Exhibit 10.3



 





Exhibit 10.3




 





ADMINISTRATION AGREEMENT




between




DRIVE AUTO RECEIVABLES TRUST 20[ ]-[ ],

as Issuer,




DRIVE CONSUMER USA INC.,

as Administrator




and




[                                                            ],



as Indenture Trustee




Dated as of [                    ], 20[ ]




 





 









 








	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	1.
	 	Duties of the Administrator	 	 	1	 
	 
	 	 	 	 	 	 
	2.
	 	Records	 	 	3	 
	 
	 	 	 	 	 	 
	3.
	 	Compensation; Payment of Fees and Expenses	 	 	3	 
	 
	 	 	 	 	 	 
	4.
	 	Independence of the Administrator	 	 	3	 
	 
	 	 	 	 	 	 
	5.
	 	No Joint Venture	 	 	3	 
	 
	 	 	 	 	 	 
	6.
	 	Other Activities of the Administrator	 	 	3	 
	 
	 	 	 	 	 	 
	7.
	 	Representations and Warranties of the Administrator	 	 	3	 
	 
	 	 	 	 	 	 
	8.
	 	Administrator Termination Events; Termination of the Administrator	 	 	4	 
	 
	 	 	 	 	 	 
	9.
	 	Action upon Termination or Removal	 	 	6	 
	 
	 	 	 	 	 	 
	10.
	 	Liens	 	 	6	 
	 
	 	 	 	 	 	 
	11.
	 	Notices	 	 	6	 
	 
	 	 	 	 	 	 
	12.
	 	Amendments	 	 	7	 
	 
	 	 	 	 	 	 
	13.
	 	Governing Law; Submission to Jurisdiction	 	 	8	 
	 
	 	 	 	 	 	 
	14.
	 	Headings	 	 	9	 
	 
	 	 	 	 	 	 
	15.
	 	Counterparts	 	 	9	 
	 
	 	 	 	 	 	 
	16.
	 	Severability of Provisions	 	 	9	 
	 
	 	 	 	 	 	 
	17.
	 	Not Applicable to Drive Consumer in Other Capacities	 	 	9	 
	 
	 	 	 	 	 	 
	18.
	 	Benefits of the Administration Agreement	 	 	10	 
	 
	 	 	 	 	 	 
	19.
	 	Assignment	 	 	10	 
	 
	 	 	 	 	 	 
	20.
	 	Nonpetition Covenant	 	 	10	 
	 
	 	 	 	 	 	 
	21.
	 	Limitation of Liability	 	 	10	 






-i-









 






     THIS ADMINISTRATION AGREEMENT (this “Agreement”) dated as of [___], 20[ ], is
between DRIVE AUTO RECEIVABLES TRUST 20[ ]-[ ], a Delaware statutory trust (the
“Issuer”), DRIVE CONSUMER USA INC., a Delaware limited partnership, as administrator
(“DRIVE CONSUMER” or the “Administrator”), and [___], a [
] organized under the laws of the United States, as indenture trustee (the “Indenture
Trustee”). Capitalized terms used herein and not otherwise defined herein shall have the
meanings assigned such terms in Appendix A to the Sale and Servicing Agreement dated as of
[___], 20[ ] (the “Sale and Servicing Agreement”) by and between Drive Auto
Receivables LLC, as seller, the Issuer, the Administrator, as servicer, and the Indenture Trustee.



W I T N E S S E T H :




     WHEREAS, the Issuer has issued the Notes pursuant to the Indenture and has entered into
certain agreements in connection therewith, including, (i) the Sale and Servicing Agreement, (ii)
the Indenture, (iii) the Note Depository Agreement and (iv) the Trust Agreement (each of the
agreements referred to in clauses (i) through (iv) are referred to herein collectively as the
“Issuer Documents”);



     WHEREAS, to secure payment of the Notes, the Issuer has pledged the Collateral to the
Indenture Trustee pursuant to the Indenture;



     WHEREAS, pursuant to the Issuer Documents, the Issuer and the Owner Trustee are required to
perform certain duties;



     WHEREAS, the Issuer and the Owner Trustee desire to have the Administrator perform certain of
the duties of the Issuer and the Owner Trustee (in its capacity as Owner Trustee), and to provide
such additional services consistent with this Agreement and the Issuer Documents as the Issuer may
from time to time request;



     WHEREAS, the Administrator has the capacity to provide the services required hereby and is
willing to perform such services for the Issuer and the Owner Trustee on the terms set forth
herein;



