SALE
      AND SERVICING


     

    AGREEMENT

     

    between

     

    MANCHESTER
      INDIANA FUNDING, LLC,

    as
      Purchaser,

     

    and


     

    MANCHESTER
      INDIANA ACCEPTANCE, INC.,

    as
      Seller,

     

    and


     

    MANCHESTER
      INC.,

    as
      Servicer

     

    and


     

    MANCHESTER
      INDIANA OPERATIONS, INC.

     

    Dated
      as
      of


     

    December
      28, 2006

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TABLE
      OF CONTENTS

    

      
        	 	 	
                Page

              
	
                ARTICLE
                  I DEFINITIONS

              	
                1

              
	
                Section
                  1.1.

              	
                Definitions

              	
                1

              
	
                Section
                  1.2.

              	
                Other
                  Definitional Provisions

              	
                1

              
	 	 
	
                ARTICLE
                  II CONVEYANCE OF RECEIVABLES

              	
                2

              
	
                Section
                  2.1.

              	
                Conveyance
                  of Receivables

              	
                2

              
	
                Section
                  2.2.

              	
                Payment
                  of Purchase Price

              	
                5

              
	
                Section
                  2.3.

              	
                Transfers
                  Intended as Sales

              	
                5

              
	
                Section
                  2.4.

              	
                Further
                  Encumbrance of Receivables and Other Conveyed Property

              	
                5

              
	
                Section
                  2.5.

              	
                Conveyance
                  of All Receivables

              	
                6

              
	 	 
	
                ARTICLE
                  III THE RECEIVABLES

              	
                6

              
	
                Section
                  3.1.

              	
                Representations
                  and Warranties of Seller

              	
                6

              
	
                Section
                  3.2.

              	
                Repurchase
                  upon Breach

              	
                7

              
	
                Section
                  3.3.

              	
                Custody
                  of Custodial Documents

              	
                8

              
	 	 
	
                ARTICLE
                  IV ADMINISTRATION AND SERVICING OF RECEIVABLES

              	
                8

              
	
                Section
                  4.1.

              	
                Duties
                  of Servicer

              	
                8

              
	
                Section
                  4.2.

              	
                Collection
                  of Receivable Payments; Modifications of Receivables; Blocked Account
                  Agreement.

              	
                9

              
	
                Section
                  4.3.

              	
                Realization
                  Upon Receivables

              	
                9

              
	
                Section
                  4.4.

              	
                Insurance

              	
                9

              
	
                Section
                  4.5.

              	
                Maintenance
                  of Security Interests in Vehicles

              	
                9

              
	
                Section
                  4.6.

              	
                Additional
                  Covenants of Servicer

              	
                10

              
	
                Section
                  4.7.

              	
                Purchase
                  of Receivables Upon Breach of Covenant

              	
                11

              
	
                Section
                  4.8.

              	
                Servicing
                  Fee

              	
                11

              
	
                Section
                  4.9.

              	
                Reports

              	
                11

              
	
                Section
                  4.10.

              	
                Annual
                  Statement as to Compliance, Notice of Servicer Termination
                  Event

              	
                12

              
	
                Section
                  4.11.

              	
                Access
                  to Certain Documentation and Information Regarding
                  Receivables

              	
                12

              
	
                Section
                  4.12.

              	
                Retention
                  and Termination of Servicer

              	
                12

              
	 	 
	
                ARTICLE
                  V THE PURCHASER

              	
                12

              
	
                Section
                  5.1.

              	
                Representations
                  of Purchaser

              	
                12

              
	 	 
	
                ARTICLE
                  VI SELLER, SERVICER AND MIO

              	
                13

              
	
                Section
                  6.1.

              	
                Representations
                  of Seller, Servicer and MIO

              	
                13

              
	
                Section
                  6.2.

              	
                Additional
                  Covenants

              	
                17

              
	
                Section
                  6.3.

              	
                Liability
                  of Seller, Servicer and MIO; Indemnities

              	
                18

              
	
                Section
                  6.4.

              	
                Delegation
                  of Duties

              	
                19

              
	
                Section
                  6.5.

              	
                Servicer
                  Not to Resign

              	
                20

              


      

       

       

      
        
          
          

        

        
          -i-

          
            

          

        

        
          
          

        

      

       

       

      
        	
                ARTICLE
                  VII SERVICER TERMINATION EVENTS

              	
                20

              
	
                Section
                  7.1.

              	
                Servicer
                  Termination Events

              	
                20

              
	
                Section
                  7.2.

              	
                Consequences
                  of a Servicer Termination Event

              	
                21

              
	
                Section
                  7.3.

              	
                Appointment
                  of Successor

              	
                22

              
	
                Section
                  7.4.

              	
                Waiver
                  of Past Defaults

              	
                22

              
	 	 
	
                ARTICLE
                  VIII MISCELLANEOUS

              	
                23

              
	
                Section
                  8.1.

              	
                Notices

              	
                23

              
	
                Section
                  8.2.

              	
                Notices

              	
                23

              
	
                Section
                  8.3.

              	
                Prior
                  Agreements Superseded

              	
                23

              
	
                Section
                  8.4.

              	
                Parties
                  Bound

              	
                23

              
	
                Section
                  8.5.

              	
                Execution
                  in Counterparts

              	
                23

              
	
                Section
                  8.6.

              	
                Severability
                  of Provisions

              	
                24

              
	
                Section
                  8.7.

              	
                Further
                  Instruments

              	
                24

              
	
                Section
                  8.8.

              	
                Governing
                  Law

              	
                24

              
	
                Section
                  8.9.

              	
                Consent
                  of Jurisdiction

              	
                24

              
	
                Section
                  8.10.

              	
                Waiver
                  of Jury Trial

              	
                25

              
	
                Section
                  8.11.

              	
                Pledge
                  by Purchaser

              	
                25

              
	
                Section
                  8.12.

              	
                Time
                  of Essence

              	
                25

              


      

    

     

    
      ANNEXES

       

      
        	
                Annex
                  A

              	
                -

              	
                Defined
                  Terms

              
	 	 	 
	
                SCHEDULES

              	 	 
	 	 	 
	
                Schedule
                  A

              	
                -

              	
                Schedule
                  of Receivables

              
	 	 	 
	
                EXHIBITS

              	 	 
	 	 	 
	
                Exhibit
                  A

              	
                -

              	
                Form
                  of Transfer Instrument

              
	 	 	 
	
                Exhibit
                  B

              	
                -

              	
                Form
                  of Addition Notice

              


      

    

     

     

    
      
        
        

      

      
        -ii-

        
          

        

      

      
        
        

      

    


    SALE
      AND
      SERVICING AGREEMENT (this “Agreement”)
      dated
      as of December 28, 2006, among Manchester Indiana Funding, LLC, a Delaware
      limited liability company (the “Purchaser”),
      Manchester Indiana Acceptance, Inc. (“Seller”),
      Manchester Inc., a Nevada corporation (“Servicer”),
      and
      Manchester Indiana Operations, Inc. a Delaware corporation (“MIO”).

     

    WHEREAS,
      the Purchaser desires to purchase from Seller, from time to time, receivables
      arising in connection with motor vehicle retail installment sale
      contracts;

     

    WHEREAS,
      the Purchaser intends to finance such purchases by entering into the Loan
      Agreement and issuing the Note, secured by, among other assets, the Receivables
      and the Other Conveyed Property;

     

    WHEREAS,
      Seller is willing to sell such Receivables and the Other Conveyed Property
      to
      the Purchaser from time to time; and

     

    WHEREAS
      Servicer is willing to service all such Receivables on the terms of this
      Agreement.

     

    NOW,
      THEREFORE, in consideration of the premises and the mutual covenants herein
      contained, the parties hereto agree as follows:

     

    ARTICLE
      I


     

    DEFINITIONS

     

    Section
      1.1. Definitions.
      Capitalized terms used in this Agreement and not otherwise defined in this
      Agreement, shall have the meanings set forth in Annex A attached
      hereto.

     

    Section
      1.2. Other
      Definitional Provisions.

     

    (a) All
      terms
      defined in this Agreement shall have the defined meanings when used in any
      instrument governed hereby and in any certificate or other document made or
      delivered pursuant hereto unless otherwise defined therein.

