extent that such Losses are detcrmined by a court of

competent jurisdiction by final and nonappealable judgmcnt to have resultcd from the

negligence, bad faith, willful misconduct or fraudulent action of such Indemnitee.

ARTICLE VIII

SERVICER DEFAULT AND TERMINATION OF SERVICING

Section 8.1 ServiceI' Default. If anyone of the following events (a "ServiceI'

Default") shall occur and be continuing:

(a) Any failure by the ServiceI', duly to observe or to perform in any material

respect any covenants or agreements of the ServiceI' set forth in this Agreement (except

as provided in clauses (c) and (d) below), which failure shall continue unremedied for a

period of 15 Business Days after (A) the date on whieh written notice of such failure,

requiring the same to be remedied, shall have been given to the ServiceI' or (B) the

ServiceI' shall have discovered (or should reasonably have been expected to have

discovered) such failure; or

(b) any failure by Citibank, duly to (i) observe or to pelfonn in any material

respect any covenants or agreements of Citibank set forth in the Paying Services

Agreement or (ii) observe or perform any covenant or agreement of Citibank in one or

more Purchase Agreements which failure is reasonably likely to have a material adverse

effect on the Purchaser or Lender, that in the case of each of (i) and (ii), shall continue

unremedied for a period of five Business Days after (Al the date on which written notice

of such failure, requiring the same to be remedied, shall have been given to Citibank or

(B) Citibank shall have discovered (or should reasonably have been expected to have

discovered) such failure; or

13
(c) any failure by the Servicer to deliver any Scrvicer Report or Payment

Calculation Rcport at the time required by Section 3.3 and such failure continues

unremedied for a period of five Business Days after the required delivery date therefor; or

(d) any failure by the Servicer to deposit into the Collateral Account any

proceeds or payment required to be so delivered under the terms of this Agreemcnt or to

properly apply any funds in the Collateral Account in accordance with the terms of this

Agreement that, in each case, continues unremedied for a period of three Business Days

after (A) the date on which written notice of sueh failure, requiring the same to be

remedied, shall have been given to the Servicer or (B) the Servicer shall have diseovered

(or should reasonably have been expeeted to have diseovered) sueh failure; or

(e) the occurrenee of an Insolveney Event with respeet to the Servieer,

then, and in each and every case, so long as the Servicer Default shall not have been remedied,

the Purehaser by notiee then given in writing to the Servicer may tcrminate all the ri.ghts and

obligations of the Servicer under this Agreement, provided that the Servicer Default shall occur

automatically without such notice upon the occurrence of the event described in clause (<;1 above

unless the Purchaser otherwise directs at such time. On or after the receipt by the Servieer of

such written notice (or automatic occurrence) all authority and power of the Servicer under this

Agreement, whether with respect to the Receivahles, Related Security and Collections or

otherwise, shall, without further action, pass to and be vested in such successor Servicer as may

be appointed by the Purchaser; provided, however, that such successor Servicer shall have no

liability with respect to any obligation that was required to be performed by the terminated

Servicer prior to the date that such successor Servieer becomes the Servicer or any claim of a

third party based on any alleged action or inaction of the tcrminated Servicer; and, wi [hout

limitation, the Purchaser is hereby authorized and empowered to cxecute and deliver, for the

benefit of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documcnts and

other instruments, and to do or accomplish all other acts or things necessary or appropriate to

effect the purposes of such notice of termination, whether to complete the transfer and

endorsement of the Receivables and related documents or otherwise. The predecessor Servicer

shall cooperate with the successor Servicer and the Purchaser in effecting the termination of the

responsibilities and rights of the predecessor Servicer under this Agreement. All rcasonable

costs and expenses (including attorneys' fees) incurred in connection with transferring the

servicing duties to the successor Servicer and amending this Agrecment to reflect such

succession as Servicer, shall be paid by the predecessor Servicer.

Section 8.2 Appointment of Successor.

(a) Upon the Servicer's receipt of notice of termination pursuant to

Section 8.1 or the Servicer's resignation in accordance with the terms of this Agreement, the

predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in

the case of termination, only until the date specified in snch termination notice or, if no such date

is specified in a notice of termination, until receipt of such notice and, in the case of resignation,

until the later of (i) the date 90 days from the delivery to the Purchaser of written notice of such

resignation (or written confirmation of such notice) in accordance with the terms of this

Agreement and (ii) the date upon which a successor Scrvicer shall have accepted its appointment

14
hereunder. In the event of the Servicer's termination or resignation hereunder, the Purchaser,

shall appoint a successor Servicer, and the successor Servicer shall accept its appointment by a

written assumption in form acceptable to the Purchaser. If the Purchaser shall fail to appoint

such successor within 90 days after notice of resignation or removal, as thc case may be, then the

Servicer may petition any court of competent jurisdiction for the appointment of such successor

at the sole cost and expense of the Purchaser.

(b) Upon appointment, the successor Servicer shall be the successor in all

respects to the predecessor Servicer and shall be subject to all the responsibilities, duties and

liabilities arising thereafter relating thereto placed on the predecessor Servicer and shall be

entitled to the Servicer Monthly Fee and all the rights granted to the predecessor Scrviccr by the

terms and provisions of this Agreement.

Section 8.3 Termination. This Agreement shall terminate on the Loan

Termination Date; provided that, all confidentiality, expense reimbursement, indemnity

obligations and all limitation of liability provisions contained in this Agreement shall survive and

remain in full force and effect notwithstanding termination of this Agreement.

ARTICLE IX

MISCELLANEOUS

Section 9.1 Amendments. This Agreement may only be amended, waived or

otherwise modified, pursuant to a written amendment or waiver, as applicable, duly executed by

each of the parties hereto. All amendments and waivers to this Agreement must be in writing

and signed by or on behalf of each of the parties hereto.

Section 9.2 Notices. All communications, notices, requests, consents and

demands to or upon the respective parties hereto to be effective shall be in writing (including by

telecopy or other electronic mail transmission) and, unless otherwise expressly provided herein,

must be delivered by messenger, overnight courier service, telecopy or electronic mail, and shall

be deemed to have been duly given or made when delivered, or notice by electronic mail

transmission, or, in the case of telecopy notice, when received, addressed as follows or to such

other recipient or address as may be hereafter notified by the respective parties hereto:

Purchaser:

Servicer:

Chrysler Receivables SPY, LLC

clo Chrysler Group LLC

1000 Chrysler Drive

Auburn Hills, MI 48326

Attn.: General Counsel

CIMS 485-14-78

Telecopy:

Telephone:

Email:

Citibank, N.A.

15
388 Greenwich Street, 25th Floor

New York, NY 10013

Attn: Deborah Bennett

Phone: 212-816-7019

Fax: 212-816-2265

Section 9.3 No Waiver; Remedies. No failure on the part of the Serviccr or the

Purchaser, respectively, to exercise, and no delay in exercising, any right hereunder or undcr the

Transaction Documents or any related document shall operate as a waiver thereOf; nor sllall any

single or partial exercise of any right hereunder preclude any other or further exercise thereof or

the exercise of any other right. The remedies herein provided are cumulative and not exclusive

of any remedies provided by law.

Section 9.4 Binding Effect; Assignability. This Agreement shall be binding

upon, and inure to the benefit of, the Servicer and the Purchaser and their respecti ve successors

and assigns, except that no party hereto shall have the right to assign any interest herein unless

such assignment is previously consented to in writing by the other party and, in the case of an

assignment by the Servicer, Lender. Such an assignment with such conscnt and satisfaction, if

accepted by the assignee, shall bind the assignee hereunder in the same manner as thc Servicer is

bound hereunder. Notwithstanding the foregoing, this Agreement may be assigned by the

Servicer with the consent of the Purchaser and Lender (in each case, not to be unrcasonably

withheld or delayed) to (a) a corporation or other organization that is a successor (by merger,

consolidation or purchase of assets) to the Servicer or (b) any affiliate of the Servicer; provided

that in each case, such successor organization executes and delivers to the Purchaser an

agreement in which such corporation or other organization agrees to be bound hereunder by the

terms of said assignment in the same manner as the Servicer is bound hereunder. For purposes

of clarity, a name change of the Servicer is permitted hereunder as long as the Servicer gives the

Purchaser notice of such name change.

Section 9.5 Governing Law; Jurisdiction; Etc.

(a) GOVERNING LAW. THIS AGREEMENT SHALL BE

GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF

THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS AND

REMEDIES OF THE PARTIES HEREUNDER WILL BE DETERMINIW IN

ACCORDANCE WITH SUCH LAWS.

(b) SUBMISSION TO JURISDICTION. EACH PARTY HERETO

IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS

PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF

THE STATE OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN

AND ANY UNITED STATES DISTRICT COURT LOCATED IN THE BOROOGH

OF MANHATTAN, AND ANY APPELLATE COURT THEREOF, IN ANY ACTION

OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR

ANY OTHER TRANSACTION DOCOMENT, OR FOR RECOGNITION OR

ENFORCEMENT OF ANY JODGMENT, AND EACH OF THE PARTIES HERETO

IRREVOCABLY AND ONCONDITIONALLY AGREES THAT ALL CLAIMS IN

16
RESPECT OF ANY SUCH ACTION OR PROCEEDING MAYBE HEARD AND

DETERMINED IN SUCH NEW YORK STATE COURT OR, TO nm FULLEST

EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT.

EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN

ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAYBE

ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN

ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT

OR IN ANY OTHER TRANSACTION DOCUMENT SHALL AFFECT ANY RIGHT

THAT THE PURCHASER MAY OTHERWISE HAVE TO BRING ANY ACTION

OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER

TRANSACTION DOCUMENT AGAINST THE SERVICER OR ITS PROPERTIES

IN THE COURTS OF ANY JURISDICTION.

(e) WAIVER OF VENUE. EACH PARTY HERETO

IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST

EXTENT PERMITTED BY APPLICABLE LAW, ANY OB,JECnON THAT IT MAY

NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION

OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR

ANY OTHER TRANSACTION DOCUMENT IN ANY COURT REFERRED TO IN

CLAUSE (b) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY

IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY

APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE

MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

(d) SERVICE OF PROCESS. EACH PARTY HERETO

IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER

PROVIDED FOR OTHER NOTICES HEREIN. NOTHING IN THIS AGREEMENT

WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN

ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

(e) WAIVER OF ,JURY TRIAL. EACH PARTY HERETO

HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED

BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN

ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY AnJSING OUT OF OR

RELATING TO THIS AGREEMENT OR ANY OTHER TRANSACTION

DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR

THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER

THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO

REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS

REPRESENTED, EXPRESSI_Y OR OTHERWISE, THAT SUCH OTHER PERSON

WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE

FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER

PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS

AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS BY, AMONG

OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICAnONS IN THIS

SECTION.

17
Section 9.6 Severability. Any provision of this Agrcement that is prohibited or

unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffectivc to the cxtent of such

prohibition or unenforceability without invalidating the remaining provisions hereof, and any

such prohibition or unenforceability in any jurisdiction shall not invalidatc or rcnder

unenforceable such provision in any other jurisdiction.

Section 9.7 Confidentiality. Each of the Servicer and the Purchaser agrees to

maintain the confidentiality of any Confidential Information (as defined below) of the other party

to which it has access under the System or otherwise under this Agreement, and to use such

Confidential Information only for the purposes of exercising its rights and performing its

obligations under this Agreement, and not for its own personal gain or benefit. "Confidential

Information" shall mean information of a party that the other party knows or reasonably should

know to be confidential to such first party: provided, however, that the term docs not include any

information that the receiving party can demonstrate, by clear and convincing evidence: (i) to be

part of the public domain without any breach of this Agreement by the receiving party; (ii) to be

or to become generally known to the general public or organizations engagcd in the same or

similar businesses as the receiving party on a non-confidential basis, through no wrongful act of

such party; (iii) to be known by the receiving party prior to disclosure to it hcreunder without any

obligation to keep it confidential; (iv) to be disclosed to it by a third party which, to the best of

the receiving party's knowledgc, is not required to maintain the infonnation as proprietary or

confidential; (v) to be independently developed by the receiving party without reference to

Confidential Information of the other pm1y; or (vi) to be the subject of a written agreement

whereby the other party consents to the disclosure of such Confidential Information on a nonconfidential basis. Notwithstanding the foregoing, (a) either party may disclose Confidential

Information obtained from the other party to (i) the disclosing party's Representatives, to thc

Lender and to the Lender's Representatives so long as the recipient of Conl'idential Information

so disclosed receives the Confidential Information subject to the restrictions of this ,ses;J,jS111 92

and (ii) any authority of competent jurisdiction if disclosure is requircd pursuant to a court order

or instruction of any regulatory or supervisory authority having jurisdiction over it, provided that

prior to any disclosure under this clause (ii) the disclosing party shall have given the other party

prompt notice thereof (unless it has a legal obligation to the contrary) so that the other party may

seek a protective order or other appropriate remedy to prevent disclosure and (b) Citibank may

(i) disclose the structure of the UST Auto Supplier Support Program or any Program Terms or

(ii) furnish copies of the forms of the Principal Transaction Documents to any Supplier and such

Supplier's lenders or secured parties in connection with the transactions contemplated hereby.

Section 9.8 Construction of the Agreement. The parties hereto intend that the

conveyance of the interest in the Receivables, Related Security and Collections pursuant to the

Purchase Agreements shall, in each case, be treated as sales for purposes of generally accepted

accounting principles. If, despite such intention, a determination is made that such transactions

shall not be treated as sales, then the Transaction Documents shall be interpreted to constitute a

security agreement and the transactions effected hereby shall be deemed to constitute a secured

financing, in each case, under applicable law.

Section 9.9 Execution in Counterparts. This Agreement may be executed in

any number of counterparts and by different parties hereto in separate counterparts (which may

be delivered by facsimile or optically-scanned electronic mail attachment), each of which when

18
so executed shall be deemed to be an original and all of which when taken together shall

constitute one and the same agreement.

Section 9.10 Headings. The headings of the various Articles and Sections herein

are for convenience of reference only and shall not define or limit any of the terms or provisions

hereof.

Section 9.11 Power of Attorney. Purchaser hereby appoints the Servicer and its

successors, and its permitted designees and assigns, as its true and lawful attorney-in-fact to do

all acts, matters and things whatsoever which are in each case necessary or desirable for the

Servicer to do for and on behalf of Purchaser in respect of the provision of the services to be

provided by Servieer hereunder, and in furtherance of the foregoing, has executed and delivered

to Servicer the power of attorney attached hereto as Exhibit E. In addition, the Servicer shall be

entitled to seek and obtain from Purchaser a power of attorney in respect of the execution of any

specific action as the Servicer deems appropriate in respect of the provision of the services to be

provided by Servicer hereunder.

Section 9.12 Non-Petition. Servicer covenants and agrees that it will not at any

time prior to a year and a day after the Loan Termination Date, (a) commence or institute against

the Purchaser or join with or facilitate any other Person in commencing or instituting against thc

Purchaser, any bankruptcy, reorganization, arrangement, readjustmcnt of' debt, dissolution,

receivership, insolvency or liquidation proceedings, or othcr similar proccedings under any

United States Federal or state, or other jurisdiction, bankruptcy or similar law or statute now or

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

arrangements with respect to the Purchaser's debts.

Section 9.13 Public Statements. Purchaser agrees that no printed or other

material in any language, including prospectuses, notices, reports, press releases, and

promotional material which mentions "Citibank", or "Citigroup" or "Citi" by name or the rights,

powers, or duties of Citibank under this Agreement shall be publically disclosed by Purchaser, or

on its behalf, without the prior written consent of Citibank (not to be unreasonably withheld),

except as may be necessary to comply with any applicablc law (including any order, rule or

regulation issued or promulgated by the Securities Exchange Commission).

Section 9.14 Limited Recourse. Notwithstanding anything to thc contrary

contained in this Agreement, the obligations of the Purchaser under this Agreement arc solely the

obligations of the Purchaser and shall be payable solely to the extent of funds received by and

available to the Purchaser in accordance with the Security Agreement. No recourse shall bc had

for the payment of any amount owing in respect of any obligation of, or claim against, the

Purchaser arising out of or based upon this Agreement against any holder of a mcmbership

interest, employee, officer or affiliate thereof. The provisions of this Section 9.14 shall survive

the termination or expiration of this Agreement.

Section 9.15 Collateral Assignment. As additional collateral for the Loans, the

Purchaser has collaterally assigned this Agreement to the Collateral Agent. The Scrvicer hereby

acknowledges and consents to such assignment and agrees that at any time while an Event of

Default has occurred and is continuing with respect to the Loans, as notifkd to the Serviccr by

19
the Collateral Agent, the Servicer will no longer accept instructions hereunder from the

Purchaser and shall instead accept instructions from thc Collateral Agent.

Section 9.16 Lender Inspcction Rights. At all times during the tcrm of this

Agreement, Servicer shall permit (i) the Lender and its agcnts, consultants, contractors and

advisors, (ii) the Special Inspector General of the Troubled Asset Relief Program, and (iii) the

Comptroller General of the United States access to personnel and any books, papers, records or

other data delivered to it hereunder or otherwise in its possession, custody or control, in each

case to the extent relevant to ascertaining compliance with the terms and conditions set forth

herein and the Program Terms, during normal business hours and upon reasonable notice to

Servicer, as the case may be; provided that prior to disclosing any information pursuant to

clause (i), (ii) or (iii), the Lender, the Special Inspector General of the Troubled Asset Relief

Program and the Comptroller General of the United States shall have agreed, with respcct to

documents obtained under this Agreement in furtherance of their respective functions, to follow

applicable law and regulation (and the applicable customary policies and proccdures, including

those for inspectors gencral) regarding the dissemination of confidential materials, including

redacting confidential information from the public version of its reports, as appropriate. and

soliciting input from Scrvicer as to information that should be afforded confidentiality.

[Signatures Follow]

20
IN WITNESS WHEREOF, the parties have caused this Agreemcnt to bc signed

by their duly authorized officers as of the datc set forth on the cover page of this Agreement.

CITIBANK, N.A., as Servicer

By: _

Name:

Title:

Address:

Attention:

S-l
CHRYSLER RECEIYABLES SPY LLC, as

Purchaser

By: CHRYSLER GROUP LLC, as its sole Member

By: _

Name:

Title:

Address:

Attention:

S-2
NY3:# 7459956

EXHIBIT A

TO SERVICING AGREEMENT

Citi® Supplier Finance

Report Samples
Contents

Buyer Reports 3

Issued Payment Instructions 3

Outstanding Payment Instructions , 4

Settled Payment Instructions ", " "., , 5

Statement of Activity ,,' ,' , 6

Funding Report , ,.".,., 7

List of Suppliers , ,., , 8

Statement List , , ,.9

Supplier Reports , 10

Received Payment Notifications , , , , ,10

Non-Discounted Payment Notifications II

Discounted Payment Notifications , ' , 12

Latest Activity Repo11 , , , , , ,13

Statement of Activity , ,., , 14

Cash Movement Report , ,.. , , ,.. , , IS

NY3:# 7459956 2
Buyer Reports

Issued Payment Instructions

All payment instructions issued by the Buyer. Shows all instructions, both

settled and outstanding.

NY3:# 7459956 3
Outstanding Payment Instructions

Payment instructions which have not been settled, i.e., not collected against.

NY3:# 7459956 4
Settled Payment Instructions

Payment instructions that have been collected against

NY3:# 7459956 5
Statement of Activity

Shows the opening Trade Payable Account balance, all activities during the

.statement period and the closing balance. Please note, this is not the bank

account summary.

NY3:# 7459956 6
Funding Report

Shows the amount the Buyer needs to fund the disbursement account by for

a given maturity date.

NY3:# 7459956 7
List of Suppliers

Provides a list of those Suppliers of the Buyer who are cUlTently enrolled in

the program.

NY3:# 7459956 8
Statement List

Provides a list of statement files available for download. These can be used

for reconciliation of payments..

NY3:# 7459956 9
Supplier Reports

Received Payment Notifications

List of all payment instructions received from a Buyer. Shows all

instructions, discounted and non-discounted.

NY3:# 7459956 10
Non-Discounted Payment Notifications

List of all payment instructions that have not matured and have not yet been

discounted by the Supplier.

NY3:# 7459956 II
Discounted Payment Notifications

'" "Listof all payment instructions that have been discounted by the Supplier.

Clicking on the Transaction ID opens up a dialog box, which shows the

discol!nt rate applied, applicable fees (if any) and net payment amount.

12
Latest Activity Report

Shows all incoming payment instructions from Buyer and all discounting

activity performed by the Supplier.

NY3,# 7459956 13
Statement of Activity

Shows the opening Trade Payable Account balance, all activities during the

,:;,statement period and the closing balance, Please note, this is not the bank

account summary.

NY3:!1 7459956 14
Cash Movement Report

Provides details of the payments made to the Supplier's bank account.

NY3,# 7459956 15
FORM OF OFFICER'S CERTIFICATE IN CONJUNCTION WITH

SERVICER REPORT

To United States Department of the Treasury,

as Lender

[

Attention:

as Purchaser

---]

Attention:

Re: Activities and Performance of Servieer

Ladies and Gentlemen:

Reference is hereby made to:

the Servicing Agreement, effective as of June 10, 2009 (the "'?S'Iyicing

Agreemene'), between Citibankl N.A" a national banking association, as

servieer (in such capacity, together with its Affiliates and successors in such

capacity, the "Servicer"), and Chrysler Receivables Spy LLC, a Delaware

limited liability company (the "Borrower");

Capitalized terms used but not defined herein shall have the respective meanings ascribed thereto

in the Servicing Agreement.

The undersigned, a duly authorized officer of the Serviccr, hereby certifies that:

(i) Citibank, N.A. is the Servicer under the Servicing Agreement;

(ii) I am duly authorized to execute and deliver this Officer's Certificate pursuant to

the Servicing Agreement;

(iii) this Officer's Certificate IS delivered pursuant to Section 3.3 (RepQHo) or the

Servicing Agreement;

(iv) a review of the activities of the Servicer and of the Servicer's performance under

the Servicing Agreement has been made under my supervision with respect to

[the period beginning (and including) __, 2009 and ending (and including)

__, 2009 (the "Specified Period")]I [the period beginning (and including) the

day first succeeding the date of the previous Officer's Certificate delivered

pursuant to Section 3.3 of the Servicing Agreement through to (and including)

the date of this Officer's Certificate (the "Specified Period")]';

1Applicable in the case of the first Collection Period ({he d,llC fields are the first day of Ihe firsl Collccllon Period and

the Business Day next preceding the 1511> day of the mOllth following the end or the first Collection Period,

respectively).

2 Applicable in the case of <illy subsequent,Collection Period.

NYH7459805
(v) [to the best of my knowledge and based on the review described in clause (iv)

above, the Servicer has flilfilled all of its obligations under the Servicing

Agreement with respect to the Specified Periodl3

[there has been a Servicer Default under the Servicing Agreement, spccirieally

[deseribe nature and status of each such Servicer DefaultlJ'

The undersigned officer delivers this certificate in his/her capacity as an officer

of Citibank, N,A. and based on the condition that he/she shall not have any personal liability in

connection with this certificate.

. signature page follows·

3 Applicable if!lQ. Servicer Default has occurred during the Specified Period.

4 Applicable if a Servicer Default has occurred during the Specified Period.

NY3:#7459805
IN WITNESS WHEREOF, the undersigned has duly executed this Officer's

Certificate this [_ day of , __]5.