     NOW, THEREFORE, in consideration of the mutual terms and covenants contained herein, and other
good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the
parties agree as follows:



     1. Duties of the Administrator.




     (a) Duties with Respect to the Issuer Documents. The Administrator shall
perform all of its duties as Administrator under this Agreement and the Issuer Documents and
the duties and obligations of the Issuer and the Owner Trustee (in its capacity as owner
trustee) under the Issuer Documents; provided, however, except as otherwise provided in the
Issuer Documents, that the Administrator shall have no obligation to make any payment
required to be made by the Issuer under any Issuer Document. In addition, the Administrator
shall consult with the Issuer and the Owner Trustee regarding its duties and obligations
under the Issuer Documents. The Administrator shall monitor the performance of the Issuer
and the Owner Trustee and shall advise the Issuer and the



- 1 -









 






Owner Trustee when action is necessary to comply with the Issuer’s and the Owner
Trustee’s duties and obligations under the Issuer Documents. The Administrator shall
perform such calculations, shall execute and deliver all Issuer orders and Officer’s
Certificates required of the Issuer under the Indenture and shall prepare for execution by
the Issuer or the Owner Trustee or shall cause the preparation by other appropriate persons
of all such documents, reports, filings, instruments, certificates, opinions, financial
statements and accounting books and records as it shall be the duty of the Issuer or the
Owner Trustee (in its capacity as owner trustee) to prepare, file or deliver pursuant to the
Issuer Documents or under state and federal tax and securities laws. In furtherance of the
foregoing, the Administrator shall take all appropriate action that is the duty of the
Issuer and the Owner Trustee (in its capacity as owner trustee) to take pursuant to the
Issuer Documents, including, without limitation, pursuant to Section 5.4 (with respect to
the preparation and filing of tax returns) of the Trust Agreement, and shall prepare and
execute on behalf of the Issuer all such documents, reports, filings, instruments,
certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver
pursuant to the Issuer Documents or otherwise by law. Upon written request, the Owner
Trustee shall execute and deliver to Drive Consumer a limited power of attorney appointing
Drive Consumer as the Issuer’s agent and attorney-in-fact to prepare, or cause to be
prepared, executed and delivered all such documents, reports, filings, instruments,
certificates and opinions.




     (b) Notwithstanding anything to the contrary in the Agreement, the Administrator shall
not be obligated to, and shall not, take any action that the Issuer directs the
Administrator not to take nor which would result in a violation or breach of the Issuer’s
covenants, agreements or obligations under any of the Issuer Documents.




     (c) Non-Ministerial Matters; Exceptions to Administrator Duties.




     (i) Notwithstanding anything to the contrary in this Agreement, with respect to
matters that in the reasonable judgment of the Administrator are non-ministerial,
the Administrator shall not take any action unless, within a reasonable time before
the taking of such action, the Administrator shall have notified the Issuer of the
proposed action and the Issuer shall not have withheld consent or provided an
alternative direction. For the purpose of the preceding sentence, “non-ministerial
matters” shall include, without limitation:




     (A) the initiation of any claim or lawsuit by the Issuer and the compromise of
any action, claim or lawsuit brought by or against the Issuer;




     (B) the appointment of successor Note Registrars, successor Paying Agents,
successor Indenture Trustees, successor Administrators or successor Servicers, or
the consent to the assignment by the Note Registrar, Paying Agent or Indenture
Trustee of its obligations under the Indenture; and




     (C) the removal of the Indenture Trustee.



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     (ii) Notwithstanding anything to the contrary in this Agreement, the
Administrator shall not be obligated to, and shall not, (x) make any payments to the
Noteholders under the Transaction Documents, (y) except as provided in the
Transaction Documents, sell the Trust Estate or (z) take any other action that the
Issuer or the Issuer directs the Administrator not to take on its behalf.



     2. Records. The Administrator shall maintain appropriate books of account and records
relating to services performed hereunder, which books of account and records shall be accessible
for inspection by the Issuer, the Seller and the Indenture Trustee at any time during normal
business hours.



     3. Compensation; Payment of Fees and Expenses. As compensation for the performance of
the Administrator’s obligations under this Agreement and as reimbursement for its expenses related
thereto, the Administrator shall be entitled to receive $[ ] annually which shall be solely an
obligation of the Servicer. The Administrator shall pay all expenses incurred by it in connection
with its activities hereunder.