     

    (b) Accounting
      terms used but not defined or partly defined in this Agreement, in any
      instrument governed hereby or in any certificate or other document made or
      delivered pursuant hereto, to the extent not defined, shall have the respective
      meanings given to them under GAAP as in effect on the date of determination
      or
      any such instrument, certificate or other document, as applicable. To the extent
      that the definitions of accounting terms in this Agreement or in any such
      instrument, certificate or other document are inconsistent with the meanings
      of
      such terms under GAAP, the definitions contained in this Agreement or in any
      such instrument, certificate or other document shall control.

     

    (c) 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.

     

    
      
        
        

      

      
        -1-

        
          

        

      

      
        
        

      

    

     

    (d) Section,
      Schedule and Exhibit references contained in this Agreement are references
      to
      Sections, Schedules and Exhibits in or to this Agreement unless otherwise
      specified; and the term “including”
shall
      mean “including
      without limitation.”

     

    (e) The
      definitions contained in this Agreement are applicable to the singular as well
      as the plural forms of such terms and to the masculine as well as to the
      feminine and neuter genders of such terms.

     

    Any
      agreement, instrument or statute defined or referred to herein or in any
      instrument or certificate delivered in connection herewith means such agreement,
      instrument or statute as the same may from time to time be amended, modified
      or
      supplemented in accordance with the terms thereof and includes (in the case
      of
      agreements or instruments) references to all attachments and instruments
      associated therewith; all references to a Person include its permitted
      successors and assigns.

     

    ARTICLE
      II


     

    CONVEYANCE
      OF RECEIVABLES

     

    Section
      2.1. Conveyance
      of Receivables.

     

    (a) In
      consideration of the Purchaser’s delivery to or upon the order of Seller on any
      Funding Date of the Purchase Price therefor, Seller does hereby sell, transfer,
      assign, set over and otherwise convey to the Purchaser, without recourse
      (subject to the obligations set forth herein) all right, title and interest
      of
      Seller, whether now existing or hereafter arising, in, to and
      under:

     

    (i) the
      Receivables listed in Schedule A to each Transfer Instrument executed and
      delivered by Seller on such Funding Date;

     

    (ii) all
      monies received under the Receivables on and after the related Cutoff Date
      and
      all Net Liquidation Proceeds received with respect to the Receivables on and
      after the related Cutoff Date;

     

    (iii) the
      security interests in the Financed Vehicles and any accessions thereto granted
      by Obligors pursuant to the related Contracts and any other interest of Seller
      in such Financed Vehicles, including, without limitation, the Auto
      Title;

     

    (iv) any
      proceeds from claims on any Receivables Insurance Policies or certificates
      relating to the Financed Vehicles securing the Receivables or the Obligors
      thereunder;

     

    (v) the
      Custodial Documents related to each Receivable and all other documents that
      Seller keeps on file in accordance with its customary procedures relating to
      the
      Receivables for Obligors of the Financed Vehicles;

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    (vi) all
      amounts and property from time to time held in or credited to the Lockbox,
      the
      Collection Account or the Blocked Account;

     

    (vii) all
      property (including the right to receive future Net Liquidation Proceeds) that
      secures a Receivable that has been acquired by or on behalf of Seller or the
      Purchaser pursuant to a liquidation of such Receivable;

     

    (viii) the
      proceeds from any Servicer’s errors and omissions policy or fidelity bond, to
      the extent such proceeds relate to any Receivable, Financed Vehicle or other
      Collateral; and

     

    (ix) all
      present and future claims, demands, causes and choses in action in respect
      of
      any or all of the foregoing and all payments on or under and all proceeds of
      every kind and nature whatsoever in respect of any or all of the foregoing,
      including all proceeds of the conversion, voluntary or involuntary, into cash
      or
      other liquid property, all cash proceeds, accounts, accounts receivable, notes,
      drafts, acceptances, chattel paper, checks, deposit accounts, insurance
      proceeds, condemnation awards, rights to payment of any and every kind and
      other
      forms of obligations and receivables, instruments and other property which
      at
      any time constitute all or part of or are included in the proceeds of any of
      the
      foregoing.

     

    (b) Seller
      shall transfer to the Purchaser the Receivables and the Other Conveyed Property
      described in paragraph
      (a)
      above
      only upon the satisfaction of each of the conditions set forth below on or
      prior
      to the related Funding Date.

     

    (i) Seller
      shall have provided the Purchaser, Lender and the Collateral Agent with (A)
      an
      Addition Notice substantially in the form of Exhibit B
      hereto
      (which shall include a supplement to the Schedule of Receivables) and (B) a
      data
      tape or other electronic file containing information regarding the Related
      Receivables that Lender may request hereto to be transferred on such Funding
      Date (the “Data
      Tape Fields”)
      no
      later than 11:00 a.m. (New York City time) three Business Days prior to such
      Funding Date and shall have provided any information reasonably requested by
      any
      of the foregoing with respect to the Purchaser, Servicer and the Related
      Receivables;

     

    (ii) Seller
      shall, to the extent required by Section
      4.2
      of this
      Agreement, have deposited in the Blocked Account all collections received on
      and
      after the Cutoff Date in respect of the Related Receivables to be purchased
      on
      such Funding Date;

     

    (iii) as
      of
      each Funding Date, (A) Seller shall not be insolvent and shall not become
      insolvent as a result of the transfer of Related Receivables on such Funding
      Date, (B) Seller shall not intend to incur or believe that it shall incur debts
      that would be beyond its ability to pay as such debts mature, (C) such transfer
      shall not have been made with actual intent to hinder, delay or defraud any
      Person and (D) the assets of Seller shall not constitute unreasonably small
      capital to carry out its business as then conducted;

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

    (iv) the
      Facility Termination Date shall not have occurred;

     

    (v) each
      of
      the representations and warranties made by Seller pursuant to Section
      3.1
      and the
      other Loan Documents with respect to the Related Receivables to be purchased
      on
      such Funding Date shall be true and correct as of the related Funding Date
      and
      Seller shall have performed all obligations to be performed by it hereunder
      or
      in any Transfer Instrument on or prior to such Funding Date;

     

    (vi) Seller
      shall, at its own expense, on or prior to the Funding Date, indicate in its
      computer files that the Related Receivables to be purchased on such Funding
      Date
      have been sold to the Purchaser pursuant to this Agreement or a Transfer
      Instrument, as applicable, and have been pledged by the Purchaser to the
      Collateral Agent for the benefit of the Lender under the Loan
      Agreement;

     

    (vii) Seller
      shall have taken all action required to maintain (i) the first priority
      perfected ownership interest of the Purchaser in the Related Receivables and
      Other Conveyed Property and (ii) the first priority perfected security interest
      of the Collateral Agent for the benefit of the Lender in the
      Collateral;

     

    (viii) no
      selection procedures adverse to the interests of Lender shall have been utilized
      in selecting the Related Receivables to be sold on such Funding
      Date;

     

    (ix) the
      addition of any such Related Receivables to be purchased on such Funding Date
      shall not result in a material adverse tax consequence to any Secured
      Party;

     

    (x) Seller
      shall have delivered to the Collateral Agent and Lender an Officers’ Certificate
      confirming the satisfaction of each condition precedent specified in this
      paragraph (b);

     

    (xi) no
      Servicer Termination Event, or any event that, with the giving of notice or
      the
      passage of time, would constitute a Servicer Termination Event, shall have
      occurred and be continuing;

     

    (xii) Seller
      shall have delivered the related Custodial Documents to the Custodian, and
      the
      Custodian shall have confirmed receipt of the related Custodial Documents for
      each Related Receivable and shall have delivered a copy to Lender and the
      Collateral Agent of a Custodial Certification with respect to the Custodial
      Documents related to the Related Receivables to be purchased on such Funding
      Date;

     

    (xiii) Seller
      shall have filed or caused to be filed all necessary UCC-l financing statements
      (or amendments thereto) necessary to maintain (in each case assuming for
      purposes of this clause (xiii) that such perfection may be achieved by making
      the appropriate filings), and taken any other steps necessary to maintain,
      (1)
      the first, priority, perfected ownership interest of Purchaser and (2) the
      first
      priority, perfected security interest of the Collateral Agent for the benefit
      of
      the Lender, with respect to the Related Receivables, the Other Conveyed Property
      and any other Collateral to be transferred on such Funding Date;

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

    (xiv) Seller
      shall have executed and delivered an Transfer Instrument in the form of
Exhibit
      A
      with
      respect to such Related Receivables and the Other Conveyed Property related
      thereto; and

     

    (xv) the
      Funding Date shall not occur in the same calendar week as any prior Funding
      Date.