---_._._---

Name:

Title:

5 To be dated the same date as the corresponding ServiceI' Report also deliverable under Section 3.3,

NYH7459805
STANDARD RECEIVABLES FILES DOCUMENTATION

Purchase Agreements

Supplier Set-Up Forms

UCC Search Results

Lien Priority Agreements (if applicable)

Electronic Records of Purchased Receivables

EXHIBITB
FORM OF LIEN PRIORITY AGREEMENT

[TO BE ATTACHED]

EXHIBIT C
LIEN PRIORITY AGREEMENT

THIS LIEN PRIORITY AGREEMENT is made as of by and between Chrysler

Receivables SPY LLC ("Purchaser"), with an address at and

("Creditor") with an address at . .,_,._.'__.. ..__

RECITALS:

A. Creditor has loaned, extended credit or otherwise agreed to become a creditor of -,- .

("Debtor") and has received, in connection therewith, a security interest in certain property of

Debtor, including accounts receivable owed to Debtor by one or more aCCollnt debtors including

Chrysler LLC, a Delaware limited liability company (together with its subsidiaries and afl'iliates,

"OEM") (such receivables, including related security and the proceeds thereof, the "Creditor

Receivables").

e, Purchaser from time to time wishes to purchase from Debtor and Debtor wishes to s(~ll to

Purchaser, per the terms of that certain Supplier Purchase Agreement between Purchaser, Debtor

and Citibank, N.A., a national banking association ("GUibanl~"), certain accolillts receivable owed

to Debtor by OEM (such receivables, including related security and the proceeds thereof, the

"Purchaser Receivables'}

C. It is the desire and intention of the partics hereto to establish, as between themselves, the priority,

operation and effect of the security and other interests of Creditor and Purchaser in the Creditor

Receivables (including, without limitation, the Purchaser Receivables).

D. Debtor, Purchaser and OEM are participating in the United Stales Department of the Treasury ("UST")

Auto Supplier Support Program, certain terms of which arc outlined in Annex A hereto (the "Erolrram

Terms").

NOW, THEREFORE, intending to be legally bound hereby, the parties hereto agree as follows:

1. Creditor hereby consents to the sale by Debtor and purchase by Purcha~er, from time to time, of the

Purchaser Receivables.

2. Effective upon the purchase by Purchaser of the Purchaser Receivables, Creditor agrees that the

security interest of Creditor in the Purchaser Receivables is hereby released aUlornatically and

without further action by Creditor or Debtor. If for any reason such purchase of Purchaser

Receivables by Purchaser is judicially re~characterized as a grant of collateral by Debtor to secure a

financing, then Creditor agrees that its interest in the Purchaser Receivables is hereby made

subordinate, junior and inferior, and postponed in priority, operation and effect, to lhe security

interest of Purchaser in such Purchaser Receivables. Purchaser agrees that any interest it may have

in Creditor Receivables (other than Purchaser Receivables) is hereby made subordinate, junior and

inferior, and postponed in priority, operation and effect, to the security interest of Creditor in the

Creditor Receivables.

3. The priority and release in the Creditor Receivables and Purchaser Receivables set forth above are

notwithstanding the operation or provisions or applicable law, the time, order or method of

attachment or perfection of security interests or the time and order of filing of financing statemenls

or any other liens held by the parties, whether under the Uniform Commercial Code or other

applicable law.

4. Creditor and Purchaser agree that neither shall challenge, contest, or join or support uny other

person in challenging or contesting, whether dircctly or indirectly, the validity, perfection, priority

or cnforceability of the other party's ~ecurity interest in the Purchaser Receivables or the Creditor

Receivables, as applicable, in a manner inconsistent with this Agreement.

S. Purchaser agrees to immediately turn or pay over to Creditor any amounts that may come into its

possession that derive from Creditor Receivables other than Purchaser Receivables. Creditor

agrees to immediately turn or pay over to Purchaser any amounts that may come into its possession

that derive from Purchaser Receivables. Except as set forth above, neither party shall have any

other duty or obligation of any other nature, including with respect to the attachment or creation of

NY3:# 74600861
any other party's security interest or any credit decisions of such other party with respect to Debtor.

Creditor acknowledges that Purchaser and Debtor have businesS' relationships in addition to the

purchase and sale of the Purchaser Receivables.

6. This Agreement shall remain in effect for as long as the Supplier Purchaser Agreement between

Purchaser, Debtor and Citibank remains in effect or amounts remain outstanding with respect to

Purchaser Receivables purchased by Purchaser, whichever is later (including during a bankruptcy

proceeding involving Debtor). This Agreement will be binding upon and inure to the benent of

Creditor and Purchaser and their respective successors and assigns.

7. All notices, demands, requests, consents, approvals and other communications required or

permitted hereunder ("Notices") must be in writing and will be effective upon receipt. Notices lTIay

be given in any manner to which the parties may agree. Without limiting the foregoing, fin.;t-class

mail, facsimile transmission and commercial courier service are hereby agreed to as accepl1lble

methods for giving Notices. Regardless of the manner in which provided, Notices may be sent to a

party's address set forth above or to such other address as any party may give to the other in writing

for such purpose in accordance with this Section.

8. This Agreement (including the documents and instruments referred to herein) constitutes the entire

agreement and supersedes all other prior agreements and understandings, both written and oral,

between the parties with respect to the SUbject matter hereof.

9. This Agreement may be executed in any number of counterparts, which taken together shall

constitute a single copy of this Agreement.

10. This Agreement is governed by the laws of the State of New York. Purchaser and Creditor agree

that any New York State or Federal COUlt sitting in New York City shall have non-exclusive

jurisdiction to settle any dispute in connection with this Agreement, and the parties hereby submit

to the jurisdiction of those courts. Purchaser and Creditor each waive any right to immunity from

jurisdiction to which it may be entitled (including, to the extent applicable, imnltll1ity 1'1'orn prc~ and

post-judgment attachment and execution,)

11. As additional collateral for loans received pursuant to the Program Terms, the Purchaser has

collaterally assigned this Agreement to UST. The Creditor hereby acknowledges and consents to

such assignment.

IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement as of the date and year

first above written,

CHRYSLER RECEIVABLES SPV LLC

By _

Print Name: _

Title:

Phone:

By _

Print Name: _

Title:

Phone:
CHRYSLER RECEIVABLES SPV LLC

1000 Chrysler Drive

Auburn Hills, MI 48326

_________, 2009

(Name and Address of Creditor)

Re: Amendment to Lien Priority Agreement

Ladies and Gentlemen:

Reference is made to the Lien Priority Agreement executed in connection with the United

States Department of the Treasury Auto Supplier Support Program (the "ASSP'), among you, as

creditor (the "Creditor"), Chrysler Receivables SPV LLC (the "Purchaser"), Citibank, N.A., a

national banking association ("Servicer") and the undersigned debtor ("Debtor") (as amended,

restated, supplemented or otherwise modified from time to time, the "LPA"). Capitalizcd terms

used but not defined herein shall have the meanings ascribed thereto in the LPA.

Effective June 10,2009, certain assets of Chrysler LLC (now known as Old Carco LLC)

("Old Chrysler") were transferred to Chrysler Group LLC ("New Chrysler") in a sale under Rule

363 of the United States Bankruptcy Code (the "Sale"). Assets not transferred in the Sale will

remain with Old Chrysler.

Servicer, Debtor and the Purchaser have amended the Supplier Purchase Agrecment to

permit the Purchaser to purchase Creditor Receivables from New Chrysler under the ASSP. In

furtherance of the foregoing and to allow the Purchaser to purchase such Creditor Receivables

free and clear of any security interests, liens or other claims, Purchaser, Debtor, Servicer and

Creditor hereby agree that the definition of "OEM" set forth in the LPA is hereby amended in its

entirety to mean Chrysler Group LLC, a Delaware limited liability company, together with their

respective Approved Affiliates.

This letter amendment shall be binding upon and inure to the benefit of the parties hereto

and their respective successors and assigns and shall be governed by and construed in accordance

with the laws of the State of New York.

Except as specifically amended hereby, the LPA shall remain unamended and shall

remain in full force and effect.

BAO.235535
This letter amendment may be executed by the parties hereto in one or more counterparts,

each of which shall be deemed an original and all of which when taken together shall constitute

one and the same agreement. Any signature delivered by a party by facsimile or electronic

transmission (in "pdf' or similar format) shall be deemed to be an original signature hereto.

Very tml y yours,

CHRYSLER RECEIVABLES SPY LLC

Name:

Title:

The foregoing is hereby accepted and agreed to as of the date first written above.

CITlBANK, N.A.

By: _

Name:

Title:

[Creditor's and Debtor's signatures required on next page]

BAO.235535
The foregoing is hereby accepted and agreed to as of the date first written above.

CREDITOR

By: _

Name:

Title:

DEBTOR

By: _

Name:

Title:
FORM OF PAYMENT CALCULAnON REPORT

[TO BE ATTACHED]

EXHIBITD
EXHIBIT D

TO SERVICING AGREEMENT

FORM OF PAYMENT CALCULATION REPORT

To United States Department of the Treasury,

as Lender

[---

Attention:

Chrysler Receivables Spy LLC.

as Purchaser

c/o

Attention:

Facsimile:

Rc: Payment Calculation Report

Ladies and Gentlemen:

Reference is hereby made to:

the Servicing Agreement, effective as of June 10, 2009 (the "Servicing Agreement"),

among eWbank, N.A., a national banking association, as serviceI' (in such c'lpncity,

together with its Affiliates and succeSSOrs in such capacity, the "Servicer"), ,1I1d Chrysler

Receivables SPY LLC, a Delaware limited liability company (the "Purchaser").

Capitalized IClIDS used but not defined herein shall have the respective meanings ascribed thereto in the

Servicing Agreement.

Pursuant to Section 3.3 of the Servicing Agreement the Servicer hereby provides the Payment Calculation Heport

on the relevant Payment Date of , 200_ (the "Relevant Payment Date") and for the Collection Period

from to (the "Relevant Collection Period").

Amounts to be paid on Relevant Payment Date:

Interest: _

Servicer Monthly Fee:_. _

avemge daily Pool Balance: '

1 As indicated by Bank of New York in applicable interest calculation report.

2 Servicer Monthly Fee for any Collection PCl'iod is equal to 1112 of 0.25% multiplied by the average d<)ily Pool13alance during sneh

Collection Period.

l Calculated based on the actual days in the relevant period.
ACCEPTED AND AGREED:

UNITED STATES DEPARTMENT OF TREASURY,

as Lender

By:

Name:

Title:

CHRYSLER RECEIYABLES SPY LLC,

as Purchaser

By:

Name:

Title:

Upon acknowledgement of this Payment Calculation Report by the Lender as provided above, this Payment

Calculation Report will constitute Proper Instructions and the Collateral Agent shall distribute funds from the

Collateral Account to make the payments of interest and Servicer Monthly Fcc as set forth above.

NYH7460013
NY3:.JI7460014

POWER OF ATTORNEY

OF CHRYSLER RECEIVABLES SPV LLC

[To be attached.]

EXHIBITE
EXHIBIT E

FORM OF POWER OF ATTORNEY

OF CHRYSLER RECEIVABLES SPY LLC

WHEREAS CHRYSLER RECEIVABLES Spy LLC, (the "Grantor") desires to appoint

CITIBANK, N.A. ("Citibank"), (the "Attorney") as the true and lawful attorney of the Grantor

for and in the name of and on behalf of the Grantor in such Attorney's absolnte discretion to

execute each and every Requisite Document and Requisite Act (each as del'ined below) and do

all or any of the acts or things hereinafter mentioned.

KNOW ALL MEN BY THESE PRESENTS that in consideration for the mutual promises and

benefits set forth in the Servicing Agreement (defined below) the Grantor does hercby make,

constitute and irrevocably and unconditionally appoint for the period (the "Term") as and from

the date hereof until termination or expiry of the Servicing Agreement between Grantor and

Citibank as "Servicer", dated as of April 7, 2009 (as amended, restatcd or modified from time to

time, the "Servicing Agreement"), in accordance with its terms, the Attorney as a tmc and lawful

attorney of the Grantor for and in the name of and on behalf of the Grantor with absolute

discretion to exercise, do, execute and/or deliver all or any of the following acts, documents and

things:

I. To negotiate, approve, settle the tenDS of, agree, make, sign, execute (whether under hand

or seal) and deliver all deeds, agreements, documents, commitments, arrangements,

instruments, applications, oaths, affidavits, declarations, notices, confirmations,

certificates, approvals, acceptances, deliveries and to do all other acts, matters and things

whatsoever which are in each case necessary or desirable for the Attorney to do for and

on behalf of the Grantor in respect of the provision of the services by Citibank pursuant

to the Servicing Agreement (each such document a "Requisite Document" and each such

act a "Requisite Act").

2. To make such amendments, modifications and variations to the Requisite Documents and

to enter into ancillary documentation in respect thcreof, all on such terms as any such

Attorney may, in its sole discretion, determine from time to time (but at all times

consistent with the Servicing Agrcement) f()I" and on bchalf of the Grantor; and to make,

give, sign, execute and do all things including, without limitation, any material acts

which may be necessary in order to effect the terms of such Requi.,itc Documents or in

connection with the making, signature, executions and delivery of the Requisite

Documents or any other documents rcquired to be executed by the Grantor in connection

therewith or the performance of any acts, matters and things contemplated thereby or by

the Requisite Acts as may be necessary in accordance with the provision of ccrtain

services by Citibank pursuant to the Servicing Agreement.

3. To nominate and appoint one or more substitutes as attorney or attorncys under it for all

and any of the purposes aforcsaid and the appointment of same with liberty to revoke.

NY3:#7460QI4
4. To acknowledge this Power of Attorney as the act and deed of the Grantor and generally

to do all other acts which may be necessary and desirable for carrying the purpose of this

Power of Attorney into effect.

IT IS HEREBY DECLARED THAT:

(A) The Grantor hereby ratifies and confirms and agrees to ratify and confirm

whatsoever any Attorney shall do or cause to be done in, or by virtue of this Power of

Attorney as long as such act is not inconsistent with the terms of thc Servicing

Agreement or this Power of Attorney or in violation of applicable law.

(B) This Power of Attorney shall he irrevocable for the Term and at all times

during Term shall be conclusive and binding upon the Grantor and no person or

corporation having dealings with any Attorney under this Power of Attorney shall be

under any obligation to make any inquiries as to whether or not this Power of Attorney

has been revoked and all acts hereunder shall be valid and binding on the Grantor unless

express notice of its revocation shall have been received by such person or corporation.

(C) Subject to the provisions of the Servicing Agrccmcnt the Grantor

unconditionally undertakes to indemnify and keep indemnified each Attorney and his

agents, and their respective successors and estates, against all actions, proceedings,

claims, costs, expenses and liabilities of whatsoever nature arising Irom the exercise or

purported exercise in good faith of any of the powers conferred on each Attorney by this

Power of Attorney.

(D) Subject to the provisions of the Servicing Agreement any Attorney or

other person, making or doing any payment or act, in good faith, in pursuance of this

Power of Attorney shall not be liable in respect of the payment or act by reason that

before the payment or act the Grantor was insolvent or had revoked this power if thc fact

of such insolvency or revocation was not at the time of payment or act known to the

Attorney or other person making or doing same.

(E) The particular powers enumeratcd above shall be given the widest

interpretation.

(F) THIS POWER OF ATTORNEY SHALL BE GOVERNED BY, AND

CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW

YORK, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES

HEREUNDER WILL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

NY],#7460014
iN WITNESS WHEREOF, the Grantor has caused this Power of Attorney to be duly

executed by the Grantor this day ofArr '\ 1. 2009.

SIGNED 13 . IIRYSP~R)yLC. /.

13Y: _ tI. /.J.>__-e'--..j/

For and on >half of

CHRYSLER RECEIVABLES SPV LLe

in the presence of:

[Signature Page t<, Power "r Attorney]
Exhibit M-Form of New Paying Services Agreement
Execution Version

PAYING SERVICES AND SUPPLIER DESIGNATION AGREEMENT

Dated as of September 24, 2009 and effective as of .June 10, 2009, betwecn Chr)'slcr Group LLC, a Delaware limited liability

company ("New OEM"), and Citibank, N.A., a U.S. nationnl banking assochl{ioll ("Citibank").

BACKGROUND "Collateral Agent" has the meaning scI forth in the Program Terms.

A. From time to time New OEM and its Approved Affiliates, if

any, ent.er into commercial trade transactions with various suppliers

(each, a "Supplier") for the purchase of goods and/or services,

resulting in payment obJig(ltions, or Receivables (as defined

below), owed by New OEM or such Approved Affiliates to the

respective Suppliers. For the purposes of this Agreement,

references to " New OEM" shall, where the context so requires,

mean and include "New OEM and any Approved Affiliates".

B, New OEM is participating in the United Stutes Department of

the Treasury C'UST") Auto Supplier Support Program, certain

terms of which are outllned in Annex A hereto (the "Prcwram

Terms").

"Disbursement Account" has the meaning Set forth in Section 5.1.

"Due Date" has the meaning set forth in the Program Terms.

"Eligible Receivable" has the meaning set forth in the Program

Terms.

"Eligible Suppljer" has the meaning set forth in the Program Terms.

"Equipment" means all equipment provided by or 011 behalf of

Citibank to New OEM for the purpose of <lccessing or w,ing the

System, including <111 authentication products.

"Insolvency Event" hns thc mc,llling sel forth in the Progrllm

Terms.

"Business Day" has the meaning set forth in the Program Terms.

"Collateral Account" has the meaning set forth in the Security

Agreement.

"Agreement" means this Paying Services and Supplier Designation

Agreement, as such may be amended, restutcd, supplemented or

otherwise modified from time to time in accordance with its terms.

"Approved Affiliate" means each subsidiary or affiliate of New

OEM executing a joinder agreement in substantially the form of

Exhibit A hereto, with the consent of UST.

"Paymcnt Instruction D<it~" means the date (1 Payment Instruction is

submitted to Citibank. as recorded by the System,

"Lender" has the meaning set forth in the Prograrn Terms.

"Losses" has the meaning set forth in Section 2.8(f).

"Maturity Date" hi.ls the meaning set forth ill the Program Terms.

"Paymcnt Notification" meuns, with respect to an Eligiblc

Receivable, the notification sent by Citibank pursuant to the

relevant Purchase Agreement, in its cllpacity as paying agent for

New OEM (and any Approved Affiliate), to Supplier through the

System, notifying Supplier that New OEM has in:;tructed Citibank

to make payment from the Disbursemellt Account of a specified

"Message" has the meaning set forth in Section 2.4.

"Participating Supplier" means each Eligible Supplier identified by

OEM on Schedule I hereto, as such Schedule may be amended

from time to time by New OEM with prior written notice to

Citibank (and following Citibank's uploading such information to

the System).

"Party" or "Pm·ties" means each or both of New OEM and Citihank,

as thc context requires.

"Payment Instruction" mcnns the ill,struCtlOn issued by New OEM

to Citibank through the System directing the payment 01''1 specified

amount in respect of a speCified Participntillg Supplier. on the Dtle

Date, to settle one or more Fligible Receivables. "Payment

Instruction" shall includc each Pnymenl Instruction issued by New

OEM on behal r of any I\pproved ,\ ffi liate.

"Intellectual Property Ri~l.hts" means ,111 right!; in inventions.

patents, copyrights, design rights, dlltabase rights, trade marks and

trade names, service marks, trade secrets, know-how llnd other

intellectual property rights (whether registered or unregistered) and

all applications lind rights to apply for any of them llnywhere in the

world that apply to the Licensed Resources.

"License" has the meaning set forth in Section 2.1.

"Licensed Resources" means, collectively, the System and the

Policies and Procedures.

ARTICLE I: DEFINITIONS

In this Agreement:

C. SUbject to the Program Terms, Chrysler Receivables SPY

LLC ("Purchaser") has agreed to purchase Eligible Receivables (as

defined below) from Participating Suppliers (as defined below)

submitted for payment through the System (as defined below) by

New OEM in accordance with this Agreement.

D, To facilitate the processing of payment obligations of New

OEM and its Approved Affiliates, if any, to Purchaser, and of

Purchuser to Panicipating Suppliers, New OEM, Purchaser and

Participating Suppliers intend to utilize one or more computerized

settlement systems, including related services, Equipment and

Software (each as defined in Article I and, collectively, the

"System") provided by Citibank. Citibank is prepared to provide

New OEM with a license to the System, subject to the terms and

conditions set forth in this Agreement.

E. New OEM wishes to engage Citibank to act as New OEM's

and any Approved Affiliate's paying agent with respect to the

trans,\ctions it wishes to settle with Purchaser using the System.

Citibank is willing to act <is New OEM's paying agent, on the terms

and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants,

terms, conditions, representations and warranties contained herein,

and other good and valuable consideration the receipt and

sufficiency of which is hereby acknowledged, New OEM and

Citibank agree as Follows:
amount on the applicable Due Date in payment of such Eligible

Receivable.

"Payment Notification Cut-Off Date" means the last Business Day

of the calendar month preceding the Maturity Date.

"Person" has the meaning set forth in the Program Terms.

"Policies and Procedures" means all tangible printed information

(including any in electronic form) provided from time to time by or

on behalf of Citibank to New OEM in connection with the use of

the System.

"Principal Transaction Documents" mellns the Credit Agreement,

the Servicing Agreement, the Paying Services Agreement, thc form

of Purchase Agreement and the Security Agreement.

"Purchase Agreement" means each Supplier Purchase Agreement

between Purchascr, Citibank and a Participating Supplier with

respect to the purchase of Eligible Receivables by Purchaser from

such Participating Supplier.

"Purchaser" has the meaning set forth in the Recitals hereto,

"Receivables" has the meaning as set forth in the Program Terms.

"Related Security" has the meaning as set forth in the Program

Terms.

"Security Agreement" has the mcnning sct forth in the Program

Terms.

"Servicing Agreement" means thc Servicing Agreement dated as of

the date hereof between Purchaser and Citibank, as serviceI'.

"Software" means all software, programming or object code

provided by or on behalf of Citibank to New OEM for utilizing a

computer or like device to use the System.

ARTICLE IT: THE SYSTEM; REPRESENTATIONS,

WARRANTIES AND COVENANTS

2.1 License Grant. (a) Subject to the terms and conditions

set forth herein, Citibank hereby grants New OEM a limited,

personal, non-exclusive, non-transferable license and right, without

the right to further sublicense, during the term of this Agreemcnt, to

acce-ss and use the Licensed Resources, solely for the purposes

contemplated by this Agreement (the "License"). Except as

expressly set forth in this Agreement, New OEM shall have no

other right (including any ownership right or intellectual property

right), title or interest to or in the Licensed Resources or any

portion thereof.

(b) New OEM acknowledges that all right, title and interest in

and to the System, including without limitation, all Intellectual

Property Rights, are vested, and shall remain vested, in Citibank

andlor its licensors. Notwithstanding anything to the contrary

contained herein and except as otherwise may be expressly agreed

in writing, alll'ight, title and interest in and to revisions, upgrades,

updates, derivative works and other improvements to the System

shall vest solely in Citibank and its licensors. Except for the grant

herein by Citibank to New OEM of the License, nothing in this

Agreement shall act to operate as an assignment or other transfer of

any ofsuch rights to New OEM.

2.2 Osage, (a) New OEM shall access and lise the System

only to settle the payment of Eligible Receivables in accordance

with this Agreement, the Purchase Agrecments and the Policies and

Procedures. New OEM shall remain informed as [0 any updates to

the Policies and Procedures that lTlay be implemented from time to

time. Approval of an update shall be deemed to be given if New

2

OEM continucs to utilize the System for a period of 10 Business

Days after notice of such update.

(b) New OEM shall promptly use allY successors, updates, ncw

releases or replacements of any portion of the EquiplTlent or

Software provided to it from time to lime by Citibailk for use in

accessing the System, and cease to use the previous version or

release of such portion.

(c) New OEM shaH have the right under the License to usc the

contenl of the System websitc on a computcr scrcen, to prinl

reasonable extracts from the website, and to Save reasonable copics

to New OEM's hard drivc(s), in each case solely for the purposes

contemplated by this Agreemcnl. All othcr copying, distribution or

commercial usc of any of the content of the wcbsite is strictly

forbidden. Except lor Ihe limited right granted by lhis Section

2.2(c), no othcr right or license is gn1l1ted in respect or the content

of the website.

(d) New OEM shall have 110 righl to, and shall not, without thc

written consent of Citibank, alter or modify the wholc or any part

of the Licensed Resources.