     4. Independence of the Administrator. For all purposes of this Agreement, the
Administrator shall be an independent contractor and shall not be subject to the supervision of the
Issuer with respect to the manner in which it accomplishes the performance of its obligations
hereunder. Unless expressly authorized by the Issuer, the Administrator shall have no authority to
act for or to represent the Issuer in any way (other than as permitted hereunder) and shall not
otherwise be deemed an agent of the Issuer.



     5. No Joint Venture. Nothing contained in this Agreement (i) shall constitute the
Administrator and the Issuer as members of any partnership, joint venture, association, syndicate,
unincorporated business or other separate entity, (ii) shall be construed to impose any liability
as such on any of them or (iii) shall be deemed to confer on any of them any express, implied or
apparent authority to incur any obligation or liability on behalf of the others.



     6. Other Activities of the Administrator. Nothing herein shall prevent the
Administrator or its Affiliates from engaging in other businesses or, in its sole discretion, from
acting in a similar capacity as an Administrator for any other Person even though such Person may
engage in business activities similar to those of the Issuer, the Owner Trustee or the Indenture
Trustee.



     7. Representations and Warranties of the Administrator. The Administrator represents
and warrants to the Issuer, the Owner Trustee and the Indenture Trustee as follows:




     (a) Existence and Power. The Administrator is a limited partnership validly
existing and in good standing under the laws of its state of organization and has, in all
material respects, full power and authority to own its assets and operate its business as
presently owned or operated, and to execute, deliver and perform its obligations under the
Transaction Documents to which it is a party or affect the enforceability or collectibility
of the Contracts or any other part of the Collateral. The Administrator has obtained all
necessary licenses and approvals in each jurisdiction where the failure to do so would
materially and adversely affect the ability of the Administrator to perform its obligations



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under the Transaction Documents or affect the enforceability or collectibility of the
Contracts or any other part of the Collateral.




     (b) Authorization and No Contravention. The execution, delivery and
performance by the Administrator of the Transaction Documents to which it is a party have
been duly authorized by all necessary action on the part of the Administrator and do not
contravene or constitute a default under (i) any applicable law, rule or regulation, (ii)
its organizational documents or (iii) any material indenture or material agreement or
instrument to which the Administrator is a party by which its properties are bound (other
than violations of such laws, rules, regulations, indentures or agreements which do not
affect the legality, validity or enforceability of any of such agreements and which,
individually or in the aggregate, would not materially and adversely affect the transactions
contemplated by, or the Administrator’s ability to perform its obligations under, the
Transaction Documents).




     (c) No Consent Required. No approval or authorization by, or filing with, any
Governmental Authority is required in connection with the execution, delivery and
performance by the Administrator of any Transaction Document other than (i) UCC filings,
(ii) approvals and authorizations that have previously been obtained and filings that have
previously been made and (iii) approval, authorizations or filings which, if not obtained or
made, would not have a material adverse effect on the enforceability or collectibility of
the Contracts or any other part of the Collateral or would not materially and adversely
affect the ability of the Administrator to perform its obligations under the Transaction
Documents.




     (d) Binding Effect. Each Transaction Document to which the Administrator is a
party constitutes the legal, valid and binding obligation of the Administrator enforceable
against the Administrator in accordance with its terms, except as such enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium, receivership,
conservatorship or other similar laws affecting the enforcement of creditors’ rights
generally and, if applicable, the rights of creditors of limited liability companies from
time to time in effect or by general principles of equity.



     8. Administrator Termination Events; Termination of the Administrator.




     (a) Subject to clauses (d) and (e) below, the Administrator may resign its duties
hereunder by providing the Issuer with at least sixty (60) days’ prior written notice.




     (b) Subject to clauses (d) and (e) below, the Issuer may remove the Administrator
without cause by providing the Administrator with at least sixty (60) days’ prior written
notice.




     (c) The occurrence of any one of the following events (each, an “Administrator
Termination Event”) shall also entitle the Issuer, subject to Section 19 hereof,
to terminate and replace the Administrator:




     (i) any failure by the Administrator to deliver or cause to be delivered any
required payment to the Indenture Trustee for distribution to the Noteholders,



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which failure continues unremedied for five Business Days after discovery
thereof by a Responsible Officer of the Administrator or receipt by the
Administrator of written notice thereof from the Indenture Trustee or Noteholders
evidencing at least 25% of Outstanding Notes, voting together as a single class;