     

    Section
      2.2. Payment
      of Purchase Price.
      In
      consideration for the sale of the Related Receivables and Other Conveyed
      Property described in Section
      2.1(a)
      or the
      related Transfer Instrument, the Purchaser shall, on each Funding Date on which
      Related Receivables are transferred hereunder, pay to or upon the order of
      Seller the applicable Purchase Price in the following manner: (i) cash in an
      amount equal to the amount of the Advance received by the Purchaser under the
      Loan Agreement on such Funding Date and (ii) to the extent the Purchase Price
      for the related Receivables and Other Conveyed Property exceeds the amount
      of
      cash described in (i), such excess shall be treated as a capital contribution
      by
      Seller to the Purchaser.

     

    Section
      2.3. Transfers
      Intended as Sales.
      It is
      the intention of Seller and the Purchaser that each transfer and assignment
      contemplated by this Agreement and each Transfer Instrument shall constitute
      a
      sale of the Related Receivables and Other Conveyed Property from Seller to
      the
      Purchaser free and clear of all liens and rights of others and it is intended
      that the beneficial interest in and title to the Related Receivables and Other
      Conveyed Property shall not be part of Seller’s estate in the event of the
      filing of a bankruptcy petition by or against Seller under any bankruptcy law.
      In the event that, notwithstanding the intent of Seller and the Purchaser,
      the
      transfer and assignment contemplated hereby or by any Transfer Instrument is
      held not to be a sale, this Agreement and each Transfer Instrument shall
      constitute a security agreement under applicable law and Seller hereby grants
      to
      the Purchaser a security interest in the Receivables and Other Conveyed
      Property, which security interest has been assigned to the Collateral Agent
      for
      the benefit of the Lender.

     

    Section
      2.4. Further
      Encumbrance of Receivables and Other Conveyed Property.

     

    (a) Immediately
      upon the conveyance to the Purchaser by Seller of the Related Receivables and
      any item of the related Other Conveyed Property pursuant to Section
      2.1
      and the
      related Transfer Instrument, all right, title and interest of Seller in and
      to
      such Related Receivables and Other Conveyed Property shall terminate, and all
      such right, title and interest shall vest in the Purchaser.

     

    (b) Immediately
      upon the vesting of any Related Receivables and the related Other Conveyed
      Property in the Purchaser, the Purchaser shall have the sole right to pledge
      or
      otherwise encumber such Related Receivables and the related Other Conveyed
      Property. Pursuant to the Loan Agreement, the Purchaser shall grant a security
      interest in the Collateral to secure the repayment of the Loan and the other
      Secured Obligations.

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     

    Section
      2.5. Conveyance
      of All Receivables.
      Seller
      covenants, represents and warrants that (i) on the date of the first sale
      hereunder it will sell to the Purchaser pursuant to this Agreement all
      Receivables (including all Receivables which are Eligible Receivables and all
      Receivables which are not Eligible Receivables) owned by it on such date and
      (ii) thereafter it will sell to the Purchaser pursuant to this Agreement all
      such Receivables that it purchases or originates within one week of such
      purchase or origination.

     

    ARTICLE
      III


     

    THE
      RECEIVABLES

     

    Section
      3.1. Representations
      and Warranties of Seller.

     

    (a) Seller
      makes the following representations and warranties as to the Receivables to
      the
      Purchaser, on which the Purchaser relies in acquiring the Receivables, and
      on
      which Lender will rely in making the Advances to the Purchaser pursuant to
      the
      Loan Agreement. Such representations and warranties speak as of the Closing
      Date
      and as of each Funding Date; provided
      that to
      the extent such representations and warranties relate to the Receivables
      conveyed on any Funding Date, such representations and warranties shall speak
      as
      of the related Funding Date, but shall survive the sale, transfer and assignment
      of the Receivables to the Purchaser and the pledge thereof by the Purchaser
      to
      the Collateral Agent for the benefit of the Lender pursuant to the Loan
      Agreement.

     

    (b) Characteristics
      of Receivables.

     

    (i) Each
      Receivable indicated in the Addition Notice to be an Eligible Receivable is
      an
      Eligible Receivable,

     

    (ii) Each
      Receivable is genuine, is in all respects what it purports to be and the
      Contract evidencing such Receivable has only one original counterpart and,
      if
      evidenced by an instrument, includes only one original promissory note which
      constitutes an instrument under the UCC and no Person other than Lender or
      the
      Custodian is in actual or constructive possession of any such original Contract
      or Auto Title;

     

    (iii) The
      Receivables represent undisputed, bona fide transactions completed in accordance
      with the terms and provisions contained in any documents related
      thereto;

     

    (iv) The
      amounts of the face value shown on any schedule of Receivables provided to
      Borrower, Lender or Custodian, and/or all invoices or statements delivered
      to
      Borrower, Lender or Custodian with respect to any Receivables, are actually
      and
      absolutely owing to Seller and are not contingent for any reason;

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

     

    (c) No
      set-offs, counterclaims or disputes as to payments or liability thereon exist
      or
      have been asserted with respect thereto and neither Seller nor any Related
      Party
      has made any agreement with any Obligor thereunder for any deduction therefrom,
      except a discount or allowance allowed by Seller or Servicer in the ordinary
      course of business for prompt payment, all of which discounts or allowances
      are
      reflected in the calculation of the outstanding amount of such
      Receivable;

     

    (d) No
      facts,
      events or occurrences exist that, in any way, impair the validity or enforcement
      thereof or tend to reduce the amount payable thereunder from the amount of
      the
      Receivable shown on any schedule, or on all contracts, invoices or statements
      delivered to Lender or the Custodian with respect thereto;

     

    (e) All
      Obligors in connection with Receivables: (i) had the capacity to contract at
      the
      time any contract or other document giving rise to the Receivable was executed;
      and (ii) generally have the ability to pay their debts as they become
      due;

     

    (f) To
      Seller’s knowledge, no proceedings or actions are threatened or pending against
      any Obligor that might result in any material adverse effect in the Obligor’s
      financial condition;

     

    (g) The
      Receivables have not been assigned or pledged to any Person other than as
      permitted pursuant to the Loan Documents;

     

    (h) The
      goods
      giving rise to the Receivables are not, and were not at the time of the sale,
      rental and/or lease thereof, subject to any Lien, except those of the Collateral
      Agent for the benefit of the Lender, or those removed or terminated prior to
      the
      date hereof;

     

    (i) The
      Delinquency set forth in the Availability Report shall be delivered to Lender
      by
      Servicer on behalf of Borrower under the Loan Agreement as determined pursuant
      to the Aging Procedures and Eligibility Test.

     

    (j) All
      Contracts represent the legal, valid and binding payment obligation of the
      applicable Obligors, enforceable in accordance with their terms, subject to
      bankruptcy, insolvency and other Laws (including, but not limited to principles
      of equity) affecting the rights of creditors.

     

    (k) No
      instrument of release or waiver has been executed in connection with any
      Contract, and no Obligor has been released from its obligations thereunder,
      in
      whole or in part, and no action has been taken by Seller or any Related Party
      to
      release any collateral under any Contract.

     

    Section
      3.2. Repurchase
      upon Breach.
      Seller
      or, Servicer, as the case may be, shall inform the other parties to this
      Agreement promptly, in writing, upon the discovery of any breach of Seller’s
      representations and warranties made pursuant to Section 3.1
      with
      respect to a Receivable (without regard to any limitations therein as to
      Seller’s knowledge). Unless the breach shall have been cured within thirty (30)
      days of the breach, Seller shall repurchase such Receivable. In consideration
      of
      the repurchase of any Receivable, Seller shall remit the Purchase Amount to
      the
      Collection Account on the date of such repurchase. Upon receipt of the Purchase
      Amount in respect of any Defective Receivables and written instructions from
      Servicer, the Custodian shall release to Seller or its designee the related
      Custodial Documents and the Purchaser shall execute and deliver all reasonable
      instruments of transfer or assignment, without recourse, as are prepared by
      Seller and delivered to the Purchaser and necessary to vest in Seller or such
      designee title to such Defective Receivables. The parties hereto hereby
      acknowledge that the Collateral Agent for the benefit of the Lender shall have
      the right to enforce directly against Seller Seller’s repurchase and indemnity
      obligations pursuant to this Section
      3.2.