(0) New OEM shall submit all Paymenl Instructions on behalf of

any Approved Affiliate lind otherwise perform the duties delegated

to New OEM by each Approved AITiliate as set forth in the joinder

agreement executed by such Approved Arriliatc.

2.3 Security. New OEM sh(l!l safeguard and keep confidential,

and put into effect and maintain indllstry slandnr<1 security

measures to safeguard and keep confidential the information

provided through the System tlild the Licenscd Resources. In

furtherance of the foregoing, New OEM agrees that:

(i) it will not knowingly interfere with, defent, circumvent or

tamper with any Message or other information or inslruction

tbat is, by the terms of this Agreement or the Policies and

Procedures, to be transmitted through the System, or with the

restrictions on use of functionality or access to information on

any ponion of the System, or auempt to do so:

(ii) it will not knowingly introduce into any p()rtion of the

System ~lllY virus or othcr duta or codc Ihnt hunns, or mny

adverscly affect, the operation of the System; and

(iii) it will ensurc that all l\'lcssages being communicated by

New OEM through thc System nre sent in accordance with

this Agreement and the Policies and Procedures.

2.4 Messages. New OEM shaH use the Syslem to send all

messages under this Agreemellt (including, without limitation,

Payment Instructions and any updates to New OEM's Jist of

personnel authorized to use the System 011 New OEM's behalf)

(each, a "Message"), Any Message sellt by New OEM via the

System is valid and binding on New OEM, and Ci1.ibank is entitled

to rely thereon, irrespective of any error or fraud contained lhcrein

or the identity of the individual who sent the Mes$\\gc, except to the.

extent thUI such error or fru\ld or usc of thc System by an

unauthorized third pnrty is a result of the failure, by Citibi.lnk (0 usc

commercially reasonable security measures [0 prevent unauthorized

acceSs to the System. New OEM agrees that the act of sending a

Message electJ'onically in accordance with this i\grecmcnt is us

legally binding as if New OEM had manually executed and

delivered that Message in written form, and IhM New OEM will not

contest the validity, legally binding nature or enforceability of that

Message on the basis that the act of sending the Message

electronically is invalid or not binding on New OEM.
2.5 System AvaHabiJity, New OEM acknowledges and agrees

that: (i) Citibank does not represent or warrant that the System will

be errorwfree; (ii) there will be downtime from time to time when

the System cannot be accessed; and (iii) New OEM is responsible

for providing and maintaining, ::lnd Citibank has no liability or

responsibility in respect of, equipment not supplied by or on behalf

of Citibank, or utility services that New OEM utilizes as a result of

its participation in the System and maintaining a link to the System.

Citibank shall use commercially reasonable efforts to (i) make the

Licensed Resources, Equipment and Software available to New

OEM, subject to reasonable downtime for maintenance and

support, and (ii) consult with New OEM on an alternative to settle

the paymcnt of Eligible Receivables if the System and/or Software

is no longer available to New OEM for any reason other than due to

New OEM's acts or omissions.

2.6 Confidentiality. (a) Each Party agrees to maintain the

confidentiality of any Confidential Information (as defined below)

of the other Party to which it has access under the System or

otherwise under this Agreement, and to usc such Confidential

Information only for the purposes of exercising its rights and

performing its obligations under this Agreement, and not for its

own personal gain or benefit, provided thm Citibank and New

OEM shnll be entitlcd 10 share information pertaining to this

Agreement and the Payment Instructions with Purchaser and

Purchaser's assignees. "Confidential Jnfonnatlon" shall mean

information of a Party that the other Party knows or reasonably

should know to be confidential to such first Party; provided,

however, that the term does not include any information that the

receiving Party can demonstrate, by clear and convincing evidence:

(i) to be part of tbe public domain without any breach of this

Agreement by the receiving Party; (ii) to be generally known to the

general public or organizations engaged in the same or similar

businesses as the receiving Party on a non-confidential basis,

through no wrongful act of such Party; (iii) to be known by thc

receiving Party prior to disclosurc to it hereunder without any

obligation to keep it confidential; (iv) to be disclosed to it by a third

party which, to the best of the receiving Party's knowledge, is not

required to maintain the information as confidential; (v) to be

independently developed by the receiving Pmty without reference

to Confidential Information of the other Party; or (vi) to be the

subject of a written agreement whereby the other Party consents to

the disclosure of such Confidential Information on a nonw

confidential basis. Notwithstanding anything to the contrary in this

Agreement, UST shall have the right to disclose any documents and

information provided to it hereunder to its Representatives (as

defined in the Servicing Agreement) and nothing hcrein shull

prevcnt UST from disclosing any such documents OJ' information to

the extent required by any legal requirements or by any subpoena

or similar legal process. UST understands that the documents and

information may contain commercially sensitive confidcnrial

informmion entitled to an exception from a Preedom ofln[ormatio!l

Act request. Notwithstanding the foregoing, New OEM agrces that

Citibank may, withollt prior consent (i) disclose the structure of the

UST Auto Supplier Support Program or any Program Terms or

(ii) furnish a copy of any Principal Transaction Document to any

Supplier and its lenders or sccured parties.

(b) Notwithstanding the foregoing, either Party may disclose

Confidential Information obtained from the other Party to any

authority of competent jurisdiction if disclosure is required

pursuant to a court order or instrllction of any regulatory or

supervisory authority having jurisdiction over it, provided that the

disclosing Party shall have given the other Party prompt notice

thereof (unless it has a legal obligation to the contrary) so that the

other Party may seek a protective order or other appropriate remedy

to prevent disclosure.

3

(c) Without limiting ~mything in this Scction 2.6, New OEM

llgrees that no printed or other material in any language, including

prospectuses, notices, reports, prcss releases, and promotional

material which me11tions "Citibank", or "Citigroup" or "Citi" by

name or the rights, powers, or duties of Citiballk under this

Agreement shall be publically <k;closed by New OEM, or on its

behalf, without the prior wrillcn com;ent of Ci1.ibank (not to be

unreasonably withheld), except as may be nece;;sary to comply

with any applicable law (including any order, rule or regulation

issued or promulgated by the Securities Exchange Commission).

2,7 Particimlting Suppliers. New OEM hercby represents and

warrants to Citibank that each of' the Suppliers identified on

Schedule I is an Eligible Supplier. It sh~\11 be a condition to the

effectiveness of this Agreement with respect to any PartiCipating

Supplier that such S~lppller, Purchaser and Citibank have duly

executed and delivered a Purchase Agreement. This Agreement

Shllll cease to be effective with respect to l1ny Participating Supplic!

as 10 which New OEM and Cilibank have received wrilten notice

rrom the UST Or New OEM th,]( sueh Participillir,g Supplier is no

longer an Eligible Supplier (a "SuPPli.Q.LTcrmj!J.u.!.i.Qll..~!QliS:.£"),

which notice may be tn~nsmittcd by facsimile or other electronic

medium. Promptly (and in <Iny event within two 13usiness Days)

following receipt or <I Supplier Termination Notk'e by New OEM

and Citibank, New OEM will cease giving, and Citibank will cease

processing, Payment Instructions in respect of such Supplier's

Receivables; provided, however, that Citibank shall continue to

process Payment Insll'llctions that were received by Citibank prior

to such ti me.

2.8 Rcpresentations. Warrantics and Covcnants of Ncw

OEM, New OEM hereby represents, warrants and covenants to

and with Citibank as follows:

(a) New OEM intends to use the System solely to settle the

payment of Eligible Receivable;;. New OEM shull not usc the

System for investment or arbitrage functions or purposes. or 1'01' any

money laundering purpose, or in contravention of any luw or

regulation, and Messages issued at New OEM's request shall not

be, and are not intended to be, llsed in furthcrance of aliy of the

foregoing.

(b) New OEM acknowledges and <lgrecs that all Receivables

submitted for payment by it through the System shall be Eligible

Receivables which, subject to Citibank's delivery of a

corresponding Payment Notice pll1'suant to Section 5.2, will be

offered and sold by the associated Participating Supplier to the

Purchaser in accordance with the terms of the applicable Purchase

Agreement and the Program Terms. In funhenlnce thercoL New

OEM represents and warrants th,ll, as 01" the date 01" ,lny Puymenl

Instructions, e,Kh of 1he assoc.'iilted Receivable:, is an Eligible

Reccivable. New OI~M ackn()\v!edgcs l.hnt l1eithl~r Citibank nor

Purchn$cl' has any obligation 10 inspect. review or detennine

whether any such Receivable is an Eligibk~ Receivable; provided

thut the foregoing shall not limit Citibank's obligations under the

Servicing Agreemellt.

(c) New OEM acknowledges that Citibank has no obligation to

inspect or view the content of Messages conveyed through the

System, and that Citibank has no liability in the event that New

OEM is in breach of this Article.

(d) New OEM shall comply in all mnterial respects with all

relevant laws and regulations applicable to this Agreement and

transactions conducted using the System including, withoul

limitation, all applicilble sanctiol\s and cxporl control laws, and

U.S. tax inform'ltion reporting IT<juiremellts, if any. In nddition,

New OEM agrees that this Agreement doc:.: not relieve New OEM
of any obligation to information-report under Section 6041 or

604lA of the Internal Revenue Code (the "Code") with respect to

payments made through the System or to perform backup

withholding under Code section 3406 when required.

(e) Information provided by New OEM to Cilibank from time to

time in connection with this Agreement is and shall be true and

accurate in all material respects, and Citibank is hereby authorized

from time to time to verify such information. No right, title or

interest in such New OEM's information is transferred to Citibank,

and no licenses in and to such information is granted by Citibank

under this Agreement; provided, however, that Citibank has the

right and license to use such information solely for the purposes

contemplated by this Agreement and the Servicing Agreement.

(f) New OEM shall defend, indemnify and hold harmless

Citibank and its affiliates, employees, directors, officers and agents

acting within the scope of their authority (each an "indemnified

party"), from and against filly and all claims, liabilities, losses,

damages, costs and expenses, including reasonable attorneys' fees

and disbursements, other dispute resolution expenses (including

reasonable fees and expenses in preparation for a defense of any

investigation, litigation or proceeding) and costs of collection

(collectively, "Losses"), including Losses relating to the

enforcement of this indemnity, arising out of or in any way relating

to (i) Citibank's reliance on any Message sent by New OEM using

the System, (ij) any breach of New OEM's representations,

warranties or obligations under this Agreement, (iii) the failure or

any Receivable submitted through the System to be an Eligible

Receivable, or (iv) any suit, demand, claim or other dispute

between New OEM and a Supplier with respect to a transaction by

New OEM using the System, except to the extent that such Losses

are caused by the negligence or willful misconduct of such

indemnified party.

2.9 Mutual Representations, Warrant.ies and Covenants of

the Parties. (a) Each of New OEM and Citibank represents,

warrants, and covenants as follows: (i) it is validly existing and in

good standing and has the power to enter into and perform, and has

all necessary authorizations for the entry into, performance and

delivery of, this Agreement and the transactions contemplated by

this Agreement; (ii) this Agreement constitutes its legal, valid and

binding obligation, enforceable in accordance with its terms; and

(iii) its execution, delivery and performance of this Agreement does

not contravene any contract binding on or affecting it or any of lis

properties, does not viol<lIe any applicable law or regulation, and

does not require any notice, filing or other action to or by any

governmental authority.

(b) Except as expreSSly provided in this Agreement or the

Policies and Procedures, no representation, warranty, term or

condition, express or implied, statutory or otherwise, is given or

assumed by Citibank in respect of (i) the Licensed Resources, (ii)

New OEM's underlying commcrcialtransact!olls, or (iii) the goods

or services to which such underlying t.ransactions relate (regardless

of any assistance that Citibank may, in its sole discrction, provide

to New OEM.) All such representations, warranties, terms and

conditions are excluded, except to the extent that this exclusion is

prohibited by law. Without limiting the foregoing, New OEM

understands that Citibank is not giving any representation or

warranty as to condition, performance, fitness for purpose,

suitability, merchantability, quality or otherwise, or or non·

infringement, except as expressly provided herein or in the Policies

and Procedures.

(c) Notwithstanding anything herein to the contrary, New OEM

acknowledges and agrees that it will not, without Citibank's

consent, upload any Eligible Receivable to the System that (I) is

4

not denominated in U.S. Dollars or (2) tbat is owed to any Supplier

organized under the law of any non-U.S. jurisdiction; provided,

however, in the case of either clause (l) or (2), that Citibank agrees

to use commercially reasonable efforts to update the System and

the Policies and Procedures from time to time Ht the request of New

OEM to accommodate non~U,S. dollar denominated Eligible

Receivables in one or more specified currcncies or owing to any

specific Participating Supplier organized under tbe law of <l nonU.S. jurisdiction.

ARTICLE lll: PAYING AGENT

3.1 Appointment of Agent. New OEM and each Approved

Affiliate hereby appoints Cilibank as New OEM's and such

Approved Affiliate's pllying agent with rcspect to transactions

executed through the System, and CiUbank hereby accepts such

appointment, in each ease in accordance with, and subject to, the

terms and conditions set rorth in this Agreemcnt. Tn performing its

obligations hereunder, Citibank may consult as to any legnl matters

with lawyers selected with due care by it, and Citibank shall be

protected from fmd shall incur no liability for any action taken or

not taken with respect to such matters in good faith and in

accordflnce with the opinion ofsuch lawyers.

3.2 IF Indemnity. Citibank shall indernniry New OEM for

any Losses arising out of claims against New OEM alleging Ihal

the License or use of the System by New OEM infringes any

intellectual propcrty right of a lhird party, except where the claim

arises out of or results from New OEM's usc of the Systern contrary

to the Policies and Procedures 01" in violation or Ibis Agreement.

ARTICLE IV: FEES AND CHARGES

No processing, licensing or other fees or charges will be payable by

New OEM to Citibank hereunder.

ARTICLE V: DISBURSEMENT ACCOUNTS AND

PAYMENT PROCESS

5.1 Disbursement Account. New OEM shall maintain a

designated account with Citibank for purposes or this Agreement

(the "Disbursement Account"). New OEM and each Approved

Affiliate authorizes Citibank to debit from the Disbursemenl

Account all amounts corresponding to Payment fnstructiol1s or

otherwise payable hereunder l1S such amoul1t$ bccoll1e due and

payable. Under no circumstances shf1l1 Citibf1l1k be liable for

interest on monies depositcd in the Disbursemenl Account al any

time pursuant to any provision of this Agrecment or otherwise, nor

shall Citibank be required to invest sLich monies. Monies held by

or deposited with Cilibank hereunder need not be segregated from

other funds except to the extent required by law, and Citibank nced

not collateralize or provide any security interest for any runds

received by it pursuant to this Agreement.

5.2 Payment Instructions. New OEM frorn time to time will

submit Payment Instructions through the System with respect to

Eligible Receivables <Ind. promptly (and 111 no evcnt later than o·l1e

Business Day) after receipt of such Payment Imtructiolls, Citihank

will deliver a corresponding PnYl11enl Notification to Ihe applicabk

Supplier, New OEM agrees thm, 10 the be,~t or its knowledge after

re<lsonable inquiry, each Pllymcnt Instruction delivered hercunder

will comply in all respects with the Program 't'erms, If allY

Payment Instruction is not accepted by the System, Citibank

promptly shall notify New OEM to that effeet <lJ1d the Payment

Instruction will be deemed cancelled by New OEM, Without

limiting the foregoing, Citibank shall not be obligated to process

any Payment Instruction with respect to a payment that would be
constrained pursuant to any law, rule or regulation applicable

thereto. Citibank and Purchaser shall both have the power to reject

any Payment Instruction with respect to a Receivable that would

not satisfy the Program Terms; provided, however, that Citibank

shall have no affirmative duty to reject any Payment Instnlclions

based on the Program Terms and shall not be liable for failure to

reject any such Payment Instruction.

5.3 Due Date. (a) At or prior to 12:00 noon New York time

one Business Day prior to each Due Date, New OEM shall deposit

or cause to be deposited in thc Disbursement Account surficient

funds to enable Citibank to pay the amounts spccified in the

relevant Payment Instructions to be paid on such Due Date.

(b) Provided that sufficient funds are available in the

Disbursement Account at or prior to 12:00 noon New York time

one Business Day prior to a Due Date (or as otherwise agreed with

New OEM), Citibank shall make payment to the Purchaser or its

designee on the Due Date, in accordance with the terms of the

relevant Payment Instruction, by automated clearing house network

or wirc transfer of immediately available funds to the Collate,ral

Account.

5.4 Purchaser's Designee. Purchaser may assign, including by

way of security, its right to receive payment in connection with any

Payment Instruction issued hereunder, including, without

limitation, to Collateral Agent. New OEM hereby authorizes

Citibank to make payment, in each case in accordancc with the

terms and conditions of this Agreement, to any such assignee or its

designee.

5.5 Information. Data and Access. (a) New OEM shall

maintain sufficient records of all transactions concluded by it

utilizing the System and otherwise with respect to its oblig,ltions

and activities under or in connection with this Agreement,

including information with respect to any underlying commercial

trade transaction (or associated disputes) to which it is a party, and

with respect to compliance of such tnlllsactions with applicable

laws and regulations, New OEM shall retain e,lch record required

to be maintained under this Section 5.5 during rhe term of this

Agreement and, if applicable, for such longer period as may be

required by law or regUlation.

(b) New OEM shall allow representatives of Ciribank. at

reasonable times upon reasonable notice, to examine and take

copies of any of New OEM's records relating to this Agreement

which are reasonably required in order to comply with an order,

instruction or request from any governmental, administrative,

judicial or emergency body or any other authority of competent

jurisdiction, or to ensure compliance with the terms of this

Agreement. Any such documents shall promptly be returned to

New OEM once such access is no longer required.

(c) At all times during the term of this Agreement, New OEM shall

pennit (i) the Lender and its agents, consultants, contractors and

advisors, (ii) the Special Inspector General of the Troubled Asset

Relief Program, and (iii) the Comptroller General of the Unitcd

States access to personnel and any books, papers, records or other

data delivered to it hereunder or otherwise in its possession,

custody or control, in each case to thc cxtent relevant to

ascertaining compliance with the termS and conditions sct forth

herein and the Program Terms. during normal business hours and

upon reasonable notice to New OEM, as the case may be; provided

that prior to disclosing any information pursuant to clause (i), (Ii) or

(iii), the Lender, the Special Inspector General of the Troubled

Asset Relief Program and the Comptroller General of thc United

States shall have agreed, with respect to documents obtained under

this Agreement in furtherance of thcir respective functions. to

5

follow applicable law and regulation (and the applicable customary

policies and procedures, including those for inspcctors general)

regarding the dissemination of confidential materials, including

redacting confidential information from (he pUblic version of its

reports, as appropriatc. and soliciting input from Ncw OEM as to

information that should be afforded confidentiality.

5.6 Other Covenants. (a) New OEM agrecs that New

OEM's obligations undcr this Agreement and allY Payment

Instructions issued by it shall not be affccted by thc invalidity,

unenforceubllity, existence, performance or non-pcrformance of the

underlying commercial trade transaction or any rclated contract or

undcrtaking, nor sh,11I those obligations be subjcct to claims or

defenses of New OEM in relation to the samc, including breach of

contract or breach ofstatutory obligation.

(b) New OEM's issuance of a Paymcnt Instruction, and its

funding of the Disbursement ACCOunt with all amount sufficient to

pay all or part of such Paymellt Instruction OIl the Due Date

therefor, shall cach be deemed to constitute New OEM's

confirmation that its reprcsenIHtions and walTant.i(:s set forth in

Article II remain truc and COITe('( in all material respects (except

that any representation or warrant.y that is qualified by materiality

shall be true and correct in all respccts) as of t.hc date of such

Payment Instruction and, in the case of New OEM's representa1ions

in Section 2.9(a), as of such Due Date, and that New OEM is not in

breach in any material respect of any of its covenants or other

obligations under this Agreement. No additional documentation or

further action by either New OEM or Citibank shall be necessary in

order to evidence New OEM's reiteration of such representations

and warranties as true and correct in all material respects as ofsuch

dates (or, with respect to any repreSentation or warraJl1Y that' is

qualjfied by materiality. in all respects), and of its compliance in

any materiul respect with the terms of this Agreemellt as of such

dates.

(c) New OEM shull maintain re<1sonablc procedures to prevent

unauthorized <lcccs:; to the System <lJld to cnsure thut (i) only

Eligible Receivablcs arc transmitted for payment through the

System, and (ii) all information provided by Ncw OEM to Citibank

through the Systcm is true and correct in all materiall'espects.

ARTICLE VI: MISCELLANEOUS

6.1 Waivers; Severability, No delay or f,lillire of <lny Party

bereto in exercising any right, privilege or option under this

Agreement shall operate as a waiver of sllch or of any other right.

privilege, or option. If any provision of this Agreement is or

becomes illegal or invalid under any applic'lbJe lnw. the validity of

the remaining provisions shall not be affected thereby.

6.2 Limitation on Liahility. (a) Citibank shall not be liable for

any Losses arising Ollt of or relating to any of its actions or

omissions to act hercunder, except to tbe exlent lhat any stich

Losses arc caused by Citibank's ncgligence or willl'ul misconduct.

(b) Except for liabilities to t.hird parties relating to defense and

indemnification obligations hereunder, neither Party shall be liablc

to the other Party or rcsponsible for any loss of business or profits,

revenue or goodwill. or any indirect or consequential, special,

exemplary or punitive losses or damages, whether arising from

negligence, breach of contract or otherwise. even if informed of the

possibility of those losses or damages.

(c) Neither Party shall be deemed to be in dcfault of any of the

obligations required to be perfOl'med by it under this Agreement to

the extent that performance thereof is delayed, hindered or becomes

impossible bccause of any act 01' G'od or public enemy, hostilities.
war (declared or undeclared), guerilla activities, terrorist activities,

act of sabotage, blockade, earthquake, flood, land slide, avalanche,

tremor, ground movement, hurricane, storm, explosion, fire, labor

disturbance, riot, insurrection, strike, sickness, accident, civil

commotion, epidemic, act of government or its agencies or officers,

power interruption or transmission failure or any cause beyond the

control of such Pmty.

6.3 No Implied Duties. Citibank shall be obliged to perform

such dutics and only such duties as arc specifically set Forth herein,

and no implied duties or responsibilities shaH be read or implied

into this Agreement against. Citibank. Notwithstanding any other

provision elscwhere contained in this Agreement, Citibank is acting

solely as agent of New OEM. Citibank shall have no duties or

oblig,uions hereunder to any person or entity other than New OEM

and, without limiting the foregoing, does not assume any obligation

or relationship of agency or trust hereunder for, or with, any

Suppliers, or any other persons. Nothing herein shall limit the

obligations of Citibank under any other agreement it may bave with

tbe UST or any other person.

6.4 Assignment; Termination of Citibank as Servicer. Tbis

Agreement shal1 bind and inure to tbe benefit of tbe respective

successors and permitted assigns of each of the parties; provided,

however, that New OEM may not assign any of its rights or

obligations hereunder without Citibank's prior written consent,

given in its sole discretion. New OEM agrees that Citibank mtly

perform any and all of its duties and exercise its rights and powers

hereunder by or through anyone or more sub-agents appointed by

Citibank and each such sub-agent shall be entitled to the benefits of

all provisions of this Section 6 as if set forth in full herein with

respect thereto; provided that Citibank agrees that such sub~agents

will be selected by it with reasonable care and no such appointment

will relieve Citibank of its obligations hereunder.

(b) Upon the effectiveness of any resignation or other termination

of Citib,lnk, as servicer, in accordance with the terms of the

Servicing Agreement. Cilibank shall have the right, at its election,

to terminate its obligations under this Agreement and to terminate

New OEM's access to the Licensed Resources, with immediate

effect upon notice to New OEM and the effectiveness of Citibank's

resignation or termination under the Servicing Agreement;

provided, thnt upon any such termimltion of Citiballk's obligations

bereunder, the successor servicer under the Scrvicing Agreement

shall be the successor in all respects to Citibank hereunder and shall

be subject to all tbe responsibilities, duties and liabilities arising

thereafter relating thereto.