     (ii) any failure by the Administrator to duly observe or perform in any
material respect any other of its covenants or agreements in this Agreement, which
failure materially and adversely affects the rights of the Issuer or the
Noteholders, and which continues unremedied for 90 days after discovery thereof by
a Responsible Officer of the Administrator or receipt by the Administrator of
written notice thereof from the Indenture Trustee or Noteholders evidencing at least
25% of Outstanding Notes, voting together as a single class;




     (iii) any representation or warranty of the Administrator made in any
Transaction Document to which the Administrator is a party or by which it is bound
or any certificate delivered pursuant to this Agreement proves to have been
incorrect in any material respect when made, which failure materially and adversely
affects the rights of the Issuer or the Noteholders, and which failure continues
unremedied for 60 days after discovery thereof by a Responsible Officer of the
Administrator or receipt by the Administrator of written notice thereof from the
Indenture Trustee or Noteholders evidencing at least 25% of Outstanding Notes,
voting together as a single class (it being understood that any repurchase of a
Receivable by Drive Consumer pursuant to Section 3.3 of the Contribution Agreement,
by the Seller pursuant to Section 2.3 of the Sale and Servicing Agreement or by the
Servicer pursuant to Section 3.6 of the Sale and Servicing Agreement shall be deemed
to remedy any incorrect representation or warranty with respect to such Receivable);
or




     (d) the Administrator suffers a Bankruptcy Event.




     (e) If an Administrator Termination Event shall have occurred, the Issuer may, subject
to Section 19 hereof, by notice given to the Administrator and the Owner Trustee,
terminate all or a portion of the rights and powers of the Administrator under this
Agreement, including the rights of the Administrator to receive the annual fee for services
hereunder for all periods following such termination; provided, however that such
termination shall not become effective until such time as the Issuer, subject to Section
19 hereof, shall have appointed a successor Administrator in the manner set forth below.
Upon any such termination, all rights, powers, duties and responsibilities of the
Administrator under this Agreement shall vest in and be assumed by any successor
Administrator appointed by the Issuer, subject to Section 19 hereof, pursuant to a
management agreement between the Issuer and such successor Administrator, containing
substantially the same provisions as this Agreement (including with respect to the
compensation of such successor Administrator), and the successor Administrator is hereby
irrevocably authorized and empowered to execute and deliver, on behalf of the Administrator,
as attorney-in-fact or otherwise, all documents and other instruments, and to do or
accomplish all other acts or things necessary or appropriate to effect such vesting and
assumption. Further, in such event, the Administrator shall use its commercially



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reasonable efforts to effect the orderly and efficient transfer of the administration
of the Issuer to the new Administrator.




     (f) The Issuer, subject to Section 19 hereof, may waive in writing any
Administrator Termination Event by the Administrator in the performance of its obligations
hereunder and its consequences. Upon any such waiver of a past Administrator Termination
Event, such Administrator Termination Event shall cease to exist, and any Administrator
Termination Event arising therefrom shall be deemed to have been remedied for every purpose
of this Agreement. No such waiver shall extend to any subsequent or other Administrator
Termination Event or impair any right consequent thereon.



     9. Action upon Termination or Removal. Promptly upon the effective date of
termination of this Agreement pursuant to Section 8, or the removal of the Administrator
pursuant to Section 8, the Administrator shall be entitled to be paid by the Servicer all
fees and reimbursable expenses accruing to it to the date of such termination or removal.



     10. Liens. The Administrator will not directly or indirectly create, allow or suffer
to exist any Lien on the Collateral other than Permitted Liens.



     11. Notices. Any notice, report or other communication given hereunder shall be in
writing and addressed as follows:




	 	(a)	 	if to the Administrator, to:
	 
	 	 	 	Drive Consumer USA Inc.

8585 North Stemmons Freeway

Suite 1100-N

Dallas, Texas 75247

Attention: [          ]

Telephone: (214) 634-1110

Facsimile: [(214) 237-3570]
	 
	 	(b)	 	if to the Issuer, to:
	 
	 	 	 	Drive Auto Receivables Trust 20[ ]-[ ]

[          ]

[          ]

Attention: [          ]

Telephone: [          ]

Facsimile: [          ]




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	 	 	 	with a copy to:
	 
	 	 	 	[Owner Trustee]

[               ]

[               ]

[               ]

Attention: [          ]

Telephone: [          ]

Facsimile: [          ]
	 
	 	(c)	 	if to the Owner Trustee, to:
	 
	 	 	 	[               ]

[               ]

[               ]

[               ]

Attention: [          ]

Telephone: [          ]

Facsimile: [          ]
	 
	 	(d)	 	if to the Indenture Trustee, to:
	 
	 	 	 	[               ]

[               ]

[               ]

Attention: [          ] – Drive Auto Receivables Trust 20[ ]-[ ]

Telephone: [          ]

Facsimile: [          ]




or to such other address as any party shall have provided to the other parties in writing. Any
notice required to be in writing hereunder shall be deemed given if such notice is mailed by
certified mail, postage prepaid or hand-delivered to the address of such party as provided above.