     

    
      
        
        

      

      
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    Section
      3.3. Custody
      of Custodial Documents.
      In
      connection with each sale, transfer and assignment of Receivables and related
      Other Conveyed Property to the Purchaser pursuant to this Agreement and each
      Transfer Instrument, and each pledge thereof by the Purchaser to Lender pursuant
      to the Loan Agreement, the Custodian shall act as custodian of the related
      Custodial Documents and any other documents or instruments delivered to the
      Custodian pursuant to the Custodian Agreement.

     

    ARTICLE
      IV


     

    ADMINISTRATION
      AND SERVICING OF RECEIVABLES

     

    Section
      4.1. Duties
      of Servicer.
      Servicer, as agent for the Purchaser and the Lender, shall manage, service,
      administer and make collections on the Receivables with reasonable care, using
      that degree of skill and attention customary and usual for institutions which
      service motor vehicle retail installment sale contracts and other auto loans
      similar to the Receivables and, to the extent more exacting, that Servicer
      exercises with respect to all comparable automotive receivables that it or
      any
      of its Affiliates services for itself, theirselves or others. In performing
      such
      duties, Servicer shall comply with the Servicing Guidelines and the Credit
      and
      Collection Policy. Without limiting the generality of the foregoing, and subject
      to the servicing standards set forth in this Agreement including, without
      limitation, the restrictions set forth in Section
      4.6,
      Servicer is authorized and empowered by the Purchaser to execute and deliver,
      on
      behalf of itself, the Purchaser, the Lender, or the Collateral Agent for the
      benefit of the Lender, any and all instruments of satisfaction or cancellation,
      or partial or full release or discharge, and all other comparable instruments,
      with respect to such Receivables or to the Financed Vehicles securing such
      Receivables and/or the Auto Title. If Servicer shall commence a legal proceeding
      to enforce a Receivable, the Purchaser shall thereupon be deemed to have
      automatically assigned, solely for the purpose of collection, such Receivable
      to
      Servicer. If in any enforcement suit or legal proceeding it shall be held that
      Servicer may not enforce a Receivable on the ground that it shall not be a
      real
      party in interest or a holder entitled to enforce such Receivable, the Purchaser
      shall, at Servicer’s expense and direction, take steps to enforce such
      Receivable, including bringing suit in its name or the name of the Collateral
      Agent for the benefit of the Lender. Without limiting any of the Servicer’s
      duties and obligations hereunder, Servicer shall perform on behalf of Borrower
      the affirmation obligations of Borrower under Sections 3.3., 3.7, 3.8, 3.9
      and
      3.10 of the Loan Agreement, and shall perform the Auto Title Procedures on
      behalf of the Borrower.

     

    
      
        
        

      

      
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    Section
      4.2. Collection
      of Receivable Payments; Modifications of Receivables; Blocked Account
      Agreement.

     

    (a) Consistent
      with the standards, policies and procedures required by this Agreement, Servicer
      shall make reasonable efforts to collect all payments called for under the
      terms
      and provisions of the Receivables as and when the same shall become due and
      shall follow such collection procedures as it follows with respect to all
      comparable automotive receivables that it services for itself or others.
      Servicer, for so long as Manchester is Servicer, may in accordance with
      Servicer’s Servicing Guidelines grant extensions on a Receivable; provided,
      however,
      that
      Servicer may not grant more than one (1) extension per calendar year with
      respect to a Receivable or grant an extension with respect to a Receivable
      for
      more than one (1) calendar month or grant more than four (4) extensions in
      the
      aggregate with respect to a Receivable without the prior written consent of
      the
      Lender. If Servicer is not Manchester, Servicer may not make any extension
      on a
      Receivable without the prior written consent of the Lender. Notwithstanding
      anything to the contrary contained herein, Servicer shall not agree to any
      alteration of the interest rate on any Receivable or of the amount of any
      Scheduled Receivable Payment on Receivables, other than to the extent that
      such
      alteration is required by applicable law.

     

    (b) Servicer
      shall remit all payments by or on behalf of the Obligors received by Servicer
      with respect to the Receivables (other than Purchased Receivables) and all
      Net
      Liquidation Proceeds into the Blocked Account or the Collection Account on
      the
      date of receipt thereof, or, if not a Business Day, on the next following
      Business Day. Servicer shall not commingle its assets and funds with those
      on
      deposit in the Blocked Account or the Collection Account.

     

    Section
      4.3. Realization
      Upon Receivables.
      On
      behalf of the Purchaser and the Collateral Agent for the benefit of the Lender,
      Servicer shall use its best efforts, consistent with the servicing procedures
      set forth herein, to repossess or otherwise convert the ownership of the
      Financed Vehicle securing any Receivable as to which Servicer shall have
      determined eventual payment in full is unlikely.

     

    Section
      4.4. Insurance.
      Servicer, in accordance with the servicing procedures and standards set forth
      herein, shall require that each Obligor shall have obtained any insurance
      required by the related Contract (each, a “Receivables
      Insurance Policy”).

     

    Section
      4.5. Maintenance
      of Security Interests in Vehicles.

     

    (a) Consistent
      with the policies and procedures required by this Agreement, Servicer shall
      take
      such steps on behalf of the Purchaser and the Collateral Agent for the benefit
      of the Lender as are necessary to maintain perfection of the security interest
      created by each Receivable in the related Financed Vehicle.

     

    (b) Upon
      the
      occurrence and continuance of a Servicer Termination Event, the Collateral
      Agent
      for the benefit of the Lender and Servicer shall take or cause to be taken
      such
      action as may, in the opinion to the Lender or the Collateral Agent for the
      benefit of the Lender, be necessary to perfect or re-perfect the security
      interests in the Financed Vehicles securing the Receivables in the name of
      the
      Collateral Agent for the benefit of the Lender by amending the title documents
      of such Financed Vehicles or by such other reasonable means as may, in the
      opinion of the Lender or the Collateral Agent for the benefit of the Lender,
      be
      necessary or prudent.

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

     

    (c) Servicer
      hereby agrees to pay all expenses related to such perfection or re-perfection
      in
      accordance with clauses (a) and (b) above and to take all action necessary
      therefor. In addition, Lender may instruct Servicer to take or cause to be
      taken, and Servicer shall take or cause to be taken, such action as may, in
      the
      judgment of Lender be necessary to perfect or re-perfect the security interest
      in the Financed Vehicles underlying the Receivables in the name of the
      Collateral Agent for the benefit of the Lender including by amending the title
      documents of such Financed Vehicles or by such other reasonable means as may,
      in
      the judgment of the Lender, be necessary or prudent.

     

    Section
      4.6. Additional
      Covenants of Servicer.

     

    (a) Servicer
      shall not release the Financed Vehicle securing any Receivable from the security
      interest granted by such Receivable in whole or in part except in the event
      of
      payment in full by the Obligor thereunder or repossession or other liquidation
      of the Financed Vehicle, nor shall Servicer impair the rights of the Collateral
      Agent for the benefit of the Lender in such Receivables, nor shall Servicer
      amend or otherwise modify a Receivable, except as permitted in accordance with
      Section
      4.2.

     

    (b) Servicer
      shall reimburse the Secured Parties for any and all fees or expenses that the
      Secured Parties pay to a bank arising out of a return of payments in respect
      of
      the Receivables.

     

    (c) Servicer
      will not (i) create, incur or suffer to exist, or agree to create, incur or
      suffer to exist, or consent to cause or permit in the future (upon the happening
      of a contingency or otherwise) the creation, incurrence or existence of any
      lien, security interest, charge, pledge, equity, encumbrance or restriction
      on
      transferability of the Receivables and the Other Conveyed Property except (x)
      for the lien in favor of the Collateral Agent for the benefit of the Lender
      and
      the restrictions on transferability imposed by this Agreement or any other
      Loan
      Document or (y) with respect to any portion of the Receivables and the Other
      Conveyed Property released in a manner permitted by the Loan Documents from
      the
      lien in favor of the Collateral Agent for the benefit of the Lender, or (ii)
      sign or file under the UCC of any jurisdiction any financing statement which
      names Seller, Servicer or the Purchaser as a debtor, or sign any security
      agreement authorizing any secured party thereunder to file such financing
      statement, with respect to the Receivables and Other Conveyed Property, except
      in each case any such instrument solely securing the rights and preserving
      the
      lien of the Collateral Agent for the benefit of the Lender.