6.5 Termination. This agreement shall automatically terminate

on the Maturity Date (as such date may bc extended in accordance

with the Program Terms). Following the Payment Notification

Cut-Off Date, New OEM shall no longel' issue and Cilibank shall

no longer accept Payment Instructions from New OEM; provided,

however, that to the extent there are sufficient funds available in

the Disbursement Account, Citibank shall continue to pay Payment

Instructions that were received by Citibank prior to the Payment

Notification Cut-Off Date, and New OEM shall be responsible for

funding the Disbursement Account with respect thereto.

6.6 Survival. If this Agreement is terminated in accordance with

Section 6.5, then this Agreement shall become null and void and of

no further force ,md effect, except tbat ull confidentiality, security,

indemnity, payment and reimbursement obligations and all

limitation of liability provisions contained in this Agreement shnll

survive and remain in full force and eFfect notwithstanding sucb

termination and the payment of all amounts owing hereunder.

6

6.7 Governing Law; Jurisdiction. This Agreement is governed

by the laws of the State of New York. The P;lrties Hgree that any

New York State court 01' Federal court sitting in New York County

or un appellate court having appellate jurisdiction over such COlll'ts

has non-exclusive jurisdiction to sellle any disputes ill connection

with this Agreemcnt, and each Party submits to the jurisdiction 01"

those courts, Each Party waives any right to immunity ['rom

jmisdiction to which H may be entitled (including, to the extent

applicable, immunity from pre-jUdgment attachment and postjudgment attachment and execution.)

6.8 WAIVER OF JURY TRIAL. THE PARTIES WAIVE

ANY RIGHTS TIlEY MAY HAVE TO A JURY TRIAL OF ANY

CLAIM OR CAUSE OF ACTION BASED ON OR AIUSING

FROM THIS AGREEMENT.

6.9 Notices. Except as otherwise expressly contemplated herein,

all notices pursuant to this Agreement sball be in writing, duly

signed by the Party giving such notice, and shall be delivered.

faxed or m,\iled by registcred or certified m,lil, as follows:

If notice is given to Cilibank:

Citibank, N.A,

388 Grcenwich Street, 251h Floor

New York. NY 10013

Attn: Deborah Bennett

Phone: 212-816-7019

Fax: 212-816-2265

If notice is given to New OEM (or any Approved Affiliate):

Chrysler Group LLC

J 000 Chryslcr Drive

Auburn Hills, MI 48326

Attn.: General Counsel

CIMS 485-14-78

Phone:-"

Facsill1i_

6.10 Entire Agreement; Third Party Beneficiary;

Amendments. This Agreement embodies the entire agreement

between New OEM and Citibank relating to the subject matter and

supersedes all prior agreements relating to the subject matter. This

Agreement shall not be construed to confer any right, benefit.

remcdy or claim upon any person or entity other than Ncw Ol.:M.

an Approved AITiJiute, Citibank or Purchaser and their respective

successors and pennilted assigns. L~<\ch or Ihe Parties

acknowledges and agrees (htlt Purchaser and Lender shall each be

an express third party beneficiary of all of New OEM's

representutions, covenants and Obligations under this Agreement,

and may enforce each directly against New OEM as if such person

were an original party hereto. The Parties have the right to waivc

any provision hcreof in writing. All amendments and waivers to

this Agreement must be in writing and signed by or on behalf of

each of the Parties.

6,11 Counterparts. This Agreement may be executed in any

number of counterparts (which may be delivered by facsimile or

optically-scanned electronic mail attachment). which taken together

sball constitute a single copy of this Agreement. Any signature

delivered by facsimile or by email in "pdf" formal shull be deemed

an original signature hereto.
IN wrrNEss WHEREOF, each of the Parties hereto has executed this Agreement as of the dale and year first above wriltcn.

CHRYSLER GROUP LLC

By: _

Name:

Title:

CITillANK, NA

By: _

Name:

Title:
Exhibit A

Form of Joinder Agreement

Reference is made to the Paying Services and Supplier Designation Agreement effective as of June 10,

2009 (the "Paying Services Agreement") between Citibank, N,A, ("Citibank") and Chrysler GrollI' LLC

("New OEM"), Except as otherwise provided herein, terms defined in the Paying Services Agreement are

used herein as defined therein.

This joinder agreement is being executed by (the "Approved Affiliate") and delivered to

Citibank and the UST pursuant to the above-referenced Paying Services Agreement and constitutes a

Joinder Agreement with respect to the Approved Affiliate as described therein,

The Approved Affiliate hereby appoints New OEM to act as its agent under the Paying Services Agreement

and each Supplier Agreement applicable to Receivables with respect to which the Approved Affiliate is the

account debtor. The Approved Affiliate authorizes New OEM to take such action on behalf or the

Approved Affiliate under the provisions of the Paying Services Agreement, each such Supplier Agreement,

and any other instruments and agreements referred to therein, and to exercise such ]Jowers and to perform

such duties thereunder, as are specifically delegated to or required of New OEM, either expreSSly or

implicitly, by the terms thereof, together with such powers as are reasonably incidental thereto, Any action

taken by New OEM or any failure of New OEM to act, either pursuant to instriJction~ from the Approved

Affiliate or in the exercise of its discretion, shall be binding on the Approved Afflliate, and Citi shall have

no obligation to inquire into the authority of New OEM to act for the Approved Affiliate pursuant \0 the

foregoing appointment and delegation.

By its signature below, the Approved Affiliate hereby agrees with Citibank and UST to be bound by all of

the representations, warranties, covenants and obligations of "New OEM" set forth in the Paying Services

Agreement and each Supplier Agreement applicable to Receivables with respect to which the Approved

Affiliate is the account debtor with the same effect as if the Approved Affiliate were an original party

thereto and shall be a third party beneficiary of the rights, duties and obligations owed to New OEM

thcreundeL Notwithstanding the foregoing, the representations, warranties, covenants and obligations of

the Approved Affiliate with respect to any Receivables (and the related Suppliers) shall apply solely to the

Receivables with respect to which the Approved Affiliate is the account debtor, and the representations,

warranties, covenants and obligations of New OEM with respect to any Receivables (and the related

Suppliers) shall apply solely to the Receivables with respect to which the New OEM is the accounl dehtor.

The provisions of Article VI of the Paying Services Agreement shall apply hereto mutatis mutal1dis as if the

same was more fully set forth in this Joinder Agreement

IN WITNESS WHEREOF, the Approved Affiliate has executed this Joinder Agreement as of the date and

year written below.

Date: __, 200_

[Approved Affiliate]

By: _

Name:

Title:
Annex A

Auto Supplier Program Terms

[To be attacheel]
Program Terms

See Credit Agreement Exhibit I
NY3:#7460026

Schedule I

Participating Suppliers

[To be attached]
Exhibit N-Form of New Pledge Agreement
BAO.234534

Execution Version

PLEDGE AGREEMENT

dated as of September 24, 2009

effective as of June 10, 2009

among

CHRYSLER GROUP LLC,

as Pledgor,

UNITED STATES DEPARTMENT OF THE TREASURY,

as Lender,

CITIBANK, N.A.,

as OEM Paying Agent

and

CITIBANK, N.A.,

as Collateral Agent hereunder
TABLE OF CONTENTS

Section I. Definitions 2

Section 2. Security Inte rest 3

Section 3. Representations, Warranties and Covenants of Ihe Pledgor 5

Section 4. Adminis/ration ofPledged Collateral 8

Section 5 . The Pledged Accounts 9

Section 6. The Collateral Agent I I

Section 7. Waivers; Amendment 19

Section 8. Notices 20

Section 9. Binding EfJec/ 20

Section 10. Intentionally Reserved. 20

Section 11. Expenses; Indemnity; Certain Damages 20

Section 12. Successors and Assigns 22

Section 13. Counterparts 22

Section 14. Severability 22

Section 15. Integration 23

Section 16. Applicable Law 23

Section 17. Submission to Jurisdiction; Venue; Etc 23

Section 18. Confidentiality 24

Section 19. WAIVERS OF JURY TRIAL 24

Section 20. Limited Recourse 24

Section 21. Headings 25

Section 22. Waiver ofRight ofSetoff. 25

Section 23. Instruc/ions 25

Section 24. Further Assurances 25

Section 25 . Intentionally Reserved 25

Section 26. Role of the Lender 2S

Section 27 . Intentionally Reserved 25

Section 28. Executive Privileges and Compensation 2S

Section 29. Termination. 27

Section 30. Additional Inspection Rights 27

Section 31 . No Merger ofTitle , 27

Section 32. Limitation upon Certain Independent Actions; No Challenges 28

Section 33 . Employ American Workers Act of 2009 28

Exhibit A

Exhibit B-1

Exhibit B-2

Exhibit B-3

Exhibit C

Intentionally reserved

Form of Incumbency Certificate of Lender

Fonn of Incumbency Certificate of Pledgor

Form of Incumbency Certificate of OEM Paying Agent

Form of Account Control Agreement
PLEDGE AGREEMENT

This PLEDGE AGREEMENT (this "Agreement") dated as of September 24,

2009 and effective as of June 10, 2009 (the "Effective Date") among CHRYSLER

GROUP LLC, a Delaware limited liability company (the "Pledgor"), UNITED STATES

DEPARTMENT OF THE TREASURY (the "Lender"), CITI13ANK, NA, a national

banking association, as paying agent under the Paying Services Agreement (in sueh

capacity, together with its Afflliates and successors in such capacity, Ihe "OEM Paying

Agent"), and CITI13ANK, N.A., a national banking association, as collateral agent for the

Seeured Parties hereinafter referred to (in sueh capacity, together with its successors in

such capacity, the "Collateral Agent" and, together with the OEM Paying Agent, the

"Agents").

WHEREAS, Chrysler Receivables Spy LLC ("Borrower") and the Lender

previously entered into a Credit Agreement dated as of April 7, 2009 (the "Original

Credit Agreement") pursuant to which the Lender has agreed to make the Loans to the

Borrower thereunder upon the terms and subject to the conditions set fonh therein: and

WHEREAS, the proceeds of the Loans shall be used by the Borrower 10 acquire

Eligible Receivables pursuant to Supplier Agreements: and

WHEREAS, as of the date of the Original Credit Agreement, Borrower was a

wholly-owned subsidiary of the OEM (as defined in the Credit Agreement); and

WHEREAS, on April 30, 2009, the OEM filed a voluntary bankruptcy action in

the United States Bankruptcy Court for the Southern District of New York (the

"Bankruptcy Court"), styled as In re Chrysler, LLC, case number 09-50002-ajg (the

"Bankruptcy Action"); and

WHEREAS, on May 31, 2009 the Bankruptcy Court entered an order in the

Bankruptcy Action pursuant to sections 105, 363 and 365 of title 11, United States Code,

authorizing and approving, among other things (i) that certain Master Transaction

Agreement, dated as of April 30, 2009 (collectively with all related agreements, documents

or instruments and all exhibits, schedules and addenda to any of the foregoing, the "Master

Transaction Agreement") between and among Fiat S.p.A. ("Fiat"), New CarCo

Acquisition, LLC, a Delaware limited liability company formed by Fiat, and OEM; and (ii)

the sale of celtain assets of the OEM to Pledgor pursuant to the Master Transaction

Agreement (the "363 Transaction"); and

WHEREAS, the 363 Transaetion was consummated on the Effeeti vc Date and, as a

part of the 363 Transaction, Pledgor purchased all of the OEM's Equity Interests (as

defined in the Master Transaction Agreement in Bon'ower; and

WHEREAS, Pledgor has requested that the Lender continue the Program with

respect to Pledgor's suppliers; and
WHEREAS, Borrower and Lender are amending and restating the Original Credit

Agreement, pursuant to that certain Amended and Restated Credit Agreement of even date

herewith and effective as of the Effective Date (the "Credit Agreement"): and

WHEREAS, to facilitate payment of Eligible Receivables, Pledgor and Paying

Agent, concurrently with the execution and delivery of this Agreement, are entering into

the Paying Services and Supplier Designation Agreement dated as of the date hereof and

effective as of the Effective Date (the "Paying Services Agreement"); and

WHEREAS, it is a condition precedent to the obligations of the Lender to make

the Loans to the Borrower under the Credit Agreement that the Pledgor shall have

executed and delivered this Agreement.

NOW THEREFORE, in consideration of the foregoing and other good and

valuable consideration, the receipt and sufficiency of which are hereby acknowledged,

and as an inducement for Lender to enter into the Credit Agreement and make loans

thereunder to Borrower, the Parties agree as follows:

Section I. Definitions.

(a) Terms D~fined in Credit Agreement. Terms defined in the Credit

Agreement and not otherwise defined in this Section have, as used herein, the respective

meanings provided for therein. The rules of construction specified in Section 1.02 of the

Credit Agreement also apply to this Agreement.

(b) Terms Defined in VCe. Where applicable and except as otherwise

expressly provided herein, terms used herein (whether or not capitalized) shall have the

respective meanings assigned to them in the UCC.

(c) Additional D~tinitions. The following additional terms, as used herein,

have the following meanings:

"Control" has the meaning specified in UCC Section 8-106, 9-104, 9-105, 9-106

or 9- 107, as may be applicable to the relevant Collateral.

"Compensation Regulations": as defined in Section 28(a)(i).

"Costs and Expenses" as defined in the Security Agreement.

"Indemnitee" has the meaning set forth in Section I 1(b).

"Major Borrower Action" has the meaning set forth in Section 3(k)

"Officer's Certificate" means, with respect to any entity, a certificate signed by

the Chairperson, the Vice Chairperson, the President, any Vice President, any Assistant

Vice President, the Treasurer, any Assistant Treasurer, the Secretary, any Assistant

Secretary, or any other duly authorized Signatory of such entity or the sole (or, if more

than one, managing) member thereof.

2
"Party" means a party to this Agreement.

"Pledged Account" has the meaning set forth in Section 2(a)(iii).

"Pledged Account Control Agreement" means an Account Control Agrecment

substantially in the form of Exhibit C between the Pledgor and thc Collateral Agent.

"Pledged Collateral" has the mcaning set forth in Section 2(a).

"Pledged Equity Interests" has the meaning set forth in Section 2(a)(i).

"Proper Instructions" has the meaning set forth in Section 6(a)(iii).

"Responsible Officer" has the meaning set forth in Section 6(a)(ii).

"Secured Obligations" means collectively (a) the Borrower's respective

obligations to each of the Lender, the Collateral Agent, and the OEM Paying Agent under

each Transaction Document, including, without limitation, all Costs and Expenses,

Obligations and indemnity amounts owed hereunder and thereunder; and (b) the

Pledgor's respective obligations to each of the Lender, the Collateral Agent, and the

OEM Paying Agent under each Transaction Document to which it is a party, including,

without limitation, all Costs and Expenses, Obligations and indemnity amounts owcd

hereunder and thereunder.

"Secured Parties" means the holders from time to time of the Secured

Obligations.

"Secnrity Agreement": the Amended and Restated Security Agreement to be

entered into by the Borrower, the Servicer, the Collateral Agent and the Lender.

"Security Interest" means the security interest in the Pledged Collateral granted

hereunder.

"Senior Executive Officer": a senior executive officer of Pledgor as defined in

subsection 111 of EESA and regulations issued or to be issued thereunder, including the

rules set forth in 31 C.P.R. Part 30 or any rules that replace 31 c.P.R. part 30.

"Senior Employee": with respect to the Pledgor, any of the twenty-five (25)

most highly compensated employees (including the Senior Executive Officers).

"DCC" has the meaning provided for in the Security Agreement.

"Waterfall": the order of payments set forth in Section 5(e) of the Security

Agreement

Section 2. Security Interest.

(a) In order to secure the Secured Obligations, the Pledgor hereby grants to the

Collateral Agent a continuing first priority security interest in and hereby pledges to the

3
Collateral Agent, in each case for the benefit of the Secured Parties, all of the following

property of the Pledgor whether now owned or existing or hereafter acquired or arising

and regardless of where located (the "I'ledged Collateral"):

(i) all investment property, capital stock, shares, securities, member

interests, partnership interests, warrants, options, put rights, call rights, similar

rights, and all other ownership or participation interests of the Pledgor in the

Borrower or in the revenue, income, or profits thereof (collectively, the "Pledged

Equity Interests");

(ii) all cash, interest, stock and other dividends or distributions paid or

payable on any of the foregoing;

(iii) all right, title and interest of the Pledgor in the Collateral Account,

and each Deposit Account in which Pledgor deposits amounts due in respect of

Purchased Receivables, including, without limitation, accounts established

pursuant to the Paying Services Agreement (each, a "Pledged Account"), and for

each such Sccurities Account, all Financial Assets held therein or credited thcreto

(including all cash, Instruments and Investment Property) and all Security

Entitlements in respect thereof;

(iv) all books and records pertaining to any of the Pledged Collateral;

and

(v) all Proceeds of the Pledged CollateraL

(b) The Collateral Agent and the Pledgor agree that the Pledged Collateral,

except for any Pledged Account, shall be treated as a "Financial Asset" within the

meaning of Sections 8-102(a)(9) and 8-103 of the UCC. The Pledgor and Collateral

Agent shall cooperate to cause (i) securities in certificated form held by the Collateral

Agent to be in suitable form for transfer by delivery, or accompanied by duly executed

instruments of transfer or assignment in blank, with signatures appropriately guaranteed,

all in form and substance satisfactory to the Lender and (ii) securities that are

"uncertificated securities" (as defined in Section 8-102 of the UCC) that are not

registered in the name of the Collateral Agent to be subject to a control agreement

whereby the issuer of the uncertificated securities agrees to comply with any

"instruction" (as defined in Section 8-102 of the UCC) originated by thc Collatcral Agcnt

and relating to such securities without further consent by the Pledgor or any other person.

(c) Upon the execution and delivery of this Agreement, Pledgor shall deliver to

and deposit with the Collateral Agent, in pledge, all of Pledgor'S certificates, instruments

or other documents comprising or evidencing the Pledged Collateral, together with

undated stock powers, instruments or other documents signed in blank by Pledgor. In the

event that Pledgor should ever acquire or receive any further or additional certificates,

securities, instruments or other documents evidencing the Pledged Collateral, Pledgor

shall deliver to and deposit with the Collateral Agent in pledge, all such ['urther or

4
additional certificates, securities, instruments or other documents which evidence the

Pledged Collateral.

(d) With respect to each right to payment or performance included in the

Pledged Collateral from time to time, the Security Interest granted therein includes a

continuing security interest in (i) any Supporting Obligation that supports such payment

or performance and (ii) any Lien that (x) secures such right to payment or performance or

(y) secures any such SuppOlting Obligation.

(e) The Security Interest is granted as security only and shal1 not subject the

Collateral Agent or any other Secured Party to, or transfer or in any way affect or modify,

any obligation or liability of the Pledgor with respect to any of the Pledged Collateral or

any transaction in connection therewith.

Section 3. Representations, Warranties and Covenants ,,{the Pledgor.

The Pledgor represents and warrants to the Agents and the Lender as of the

Effective Date, and covenants with the Agents and the Lender, as fol1ows:

(a) The Pledgor is a limited liability company, validly existing and in good

standing under the laws of the Statc of Delaware. The Pledgor's exact Icgal name is

correctly set forth on the signature page hereof. The Pledgor's mailing address is

Chrysler Group LLC, 1000 Chrysler Drive, Auburn j-Ii1ls, Michigan 48326, Attention:

General Counsel CIMS 485-14-78, and the address of its registered office is The

Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington,

Delaware 19801. The Pledgor will provide the Collateral Agent with at least 60 days'

prior written notice of any change in the Pledgor's name, form, jurisdiction of

organization, organizational identification number, federal tax identification number,

mailing address or the address of its registered office from that provided to the Col1ateral

Agent on the Closing Date.

(b) The Pledgor has the power and authority, and the legal right, to make,

deliver and perform this Agreement. The Pledgor has taken all necessat'y organizational

action to authorize the execution, delivery and performance of this Agreement. No

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

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

transactions contemplated under this Agreement, except (A) consents, authorizations,

filings and notices as havc been obtained or made and are in full force and effect ancl (B)

the filing of VCC financing statements referred to in this Agreement. This Agreement

has been duly executed and delivered on behalf of the Pledgor ancl constitutes a lcgal,

valid and binding obligation of the Pledgor, enforceable against the Pledgor in

accordance with its terms, except as enforceability may be limited by applicable

bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the

enforcement of creditors' rights generally and by general equitable principles (whether

enforcement is sought by proceedings in equity or at law).

5
(c) The Pledgor has good titlc to all of the Pledged Collateral, and has not

granted any security interest in, or Lien on, any of the Pledged Collateral other than

Permitted Liens. The Pledgor has full power and authority to grant to the Collateral

Agent (for the benefit of the Secured Parties) the Security Interest. The Pledgor has not

performed any acts that would reasonably be expected to prevent the Collateral Agent

from enforcing any of the provisions of this Agreement. No financing statement, security

agreement, mortgage or similar or equivalent document or instrument covering all or part

of the Pledged Collateral is on tlle or ofrecord in any jurisdiction in which such filing or

recording would be effective to perfect or reeord a Lien on such Pledged Collateral

except for the Permitted Liens. After the date of this Agreement, no Pledged Collateral

will be in the possession or under the Control of any other Person having a claim thereto

or security interest therein, other than Permitted Liens. The Pledgor will defend the right,

title and interest of the Secured Parties in and to all Pledged Collateral against all adversc

claims and demands of all Persons whomsoever, subject to the rights of holders of any

Permitted Lien.

(d) The Pledged Equity Interests (i) have been duly authorized and validly

issued to Pledgor, (ii) to the extent applicable, are fully paid and nonassessable, and (iii)

constitute one hundred percent (100%) of the authorized, issued and outstanding

ownership interests of Borrower. There are no restrictions upon the transfer of the

Pledged Collateral and Pledgor has the power and authority and right to transfer the

Pledged Collateral. All rights of Pledgor in connection with its ownership of BO],l'Ower

are evidenced and governed solely by the Certificate of Formation of thc Borrower and

the LLC Agreement, and no other similar agreements are applicable to any of the Pledged

Collateral.

(e) The Security Interest on all Pledged Collateral (i) has been validly created,

(ii) is one of first priority subject to Permitted Liens, (iii) will attach to each item of such

Pledged Collateral on the Closing Date (or, if the Pledgor first obtains right> thereto on a

later date, on such later date) and (iv) when so attached, will secure all the Securcd

Obligations.

(f) The Pledgor will promptly give to the Collateral Agent copics of any

notices and other communications received by it with respect to Security Entitlemcnts

included in the Pledged Collateral as to which the Pledgor is the Entitlement Holder.

(g) The Pledgor will, from time to time, at its expense, execute, deliver, file and

record any statement, assignment, instrument, document, agreement or other paper and

take any other action (including any filing of financing or continuation statemcnts under

the VCC) that from time to time may be necessary or desirable, or that the Collateral

Agent may reasonably request, in order to (i) create, preserve, perfect, confirm or validate

the Security Interest, (ii) cause the Collateral Agent to havc Control of any item of

Pledged Collateral (if applicable), (iii) enable the Collateral Agent or the Secured Parties

to obtain the full bencfits of the Security Documents or (iv) enable the Collateral Agent

to exercise and enforce any of its rights, powers and remedies with respect to the Pledged

Collateral. The Pledgor authorizes the Collateral Agent to execute and file such

financing statements or continuation statements in such jurisdictions with such

6
descriptions of collateral and other information set forth therein as the Collateral Agent

may deem necessary or desirable for the purposes set forth in the preceding sentence,

The Pledgor also ratifies its authorization for the Collateral Agent to file in any sucb

jurisdiction any initial financing statements or amendments thereto if filed prior to the

Effective Date,

(b) The Pledgor will, promptly upon request, provide to tbe Collateral Agent all

information and evidence concerning tbe Pledged Collateral tbat tbe Collatcl'al Agent

may reasonably request from time to time to enable it to enforce tbe provisions of tbis

Agreement.