     12. Amendments.




     (a) Any term or provision of this Agreement may be amended by the Administrator without
the consent of the Indenture Trustee, any Noteholder, the Issuer or the Owner Trustee
(subject to Section 12(e) below); provided that such amendment shall not, as
evidenced by an Opinion of Counsel delivered to the Indenture Trustee materially and
adversely affect the interests of the Noteholders; provided, further, that such amendment
shall be deemed not to materially and adversely affect the interests of any Noteholder, and
no Opinion of Counsel shall be required, if the Rating Agency Condition is satisfied with
respect to such amendment.




     (b) Any term or provision of this Agreement may be amended by the Administrator but
without the consent of the Indenture Trustee, any Noteholder, the



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Issuer, the Owner Trustee (subject to Section 12(e) below) or any other Person
to add, modify or eliminate any provisions as may be necessary or advisable in order to
enable the Seller, the Servicer or any of their Affiliates to comply with or obtain more
favorable treatment under any law or regulation or any accounting rule or principle, it
being a condition to any such amendment that the Rating Agency Condition shall have been
satisfied.




     (c) This Agreement may also be amended from time to time by the Issuer, the
Administrator and the Indenture Trustee, with the consent of the Holders of Notes evidencing
not less than a majority of the aggregate principal amount of the Outstanding Notes, voting
as a single class, for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Agreement or of modifying in any manner the rights
of the Noteholders. It will not be necessary for the consent of Noteholders to approve the
particular form of any proposed amendment or consent, but it will be sufficient if such
consent approves the substance thereof. The manner of obtaining such consents (and any
other consents of Noteholders provided for in this Agreement) and of evidencing the
authorization of the execution thereof by Noteholders will be subject to such reasonable
requirements as the Indenture Trustee may prescribe, including the establishment of record
dates pursuant to the Note Depository Agreement.




     (d) Prior to the execution of any such amendment, the Administrator shall provide
written notification of the substance of such amendment to each Rating Agency and the Owner
Trustee; and promptly after the execution of any such amendment or consent, the
Administrator shall furnish a copy of such amendment or consent to each Rating Agency, the
Owner Trustee and the Indenture Trustee.




     (e) Prior to the execution of any amendment to this Agreement, the Issuer, the Owner
Trustee and the Indenture Trustee shall be entitled to receive and conclusively rely upon an
Opinion of Counsel stating that the execution of such amendment is authorized or permitted
by this Agreement and that all conditions precedent to the execution and delivery of such
amendment have been satisfied. The Owner Trustee and the Indenture Trustee may, but shall
not be obligated to, enter into any such amendment which adversely affects the Owner
Trustee’s or the Indenture Trustee’s, as applicable, own rights, duties or immunities under
this Agreement. Furthermore, notwithstanding anything to the contrary herein, this
Agreement may not be amended in any way that would adversely affect the Owner Trustee’s
rights, duties or obligations under this Agreement, the Transaction Documents or otherwise
or the Administrator’s duties and obligations under Section 1 of this Agreement,
without the prior written consent of the Owner Trustee.



     13. Governing Law; Submission to Jurisdiction.




     (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL,
SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO
CONFLICTS OF LAW AND THE



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OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.




     (b) Each of the parties hereto hereby irrevocably and unconditionally:




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




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




     (iii) agrees that service of process in any such action or proceeding may be
effected by mailing a copy thereof by registered or certified mail (or any
substantially similar form of mail), postage prepaid, to such Person at its address
determined in accordance with Section 11 of this Agreement; and




     (iv) 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.