     

    (d) Servicer
      shall maintain (i) a modern system of accounting in accordance with GAAP or
      other systems of accounting acceptable to Lender and (ii) standard operating
      procedures applicable to all of their locations with respect to the handling
      and
      disposition of cash receipts and other proceeds of Collateral on a daily basis,
      including the depositing thereof, aging of account receivables, record keeping
      and such other matters as Lender may reasonably request. For the purpose of
      determining compliance with the covenants and representations in the Loan
      Documents, Lender shall have the right to recast any financial statement or
      report presented to Lender by or on behalf of any Related Party to comply with
      GAAP.

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

     

    (e) Servicer
      agrees to furnish to Lender from time to time, promptly upon request, a list
      of
      all Obligors’ names and their most current addresses. Servicer agrees that
      Lender may from time to time, consistent with standard or generally accepted
      auditing practices, verify the validity, amount and any other matters relating
      to the Receivables by means of mail, telephone or otherwise, in the name of
      Servicer or Borrower and upon the occurrence of an Event of Default in the
      name
      of Lender or such other name as Lender may choose.

     

    Section
      4.7. Purchase
      of Receivables Upon Breach of Covenant.
      Upon
      discovery by any of Servicer, Seller, the Purchaser of a breach of any of the
      covenants of Servicer set forth in Section 4.2(a),
      4.4,
      4.5
      or
4.6,
      the
      party discovering such breach shall give prompt written notice to the others;
      provided,
      however,
      that
      the failure to give any such notice shall not affect any obligation of Servicer
      under this Section 4.7.
      Unless
      the breach shall have been cured within 30 days following such discovery,
      Servicer shall purchase any Receivable materially and adversely affected by
      such
      breach. In consideration of the purchase of such Receivable, Servicer shall
      remit the Purchase Amount for such Receivable to the Collection Account on
      the
      date of such purchase. Servicer shall indemnify the Secured Parties, and the
      Purchaser against all costs, expenses, losses, damages, claims and liabilities,
      including reasonable fees and expenses of counsel, which may be asserted against
      or incurred by any of them as a result of third party claims arising out of
      the
      events or facts giving rise to such breach.

     

    Section
      4.8. Servicing
      Fee.
      The
“Servicing
      Fee”
for
      each Settlement Date shall be equal to 2% of the average daily Net Pool Balance
      (as defined in the Fee Letter) of the Receivables per annum.

     

    Section
      4.9. Reports.

     

    (a) No
      later
      than 12:00 noon New York City time on each Determination Date and on each Monday
      (or, if not a Business Day, on the next following Business Day), Servicer shall
      deliver (in computer-readable format reasonably acceptable to each such Person
      to the Lender, the Collateral Agent and the Purchaser, a report containing
      the
      information specified in Exhibit B to the Loan Agreement. Within two business
      days of receipt, the Lender will notify the Servicer of any deficiencies in
      any
      report. If no notification is made, the report will be deemed accepted but,
      notwithstanding the foregoing, if deficiencies or errors are later discovered,
      the Servicer will work in good faith with the Lender to correct the
      report.

     

    (b) No
      later
      than 12:00 noon New York City time on each Determination Date, Servicer shall
      deliver (in computer-readable format reasonably acceptable to Lender) a 13-week
      cash-flow report containing such information as Lender shall request from
      Servicer.

     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

     

    Section
      4.10. Annual
      Statement as to Compliance, Notice of Servicer Termination Event.
      Servicer shall deliver to the Purchaser and to the Lender, on or before March
      31
      of each year beginning 2007, an Officer’s Certificate, dated as of December 31
      of the preceding year, stating that (i) a review of the activities of Servicer
      during the preceding 12-month period (or, in the case of the first such
      certificate, the period from the initial Cutoff Date to December 31, 2006)
      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, Servicer has fulfilled all its obligations under this Agreement
      throughout such year (or, in the case of the first such certificate, such
      shorter 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.

     

    Section
      4.11. Access
      to Certain Documentation and Information Regarding Receivables.
      Servicer shall provide to representatives of the Secured Parties, full and
      unrestricted access to the documentation regarding the Receivables. Nothing
      in
      this Section shall derogate from the obligation of Servicer to observe any
      applicable law prohibiting disclosure of information regarding the Obligors,
      and
      the failure of Servicer to provide access as provided in this Section as a
      result of such obligation shall not constitute a breach of this
      Section.

     

    Section
      4.12. Retention
      and Termination of Servicer.
      Servicer hereby covenants and agrees to act as such under this Agreement for
      an
      initial term commencing on the Closing Date and ending on the Maturity Date
      unless terminated in accordance with the Loan Documents.

     

    ARTICLE
      V

     

    THE
      PURCHASER

     

    Section
      5.1. Representations
      of Purchaser.
      The
      Purchaser hereby continuously represents and warrants that, during the term
      of
      this Agreement and so long as the Loan remains outstanding:

     

    (a) The
      Purchaser is a limited liability company duly formed, validly existing and
      in
      good standing under the laws of the State of Delaware, is duly qualified to
      do
      business and is in good standing as a foreign limited liability company in
      all
      states where such qualification is required, has all necessary limited liability
      company power and authority to enter into this Agreement and each of the other
      Loan Documents to which it is a party and to perform all of its obligations
      hereunder and thereunder.

     

    (b) The
      Purchaser has all requisite right and power and is duly authorized and empowered
      to enter into, execute, deliver and perform this Agreement and each other Loan
      Document to which it is a party and this Agreement and each other Loan Document
      to which the Purchaser is a party are the legal, valid and binding obligations
      of the Purchaser and are enforceable against the Purchaser in accordance with
      their terms.

     

    (c) The
      execution, delivery and performance by the Purchaser of this Agreement and
      each
      of the Loan Documents to which it is a party does not and shall not (i) violate
      any provision of any Law, order, writ, judgment, injunction, decree,
      determination or award presently in effect having applicability to the
      Purchaser; (ii) violate any provision of its charter documents, bylaws, limited
      liability company agreement, operating agreement or partnership agreement,
      as
      applicable; or (iii) result in a breach of or constitute a default under any
      indenture or loan or credit agreement or any other agreement, lease or
      instrument to which the Purchaser is a party or by which it or any of its assets
      or properties may be bound or affected; and the Purchaser is not in default
      of
      any such Law, order, writ, judgment, injunction, decree, determination or award
      or any such indenture, agreement, lease or instrument.

     

    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

     

    (d) No
      consent, approval, license, exemption of or filing or registration with, giving
      of notice to, or other authorization of or by, any court, administrative agency
      or other governmental authority is or shall be required in connection with
      the
      execution, delivery or performance by the Purchaser of this Agreement and each
      other Loan Document for the valid consummation of the transactions contemplated
      hereby or thereby.

     

    (e) No
      event
      has occurred and is continuing which constitutes a Default or an Event of
      Default. There is no action, suit, proceeding or investigation pending or
      threatened against or affecting the Purchaser before or by any court,
      administrative agency or other governmental authority that brings into question
      the validity of the transactions contemplated hereby, or that might result
      in
      any Material Adverse Effect.

     

    (f) The
      Purchaser is solvent, generally able to pay its obligations as they become
      due,
      has sufficient capital to carry on its business and transactions and all
      businesses and transactions in which it intends to engage, and the current
      value
      of the Purchaser’s assets, at fair saleable valuation, exceeds the sum of its
      liabilities. The Purchaser shall not be rendered insolvent by the execution
      and
      delivery of this Agreement and the other Loan Documents and the consummation
      of
      the transactions contemplated hereby and thereby and the capital remaining
      in
      the Purchaser is not now and shall not foreseeably become unreasonably small
      to
      permit the Purchaser to carry on its business and transactions and all
      businesses and transactions in which it is about to engage. The Purchaser does
      not intend to, nor does it reasonably believe it shall, incur debts beyond
      its
      ability to repay the same as they mature.