(i) Promptly following a request from the Collateral Agent or the Lender to do

so, and at the Pledgor's own expense, the Pledgor agrees (i) to take all such lawful action

as the Collateral Agent or the Lender may reasonably request to compel or secure the

perfonnance and observance by any obligor of its obligations to the Pledgor under or in

connection with (A) agreements or instruments pursuant to which any Pledged Collateral

is issued in accordance with the terms tbereof (provided that such action is not

inconsistent with or in violation of any of the Pledgor's obligations undcr such

agrcements or instruments) and (B) any Transaction Document to wbich the Pledgor is a

party in accordance with the terms thereof (provided that sucb action is not inconsistent

with or in violation of any of the Pledgor's obligations under sucb Transaction

Documents) and (ii) to exercise any and all rights, remedies, powers and privileges

lawfully available to the Pledgor, as owner of the Pledged Collateral, under or in

connection with such agrecments or instruments, or under or in connection with any

Transaction Document or Supplier Agreement, in each case to the extent and in the

manner reasonably directed by the Collateral Agent or by the Lender, including the

transmission of notices of default and the institution of legal or administrative actions or

proceedings to compel or secure performance by any such Person of its obligations

thereunder. The Pledgor further agrees that it will not (A) exercise any right, remedy,

power or privilege available to it under or in connection with the agreements or

instruments pursuant to which any Pledged Collateral is issued or under or in connection

with any Transaction Document or any Supplier Agreement, (B) take any action to

compel or secure performance or observance by any Person of its obligations to the

Pledgor as holder of the Pledged Collateral under or in connection with such agreements

or instruments or under or in connection with any Transaction Document or any Supplier

Agreement or (C) give any consent, request, notice, direction, approval, extension or

waiver to any Person under the agreements or instruments pursuant to which any Pledged

Collateral is issued or under any Transaction Document or Supplier Agreement, in each

case not required to be exercised, taken, observed or given by the Pledgor pursuant to the

terms thereof unless, in each case, it has obtained the prior written consent of the Lender

and such action is not inconsistent with or in violation of any of the Pledgor's obligations

under such agreements, i11struments or Transaction Documents or Supplier Agreements,

as the case may be,

(j) The Pledgor shall not assign or otherwise transfer any of its rights or

obligations as sole member or its limited liability company membership interest in the

7
Borrower (and any attempted assignment or transfer by the Pledgor without the consent

of the Lender shall be null and void).

(k) Unless and until an Event of Default shall have occurred and be continuing,

the Pledgor shall (i) be entitled to vote any and all of the Pledged Equity Interests and to

give consents, waivers or ratifications in respect of the Pledged Equity Interests other

than with respect to a Material Action (as defined in the LLC Agreement) (a "Major

Borrower Action"), and (ii) have the right to exercise all other powers of ownership

pertaining to the Pledged Collateral other than with respect to a Major Borrower Action;

provided, that Pledgor shall not take or cause to be taken any action to effectuatc a Major

Borrower Action without the prior written consent of the Lender. All such rights of thc

Pledgor shall cease when an Event of Default shall have occurred and be continulng,

whcreupon Lender shall have sole right to vote, and cxercisc all other powers of

ownership pertaining to, any and all of the Pledgcd Collateral and Pledgor hereby grants

Lender an irrevocable proxy to votc the Pledged Collateral on all matters during such

continuing Event of Default.

(1) The Pledgor shall remit all payments in respect of Purchased Receivables to

the Collateral Account through the OEM Paying Agent as the Pledgor's Paying Agent

pursuant to the Paying Services Agreement.

Section 4. Administration ofPledged Collateral.

(a) The Collateral Agent shall at all times have all the rights of a securcd party

under the UCC (whether or not in effect in the jurisdiction where such rights arc

exercised) with respect to the Pledged Collateral. In addition, the Collateral Agent shall,

upon Proper Instructions from the Lender, but only while an Event of Default has

occurred and is continuing, sell, lease, license or otherwise Dispose of the Pledged

Collateral or any part thereof, in one or more parcels at public or private sale, at any

exchange, broker's board or at any of Collateral Agent's offices or elsewhere, for cash,

on credit or for future delivery, at such time or times and at such price or prices and upon

such other terms as the Collateral Agent may deem commercially reasonable, irrespective

of the impact of any such sales on the market price of the Pledged Collateral. To the

maximum extent permitted by applicable law, any Secured Party may be the purchaser of

any or all of the Pledged Collateral at any such sale and (with the consent of the Lcnder,

which may be withheld in its reasonable discretion) shall be entitled, ['or the purpose of

bidding and making settlement or payment of the purchase price for all or any portion of

the Pledged Collateral sold at any such public sale, to usc and apply all or any part of its

Secured Obligations as a credit on account of the purchase price of any Pledged

Collateral payable at such sale. Upon any sale of Pledged Collateral by the Collateral

Agent (including pursuant to a power of sale granted by statute or under a judicial

proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be

a sufficient discharge to the purchaser or purchasers of the Pledged Collateral so sold and

such purchaser or purchasers shall not be obligated to see to the application of any part of

the purchase money paid over to the Pledgor or such officer or be answerable in any way

for the misapplication thereof. Each purchaser at any such sale shall hold the property

sold absolutely free from any claim or right on the part or the Pledgor, and the Pledgor

8
hereby waives (to the extent permitted by law) all rights of redemption, stay or appraisal

that it now has or may at any time in the future have under any rule of law or statute now

existing or hereafter enacted. The Collateral Agent shall not be obligated to make any

sale of Pledged Collateral regardless of notice of sale having been given. The Collateral

Agent may adjourn any public or private sale from time to time by announcement at the

time and place fixed therefor, and such sale may, without further notice, be made at the

time and place to which it was so adjourned. To the maximum extent permitted by law,

the Pledgor hereby waives any claim against the Collateral Agent arising because the

price at which any Pledged Collateral may have been sold at such a private sale was less

than the price that might have been obtained at a public sale, even if the Collateral Agent

accepts the first offer received and does not offer such Pledged Collateral to morc than

one offeree. The Collateral Agent may, with the consent of the Lender, disclaim any

warranty, as to title or as to any other matter, in connection with such sale or other

Disposition, and its doing so shall not be considered adversely to affect the commercial

reasonableness of such sale or other Disposition.

(b) If the Collateral Agent sells any of the Pledged Collateral upon credit, the

Pledgor will be credited only with payment actually made by the purchaser and recci vcd

by the Collateral Agent. If the purchaser fails to pay for the Pledged Collateral, the

Collateral Agent may resell the samc, subject to the same rights and duties sct I'orth

herein.

(c) Any and all interest and other cash and non-cash distributions in respect of

any Pledged Collateral, any and all payments received upon Disposition of any Pledged

Collateral and any and all other Proceeds of any Pledged Collateral shall be paid dircctly

to, and shall be received and held in, a segregated account, for further distribution in

accordance with the Waterfall. If any Proceeds of the Pledged Collateral are received by

the Pledgor otherwise than in such account, such Proceeds shall bc so received in trust for

the Collateral Agent, shall be segregated from other funds and property of the Pledgor

and shall be forthwith delivered to the Collateral Agent for deposit in such account in the

same form as received, with any necessary endorsements.

Section 5. The Pledged Accounts.

(a) Pledged Accounts. The Collateral Agent shall have Control over the

Pledged Accounts. The Pledgor and the Collateral Agent shall always be party to the

Pledged Account Control Agreement. The Pledged Accounts may be sub-divided into

sub-accounts.

(b) Access to Pledged Accounts in the Absence of an Event of Default. The

Pledgor, or the OEM Paying Agent acting on its behalf, will not direct the Collateral

Agent to make any transfers or withdrawals from any Pledged Account except that,

provided no Event of Default has occurred and is continuing, the Pledgor, or the OEM

Paying Agent acting on its behalf, may by Proper Instructions direct the Collateral Agent

to transfer amounts in the Pledged Accounts to the OEM Paying Agent on behalf or' the

Pledgor (i) in accordance with the Paying Services Agreement or (ii) otherwise in

accordance with Proper Instructions from the Lender.

9
(c) Access to Pledged Accounts during an Event of Default. While an Event of

Default has occurred and is continuing (i) neither the Pledgor, nor the OEM Paying

Agent acting on its behalf, shall be entitled to direct the Collatcral Agent to make any

transfers or withdrawals from any Pledged Account, and (ii) all amounts in thc Pledged

Aeeounts and all cash and non-eash proeeeds of the Pledged Collateral may be applied by

or withdrawn by the Lender in its sole diseretion upon Proper Instructions to the

Collateral Agent, less any Costs or Expenses of any Agent. If an Event of Dcfault has

oceurred and is eontinuing the Lender may direct the Collateral Agent to open subaccounts of any Pledged Account, provided that Costs and Expenses of the Agents should

in all cases be paid first.

(d) Application ofProceeds at Maturity. If as of the Maturity Date all non-cash

Pledged Collateral has not been fully liquidated and Disposed of and all procecds thereof

have not been deposited in a Pledged Account, then as of the Maturity Date, all amounts

available in the Pledged Aecounts, after establishment of a rcserve in an amount

determined by the Lender to eover Costs and Expenses anticipated to bc incurrcd from

the Maturity Date to the Final Distribution Date (as defined in the Security Agrcement)

shall he distributed by the Collateral Agent at the direction of the Lender in aceordance

with the Waterfall.

(e) Application of Proceeds at Final Distribution Date. On the Final

Distribution Date, all amounts available in the Pledged Aceounts shall be distributed by

the Collateral Agent at the direction of the Lender in accordance with Section S(!) of the

Security Agreement.

(f) Notice ofAdverse Claims. The Collateral Agent shall give the Pledgor and

the Lender prompt notice if (i) the Collateral Agent receives written noticc or (ii) (A) any

officer or employee of the Collateral Agent involved with thc administration of the

transactions and agreements contemplated by this Agreement and the other Transaction

Documents and the Pledged Collateral, (B) any officer or employee within the Collateral

Agent's office of the general counselor office of the corporate secretary, (C) any officer

or employce employed in the corporate trust division or to whom corporate trust matters

are generally referred or (D) any other officer of the Collateral Agent receives written

notice that any Pledged Account becomes subject to any writ, order, judgment, warrant of

attachment, execution, similar process, or other adverse claim.

(g) Statement ofAccount. The Collateral Agent from time to time shall provide

the Pledgor and the Lender upon written request with statements of account rei alive to the

Pledged Accounts in aceordanee with the Collateral Agent's customary practices;

provided that (x) statements of account shall be provided to each of the foregoing Persons

not less frequently than monthly notwithstanding the lack of a written request and (y) to

the extent that the information eontained in such statements of account is supplied by an

institution or institutions other than the Collateral Agent, the Collateral Agent shall not be

responsible for the correctness or accuracy of the information received by. However, if

such information is not provided to the Collateral Agent by the time specified in this

Agreement or in the other Transaction Documents and, where relevant, in the form set

out in the relevant Transaction Document, or if such information is manifestly incorrect,

10
the Collateral Agent shall use reasonable efforts to make the necessary calculations and

shall incur no liability hereunder for any consequence resnlting from making such

calculations other than as a result of its negligence, bad faith, willful misconduct or

fraudulent actions.

(h) Instructions for Payment. Any Officer's Certificate and Proper Instruction

given to the Collateral Agent for payment out of the Collateral Account pursuant to this

Agreement, shall set forth on the face thereof the specific amounts 01' the allocations,

payments, amounts, deposits, transfers or withdrawals addressed therein and such other

information as shall be sufficient to enable the Collateral Agent to carry out the

instructions and take the related actions in accordance with this Agrecment. The

Collateral Agent shall promptly comply with any such Proper Instruction made in

accordance with the provisions of this Agreement.

Section 6. The Collateral Agent.

(a) Employment ofCollateral Agent and Property to be Held.

(i) Each Secured Party hereby appoints the Collateral Agent as an

agent of such Secured Party and custodian of the Pledged Collateral and authorizes

and directs the Collateral Agcnt (A) to sign and deliver the Security Documents as

Collateral Agent and (B) to take such actions on its hehalf and to perform such

obligations as are delegated to the Collateral Agent by the express terms of the

Transaction Documents. The Collateral Agent aeeepts such appointment. 'rhe

provisions of this Seetion 6 are solely for the benefit of the Collateral Agent and the

Lender, and the Pledgor has no rights as a third party benefieiary of any of such

provisions.

(ii) Concurrently with the execution of this Agreement, and from time

to time thereafter, as appropriate, (A) the Lender shall deliver to the Collateral

Agent, duly certified by an authorized officer of the Lender a celtificate

substantially in the form set forth in Exhibit B-1 hereof setting forth the names, titles,

signatures and scope of authority of all persons authorized to gi ve Proper

Instructions or any other notice, request, direction, instruction, certineate or

instrument on behalf of Lender (each such person, a "Responsible Officer" of the

Lender); (B) the Pledgor shall deliver to the Collateral Agent, duly certified by an

authorized officer of the Pledgor a certificate substantially in the form set forth in

Exhibit B-2 hereof setting forth the names, titles, signatures and scope of authority

of all persons authorized to give Proper Instructions or any other notice, request,

direction, instruction, certificate or instrument on behalf of the Pledgor (each such

person, a "Responsible Officer" of the Pledgor); and (C) the OEM Paying Agent

has delivered to the Collateral Agent, certificates duly certified by an authorized

officer of the OEM Paying Agent hereof setting forth the names, titles, signatures

and scope of authority of all persons authorized to give Proper Instructions or any

other notice, request, direction, instruction, certificate or instrument on behalf of the

OEM Paying Agent, true and correct copies of such certificates are attached hereto

as Exhibit B-3 hereof, and such certificates are in full force and effect and true and

II
correct in all material respects as of the Effective Date (each such person, a

"Responsible Ofncer" of the OEM Paying Agent). Each such certificate may be

accepted and relicd upon by the Collateral Agent as conclusive evidence or the ['acts

set forth therein and shall be considered to be in full rorce and effect until reccipt by

the Collateral Agent of a similar ccrtificate to the contrary.

(iii) "Proper Instructions," as such tcrm is used throughout this

Agreement and other Transaction Documents, means a writing signed by a

Responsible Officer of the Lender, the Pledgor or the OEM Paying Agent, as

applicable. Proper Instructions may be standing instructions. Each such writing

shall set forth the specific transaction or type of transaction involved and may set

forth any appropriate procedures to be followed. Proper Instructions may include

communications effected (x) directly between electro-mechanical or clectronic

devices in accordance with security procedures agreed to by the Collateral Agent

and the Lender in any such writing or (y) by other means if and to the extcnt thai the

Person issuing the Proper Instructions and the Collatcral Agent shall have agrccd in

writing to permit such other means.

(b) Certain Collateral Agent Actions.

(i) Before the Collateral Agent acts or refrains from acting, it may, in

the absence of Proper Instructions, require an Officer's Certificate of the Lender

andlor an opinion of counsel satisfactory to the Collateral Agent with respect to the

proposed action or inaction. The Collateral Agent shall not be liable for any action

it takes or omits to take in good faith in reliance on such certiricate or opinion.

Whenever in the administration of any Transaction Documcnt the Collateral Agent

shall deem it necessary or desirable that a matter be provided or established prior to

taking or suffering or omitting to take any act hereunder or under any of thc other

Transaction Documents, such mattcr (unless other evidcnce with respect thcreto be

herein or therein specifically prescribed) may, in the absence of negligence, bad

faith, willful misconduct or fraudulent actions on the part of the Collateral Agent, be

deemed to be conclusively proved and established by an Officer's Certificate of the

Lender delivered to the Collateral Agent, and such certificate, in the absence of

negligence, bad faith, willful misconduct or fraudulent actions on the part of the

Collateral Agent, shall be full warrant to the Collateral Agent for any action taken,

suffered or omitted to be taken by it under the provisions of any Transaction

Doeument upon the faith thereof.

(E) In each case that the Collatcral Agent mayor is required hereunder

or under any other Transaction Document to take any action, including to make any

determination or judgment, to give consents, to exercise rights, remcdies, powers or

privileges, to release or sell collateral or otherwise to act hereunder or under any

other Transaction Doeument, the Collateral Agent may seek direction from the

Lender. The Collateral Agent shall not have any duty to take any discretionary

action or exercise any discretionary powers, but shall be required to act or refrain

from acting solely upon the written instruction of the Lender, and the Collateral

Agent shall not be liable with respect to any action taken or omitted to be taken by it

12
in good faith in accordance with such direction. If the Collateral Agent shall request

direction from the Lender with respect to any action, the Collateral Agent shaU be

entitled to refrain from such action unless and until such Collateral Agent shall have

received direction from the Lender, and the Collateral Agent shall not incur liability

to any Person by reason of so refraining.

(c) Duties of the Collateral Agent with Respect to Property of the Pledgor.

(i) Generally. Except as otherwise set forth herein, the powers

conferred on the Collateral Agent hereunder are solely to protect its interest in the

Pledged Collateral and shall not impose any duty upon it to exercise any such

powers. Except for the safe custody of any Pledged Collateral in its possession and

the accounting for moneys actually received by it hereunder, the Collateral Agent

shall have no duty as to any Pledged Collateral or as to the taking of any necessary

steps to preserve rights against prior parties or any other rights pertaining to any

Pledged Collateral.

(ii) Bank Accounts. Thc Collateral Agent shall open and maintain a

separate deposit account or accounts in the United States in the name of the

Borrower subject only to draft, order, or other instructions pursuant to the terms of

this Agreement and the Pledged Account Control Agreement (A) in accordance with

Proper InstlUctions from Pledgor, or the OEM Paying Agent acting on its behalf, so

long as no Event of Default has occurred and is continuing or (B) in accordance with

Proper InstlUctions from thc Lender while an Event of Default has occurrcd and is

continuing. The Collateral Agent shall hold in such account or accounts, subject to

the provisions hereof, all cash received by it from or for the account of the Pledgor.

Any such account shall, absent a Proper InstlUction to the contrary, be held as a

Pledged Account. Upon and during the continuance of any Event of Default, the

Lender shall have the right to notify any or all Persons party to the Pledged Account

Control Agreement of the occurrence and continuance of an Event of Default and

other appropriate circumstances, and exercise control over and take possession or

custody of any or all Pledged Collateral in the possession, custody or control of such

other Persons.

(iii) "Financial Assets" Election. The Collateral Agent and the

Pledgor agree that Pledged Collateral, except for the Pledged Aceount(s), shall be

treated as a "Financial Asset" within thc meaning of Sections 8-102(a)(9) and 8-J03

of the UCc.

(d) Collateral Agent's Rights.

(i) The Lender understands that the Collatera.1 Agent is engaged in a

wide range of financial services and businesses (including investment management,

financing, securities trading, corporate and investment banking and research) (such

services and businesses are collectively referred to in this Section 6(d) as

"Activities") and may engage in the Activities with or on behalf of the Pledgor or its

respective Affiliates. Furthermore, the Collateral Agent may, in undertaking the

13
Activities, engage in trading in financial products or undertake other invcstment

businesses for its own account or on behalf of others (including thc Plcdgor and its

Affiliates and including holding, for its own account or on behalf of othcrs, cqoity,

debt and similar positions in the Pledgor or its Affiliates), including trading in or

holding long, short or derivative positions in securitics, loans or other financial

products of the Pledgor or its Affiliates. The Lender understands and agrees that in

engaging in the Activities, the Collateral Agent may receive or otherwise obtain

information concerning the Pledgor or its Affiliates (including information

concerning the ability of the Pledgor to perform its respective obligations hereunder

and under the other Transaction Documents) which infonnation may not be

available to the Lender. The Collateral Agent shall not have any duty to disclose to

the Lender or use on behalf of the Lender, nor be liable for the failure to so disclose

or use, any information whatsoever about or derived from the Activities or otherwise

(including any information concerning the business, prospects, opcrations, property,

financial and other condition or creditworthiness of the Pledgor or any AITi Iiate of

the Pledgor) or to account for any revenue or profits obtained in connection with the

Activities.

(ii) The Lender further understands that there may be situations where

the Collateral Agent or its respective customers (including the Pledgor and its

Affiliates) either now have or may in the future have interests or take actions that

may conflict with the interests of the Lender (including the interests of the Lender

hereunder and under the other Transaction Documents). The Lender agrees that the

Collateral Agent is not and shall not be required to restrict its activities as a result of

it serving as a Collateral Agent, and that the Collatcral Agent may undertake any

Activities without further consultation with or notification to the Lender. None of (i)

this Agreement or any othcr Transaction Document, (ii) the receipt by the Collateral

Agent of information concerning the Pledgor or its Affiliates (including information

concerning the ability of the Pledgor to perform its respective obligations hereunder

and under the other Transaction Documents) or (iii) any other matter, shall givc rise

to any fiduciary, equitablc or contractual duties (including any duty of trust or

confidence) owing by the Collateral Agent to the Lender including any such duty

that would prevent or restrict the Collateral Agent from acting on hehalf of

customers (including the Pledgor or its Affiliates) or for its own account.

(e) Limited Duties and Responsibilities. The Collateral Agent's duties

hereunder and under the other Transaction Documents are solely ministerial and

administrative (and shall not be constroed to be fiduciary) in nature and the Collateral

Agent shall not have any duties or obligations except those expressly sct forth herein and

in the other Transaction Documents. Without limiting the generality of thc foregoing, (i)

the Collateral Agent shall not have any duty to take any discretionary action or exercise

any discretionary powers, but shall be required to act or refrain from acting (and shall be

fully protected iri so acting or refraining from acting) upon receiving Proper Instructions,

provided that the Collateral Agent shall not be required to take any action that, in its

rcasonable opinion or the reasonable opinion of its counsel, may reasonably be expected

to expose the Collateral Agent or any of its Affiliates to liability as 1.0 which no

indemnification reasonably satisfactory to it is provided or that is contrary to any

14
Transaction Document or applicable law, (ii) the Collateral Agent shall not be subject to

any fiduciary or other implied duties, implied covenants or implied obligations pursuant

to this Agreement or any other Transaction Documcnt, regardless of whether an Event of

Default has oceun-ed and is continuing, (iii) the Collateral Agent shall not have any duty

to disclose, and shall not be liable for any failure to disclose, any information relating to

the Pledgor that is communicated to or obtained by the Collateral Agent or any of its

Affiliates in any capacity other than its Collateral Agent capacity, and (iv) the Collateral

Agent shall not be .required to expend or risk any of its funds or otherwise incur any

financial or other liability in the pcrformance of any of its duties hcrcunder. Thc

Collateral Agent shall not be liable for (i) any action takcn or not taken by it in good faitb

in accordance with Proper Instructions or (ii) any action taken or not takcn by it with the

consent or at the request of the Lender or in accordance with this Agreement or any of the

Transaction Documents or in the absence of its own negligence, bad faith, willful

misconduct or fraudulent actions. Abscnt actual knowledge, the Collateral Agent shall be

deemed not to have knowledge of any Event of Default unless and until written notice

thereof is received by the Collateral Agent from the Pledgor or the Lender, and the

Collateral Agent shall not be responsible for or have any duty to ascertain or inquire into

(i) any statement, warranty, representation or other information made or supplied in or in

connection with this Agreement or any other Transaction Document, (ii) the contents of

any certificate, report or other document delivered hereunder or thereunder or in

connection herewith or therewith or the adequacy, accuracy and/or completeness of the

information contained therein, (iii) the performance or observance of any of the

covenants, agreements or other terms or conditions set forth herein or therein or the

occurrence of any Event of Default, (iv) the validity, enforceability, effectivencss or

genuineness of this Agreement, any other Transaction Document or any other agreement,

instrument or document or the perfection or priority of any lien or Security 1nterest

created or purported to be ercated by this Agreement or any othcr Transaction Document

or (v) the satisfaction of any condition set forth herein or in any other Transaction

Document, other than (but subject to the foregoing clause (ii» to confirm receipt of itcms

exprcssly required to be delivered to the Collateral Agent. Nothing in this Agreement or

any other Transaction Document shall require either the Collateral Agcnt or any of its

Related Parties to carry out any "know your customer" or other checks in relation to any

Person on behalf of the Lender and thc Lender confirms to thc Collateral Agent that the

Lender is solely responsible for any such checks the Lender is required to carry out and

that the Lender may not rely on any statement in relation to such checks made by the

Collateral Agent or any of its Related Parties. Notwithstanding anything contained in this

Agreement to the contrary, the Collateral Agent shall not incur any liability for not

performing any act or fulfilling any obligation hereunder by reason of any occurrence

beyond its control (including, without limitation, any provision of any present or future

law or regulation or any act of any governmental authority, any act of God or war or

terrorism or the unavailability of the Federal Reserve Bank wire services or any

electronie communication failure).