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



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



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



     17. Not Applicable to Drive Consumer in Other Capacities. Nothing in this Agreement
shall affect any obligation Drive Consumer may have in any other capacity. Notwithstanding
anything in the Issuer Documents to the contrary, if Drive Consumer is removed as Servicer pursuant
to Section 7.1 of the Sale and Servicing Agreement, Drive Consumer shall remain obligated to
perform the administrative duties of the Owner Trustee under the Issuer Documents in accordance
with Section 1(a) hereof, unless the Owner Trustee has contracted with a third party
acceptable to the Controlling Party to discharge such duties, in



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accordance with Section 6.2 of the Trust Agreement. Drive Consumer agrees to provide the
indemnification of the Owner Trustee pursuant to Section 6.2 of the Sale and Servicing Agreement
and agrees that this indemnity will survive the termination of Drive Consumer as Servicer under the
Sale and Servicing Agreement.



     18. Benefits of the Administration Agreement. Nothing in this Agreement, expressed or
implied, shall give to any Person other than the parties hereto and their successors hereunder, the
Owner Trustee, any separate trustee or co-trustee appointed under Section 6.10 of the Indenture[,
the Insurer] and the Noteholders, any benefit or any legal or equitable right, remedy or claim
under this Agreement. For the avoidance of doubt, the Owner Trustee [and the Insurer are] is a
third party beneficiary [beneficiaries] of this Agreement and is [are] entitled to the rights and
benefits hereunder and may enforce the provisions hereof as if it [they] were a party hereto.



     19. Assignment. Each party hereto hereby acknowledges and consents to the mortgage,
pledge, assignment and grant of a security interest by the Issuer to the Indenture Trustee pursuant
to the Indenture for the benefit of the Noteholders of all of the Issuer’s rights under this
Agreement. In addition, the Administrator hereby acknowledges and agrees that for so long as any
Notes are outstanding, the Indenture Trustee will have the right to exercise all waivers and
consents, rights, remedies, powers, privileges and claims of the Issuer under this Agreement.



     20. Nonpetition Covenant. Each party hereto agrees that, prior to the date which is
one year and one day after payment in full of all obligations of each Bankruptcy Remote Party in
respect of all securities issued by any Bankruptcy Remote Party (i) such party shall not authorize
any Bankruptcy Remote Party to commence a voluntary winding-up or other voluntary case or other
proceeding seeking liquidation, reorganization or other relief with respect to such Bankruptcy
Remote Party or its debts under any bankruptcy, insolvency or other similar law now or hereafter in
effect in any jurisdiction or seeking the appointment of an administrator, a trustee, receiver,
liquidator, custodian or other similar official with respect to such Bankruptcy Remote Party or any
substantial part of its property or to consent to any such relief or to the appointment of or
taking possession by any such official in an involuntary case or other proceeding commenced against
such Bankruptcy Remote Party, or to make a general assignment for the benefit of, its creditors
generally, any party hereto or any other creditor of such Bankruptcy Remote Party, and (ii) none of
the parties hereto shall commence or join with any other Person in commencing any proceeding
against such Bankruptcy Remote Party under any bankruptcy, reorganization, liquidation or
insolvency law or statute now or hereafter in effect in any jurisdiction.



     21. Limitation of Liability. Notwithstanding anything contained herein to the
contrary, this Agreement has been executed and delivered by [___], not in its individual
capacity but solely as Owner Trustee, and in no event shall it have any liability for the
representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or
under the Notes or any of the other Transaction Documents or in any of the certificates, notices or
agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the
assets of the Issuer. Under no circumstances shall the Owner Trustee be personally liable for the
payment of any indebtedness or expense of the Issuer or be liable for the breach or failure of any
obligations, representation, warranty or covenant made or undertaken by the Issuer under the



10









 







Transaction Documents. For the purposes of this Agreement, in the performance of its duties
or obligations hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of,
the terms and provisions of Articles VI, VII and VIII of the Trust Agreement.



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



[SIGNATURES ON NEXT PAGE]





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     IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered
as of the day and year first above written.



	 	 	 	 	 
	 	 	DRIVE AUTO RECEIVABLES TRUST 20[ ]-[ ]
	 
	 	 	 	 
	 	 	By:
[          ], not in its individual capacity 

but solely as Owner Trustee
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 	 	Name:
	 	 	Title:






S- 1









 






	 	 	 	 	 
	 	 	DRIVE CONSUMER USA INC., as Administrator
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 	 	Name:
	 	 	Title:






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	 	 	____________________, as Indenture Trustee
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 	 	Name:
	 	 	Title:






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[Joinder of Servicer:



DRIVE CONSUMER USA INC., as Servicer, joins in this Agreement solely for purposes of Section 3.




	 	 	 	 	 
	 	 	DRIVE CONSUMER USA INC., as Servicer
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 	 	Name:
	 	 	Title: ]







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