     

    ARTICLE
      VI

     

    SELLER,
      SERVICER AND MIO

     

    Section
      6.1. Representations
      of Seller, Servicer and MIO.
      Each of
      Seller, Servicer and MIO hereby jointly and severally and continuously represent
      and warrant that, during the term of this Agreement and so long as any Loan
      remains outstanding under the Loan Agreement:

     

    (a) Each
      of
      Seller, Servicer and MIO is a corporation duly formed, validly existing and
      in
      good standing under the laws of its state of incorporation, is duly qualified
      to
      do business and is in good standing as a foreign corporation in all states
      where
      such qualification is required, has all necessary corporate power and authority
      to enter into this Agreement and each other Loan Document to which it is a
      party
      and to perform all of its obligations hereunder and thereunder.

     

    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    

     

    (b) Each
      of
      Seller, Servicer and MIO operates its business only under the assumed names
      listed on Schedule 5.1(b) of Schedule A attached to the Loan
      Agreement.

     

    (c) Each
      of
      Seller, Servicer and MIO has all requisite right and power and is duly
      authorized and empowered to enter into, execute, deliver and perform this
      Agreement and each other Loan Document to which it is a party and this Agreement
      and each other Loan Document to which Seller, Servicer and MIO is a party are
      the legal, valid and binding obligations of Seller, Servicer or MIO, as
      applicable, and are enforceable against such Person in accordance with their
      terms.

     

    (d) The
      execution, delivery and performance by each of Seller, Servicer and MIO of
      this
      Agreement and each other Loan Document to which it is a party does not and
      shall
      not (i) violate any provision of any Law, order, writ, judgment, injunction,
      decree, determination or award presently in effect having applicability to
      such
      Person; (ii) violate any provision of its charter documents, bylaws, limited
      liability company agreement, operating agreement or partnership agreement,
      as
      applicable; or (iii) result in a breach of or constitute a default under any
      indenture or loan or credit agreement or any other agreement, lease or
      instrument to which such Person is a party or by which it or any of its assets
      or properties may be bound or affected; and none of Seller, Servicer or MIO
      is
      in default of any such Law, order, writ, judgment, injunction, decree,
      determination or award or any such indenture, agreement, lease or
      instrument.

     

    (e) No
      consent, approval, license, exemption of or filing or registration with, giving
      of notice to, or other authorization of or by, any court, administrative agency
      or other governmental authority is or shall be required in connection with
      the
      execution, delivery or performance by Seller, Servicer or MIO, of this Agreement
      and each of the Loan Document to which it is a party for the valid consummation
      of the transactions contemplated hereby or thereby.

     

    (f) No
      event
      has occurred and is continuing which constitutes a Default, Event of Default,
      a
      Seller Default or a Servicer Termination Event. There is no action, suit,
      proceeding or investigation pending or threatened against or affecting Seller,
      Servicer or MIO, before or by any court, administrative agency or other
      governmental authority that brings into question the validity of the
      transactions contemplated hereby or by the other Loan Documents, or that might
      result in any Material Adverse Effect.

     

    (g) None
      of
      Seller, Servicer or MIO is in default in the payment of any taxes levied or
      assessed against it or any of its assets or properties, except for taxes being
      contested in good faith and by appropriate proceedings and for which adequate
      reserves have been established.

     

    (h) Each
      of
      Seller, Servicer and MIO has good and marketable title to its assets and
      properties as reflected in its financial statements furnished to Purchaser
      or
      Lender.

     

    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    

     

    (i) Each
      of
      the financial statements furnished to Purchaser or Lender by Seller, Servicer
      or
      MIO was prepared in accordance with GAAP and fairly and accurately reflects
      their financial condition as of the date thereof; and Seller, Servicer and
      MIO
      hereby certify that there have been no Material Adverse Effects, since the
      date
      of such statements, and there are no known contingent liabilities not provided
      for or disclosed in such statements.

     

    (j) Neither
      this Agreement, any Availability Report or any statement or document referred
      to
      herein or delivered to Lender, the Collateral Agent, the Custodian or the
      Purchaser by any of Seller, Servicer or MIO contains any untrue statement of
      a
      material fact or omits to state a material fact necessary to make the statements
      made herein or therein not misleading.

     

    (k) Seller
      has good, indefeasible and merchantable title to and ownership of the
      Collateral, free and clear of all Liens, except those of the Collateral Agent
      for the benefit of the Lender.

     

    (l) All
      books, records and documents relating to the Collateral are and shall be genuine
      and in all respects what they purport to be; the original amount and the unpaid
      balance of each Receivable shown on the books and records of Seller or the
      Servicer and in the schedules represented as owing by each Obligor is and shall
      be the correct amount actually owing or to be owing by such Obligor at maturity;
      each Obligor liable upon the Receivables has and shall have capacity to
      contract; none of Seller, Servicer or MIO has knowledge of any fact which would
      impair the validity or collectibility of any of the Receivables; and the
      payments shown to have been made by each Obligor on the books and records of
      Seller reflects the amounts of and dates on which said payments were actually
      made.

     

    (m) Each
      place of business of each of Seller, Servicer or MIO is only at the locations
      set forth in Section 5.1(n) of Schedule A of the Loan Agreement. None of Seller,
      Servicer or MIO shall begin or do business (either directly or through
      subsidiaries) at other locations or cease to do business at any of the above
      locations or at Purchaser’s principal place of business without first notifying
      Lender.

     

    (n) The
      present value of all benefits vested under all Plans of Seller, Servicer and
      MIO
      or any Commonly Controlled Entity (based on the assumptions used to fund the
      Plans) did not, as of the last annual valuation date (which in case of any
      Plan
      was not earlier than December 31, 1982) exceed the value of the assets of the
      Plans applicable to such vested benefits.

     

    (o) The
      liability to which any of Seller, Servicer, MIO or any Commonly Controlled
      Entity would become subject under Sections 4063 or 4064 of ERISA if such Person
      or any Commonly Controlled Entity were to withdraw from all Multi-employer
      Plans
      or if such Multi- employer Plans were to be terminated as of the valuation
      date
      most closely preceding the date hereof, is not in excess of One Thousand Dollars
      ($1,000.00);

     

    
      
        
        

      

      
        -15-

        
          

        

      

      
        
        

      

    

     

    (p) None
      of
      Seller, Servicer or MIO is engaged nor shall it engage, principally or as one
      of
      its important activities, in a business of extending credit for the purpose
      of
“purchasing” or “carrying” any “margin stock” within the respective meanings of
      each of the quoted terms under Regulations G or X of the Board of Governors
      of
      the Federal Reserve System as now and from time to time hereafter in effect.
      No
      part of the proceeds of any advances hereunder shall be used for “purchasing” or
“carrying” “margin stock” as so defined or for any purpose which violates, or
      which would be inconsistent with, the provisions of the Regulations of such
      Board of Governors. If requested by Lender, Seller and Servicer shall furnish
      to
      Lender a statement in conformity with the requirement of Federal Reserve Form
      G-3 referred to in said Regulation G to the foregoing effect. All of the
      outstanding securities of each of Seller, Servicer and MIO have been offered,
      issued, sold and delivered in compliance with, or are exempt from, all federal
      and state laws and rules and regulations of federal and state regulatory bodies
      governing the offering, issuance, sale and delivery of securities.

     

    (q) None
      of
      Seller, Servicer or MIO is an “investment company” or a company “controlled” by
      an “investment company,” within the meaning of the Investment Company Act of
      1940, as amended.

     

    (r) To
      the
      best knowledge of each of Seller, Servicer and MIO, the land and improvements
      owned or leased by each of Seller, Servicer and MIO for use in their business
      operations (including the locations listed in Section 5.1(n) of Schedule (A)
      of
      the Loan Agreement are free of dangerous levels of contaminates, oils, asbestos,
      radon, PCB’s, hazardous substances or waste as defined by federal, state or
      local environmental laws, regulations or administrative orders or other
      materials, the removal of which is required or the maintenance of which is
      prohibited, regulated or penalized by any federal, state or local governmental
      authority.

     

    (s) Each
      of
      Seller, Servicer and MIO is solvent, generally able to pay its obligations
      as
      they become due, has sufficient capital to carry on its business and
      transactions and all businesses and transactions in which it intends to engage,
      and the current value of such Person’s assets, at fair saleable valuation,
      exceeds the sum of its liabilities. Each of Seller, Servicer and MIO shall
      not
      be rendered insolvent by the execution and delivery of this Agreement and the
      other Loan Documents and the consummation of the transactions contemplated
      hereby and thereby and the capital remaining in such Person is not now and
      shall
      not foreseeably become unreasonably small to permit such Person to carry on
      its
      business and transactions and all businesses and transactions in which it is
      about to engage. Each of Seller, Servicer and MIO does not intend to, nor does
      it reasonably believe it shall, incur debts beyond its ability to repay the
      same
      as they mature.