(t) Evidence ofAuthority. The Collateral Agent shall be entitled to rely upon,

and shall not incur any liability for relying upon, any notice, request, certificate, consent,

statement, instrument, document or other writing (including any electronic mcssage,

Internet or intranet website posting or other distribution) believed by the Collateral Agent

15
to be genuine and to have been signed, sent or otherwise authenticated by the proper

Person. The Collateral Agent also may rely upon any statement made to it orally or by

telephone and believed by such Collateral Agent in good faith to have been made by the

proper Person, and shall not incur any liability for relying thereon. In determining

compliance with any condition hereunder to the making of any Loans that by its terms

must be fulfilled to the satisfaction of the Lender, the Collateral Agent rnay presume that

such condition is satisfactory to the Lender unless an officer of the Collateral Agcnt

responsible for the transactions contemplated hereby shall have received notice to the

contrary from the Lender prior to the making of such Loans. Absent negligencc, bad

faith, willful misconduct or fraudulent actions, the Collateral Agent shall be entitled to

rely on, and shall not incur any liability for relying on, any notice, request, certil1cate,

consent, statement, instrument, document or other writing believed by it to be genuine

and to have been signed or sent by the proper Person. The Collateral Agent may receive

and accept a certificate of a Responsible Officer of the Lender as conclusive evidence of

the authority of any pcrson to act in accordance with such certificate or of" a Responsible

Officer of the Pledgor as conclusive evidence of any determination or of any action by

the Pledgor pursuant to the Pledgor's LLC Agreement as described in such certificate,

and such certificate may be considered as in full force and effect until receipt by the

Collateral Agent of written notice to the contrary. The Collateral Agent may consult with

legal counsel (who may be counsel for the Pledgor), independent accountants and other

experts selected by it, and shall not be liable for any action taken or not taken by it in

reasonable reliance upon the advice of any such counsel, accountants or experts.

(g) Delegation of Duties. The Collateral Agent may perform any and all of its

duties and exercise its rights and powers herennder or under any other Transaction

Document by or through anyone or more sub-agents appointed by the Collateral Agent,

provided that the Collateral Agent agrees that (x) such sub-agents will be selected by it

with reasonable care, (y) no such appointment will relieve the Collateral Agent 01" its

obligations hereunder and (z) the Collateral Agent shall remain hilly responsible I'm the

performance of any such sub-agent. The Collateral Agent and any such sub-agent may

perform any and all of its duties and exercise its rights and powers by or through their

respective Related Parties. Each such sub agent and the Related Parties of each Agent

and each such sub agent shall be entitled to the benefits of all provisions of this Section 6

and Section 11 (as though such sub-agents were a "Collatcral Agent" under the

Transaction Documents) as if set forth in full herein with respect thereto, except that

Costs and Expenses shall not include any amounts owed by the Collateral Agcnt to any

sub-agent, all such amounts to be paid by the Collateral Agent.

(h) Information as to Secured Obligations. For all purposes of the Security

Documents, including determining the aggregate amount of Secured Obligations or the

amount of Secured Obligations owed to the Lender, the Collateral Agent will be entitled

to rely on information from Lender as to amounts owed to Lender, the Pledgor or its own

records (or such party as the Lender may direct in a Proper Instruction with respect to

other amounts).

(i) Resignation; Successor Collateral Agent. The Collateral Agent may

resign as collateral agent hereunder at any time for any reason, and the Lender may, in its

16
sole discretion, remove the Collateral Agent as collateral agent hereunder at any time for

any reason, in each case upon not less than 30 days' prior written noticc to each other

Party; provided that no resignation of the Collateral Agent shall be effective until the

Lender shall havc appointed a successor Collateral Agent. If the Lender shall fail to

appoint such successor within 90 days after notice of resignation or removal, as the case

may be, then the Collateral Agent may petition any court of competent jurisdiction for the

appointment of such successor at the sole cost and expense of the Lender. The indemnity

provided to the Collateral Agent under Section 11 shall survive its resignation or removal

under this Agreement with respect to any indemnified liabilities to the extent incurred or

arising, or relating to events occurring, beforc such resignation or removal. Upon

acceptance in writing of its appointment as Collateral Agent hereunder by a successor,

such successor shall succeed to and become vested with all the rights, powers, privileges

and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall be,

upon transfer of possession of all Pledged Collateral in its control to such successor,

discharged from its duties hereunder. As of the resignation date, fees and reimbursement

expenses shall be paid to the Collateral Agent in accordance with Section 5 of the

Security Agreement on the next succeeding Payment Date. The fees payable by the

Pledgor to a successor Collateral Agent shall be the same as those payable to its

predecessor unless otherwise agreed by the Pledgor and such successor. After the

Collateral Agent's resignation hereunder, the provisions of this Section 6(i) shall continue

in effect for the benefit of such retiring Collateral Agent and its respective Related Parties

in respect of any actions taken or omitted to be taken by any of them while the retiring

Collateral Agent was acting as collateral agent hereunder.

(j) Authority to Administer Pledged Collateral. Without derogation oj the

Collateral Agent's duties under this Section, as further security for the Secured

Obligations, the Pledgor hereby appoints the Collateral Agent as its true and lawful

attorney, with full power of substitution, in the name of the Pledgor, the Collateral Agent

or otherwise, for the sole use and benefit of the Collateral Agent, but at the expense of the

Pledgor, to the extent permitted by law but only while an Event of Default has occurred

and is continuing, for the purpose of taking such action and executing agreements,

instruments and other documents, in the name of the Pledgor, as expressly provided

herein and as the Collateral Agent (at the direction of the Lender) or the Lender may

deem necessary or advisable to accomplish the purposes hereof, including to exercisc, at

any time and from time to time, all or any of the following powers with respect to all or

any of the Pledged Collateral:

(i) to demand, sue for, collect, receive and give acquittance for any

and all monies due or to become due upon or by virtue thereof;

(ii) to settle, compromise, compound, prosecute or defend any action

or proceeding with respect thereto;

(iii) to sell, lease, license or otherwise Dispose of the same or the

proceeds or avails thereof, as fully and effectually as if the Collateral Agent were the

absolute owner thereof; and

17
(iv) to extend the time of payment of any or all thereof and to make any

allowance or other adjustment with reference thereto;

provided that with respect to Dispositions of any Pledged Collateral under this

Agreement after the occurrence and during the continuance of an Event of Default,

except in the case of Pledged Collateral that threatens to decline speedily in value or is of

a type customarily sold on a recognized market, the Collateral Agent will give the Lender

and the Pledgor at least ten days prior written notice of the time and place of any public

sale thereof or the time after which any private sale or other intended Disposition thereof

will be made. Any such notice shall (x) contain the information specified in UCC

Section 9-613, (y) be Authenticated and (z) be sent to the Parties required to be notified

pursuant to UCC Section 9-611(c); provided further that if the Collateral Agent fails to

comply with this sentence in any respect, its liability for such failure shall be limited to

the liability (if any) imposed on it as a matter of law under the UCC; and providedfurther

that in taking, or refusing to take, any action pursuant to this Section G(j), the Collateral

Agent shall not take any action contrary to any Proper Instruction.

(k) Non-Reliance.

(i) The Lender confirms to the Collateral Agent that it (A) possesses

(individually or through its Related Parties) such knowledge and experience in

financial and business matters that it is capable, without reliance on the Collateral

Agent, or any of its respective Related Parties, of evaluating the merits and risks

(including tax, legal, regulatory, credit, accounting and other financial matters) of (x)

entering into this Agreement and the other Transaction Document, (y) making its

Loans and (z) taking or not taking actions hereunder and thereunder, (B) is

financially able to bear such risks and (C) has determined that entering into th.is

Agreement and making its Loans and entering into the other Transaction Documents

is suitable and appropriate for it.

(ii) The Lender acknowledges that (x) it is solely responsible for

making its own independent appraisal and investigation of all risks arising undcr or

in connection with this Agreement and the other Transaction Documents, (y) it has,

independently and without reliance upon the Collateral Agent, or any of its Related

Parties, made its own appraisal and investigation of all risks associated with, and its

own credit analysis and decision to enter into, this Agreement and the other

Transaction Documents based on such documents and information, as it has deemed

appropriate and (z) it will, independently and without reliance upon the Collateral

Agent or any of its Related Parties, continue to be solely rcsponsible for making its

own appraisal and investigation of all risks arising under or in connection with, and

its own credit analysis and decision to take or not take action under, this Agreement

and the other Transaction Documents based on such documents and information as it

shall from time to time deem appropriate, which may include, in each case:

(A)

Pledgor;

the tlnancial condition, status and capitalization of the

18
(B) the legality, validity, effectiveness, adequacy or

enforceability of this Agreement and each other Transaction Document

and any other agreement, arrangement or document entered into, made or

executed in anticipation of, under or in connection with any Transaction

Document;

(C) determining compliance or non-compliance with any

condition hereunder to the making of its Loans and the form and substance

of all evidence delivered in connection with establishing the satisfaction of

each such condition; and

(D) the adequacy, accuracy and/or completeness of the

information delivered by the Collateral Agent or any or its respective

Related Parties under or in connection with this Agreement or any other

Transaction Document, the transactions contcmplated hereby and thereby

or any other agreement, arrangement or document entered into, made or

executed in anticipation of, under or in connection with any Transaction

Document.

Section 7. Waivers; Amendment.

(a) No failure or delay of the Collateral Agent or any other Party in exercising

any power or right hereunder or under any other Security Document shall operate as a

waiver thereof, nor shall any single or partial exercise of any such right or power, or any

abandonment or discontinuance of steps to enforce such a right or power, preclude any

other or further exercise thereof or the exercise of any other right or power. The rights

and remedies hereunder and under the other Security Documents are cumulative and are

not exclusive of any rights or remedies that it would otherwise have. No waiver of any

provision of this Agreement or any other Security Document or consent to any departure

by the Collateral Agent or any other Party shall in any event be effective unless thc same

shall be given in accordance with Section 7(b), and then snch waiver or consent shall be

effective only in the specific instance and for the purpose for which given. No noticc or

demand on the Collateral Agent in any case shall entitle the Collateral Agent to any other

or further notice or demand in similar or other circumstances.

(b) Each party to this Agrecment may waive its rights under any provision or

this Agreement in writing. Neither this Agreement nor any provision hereof may be

waived, amended or modified except in accordance with thc provisions of Section 9.0 I of

the Credit Agreemcnt; provided that without the consent of thc Collateral Agent and the

OEM Paying Agent, no amendmcnt, modification, snpplemcnt or waiver of this

Agreement may modify this Agreement in a way that adversely affccts thc rights,

immunity, indemnity, duties, obligations liabilities or protection of the Agents hereunder.

Any such amendment, supplement, modiilcation or waiver shall be binding upon the

Collateral Agent, each other Secured Party and the Pledgor. Any pnrported amendment,

waiver, supplement or modification not complying with the terms of this Section shall. be

null and void.

19
Section 8. Notices.

Each notice, request or other communication given to the Lender hereunder shall

be given in accordance with Section 9.02 of the Credit Agreement (or to such other

recipient or address as may be hereafter notified by the respective parties hereto). Each

notice, request or other communication given to the Collateral Agent hereunder shall be

addressed as follows or to such other recipient or address as may be hereafter notified by

the respective parties hereto:

Citibank, N.A.

Agency & Trust

388 Greenwich Street, 14th Floor

New York, NY 10013

Attention: Patricia Gallagher

Telephone: (212) 816-2977

Facsimile: (212) 657-2762

Email: patricial.gallagher@citi.com

Each notice, request or other communication given to the Pledgor hereunder shall

be addressed as follows or to such other recipient or address as may be hereafter noti fied

by the respective parties hereto:

Chrysler Group LLC

1000 Chrysler Drive

Auburn Hills, MI 38326

Attention: General Counsel C1MS 485-14-78

Telephone:

Facsimile:

with a copy to:

Chrysler Group LLC

1000 Chrysler Drive

Auburn Hills, M138326

Attention:

Telephone

Facsimile:

Section 9. Binding Effect.

This Agreement shall become effective when a counterpart hereof shall have been

executed by each of the Parties and delivered to the Lender.

Section 10. Intentionally Reserved.

Section 11. Expenses; Indemnify; Certain Damages.

20
(a) The Pledgor agrees to pay all reasonable out-of-pocket expenses incurred by

the Collateral Agent in connection with performance of its obligations hereunder.

(b) The Pledgor shall indemnify the Collateral Agent and each of its Related

Parties (each such Person being called an "Indemnitee") against, and hold each

Indemnitee harmless from, any and all losses, claims, damages, liabilities and rei ated

expenses (including the reasonable fees, charges and disbursements of counsel for the

Indemnitee(s); provided, that Pledgor shall only be responsible for the fees, charges and

disbursements of a single attorney or firm engaged to represent all Indemnitees taken

together, except to the extent such joint representation would be inappropriate under

applicable standards of professional conduct), incurred by any Indemnitee or asserted

against any Indemnitee by any third party arising out of, in connection with, or as a result

of (i) the execution or delivery of this Agreement, any other Transaction Document or

any agreement or instrument contemplated hereby or thereby, the performance by the

parties hereto of their respective obligations hereunder or thereunder or the

consummation of the transactions contemplated hereby or thereby, (ii) any Loan or the

use or proposed use of the proceeds therefrom, or (iii) any actual or prospective claim,

litigation, investigation or proceeding relating to any of the foregoing, whether based on

contract, tort or any other theory, whether brought by a third party or by the Pledgor or

any of its Affiliates and regardless of whether any Indemnitee is a party thereto, provided

that such indemnity shall not, as to any Indemnitce, be available to thc extent that such

losses, claims, damages, liabilities or related expenses are determined by a court of

competent jurisdiction by final and nonappealable judgment to have resulted from the

negligence, bad faith, willful misconduct, or fraudulent actions 0[' such Indemnitee or its

Related Persons.

(c) Except for liabilities to third parties relating to defense and indemnification

obligations hereunder and to the extent permitted by applicable law, no party shall assert

on its own behalf, and each hereby waives, any claim against any other party, on any

theory of liability, for special, indirect, consequential or punitive damages (as opposed to

direct or actual damages) arising out of, in connection with, or as a result of, this

Agreement or any other Transaction Document, or any agreement or instrument

contemplated hereby, or the transactions contemplated hereby. To the extent that the

Pledgor for any reason fails to indefeasibly pay any amount required uncler this

subsection (c) of this Section to be paid by it to the Collateral Agent or any Relatcd Party

thereof, the Lender (to the extent and only to the extent available from the Collateral

Account from time to time) agrees to pay to the Collateral Agent or such Related Party,

as the ease may be, such unpaid amount, provided that the unreimbursed expcnse or

indemnified loss, claim, damage, liability or related expense, as the case may be, was

incurred by or asserted against the Collateral Agent in its capacity as such.

(d) Notwithstanding anything berein to the contrary, the provisions 0(' this

Section shall remain operative and in full force and effect regardless of the expiration of

the term of this Agreement, the repayment of any 0(' the Secured Obligations, the

reduction or termination of the commitments to make Loans under the Crcdit Agrcemcnt,

the invalidity or unenforceability of any term or provision of this Agrcement, the Crcdit

21
Agreement or any other Transaetion Doeument or any investigation made by or on behalf

of any party hereto.

(e) If any transfer tax, doeumentary stamp tax or other tax is payable in

eonneetion with the Pledged Collateral or the Seeurity Interest, the Pledgor will pay such

tax and provide any required tax stamps to the Collateral Agent or as otherwise required

by law.

Section 12. Successors and Assigns.

(a) This Agreement shall be binding upon and inure to the benefit of the Parties

and their respective successors and assigns permitted hereby, except that the Collateral

Agent may not assign or otherwise transfer any of its rights or obligations hereunder

without the prior written consent of the Lender, which consent shall not be unreasonably

withheld (and any attempted assignment or transfer by the Collateral Agent without such

consent shall be null and void). If all or any part of any Secured Party's interest in any

Secured Obligation is assigned or otherwise transferred, the transferor's rights hereunder,

to the extent applicable to the obligation so transferred, shall be automatically transrcrred

with such Secured Obligation.

(b) Any Person (i) into which the Collateral Agent may be merged or

consolidated, (ii) which may result from any merger, conversion or consolidation to

which the Collateral Agent shall be a party or (iii) sueeeeding to the business of the

Collateral Agent, which Person, in any of the foregoing cases exeeutes an agreement of

assumption to perform every obligation of the Collateral Agent hereunder, shall be the

suecessor to the Collateral Agent under this Agreement without the exeeution or filing of

any paper or any further act on the part of any of the Parties to this Agreement,

notwithstanding anything in this Agreement to the contrary. The Collateral Agent shall

provide prior written notice of any merger, eonsolidation or succession pursuant to this

clause to the Pledgor and the Lender.

Seetion 13. Counterparts.

This Agreement may be executed in counterparts (and by different Parties on

different eounterparts), each of which shall constitute an original but all of wbieh when

taken together shall eonstitute a single contraet, and shall bceome effective as provided in

Section 9. Delivery of an executed signature page to this Agreement by facsimile

transmission shall be as effective as delivery of a manually signed eounterpart of this

Agreement.

Section 14. Severability.

If anyone or more of the provisions contained in this Agreement or in any other

Transaction Document to whieh the Pledgor is a party should be held invalid, ilI.egal or

unenforceable in any respect to the extent permitted by applicable law, the validity,

legality and enforceability of the remaining provisions contained herein and therein shall

not in any way be affected or impaired thereby (it being understood that the invalidity of

a particular provision in a particular jurisdiction shall not in and of itself affcet the

22
validity of such provision in any other jurisdiction). The Parties shall endeavor in goodfaith negotiations to replace thc invalid, illegal or unenforceable provisions with valid

provisions the economic effect of which comes as close as possible to that of the invalid,

illegal or unenforceable provisions.

Section IS. Integration.

This Agreement and the other Transaction Documents represent the entire

agreement of the Parties with respect to the subject matter hereof and thereof, and there

are no promises, undertakings, representations or warranties by the Pledgor, any Secured

Party or the Lender relative to the subject matter hereof not expressly sct forth or referred

to herein or in the other Transaction Documents.

Section 16. Applicable Law.

THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN

ACCORDANCE WITH THE FEDERAL LAW OF THE UNITED STATES. INSOFAR

AS THERE MAY BE NO APPLICABLE FEDERAL LAW, THIS AGREEMENT

SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE

OF NEW YORK, WITHOUT REGARD TO ANY RULE OF CONFLICTS OF LAW

(OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS

LAW) THAT WOULD RESULT IN THE APPLICATION OF THE SUBSTANTIVE

LAW OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK.

NOTHING IN THIS AGREEMENT SHALL REQUIRE ANY UNLAWFUL ACTION

OR INACTION BY EITHER PARTY.

Section 17. Submissian to Jurisdiction; Venue; Etc.

EACH PARTY HERETO HEREBY IRREVOCABLY AND

UNCONDITIONALLY:

(a) SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY LEGAL

ACTION OR PROCEEDING RELATING TO THIS AGREEMENT, THE

PROMISSORY NOTES AND THE OTHER LOAN DOCUMENTS, OR FOR

RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN RESPECT

THEREOF, TO THE GENERAL JURISDICTION OF ANY COURT OF TI-IG STATE

AND COUNTY OF NEW YORK, OR IN THE UNITED STATES DISTRICT COURT

FOR THE SOUTHERN DISTRICT OF NEW YORK;

(b) CONSENTS THAT ANY SUCH ACTION OR PROCEEDING MAY BE

BROUGHT IN SUCH COURTS AND, TO THE EXTENT PERMITTED BY LAW,

WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE

VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT OR

THAT SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN

INCONVENIENT COURT AND AGREES NOT TO PLEAD OR CLAIM THE SAME:

(c) AGREES THAT SERVICE OF PROCESS IN ANY SUCH ACTION OR

PROCEEDING MAY BE EFFECTED BY MAILING A COPY THEREOF BY

23
REGISTERED OR CERTIFIED MAIL (OR ANY SUBSTANTIALLY SIMILAR

FORM OF MAIL), POSTAGE PREPAID, TO ITS ADDRESS SET FORTI-I IN

SECTION 9.02 OR AT SUCI-I OTHER ADDRESS OF WHICH THE LENDER SHALL

HAVE BEEN NOTIFIED; AND

(d) AGREES THAT NOTI-lING HEREIN SHALL AFFECT THE RIGHT

TO EFFECT SERVICE OF PROCESS IN ANY OTHER MANNER PERMITfED BY

LAW OR SHALL LIMIT THE RIGHT TO SUE IN ANY OTHER JURiSDICTION.

Section 18. Confidentiality.

The Lender and the Collateral Agent agree to keep confidential all nonpuhlic

information provided to them by the Pledgor, the Collatcral Agent, the Lender or any

other Person pursuant to orin connection with this Agreement or the other Transaction

Documents in accordance with the confidentiality provisions applicable to the Lender set

forth in Section 9.14 of the Credit Agreement.

Section 19. WAIVERS OF JURY TRIAL.

EACH PARTY HERETO IRREVOCABLY WAIVES, TO THE FULLliST

EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL

BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO

THIS AGREEMENT, THE PLEDGED COLLATERAL, ANY OTHER LOAN

DOCUMENT OR. THE TRANSACTIONS CONTEMPLATED HEREBY OR

THEREBY.

Section 20. Limited Recourse.

Notwithstanding anything to the contrary contained in this Agreement and the

other Transaction Documents, the obligations of the Pledgor under this Agreement and

all other Transaction Documents are solely the obligations or the Pledgor and shall be

payable solely to the extent of funds received by and available to the Pledgor in

accordance with this Agreement and the other Transaction Documents. No recourse shall

be had for the payment of any amount owing in respect of any obligation of, or claim

against, the Pledgor arising out of or based upon this Agreement or any other Transaction

Document against any holder of a membership interest, employee, officer or Affiliate

thereof and, except as specifically provided herein and in the other Transaction

Documents, no recourse shall be had for the payment of any amount owing in respect of

any obligation of, or claim against, the Pledgor arising out of or based upon this

Agreement against the Collateral Agent or any holder of the membership interests of the

Pledgor or any Related Party of any thereof; provided that the foregoing shall not rel ieve

any such person or entity from any liability they might otherwise have as a result of bad

faith, willful misconduct or fraudulent actions taken or omissions by them or, in the case

of the Collateral Agent or any Related Party thereof, the foregoing or its negligence in the

performance of its duties under the Servicing Agreement. The provisions of this Section

20 shall survive the termination or expiration of this Agreement and payment in full of all

the Secured Obligations.

24
Section 21. Headings.

Article and Section headings used herein are for convenience of reference only,

are not part of this Agreement and are not to affect the construction of, or to be taken into

consideration in interpreting, this Agreement.

Section 22. Waiver ofRight of Setoff

The Collateral Agent waives all of its rights to set off and apply any Pledged

Collateral at any time held and other obligations at any time owing by the Collateral

Agent to or for the credit or the account of the Pledgor or any Secured Party against the

obligations of the Pledgor or any Secured Party hereunder and under the other

Transaction Documents, irrespective of whether or not the Collateral Agent shall have

made any demand thereunder and although such obligations may be unmatured.

Section 23. Instructions.

It is understood that any instruction required to be given, prepared and/or

delivered by the Lender or its designee pursuant to this Agreement will be glven,

prepared and/or delivered pursuant to a Proper Instruction.

Section 24. Further Assurances.