     

    (t) There
      are
      no material actions, suits or proceedings pending, or threatened against or
      affecting the assets of any Seller, Servicer or MIO, or the consummation of
      the
      transactions contemplated hereby or by the other Loan Documents, at law, or
      in
      equity, or before or by any governmental authority or instrumentality or before
      any arbitrator of any kind. None of Seller, Servicer or MIO is subject to any
      judgment, order, writ, injunction or decree of any court or governmental agency.
      There is not a reasonable likelihood of an adverse determination of any pending
      proceeding which would, individually or in the aggregate, have a Material
      Adverse Effect.

     

    
      
        
        

      

      
        -16-

        
          

        

      

      
        
        

      

    

     

    (u) Section
      5.1(x) of Schedule A attached to the Loan Agreement correctly and completely
      sets forth for each of Seller, Servicer and MIO, (i) its full legal name and
      state of organization, (ii) its Federal Tax Identification Number; (iii) its
      chief executive office, (iv) all prior names used in the last five (5) years
      (including, without limitation, Seller, Servicer’s or MIO’ predecessors in
      interest as a result of a merger or consolidation) and (v) the charter or other
      similar number for such of Seller, Servicer or MIO in its state of
      organization.

     

    (v) None
      of
      Seller, Servicer or MIO (i) is a person whose property or interest in property
      is blocked or subject to blocking pursuant to Section 1 of Executive Order
      13224
      of September 23, 2001 Blocking Property and Prohibiting Transactions With
      Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg.
      49079
      (2001)), (ii) engages in any dealings or transactions prohibited by Section
      2 of
      such executive order, or is otherwise associated with any such person in any
      manner violative of Section 2, or (iii) is a Person on the list of Specially
      Designated Nationals and Blocked Persons or subject to the limitations or
      prohibitions under any other U.S. Department of Treasury’s Office of Foreign
      Assets Control regulation or executive order.

     

    (w) Each
      of
      Seller, Servicer and MIO is in compliance with the Patriot Act. No part of
      the
      proceeds received under any Loan Documents will be used, directly or indirectly,
      for any payments to any governmental official or employee, political party,
      official of a political party, candidate for political office, or anyone else
      acting in an official capacity, in order to obtain, retain or direct business
      or
      obtain any improper advantage, in violation of the United States Foreign Corrupt
      Practices Act of 1977, as amended.

     

    Section
      6.2. Additional
      Covenants.

     

    (a) Sale.
      Seller
      agrees to treat the conveyances hereunder as financings for tax and accounting
      purposes and as sales for all other purposes (including without limitation
      legal
      and bankruptcy purposes) on all relevant books, records, tax returns, financial
      statements and other applicable documents.

     

    (b) Non-Petition.
      In the
      event of any breach of a representation and warranty made by the Purchaser
      hereunder, each of Seller, Servicer and MIO covenants and agrees that it will
      not take any action to pursue any remedy that it may have hereunder, in law,
      in
      equity or otherwise, until a year and a day have passed since the date on which
      all Secured Obligations have been paid in full. The Purchaser, Seller, Servicer
      and MIO agree that damages will not be an adequate remedy for breach of this
      covenant and that this covenant may be specifically enforced by the Purchaser,
      by the Collateral Agent or by the Lender.

     

    (c) Cooperation.
      If an
      Event of Default shall have occurred and be continuing, Seller, Servicer and
      MIO
      shall cooperate with and provide all information and access requested by Lender
      and the Collateral Agent, in connection with any actions taken in connection
      therewith pursuant to the Loan Agreement.

     

    
      
        
        

      

      
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    (d) Disposal
      of Interests.
      Servicer shall not sell, assign, pledge, or otherwise dispose of any of the
      limited liability company interests in the Purchaser or the equity interests
      in
      MIA or MIO without the prior written consent of the Lender.

     

    Section
      6.3. Liability
      of Seller, Servicer and MIO; Indemnities.

     

    (a) Seller,
      Servicer and MIO shall defend, indemnify and hold harmless the Purchaser, the
      Lender and each other Secured Party and their respective officers, directors,
      agents and employees for:

     

    (i) any
      liability as a result of the failure of a Receivable to be originated in
      compliance with all requirements of law and for any breach of any of its
      representations, warranties, covenants or other agreements contained herein,
      including:

     

    (ii) from
      and
      against any and all costs, expenses, losses, damages, claims, and liabilities,
      arising out of or resulting from the use, ownership, or operation by Seller,
      Servicer, MIO, any Affiliate thereof or any of their respective agents or
      subcontractors, of a Financed Vehicle;

     

    (iii) from
      and
      against any taxes that may at any time be asserted against any such Person
      with
      respect to the transactions contemplated in this Agreement and any of the Loan
      Documents (except any income taxes arising out of fees paid to the Lender and
      except any taxes to which the Lender may otherwise be subject), including
      without limitation any sales, gross receipts, general corporation, tangible
      personal property, privilege or license taxes (but, in the case of the
      Purchaser, not including any taxes asserted with respect to federal or other
      income taxes arising out of payments on the Loan) and costs and expenses in
      defending against the same;

     

    (iv) from
      and
      against any loss, liability or expense incurred by reason of Seller’s,
      Servicer’s or MIO’ willful misfeasance, bad faith or negligence in the
      performance of its duties under this Agreement, or by reason of reckless
      disregard of its obligations and duties under this Agreement;

     

    (v) from
      and
      against any and all costs, expenses, losses, claims, damages and liabilities
      arising out of, or incurred in connection with the acceptance or performance
      of
      the trusts and duties set forth herein and in the Loan Documents, except to
      the
      extent that such cost, expense, loss, claim, damage or liability shall be due
      to
      the willful misfeasance, bad faith or negligence (except for errors in judgment)
      of such indemnified Party;

     

    (vi) from
      and
      against any and all costs, expenses, losses, claims, damages and liabilities
      arising out of or relating to any of Seller’s, Servicer’s or MIO’
representations and warranties, covenants or other agreements contained herein
      or in any other Loan Document to which Seller, Servicer or MIO is a party;
      or

     

    
      
        
        

      

      
        -18-

        
          

        

      

      
        
        

      

    

     

    (vii) from
      and
      against any and all costs, expenses, losses, claims, damages and liabilities
      arising out of or relating to the failure of a Receivable to be serviced in
      compliance with all requirements of law, including without limitation all
      Consumer Laws, and for any breach of any of Servicer’s representations and
      warranties, covenants or other agreements contained herein or in any other
      Loan
      Document to which Servicer is a party.

     

    (b) Indemnification
      under this Section shall survive the resignation or removal of Servicer or
      the
      Collateral Agent and the termination of this Agreement and the other Loan
      Documents and shall include reasonable fees and expenses of counsel and other
      expenses of litigation. These indemnity obligations shall be in addition to
      any
      obligation that Seller, Servicer or MIO may otherwise have under applicable
      law,
      hereunder or under any other Loan Document.

     

    Notwithstanding
      any provision of this Section
      6.3
      or any
      other provision of this Agreement, nothing in this Agreement shall be construed
      as to require Seller, Servicer or MIO to provide any indemnification hereunder
      or under any other Loan Document for any costs, expenses, losses, claims,
      damages or liabilities arising out of, or incurred in connection with, credit
      losses with respect to the Receivables.

     

    Section
      6.4. Delegation
      of Duties.
      Servicer may not delegate duties under this Agreement, except in accordance
      with
      this Section 6.4. 

     

    (a) The
      Servicer may, at its own expense, enter into subservicing agreements with one
      or
      more subservicers (each a "Subservicer")
      for
      the servicing and administration of a portion of the Receivables with the
      prior written consent of  Lender (which shall be deemed given with respect
      to the appointment of MIA in (c), below).   References in this
      Agreement to actions taken or to be taken by the Servicer in servicing and
      managing the Receivables shall be deemed to include actions taken or to be
      taken
      by a Subservicer on behalf of the Servicer.  To the extent required by
      applicable Law, each Subservicer shall be authorized to transact business in
      the
      state or states in which any Receivables that it services or manages are
      situated.  The terms and conditions of each subservicing agreement between
      the Servicer and its Subservicers shall not be inconsistent with this
      Agreement.  For purposes of this Agreement, the Servicer shall be deemed to
      have received any payment when a Subservicer receives such payment.  The
      Servicer shall notify the Lender in writing promptly upon the appointment of
      any
      Subservicer. 