Each Party agrees to do such further acts and things and to execute and deliver to

the Pledgor (or to the Collateral Agent or to the Lender) such additional assignments,

agreements, powers and instruments, as may be reasonably necessary to carry into effect

the purposes of this Agreement.

Section 25. Intentionally Reserved.

Section 26. Role ofthe Lender.

Each party agrees that, exccpt as otherwise set forth in this Agreement and the

other Transaction Documents, the Lender has ultimate authority with respect to all

decisions regarding the management of the Pledged Collateral (which the Lender may

delegate, in whole or in pati, to the Collateral Agent or otherwise).

Section 27. Intentionally Reserved.

Section 28. Executive Privileges and Compensation.

(a) During the Availability Period, the Pledgor shall comply with the

following restrictions on executive privileges and compensation:

(i) Pledgor shall take all necessary action to ensure that its Plans

comply in all respects with Section III of EESA, as implemented by any guidance

or regulation thereunder or any other guidance or regulations under Section I I I of

EESA, as the same shall be in effect from time to time ("Compensation

25
Regulations") and shall not adopt any new Plan that (A) does not comply

therewith or (B) does not expressly state and require that such Plan and any

compensation thereunder shall be Subject to any relevant Compensation Regulations

adopted, issued or released on or after the date any such Plan is adopted. To the

extent that the Compensation Regulations change during the Availability Period

in a manner that requires changes to the then-existing Plans, thc Pledgor shall

effect such changes to its Plans as promptly as practicable after it has actual

knowledge of such changes in order to be in compliance with this Scction 28

(and shall be deemed to be in compliance for a reasonable period to effect such

changes).

(ii) Pledgor shall be subject to the limits on annual executive

compensation deductibles imposed by Section 162(m)(5) of the Code, as applicable;

(iii) Pledgor shall not payor accrue any bonus or incentive

compensation to the Senior Employees, except as may be permitted under the EESA

or the Compensation Regulations;

(iv) Pledgor shall not adopt or maintain any compcnsation plan Ihat

would encourage manipulation of its reported earnings to enhance the compcnsation

of any of its employees;

(v) Pledgor shall maintain all suspensions and other restrictions

of contributions to Plans that are in place or initiated as of the date of this

Agreement; and

(vi) at all times throughout the term of this Agreement, the Lender

shall have the right to require Pledgor to claw back any bonuses or other

compensation, including golden parachutes, paid to any Senior Employees in

violation of any of the foregoing.

(b) Within 120 days after thc date of this Agrcemcnt, the Pledgor's principal

executive officer (or person acting in a similar capacity) shall certify in writing to the

Lender's Chief Compliance Officer that the Pledgor's compensation commiltcc has

reviewed the compensation arrangements of the Senior Executive Officers with its

senior risk officers and determined that the compensation arrangements do not

encourage the Senior Executive Officers to take unnecessary and excessive risks that

threaten the value of the Pledgor; provided that to the extent the New OEM has provided

certification pursuant to Section 5.1 6(b) of the New OEM Loan Agreement on Executive

Privileges and Compensation, the Pledgor's obligations under tbis Section 23(b) shall be

deemed to be satisfied. The Pledgor shall preserve appropriate documcnt:ltioll and

records to substantiate such certification in an easily accessible place for a period not less

than three (3) years following the Maturity Date.

For the avoidance of doubt, (i) the limits of Sections 28(a)(ii)-(vi) and Scctioll

28(b) are in addition to any applicable requirements under provisions of EI3SA

prohibiting golden parachute payments to Senior Executive Officers and the relevant

26
Compensation Regulations and (ii) to the extent any Plan is inconsistent with any

relevant Compensation Regulations, such Compensation Regulations shall control.

Section 29. Termination.

The Security Interest created or granted hereby shall terminate on the first date on

which (a) the Lender has no remaining commitment to make any Loans, (b) all Pledged

Collateral has been fully liquidated and Disposed of and all proceeds thereof have been

distributed in accordance with Section 5 of the Security Agreement and (c) all Secured

Obligations have been paid in full. Except as otherwise set forth herein, this Agreement

shall terminate contemporaneously with, and all representations, warranties and

covenants of all parties hereto shall survive until, the termination of thc Security

Agreement.

Section 30. Additional Inspection Rights.

At all times while any Loans are outstanding, the Pledgor shall permit (i) the

Lender and its agents, consultants, contractors and advisors, (ii) the Special Inspector

General of the Troubled Asset Relief Program, (iii) the Comptroller General of the

United States, and (iv) the General Accounting Office of the United States access to

personnel and any books, papers, records or other data delivered to it pursuant to the

Transaction Documents or otherwise in its possession, custody or control, in each case to

the extent relevant to ascertaining compliance with the tcrms and conditions set forth in

the Loan Documents, during normal business hours and upon reasonable notice to the

Pledgor, as the case may he; provided that prior to disclosing any information pursuant to

clause (i), (ii) or (iii), the Lender, the Special Inspector General of the Troubled Assct

Relief Program, the Comptroller General of the United States and the Gcncral

Accounting Office of the United States shall have agreed, with respect to documents

obtained under this agreement in furtherance of their respective functions, to follow

applicable law and regulation (and the applicable customary policies and procedures,

including those for inspectors general) regarding the dissemination of confidential

materials, including redacting confidential information from the public version of its

reports, as appropriate, and soliciting input from the Pledgor as to information that sbould

be afforded confidentiality. The Lender represents that it has been informed by the

Special Inspector Gencral of the Troubled Asset Relief Program and the Comptrollcr

General of the United States that they, before making any request for accc,ss or

information pursuant to their oversight and audit functions, will establish a protocol to

avoid, to the extent reasonably possible, duplicative requests. Nothing in this Section 30

shall be construed to limit the authority that the Special Inspcctor General of the Troubled

Asset Relief Program or the Comptroller General of the United States have under law.

Section 31. No Merger ofTitle.

If the Borrower (or any Person claiming through the Borrower, including the

Lender) is deemed to be holding a Purchased Receivable on behalf of the Pledgor, no

merger shall result therefrom; and the Borrower's right to receive payment as account

27
creditor shall remain separate and distinct from the Pledgor's obligation to make payment

as account debtor until such Purchased Receivable has been paid in full.

Section 32.

Challenges.

Limitation upon Certain Independem Actions; No

(a) No Secured Party other than the Lender shall have any right to institute any

action or proceeding to enforce any term or provision of the Security Documents or to

enforce any of its rights in respect of the Pledged Collateral or to exercise any other

remedy pursuant to the Security Documents or at law or in equity for the purpose of

realizing on the Pledged Collateral, or by reason of jeopardy of any Pledged Collateral, or

for the execution of any trust or power hereunder (colleetively, the "Specified Actions").

The Lender may act on behalf' of the Secured Parties or any of them and shall be entitled

to commence proceedings in any court of competent jurisdiction or to take any other

Specified Actions as the Collateral Agent might have taken pursuant to this Agreement or

the other Security Documents. The Pledgor acknowledges and agrees that should the

Lender act in accordance with this provision, the Lender will have all the rights, remedies,

benefits and powers as are granted to the Collateral Agent pursuant this Agreement and

the other Security Documents.

(b) In no event shall any Secured Party take any action to challengc, contest or

dispute the validity, extent, enforceability or priority of the Security Interest hereunder or

under any other Security Document with respect to any of the Pledged Collateral, or that

would have the effect of invalidating the Security Interest or support any Person who

takes any such action. Each of the Secured Parties agrees that it will not take any action

to challenge, contest or dispute the validity, enforceability or secured status of any other

Secured Party's claims against the Pledgor (other than any such claim resulting from a

breach of this Agrcement by a Secured Party, or any challenge, contest or dispute

alleging arithmetical error in the determination of a claim), or that would have the effect

of invalidating any such claim, or support any Person who takes any such action.

Section 33. Employ American Workers Act o!,2009.

The Pledgor shall take all necessary action to ensure that its subsidiaries, as

applicable, shall comply in all respects with the provisions of the Employ American

Workers Act of 2009.

[signature pagesfollow]

28
IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly

executed as of the date set forth above.

CHRYSLER GROUP LLC, as Pledgor

By:

Name:

Title:

[Signature page to Pledge Agreement]
CITIBANK, N.A., as Collateral Agent

By:

Name:

Title:

CITIBANK, N.A., as OEM Paying Agent

By:

Name:

Title:

[Signature page to Pledge Agreement]
UNITED STATES DEPARTMENT OF

THE TREASURY, as Lender

By:

Name: Herbert M. Allison, Jr.

Title: Assistant Secretary for

Financial Stability

[Signature page to Pledge Agreement]
AGREED TO AND ACKNOWLEDGED:

CHRYSLER RECEIVABLES SPV LLC,

as Borrower

By: CHRYSLER GROUP LLC, as its

sole Member

By:

Name:

Title:

[Signature page to Pledge Agreement]
Exhibit B-}

FORM OF INCUMBENCY CERTIFICATE OF LENDER

The undersigned, [ ], [ ] of the United

States Department of the Treasury (the "U.S. Treasury"), hereby certifies on behalf of

the U.S. Treasury as follows:

1. Each of the below listed individuals is a duly appointed officer of the U.S.

Treasury, holding the office set forth below opposite his/her name and tbat set

forth below is a true and correct copy of his/her specimen signature.

2. Pursuant to Section 6(a)(ii) of the Pledge Agreement effective as of June 10, 2009

(the "Pledge Agreement") by and among Chrysler Group LLC as Pledgor, the

U.S. Treasury, as Lender and Cilibank, N.A. as Collateral Agent and OEM Paying

Agent (the "Agents"), each of the below listed individuals is authorized, on behalf

of the U.S. Treasury in its capaeity as Lender under the Pledge Agreement, to

give Proper Instruetions (as such term is defined in the Pledge Agreement) to tbe

Agents with respect to any matter that the Lender is authorized to give Proper

Instructions to tbe Agcnts under the terms of the Pledge Agreement

Signature

[ ]

[ ]

[signature page follows]
IN WITNESS WHEREOF, I have hereunto subscribed my name as of this _ day

of [ ], 2009.

UNITED STATES DEPARTMENT OF THE TREASURY,

as Lender

Namc:

Title:
Exhibit B-2

FORM OF INCUMBENCY CERTIFICATE OF PLEDGOR

The undersigned, [ ] of Chrysler

Group LLC, a Delaware limited liability company (the "New OEM"), hereby certifies on

behalf of the New OEM as follows:

1. Eaeh of the below listed individuals is a duly appointed offieer or other authorized

representative of the New OEM, holding the office set forth below opposite

his/her name and that set forth below is a true and eorrect copy of his/her

specimen signature.

2. Pursuant to Section 6(a)(ii) of the Pledge Agreement effective as of June 10,2009

(the "Pledge Agreement") by and among the New OEM, as Pledgor, the United

States Department of the Treasury, as Lender and Citibank, N.A. as Collateral

Agent and OEM Paying Agent (the "Agents"), each of the below listed

individuals is authorized, on behalf of the New OEM in its capacity as Pledgor

under the Pledge Agreement, to give Proper Instructions (as such term is defined

in the Pledge Agreement) to the Agents with respect to any matter that the

Pledgor is authorized to give Proper Instructions to the Agents under the terms of

the Pledge Agreement.

Signature

[signature page follows]
IN WITNESS WHEREOF, I have hereunto subscribed my name as of this _ day

of [ ],2009.

CHRYSLER GROUP LLC,

as Pledgor

Name:

Title:
Exhibit B-3

FORM OF INCUMBENCY CERTIFICATE OF OEM I'AYING AGENT

[to be supplied]
CERTIFICATE OF INCUMBENCY

CIT I BAN K, N. A.

I, Joseph B. Wollard, Assistant Secretary of Citibank, NA having its main office at 3900

Paradise Road, Las Vegas, Nevada and its principal place of business at 399 Park

Avenue, New York, NY, DO HEREBY CERTIFY that the following is a true and correct

copy of Section 2 of Article X of the existing By-Laws of CITIBANK, NA in full force and

effect as of the date hereof:

"Execution of Instruments. All 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, may be signed executed, acknowledged, verified, delivered or

accepted in behaif of the Association by the Chairman, the Chief Executive

Officer, the President, any Vice Chairman, or any Executive Vice President,

or the Chairman Credit Policy Committee, or any Senior Vice President, or

the Secretary, or the Chief Auditor, or any Vice President, or anyone holding

a position equivalent to the foregoing pursuant to provisions of these 13yLaws, or, if in connection with tile exercise of any of the fiduciary powers of

the Association, by any of said officers or by any Senior Trust Officer Any

such instruments may also be executed, acknowledged, verified, delivered

or accepted in behalf of the Association in such other manner and by such

other officers as the Board of Directors may from time to time direct. The

provisions of this Section 2 are supplementary to any other provisions of

these By-Laws."

I FURTHER CERTIFY that Patricia A. Gallagher is a Vice President of CITIBANK, NA,

duly constituted as such, and the following is a facsimile signature as it appears in tile

Citibank, NA Authorized Signature System:

GaililghCGPalricta A..--·--------·-'~

Vice Presklent

In WITNESS WHEREOF, I have hereunto affixed my official signature and seal of the said

Bank in the City of New York on this 9th day of April, 2009

gTlBAN(O'

. ""~~

~;;;;:::::.
CERTIFICATE OF INCUMBENCY

CIT I BAN K, N. A.

I, Joseph B. Wollard, Assistant Secretary of Citibank, N.A. having its main office at 3900

Paradise Road, Las Vegas, Nevada and its principal place of business at 399 Park

Avenue, New York, NY, DO HEREBY CERTIFY that the following is a true and correct

copy of Section 2 of Article X of the existing By-Laws of CITIBANK, N.A. in full force and

effect as of the date hereof:

"Execution of Instruments. All 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, may be signed executed, acknOWledged, verified, delivered or

accepted in behalf of the Association by the Chairman, the Chief Executive

Officer, the President, any Vice Chairman, or any Executive Vice President,

or the Chairman Credit Policy Committee, or any Senior Vice President, or

the Secretary, or the Chief Auditor, or any Vice President, or anyone holding

a position eqUivalent to the foregoing pursuant to provisions of these ByLaws, or, if in connection with the exercise of any of the fiduciary powers of

the Association, by any of said officers or by any Senior Trust Officer. Any

such instruments may also be executed, acknowledged, verified, delivered

or accepted in behalf of the Association in such other manner and by such

other officers as the Board of Directors may from time to time direct. The

provisions of this Section 2 are supplementary to any other provisions of

these By-Laws."

I FURTHER CERTIFY that John Monaghan is a Vice President of CITIBANK, N.A., dUly

constituted as such.

In WITNESS WHEREOF, I have hereunto affixed my official signature and seal of the said

Bank in the City of New York on this gill day of April, 2009.

9!6 ,[1J!1.1fw." e

Joseph B. Wollard

g/TIBAN(O'

..,=''''==''''''="~-''

::ill.~~::':~.:;,;'
CERTIFICATE OF INCUMBENCY

CIT I BAN K, N. A.

I, Joseph B. Wollard, Assistant Secretary of Citibank, NA having its main office at 3900

Paradise Road, Las Vegas, Nevada and its principal place of business at 399 Park

Avenue, New York, NY, DO HEREBY CERTIFY that the following is a true and correct

copy of Section 2 of Article X of the existing By-Laws of CITIBANK, NA in full force and

effect as of the date hereof:

"Execution of Instruments. All 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, may be signed executed, acknowledged, verified, delivered or

accepted in behalf of the Association by the Chairman, the Chief Executive

Officer, the President, any Vice Chairman, or any Executive Vice President,

or the Chairman Credit Policy Committee, or any Senior Vice President, or

the Secretary, or the Chief Auditor, or any Vice President, or anyone holding

a position equivalent to the foregoing pursuant to provisions of these ByLaws, or, if in connection with the exercise of any of the fiduciary powers of

the Association, by any of said officers or by any Senior Trust Officer. Any

such instruments may also be executed, acknowledged, verified, delivered

or accepted in behalf of the Association in such other manner and by such

other officers as the Board of Directors may from time to time direct. The

provisions of this Section 2 are suppiementary to any other provisions of

these By-Laws"

I FURTHER CERTIFY that John Ahearn is a Vice President of CITIBANK, NA, duly

constituted as such, and the following is a facsimile signature as it appears in the Citibank,

NA Authorized Signature System:

Ahearn, John

Vice President

In WITNESS WHEREOF, I have hereunto affixed my official signature and seal of the said

Bank in the City of New York on this 9th day of April, 2009.

===

€~~~~~CE ='.:!=~-.~'::'C_·'··;"'·,':;·

~PhB. Wollard
CERTIFICATE OF INCUMBENCY

CITIBANK, N.A.

I, Glenn S. Gray, Assistant Secretary of Citibank, NA having its main office at 3900 Paradise

Road, Las Vegas, Nevada and its principal place of business at 399 Park Avenue, New York, NY,

DO HEREBY CERTIFY that the following is a true and correct copy of Section 2 of Article X of the

existing By-Laws of CITiBANK, NA in full force and effect as of the date hereof:

"Execution of Instruments. Ail agreements, indentures, mortgages, deeds,

conveyances, transfers, certificates, declarations, receipts, discharges, reieases,

satisfactions, settlements, petitions, schedUles, accounts, affidaVits, bonds,

undertakings, proxies and other instruments or documents, may be signed

executed, acknowledged, verified, delivered or accepted in behalf of the

Association by the Chairman, the Chief Executive Officer, the President, any Vice

Chairman, or any Executive Vice President, or the Chairman Credit Policy

Committee, or any Senior Vice President, or the Secretary, or the Chief Auditor, or

any Vice President, or anyone holding a position eqUivalent to Ihe foregoing

pursuant to provisions of these By-Laws, or, if in connection with the exercise of

any of the fiduciary powers of the Association, by any of said officers or by any

Senior Trust Officer. Any such instruments may also be executed, acknowledged,

verified, delivered or accepted in behalf of the Association in such other manner

and by such other officers as the Board of Directors may from time to time direct.

The provisions of this Section 2 are supplementary to any other provisions of these

By-Laws."

I FURTHER CERTIFY that Barbara Kobelt is a Vice President of CITiBANK, N.A., duly

constituted as such, and the following is a facsimile signature as it appears in the Citibank, N.A.

Authorized Signature System:

Kobelt, Barbara

Vice PrC1;ident

In WITNESS WHEREOF, I have hereunto affixed my official signature and seal of the said Bank

in the City of New York on this 4"' day of December, 2007.

(SEAL)
FORM OF ACCOUNT CONTROL AGREEMENT·

Exhibit C
ACCOUNT CONTROL AGREEMENT

among

CHRYSLER GROUP LLC,

as Pledgor,

CITIBANK, N.A., as COLLATERAL AGENT

and

CITIBANK, N.A., as BANK

Execution Version
THIS ACCOUNT CONTROL AGREEMENT (this "Agreemcnt"), datcd as of

Scptember 24 and effective as of Junc 10, 2009, by and among Chrysler Group LLC, a

Delaware limited liability company (thc "Plcdgor"), and Citibank, N.A., in its capacity as

deposit bank (in such capacity, the "Bank") and as collatcral agcnt (in such capacity, the

"Collateral Agent"). Capitalized terms not defined herein shall have the meani.ngs

ascribed to them in the Pledge Agreement (defined below).

WHEREAS, the Pledgor, the United States Department of Treasury, as the

Lcnder, Citibank, N.A., as OEM Paying Agent, and the Collateral Agent and have

entered into a Pledgc Agrecment of even date hcrewith (the "Pledge Agreement"),

pursuant to which the Pledgor has grantcd to the Collateral Agent on behalf of the

Secured Parties a security interest in a deposit account (as defined in Section 9-

102(a)(29) of the UCC).

WHEREAS, the parties wish to enter into this Agreement in order to providc 1'01'

the "control" (within the meaning of Section 9-104(a) of the DCC) of the Account (as

defined below) as a means to perfect the security interest of the Collateral Agent.

NOW, THEREFORE, for good and valuable consideration, the receipt and

adequacy of which is hereby irrevocably acknowledged, the parties hereto agree as

follows:

1. The Account

__

The Bank represents and wan-ants to the Secured Partics that it will maintain

entitled (the "Account") as a dcposit

~neaning of Section - a (2 ) of t e DCC. Thc Bank rcprescnts

and wan-ants that except for the claim and interest of thc Pledgor and the Collateral

Agent, it does not know of any claim to or interest in the Account or any assets creditcd

thereto. The Bank will not change the name or account number of the Account without

prior written noticc to thc Secured Parties.

2. Lender Instructions to Collateral Agent

Except as permitted by Section 4, Collateral Agent will not take any action

pursuant to this Agreement unless instructcd in writing by Lender pursuant to the Pledgc

Agreement.

3. Control by Collateral Agent

The Bank will comply with all written instructions it receives directing

disposition of the funds in the Account originated by an Authorized Person (as defined in

Section 14(a» of the Collatcral Agcnt (at thc dircction of the Lender) without furthcr

consent by the Pledgor. If an Authorized Person of the Collateral Agent gives the Bank

an instruction substantially in the form set forth in Exhibit A attached hereto, notifying it
that an Event of Default has oeeurred and is continuing under the Credit Agreement and

that the Collateral Agent will exercise exclusive control over the Account, the Bank will

eease eomplying with any and all instruetions eoncerning the Account originated by the

Pledgor or the OEM Paying Agent on its behalf.

4. Pledgor's Rights in Account

Until the Bank receives a notice of exclusive control from an Authorizcd Pcrson

of the Collateral Agent, the Bank may accept and comply with any instructions signed by

an Authorized Person of the Pledgor (or the OEM Paying Agcnt acting on behalf of the

Pledgor) in accordance with Section 5 of the Pledge Agreement.

5. Priority of Collateral Agent's Security Interest

The Bank subordinates in favor of the Collateral Agent any interest, lien or right

of setoff it may have, now or in the future, against the Account or assets in the Account;

provided, however, that, subject to the foregoing, the Bank may set off all amounts due to

it in respect of its fees and expenses (including without limitation the paymcnt of any

legal fees or expenses).

6. Investment of Funds.

Any funds held in the Account shall remain uninvested and shall not accrue

interest.

7. Concerning the Bank

(a) Each of the Pledgor and thc Collateral Agent acknowledgcs and

agrees that (i) the duties, responsibilities and obligations of the Bank shall be limited to

those expressly set forth in this Agreement and no duties, responsibilities or obligations

shall be inferred or implied, (ii) thc Bank shall not bc responsible for any of the

agreements referred to or described hcrein (including without limitation the Pledge

Agreement), or for determining or compelling compliance therewith, and shall not

otherwise be bound thereby, (iii) this Agreement shall constitute the entire agreement of

the parties with respect to thc subject matter cxpressly addressed herein and supersedes

all prior oral or written agreements in regard thereto, (iv) the Bank shallnDt be required

to expend or risk any of its own funds or otherwise incur any financial or other liability in

the performance of any of its duties hereunder and (v) the Bank shall not be obligated to

take any legal or other action hereunder which might in its reasonable judgment involve

or cause it to incur any expense or liability unless it shall have becn furnishcd with

acceptable indemnification.

(b)

resulting from any

misconduct.

The Bank shall not be liable for any damagc, loss or injury

action taken or omittcd in the absence of negligcncc or willful
(c) Notwithstanding any other provision of this Agrcement, the Bank

shall not be liable for any indirect, incidental, consequential, punitive or special losses or

damages, regardless of the form of action and whether or not any such losses or damages

were foreseeable or contemplated

(d) The Bank shall be entitled to rely upon any order, judgment,

certification, demand, instruction, notice, instrument, certification, consent, authorization,

receipt, power of attorney, e-mail, .pdf or other writing delivered to it without bcing

required to determine the authenticity or validity thereof, or the correctness of any fact

stated therein or the propriety or validity or the service thereof or the jurisdiction of the

court issuing any judgment or order. The Bank may act in reliance upon any signature

believed by it to be genuine and may assume that any person purporting to make any

statement or execute any document in connection with the provisions hereof has bcen

duly authorized to do so.

(e) The Bank may consult with legal counsel satisfactory to it, ancl the

opinion or advice of such counsel shall be full and complete authorization and protcction

in respect of any action taken, suffered or omitted by it in good faith and in accordance

with the opinion and advice of such counsel.

8. Expense Reimbursement and Indemnification

The Pledgor covenants and agrees to pay the Bank's expenses. The Pledgor

covenants and agrees, to indemnify the Bank and its employees, officers and directors

(each, an "Indemnified Party") for, hold each Indemnified Party harmless from, and

defend each Indemnified Party against, any and all claims, losses, actions, liabilities,

costs, damages and expenses of any nature ineurrcd by any Indemnified Party arising out

of or in connection with this Agreement or with the administration of its duties

hereunder, including but not limited to reasonable attorney's fees, tax liabilities (other

than income tax liabilities associated with the Bank's fees), any liabilities or damages that

may result from any inaccuracy or misrepresentation made in any tax certification

provided to the Bank, and other costs and expenses of defending or preparing to defend

against any claim of liability, except to the extent such loss, liability, damage, cost and

expense shall be caused by the Indemnified Party's own negligenee or willful miseonduct.

The foregoing indemnification and agreement to hold harmless shall sUl'vive the

termination of this Agreement and the resignation or removal of the Bank.

9. Account Statements

The Bank will from time to time provide statements of the Account to the Pledgor

and the Collateral Agent in accordance with Section 5 of the Pledge Agreement.

10. Exclusive Benefit

Except as specifically set forth in this Agreement, this Agreement is for the

exclusive benefit of the parties to this Agreement and their respcctive permitted

successors, and shall not be deemed to give, either expressly or implicitly, any legal or
equitable right, remedy, or claim to any other entity or person whatsoever. No patty may

assign any of its rights or obligations under this Agreement without the prior written

eonsent of the other parties exeept that the Bank may resign as deposit bank hereunder in

accordance with the terms described in this Agreement.

11. Force Majeure

Notwithstanding anything contained in this Agreement to the contrary, the Bank

shall not incur any liability for not performing any act or fuHllling any obligation

hereunder by reason of any occurrence beyond its control (including, without limitation,

any provision of any present or future law or regulation or any aet of any governmental

authority, any act of God or war or terrorism, or the unavailability of the Federal Reserve

Bank wire services or any electronic communication facility).

12. Resignation and Removal; Termination

(a) The Collateral Agent may terminate this agreement by thirty (30)

days' written notice to the Bank and the Pledgor. The Bank or the Pledgor may terminate

this agreement upon thirty (30) days' written notice to all of the other panies. Upon

receipt of a notice of termination, the Bank will cease accepting any instruction frorn the

Pledgor, as specified in Seetion 4, and any previous instruction delivered by the Pledgor

will be deemed to be of no further force and effect.

(b) If the Collateral Agent notifies the Bank that its security interest in

the Account has terminated, this agreement will immediately terminate.

(e) In the event of any termination of this Agreement by the Collateral

Agent or Pledgor as provided in clauses (a) or (b) above, the Bank shall, upon payment of

all outstanding fees and expenses hereunder, promptly forward any amounts held by the

Bank in the Aeeount to the party or parties as so directed in writing by the Pledgor and

the Collateral Agent, and the Bank shall be relieved and discharged of any further

responsibilities with respect to its duties hereunder.

(d) In the event that the Bank shall terminate this Agreement, the

Collateral Agent and Pledgor shall appoint a successor deposit bank and inform the Bank

of the name and address of any successor deposit bank so appointed. If a successor

deposit bank has not accepted such appointment by the end of such thirty (30) day period,

the Bank may apply to a court of competent jurisdiction for the appointment of a

successor deposit bank or for other appropriate relief. Upon receipt of notice of the

identity of the successor deposit bank, the Bank shall transfer the cash and other assets

then held in the Account hereunder to the successor bank, less the Bank's outstanding

fees and expenses, or hold such amounts (or any portion thereof) pending distribution,

until all such fees and expenses or the value of other obligations arc paid to it. Upon

delivery of the cash and other assets to the successor deposit bank, the Bank shall have no

further duties, responsibilities or obligations hereunder.

13. Governing Law
(a) This Agreement and the Account (including all interests, duties

and obligations with respect thereto) will be governed by the laws of the State of New

York, without giving effect to conflict laws rules or principles that would purport to

apply the law of any other jurisdiction other than New York, The partics agree that the

State of New York.is the Bank's jurisdiction for purposes of Article 9 of the UCc. The

parties irrevocably and unconditionally submit to the exclusive jurisdiction of the federal

and state courts located in the Borough of Manhattan, City, County and State of New

York, for any proceedings commenced regarding this Agreement, and irrevocably waive

any objection to venue or inconvenient forum for any proceeding brought in any such

court

(b) The parties ilTevoeably and unconditionally waive, to the fullcst

extent permitted by law, and agree not to plead or claim, any right of immunity from

legal action, suit or proceeding, from setoff or counterclaim, from the jurisdiction of any

court, from service of process, from allachment upcin or prior to judgment, from

attachment in aid of execution or judgment, from execution of judgment, or from any

other legal process or proceeding for the giving of any relief or for the enforcement of

any judgment, and consents to such relief and enforcement against ii, its assets and its

revenues in any jurisdiction, in each case with respect to any matter arising out of, or in

connection with, this Agreement.

(c) The parties irrevocably and unconditionally waive any right to trial

by jury with respect to any proceeding relating to this Agreement.

14. Instructions, Verification, Communications.

(a) All instructions required under this Agreement shall bc delivered

to the Bank in writing, in English, in facsimile or electronic form and, if so requested by

the Bank, an original, executed by an Authorized Person (as hereinafter defined) of each

of the Pledgor or Collateral Agent, as applicable, or an entity acting on its behalf. The

identity of such AuthOlized Persons, as well as their specimen signatures, title, telephone

number and e-mail address, shall be delivered to the Bank in the list of authorized signers

form as set forth on Schedule A and shall remain in effect until the applicable party, or an

entity acting on its behalf, notifies Bank of any change thereto (the person(s) so

designated from time to time, the "Authorized Persons"). The Bank, the Pledgor and

Collateral Agent agree that the above constitutes a commercially reasonable security

procedure and further agree not to comply with any direction or instruction (other than

those contained herein or delivered in accordance with this Agreement) from any other

party.

(b) In the event funds transfer instructions are given (othcr than in

writing at the time of execution of this Agreement), whethcr in writing, by te!ccopier,

.pdf, e-mail, or otherwise, such funds transfer instructions should contain a se!ccted test

word (a "Test Word") also evidenced on Schedule A. Test Words must contain at least 8

alphanumeric characters, established at document execution and changed each time

Schedule A is updated in accordance with Section 14(a) above. In addition or in lieu of
Test Words, the Bank is authorized to seek confirmation of such instructions by

telephone call back to the applicable person(s) specified to the Bank from time to time by

an Authorized Person and the Bank may rely upon the confirmations of anyone

purporting to be the person(s) so designated. To ensure the accuracy of the instructions it

receives, the Bank may record such call backs. If the Bank is unable to verify the

instruction, or is not satisfied in its sole discretion with the verification it receives, it will

not execute the instruction until all issues have been resolved to its satisfaction. The

persons and telephone numbers for call backs may be changed only in writing, signed by

an Authorized Person, actually received and acknowledged by the Bank. The Pledgor

and the Collateral Agent acknowledge that these security procedures for funds transfers

are eommercially reasonable.

(c) To help the U.S. government fight the funding of terrorism and

money laundering activities, Federal law requires all financial institutions to obtain,

verify, and record information that identifies each person who opens an account. When

an account is opened, the Bank will ask for information that will allow the Bank to

identify relevant parties. The Pledgor and the Collateral Agent hereby acknowledge such

information disclosure requirements and agree to comply with all such infornwtion

disclosure requests from time to time from the Bank.

(d) Notwithstanding anything to the contrary herein, any and all email

communications (both text and attachments) by or from the Bank that the Bank deems to

contain confidential, proprietary, and/or sensitive information shall be encrypted. The

reeipient (the ..Email Reeipient") of the encrypted email communication will be required

to complete a registration process. Instruetions on how to register and/or retrieve an

enerypted message will be included in the first secure email sent by the Bank to the Email

Recipient. Additional information and assistance on using the encryption technology can

be found at Citibank's Secure Email website at

www.citigroup.com/citigroup/citizen/privacy/email.htm or by calling (866) 535-250tj (in

the U.S.) or (904) 954-6181.

(e) The provisions of this Section l4(a)-(d) may be amended by the

Bank unilaterally upon notice to the Pledgor and the Collateral Agent (with the prior

written conscnt of Pledgor, not to be unreasonably withheld or delayed).

15. Entire Agreement

This Agreement is the entire agreement and supersedes any prior agreements and

contemporaneous oral agreements, of the parties concerning its subject matter.

16. Amendments

Subject to Section 14(e), no amendment of, or waiver of a right under, this Agreernent

will be binding unless it is in writing ancl signed by each of the parties hereto.

17. Severability
The invalidity, illegality or unenforceability of any provision of this Agreement

shall in no way affect the validity, legality or enforceability of any other provision. If any

provision of this Agreement is held to be unenforceable as a matter of law, the other

provisions shall not be affected thereby and shall remain in full force and cffect.

18. Notices

(a) Any notice permitted or required hereunder shall be in writing in

English, and shall be sent (i) by personal delivery, overnight delivery by a recognized

courier or delivery service, or (ii) mailed by registered or certified mail, return receipt

requested, postage prepaid, or (iii) eonfirmed telecopy accompanied by mailing of the

original on the same day by first class mail, postage prepaid, in each case addressed to the

address and person(s) designated below their respective signature hereto (or to such other

address as any such party may hereafter designate by written notice to the other parties).

Notices to the Collateral Agent shall only be deemed given upon actual receipt by the

Collateral Agent. Whenever under the terms hereof thc timc for giving a notice or

performing an act falls upon a Saturday, Sunday, or a banking holiday in New Yor!e, such

time shall be extended to the next Business Day.

(b) Any funds to be paid to the Bank hereunder shall be sent hy wire

transfer pursuant to the following instructions.

CITIBANK, N.A.

ABA: 021 000089

Account Name: Chrysler Group LLC

CREDIT AIC No.: 30795318

19. Counterparts

This Agreement may be executed in any number of counterparts, all of which will

constitute one and the same instrument, and any party hereto may execute this agreement

by signing and delivering one or more counterparts. Facsimile signatures on counterparts

of this Agreement shall be deemed original signatures with all rights accruing thereto

except in respect to any Non-US entity, whereby originals are required.

20. Use of Name

No printed or other material in any language, including prospectuses, notices,

reports, and promotional material which mentions "Citibank", or "Citigroup" or "Citi" by

name or the rights, powers, or duties of the Bank under this Agreement shall be issued by

the Pledgor, or on such party's behalf, without the prior written consent of the Bank (not

to be unreasonably withheld), except as may be necessary to comply with any applicable

law (including any order, rule or regulation issued or promulgated by the Securities

Exchange Commission).

signature page follows
IN WITNESS WHEREOF, each of the parties has caused the Account Control

Agreement to be executed as of the day and year first written above.

CITIBANK, N,A.,

as Bank

By: _

Name:

Title:

Date:

Notice to:

Citibank, N.A.

Agency & Trust

388 Greenwich Street, 14110

Floor

New York, NY 100 l3

Attn.: Patricia Gallagher

Phone: (212) 816-2977

Facsimile: (2l2) 657-2762
CITIBANK, N.A.,

as CoJlateral Agent

Name:

Title:

Date:

Notice to:

Citibank, N.A.

Agency & Trust

388 Greenwich Street, 14'h

Floor

New York, NY 10013

Attn.: Patricia Gallagher

Phone: (212) 816..2977

Facsimile: (212) 657-2762
CHRYSLER GROUP LLC

By: _

Name:

Title:

Date:

Notice to:

1000 Chrysler Drive

Auburn Hills, MJ 48326

Attn,: General Counsel

elMS 485-14-78

Phone:__..

Facsimile~
List of Exhibits and Schedules

Exhibit A:

Schedule A:

Form of Instruction

List of Authorized Signers
EXHlBITA

FORM OF INSTRUCTION

VIA FACSIMILE: 212-657-2762

Patricia Gallagher

Citibank, N.A. Agency & Trust

388 Greenwich Street, 14th Floor

New York, New York IOOB

Pursuant to the Account Control Agreement (the "Agreement") effective June 10,

2009, among Chrysler Group LLC (the "Pledgor"), Citibank, N.A. (the "Collateral

Agent") and Citibank, N.A. (the "Bank"), we hereby instruct you of the following:

The Collateral Agent hereby notifies you that (i) an Event of Default has occurred and

is continuing under and as defined in the Amended and Restated Credit Agreement

effective as ofJune 10,2009 between Chrysler Receivables SPV LLC, as borrower, and

the United States Department of the Treasury, as lender (as such Amended and Restated

Credit Agreement may be amended, supplemented or otherwise in effeet from time to

time) and (ii) from and after the receipt of this notice until you receive further instruction

from the Collateral Agent, you are hereby directed to retain and hold all funds in the

Account and not to invest or disburse the same to any party whatsoever, other than as

instructed by the Collateral Agent.

CITIBANK, N.A.,

as Collateral Agent

By: _

Name:

Title:

Date:
SCHEDULE A

FORM OF AUTHORIZED PERSONS

CHRYSLER GROUP LLC

Specimen Signature

Name

Title

Phone

E-mail Address

Name

Title

Phone

E-mail Address

COLLATERAL AGENT

Name

Title

Phone

E-mail Address

Name

Title

Phone

E-mail Address

Test Word

Test Word

-'

Test Words must contain at least 8 alphanumeric characters, and should be established at docl.1mcnt

execution and changed each time the List of Authorized Signers/Approvers is updated. AI! in;.;tructions

should clearly display the Test Word, which may be used in lieu of a callback to confirm the authenticity or

the instruction, However, Citibank reserves the right to perform the callback in addition to the Test Word

if circumstances warrant.



























































Execution Version

PROMISSORY NOTE

$1,000,000,000

September 24, 2009

Effective June 10, 2009 Washington, District of Columbia

FOR VALUE RECEIVED, CHRYSLER RECEIVABLES SPV LLC, a Delaware limited

liability company (the "Borrower"), hereby promises to pay to the order of the UNITED

STATES DEPARTMENT OF THE TREASURY (the "Lender"), at the principal office of the

Lender in Washington, D.C. in lawful money of the United States, and in immediately available

funds, the principal sum of ONE BILLION DOLLARS ($1,000,000,000) (or such lesser amount

as shall equal the aggregate unpaid principal amount of the Loans made by the Lender to the

Borrower under the Credit Agreement (defined below)), on the dates and in the principal

amounts provided in the Credit Agreement, and to pay interest on the unpaid principal amount of

each such Loan, at such office, in like money and funds, for the period commencing on the date

of the such Loan until such Loans shall be paid in full, at the rates per annum and on the dates

provided in the Credit Agreement.

The date and amount of each Loan made by the Lender to the Borrower, and each

payment made on account of the principal thereof, shall be recorded by the Lender on its books;

provided, that the failure of the Lender to make any such recordation shall not affect the

obligations of the Borrower to make a payment when due of any amount owing under the Credit

Agreement or hereunder in respect of the Loans made by the Lender.

This Note is a Promissory Note referred to in the Credit Agreement effective as of June

10, 2009 (as amended, supplemented or otherwise modified and in effect from time to time, the

"Credit Agreement"), between the Borrower and the United States Department of the Treasury,

as Lender, and evidences Loans made by the Lender thereunder. This Promissory Note is given

in replacement of and substitution for, and not in discharge, extinguishment, release, payment or

novation of, that certain Promissory Note of the Borrower to the Lender in the principal amount

of $1,500,000,000.00 dated April 7, 2009. Terms used but not defined in this Promissory Note

have the respective meanings assigned to them in the Credit Agreement.

The Borrower agrees to pay all the Lender's costs of collection and enforcement

(including, reasonable attorneys' fees and disbursements of Lender's counsel) in respect of this

Promissory Note when incurred, including, without limitation, reasonable attorneys' fees through

appellate proceedings.

The Borrower, and any indorsers or guarantors hereof, (a) severally waive diligence,

presentment, protest and demand and also notice of protest, demand, dishonor and nonpayment

of this Promissory Note, (b) expressly agree that this Promissory Note, or any payment

hereunder, may be extended from time to time, and consent to the acceptance of further

Collateral, the release of any Collateral for this Promissory Note, the release of any party

primarily or secondarily liable hereon, and (c) expressly agree that it wil not be necessary for the

Lender, in order to enforce payment of this Promissory Note, to first institute or exhaust the

Lender's remedies against the Borrower or any other pary liable hereon or against any Collateral

BAO.226S13
for this Promissory Note. No extension of time for the payment of this Promissory Note, or any

installment hereof, made by agreement by the Lender with any person now or hereafter liable for

the payment of this Promissory Note, shall affect the liability under this Promissory Note of the

Borrower, even if the Borrower is not a party to such agreement; provided, however, that the

Lender and the Borrower, by written agreement between them, may affect the liability of the

Borrower.

Any reference herein to the Lender shall be deemed to include and apply to every

subsequent holder of this Promissory Note. Reference is made to the Credit Agreement for

provisions concerning optional and mandatory prepayments, Collateral, acceleration and other

material terms affecting this Promissory Note.

Any enforcement action relating to this Promissory Note may be brought by motion for

summary judgment in lieu of a complaint pursuant to Section 3213 of the New York Civil

Practice Law and Rules. The Borrower hereby irrevocably and unconditionally submits for itself

and its property in any legal action or proceeding relating to this Promissory Note or the Credit

Agreement, or for recognition and enforcement of any judgment in respect thereof, to the general

jurisdiction of any court of the State and county of New York, or in the United States District

Court for the Southern District of New York. The Borrower consents that any such action or

proceeding may be brought in such courts and, to the extent permitted by law, waives any

objection that it may now or hereafter have to the venue of any such action or proceeding in any

such court or that such action or proceeding was brought in an inconvenient court and agrees not

to plead or claim the same. The Borrower agrees that service of process in any such action or

proceeding may be effected by mailing a copy thereof by registered or certified mail (or any

substantially similar form of mail), postage prepaid, to its address set forth in the Credit

Agreement or at such other address of which the Lender shall have been notified, The Borrower

agrees that nothing in this Promissory Note shall affect the right to effect service of process in

any other manner permitted by law or shall limit the right to sue in any other jurisdiction.

Insofar as there may be no applicable Federal law, this Promissory Note shall be

construed in accordance with the laws of the State of New York, without regard to any rule of

conflcts of law (other than Section 5-1401 of the New York General Obligations Law) that

would result in the application of the substantive law of any jurisdiction other than the State of

New York. Nothing in this Promissory Note shall require any unlawful action or inaction by the

Borrower.

(Signature Page Follows)

- 2 -
CHRYSLER RECEIVABLES SPV LLC,

as Borrower

By: CHRYSLER GROUP LLC, as its

sole Member

BY:~â~

. Nt Jan A. Bertsch

Title: Senior VP and Treasurer

(Signature Page to Promissory Note)
Execution Version

CONTINGENT INTEREST PROMISSORY NOTE

September 24, 2009

Effective June 10, 2009

Washington, District of Columbia

FOR VALUE RECEIVED, CHRYSLER RECEIVABLES SPV LLC, a Delaware limited

liability company (the "Borrower"), hereby promises to pay to the order of the UNITED

STATES DEPARTMENT OF THE TREASURY (the "Lender"), at the principal offce of the

Lender in Washington, D.C. in lawful money of the United States, and in immediately available

funds, the principal sum of the Contingent Interest (as defined in the Security Agreement), on the

dates and in the amounts provided in the Credit Agreement.

This Note is the Contingent Interest Promissory Note referred to in the Credit Agreement

effective as of June 10, 2009 (as amended, supplemented or otherwise modified and in effect

from time to time, the "Credit Agreement"), between the Borrower and the Lender, and

evidences the Contingent Interest owed by the Borrower thereunder. This Contingent Interest

Promissory Note is given in replacement of and substitution for, and not in discharge,

extinguishment, release, payment or novation of, that certain Contingent Interest Promissory

Note of the Borrower to the Lender dated April 7, 2009. Terms used but not defined in this

Contingent Interest Promissory Note have the respective meanings assigned to them in the Credit

Agreement.

The date and amount of the Contingent Interest, and each payment made on account

thereof, shall be recorded by the Lender on its books; provided, that the failure of the Lender to

make any such recordation shall not affect the obligations of the Borrower to make a payment

when due of any amount owing under the Credit Agreement or hereunder.

The Borrower agrees to pay all the Lender's costs of collection and enforcement

(including, reasonable attorneys' fees and disbursements of Lender's counsel) in respect of this

Contingent Interest Promissory Note when incurred, including, without limitation, reasonable

attorneys' fees through appellate proceedings.

The Borrower, and any indorsers or guarantors hereof, (a) severally waive diligence,

presentment, protest and demand and also notice of protest, demand, dishonor and nonpayment

of this Contingent Interest Promissory Note, (b) expressly agree that this Contingent Interest

Promissory Note, or any payment hereunder, may be extended from time to time, and consent to

the acceptance of further Collateral, the release of any Collateral for this Contingent Interest

Promissory Note, the release of any party primarily or secondarily liable hereon, and (c)

expressly agree that it wil not be necessary for the Lender, in order to enforce payment of this

Contingent Interest Promissory Note, to first institute or exhaust the Lender's remedies against

the Borrower or any other party liable hereon or against any Collateral for this Contingent

Interest Promissory Note. No extension of time for the payment of this Contingent Interest

Promissory Note, or any installment hereof, made by agreement by the Lender with any person

now or hereafter liable for the payment of this Contingent Interest Promissory Note, shall affect

the liability under this Contingent Interest Promissory Note of the Borrower, even if the

Borrower is not a party to such agreement; provided, however, that the Lender and the Borrower,

BAO.234532
by written agreement between them, may affect the liability of the Borrower.

Any reference herein to the Lender shall be deemed to include and apply to every

subsequent holder of this Contingent Interest Promissory Note.

Any enforcement action relating to this Contingent Interest Promissory Note may be

brought by motion for summary judgment in lieu of a complaint pursuant to Section 3213 of the

New York Civil Practice Law and Rules. The Borrower hereby irrevocably and unconditionally

submits for itself and its property in any legal action or proceeding relating to this Contingent

Interest Promissory Note or the Credit Agreement, or for recognition and enforcement of any

judgment in respect thereof, to the general jurisdiction of any court of the State and county of

New York, or in the United States District Court for the Southern District of New York. The

Borrower consents that any such action or proceeding may be brought in such courts and, to the

extent permitted by law, waives any objection that it may now or hereafter have to the venue of

any such action or proceeding in any such court or that such action or proceeding was brought in

an inconvenient court and agrees not to plead or claim the same. The Borrower agrees that

service of process in any such action or proceeding may be effected by mailing a copy thereof by

registered or certified mail (or any substantially similar form of mail), postage prepaid, to its

address set forth in the Credit Agreement or at such other address of which the Lender shall have

been notified, The Borrower agrees that nothing in this Contingent Interest Promissory Note

shall affect the right to effect service of process in any other manner permitted by law or shall

limit the right to sue in any other jurisdiction.

Insofar as there may be no applicable Federal law, this Contingent Interest Promissory

Note shall be construed in accordance with the laws of the State of New York, without regard to

any rule of conflcts of law (other than Section 5-1401 of the New York General Obligations

Law) that would result in the application of the substantive law of any jurisdiction other than the

State of New York. Nothing in this Contingent Interest Promissory Note shall require any

unlawfl action or inaction by the Borrower.

(Signature Page Follows)

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CHRYSLER RECEIVABLES SPV LLC,

as Borrower

By: CHRYSLER GROUP LLC, as its

sole Member

By: . d'ß~ ~: Jan A. Bertsch

Tit : Senior VP and Treasurer

(Signature Page to Contingent Interest Promissory Note)