     

    (b) As
      part
      of its duties hereunder, the Servicer, for the benefit of the Secured Parties,
      shall enforce the obligations of each Subservicer under the related subservicing
      agreement.  Such enforcement, including, without limitation, the
      prosecution of all legal claims, termination of subservicing agreements and
      pursuit of other appropriate remedies, shall be in accordance with the Credit
      and Collection Policy and the Servicing Guidelines.  The Servicer shall pay
      the costs of such enforcement at its own expense and shall be reimbursed
      therefor solely from (i) a general recovery resulting from such enforcement,
      but
      only to the extent, if any, that such recovery exceeds all amounts due in
      respect of the related Receivables, or (ii) from a specific recovery of costs,
      expenses and/or attorneys' fees from the party against whom such enforcement
      is
      directed.

     

    
      
        
        

      

      
        -19-

        
          

        

      

      
        
        

      

    

     

    (c) The
      Servicer and MIA hereby agree that MIA is appointed as the Servicer’s
      Subservicer with respect to all of the Receivables on the terms of this Section
      6.4, for a fee payable by the Servicer to MIA in such amount as may be agreed
      by
      such parties from time to time.

     

    (d) Notwithstanding
      any subservicing agreement or arrangement between the Servicer and a
      Subservicer, the Servicer shall remain obligated and liable to the Secured
      Parties for the servicing, management, collection and administration of the
      Receivables in accordance with the provisions of this Agreement, as if the
      Servicer alone were servicing, managing, collecting and administering such
      Receivables.

     

    Section
      6.5. Servicer
      Not to Resign.
      Subject
      to the provisions of Section
      7.3,
      Servicer shall not resign from the obligations and duties imposed on it by
      this
      Agreement as Servicer except upon a determination that by reason of a change
      in
      legal requirements the performance of its duties under this Agreement would
      cause it to be in violation of such legal requirements in a manner which would
      have a material adverse effect on Servicer and Lender does not elect to waive
      the obligations of Servicer to perform the duties which render it legally unable
      to act or to delegate those duties to another Person. Any such determination
      permitting the resignation of Servicer pursuant to the immediately preceding
      sentence shall be evidenced by an Opinion of Counsel to such effect delivered
      and acceptable to the Lender. No resignation of Servicer shall become effective
      until an entity acceptable to Lender shall have assumed the responsibilities
      and
      obligations of Servicer.

     

    ARTICLE
      VII

     

    SERVICER
      TERMINATION EVENTS

     

    Section
      7.1. Servicer
      Termination Events.
      For
      purposes of this Agreement, each of the following shall constitute a
“Servicer
      Termination Event”:

     

    (a) Any
      failure by Servicer to deliver or cause to be delivered any proceeds or payment
      required to be so delivered under this Agreement or any other Loan Document
      within one (1) Business Day of the date when the same becomes due;

     

    (b) Failure
      by Servicer to deliver, or cause to be delivered, to Lender and the Collateral
      Agent any Availability Report by the Determination Date prior to the related
      Settlement Date, which failure continues unremedied for a period of one (1)
      Business Day;

     

    (c) Failure
      by Servicer to perform or observe in any material respect any term, covenant,
      or
      agreement under this Agreement or any other Loan Document (other than any term,
      covenant or agreement referred to in another subparagraph of this Section
      7.1),
      which
      failure is not cured within 10 calendar days after written notice is received
      by
      Servicer from Lender or the Collateral Agent or after discovery of such failure
      by a Responsible Officer of Servicer;

     

    
      
        
        

      

      
        -20-

        
          

        

      

      
        
        

      

    

     

    (d) Any
      representation, warranty or statement of Servicer made in this Agreement or
      any
      other Loan Document to which it is a party or any certificate, report or other
      writing delivered pursuant hereto or thereto shall prove to be incorrect in
      any
      material respect as of the time when the same shall have been made, and such
      incorrectness is not cured within 10 calendar days after written notice is
      received by Servicer from any Secured Party or after discovery of such failure
      by a Responsible Officer of Servicer;

     

    (e) An
      application is made by Servicer for the appointment of a receiver, trustee
      or
      custodian for the Collateral or any other material assets of Purchaser or
      Servicer; a petition under any section or chapter of the Bankruptcy Code or
      federal or State law or regulation shall be filed by Servicer, or Servicer
      shall
      make an assignment for the benefit of its creditors, or any case or proceeding
      shall be filed by Servicer for its dissolution, liquidation, or termination;
      or
      Servicer ceases to conduct its business;

     

    (f) Servicer
      is enjoined, restrained or prevented by court order from conducting all or
      any
      material part of its business affairs, or a petition under any section or
      chapter of the Bankruptcy Code or any similar federal or State law or regulation
      is filed against Servicer, or any case or proceeding is filed against Servicer,
      for its dissolution or liquidation, and such injunction, restraint, petition,
      case or proceeding is not dismissed within sixty (60) days after the entry
      of
      filing thereof; and

     

    (g) An
      Event
      of Default or a Default shall have occurred (so long as Manchester is
      Servicer).

     

    In
      the
      event that Servicer or Purchaser gains knowledge of the occurrence of a Servicer
      Termination Event, Servicer or Purchaser, as applicable, shall promptly notify
      Lender and the Collateral Agent in writing of such occurrence.

     

    Section
      7.2. Consequences
      of a Servicer Termination Event.
      If a
      Servicer Termination Event shall occur and be continuing, the Lender by notice
      given in writing to Servicer may terminate all of the rights and obligations
      of
      Servicer under this Agreement. On or after the receipt by Servicer of such
      written notice, all authority, power, obligations and responsibilities of
      Servicer under this Agreement, whether with respect to the Receivables and
      Other
      Conveyed Property or otherwise, automatically shall pass to, be vested in and
      become obligations and responsibilities of the successor Servicer appointed
      by
      Lender under Section
      7.3;
      provided, however, that the successor Servicer shall have no liability with
      respect to any obligation which was required to be performed by the outgoing
      Servicer prior to the date that the successor Servicer becomes Servicer or
      any
      claim of a third party based on any alleged action or inaction of the outgoing
      Servicer. The successor Servicer is authorized and empowered by this Agreement
      to execute and deliver, on behalf of the outgoing Servicer, as attorney-in-fact
      or otherwise, any and all documents and other instruments and to do or
      accomplish all other acts or things necessary or appropriate to effect the
      purposes of such notice of termination, whether to complete the transfer and
      endorsement of the Receivables and the Other Conveyed Property and related
      documents to show the Purchaser as lienholder or secured party on the related
      Auto Title, or otherwise. The outgoing Servicer agrees to cooperate with the
      successor Servicer in effecting the termination of the responsibilities and
      rights of the outgoing Servicer under this Agreement, including, without
      limitation, the transfer to the successor Servicer for administration by it
      of
      all cash amounts that shall at the time be held by the outgoing Servicer for
      deposit, or have been deposited by the outgoing Servicer, in the Deposit Account
      or thereafter received with respect to the Receivables and the delivery to
      the
      successor Servicer of all Custodial Documents that shall at the time be held
      by
      the outgoing Servicer and a computer tape in readable form as of the most recent
      Business Day containing all information necessary to enable the successor
      Servicer to service the Receivables and the Other Conveyed Property. All
      reasonable costs and expenses (including reasonable attorneys’ fees) incurred in
      connection with transferring any Custodial Documents to the successor Servicer
      and amending this Agreement to reflect such succession as Servicer pursuant
      to
      this Section
      7.2
      shall be
      paid by the predecessor Servicer upon presentation of reasonable documentation
      of such costs and expenses. In addition, any successor Servicer shall be
      entitled to payment from the immediate predecessor Servicer for reasonable
      transition expenses incurred in connection with acting as successor Servicer,
      and to the extent not so paid. The outgoing Servicer shall grant the successor
      Servicer, Lender and the Collateral Agent reasonable access to the outgoing
      Servicer’s premises at the outgoing Servicer’s expense.

     

    
      
        
        

      

      
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    Section
      7.3. Appointment
      of Successor.

     

    (a) On
      and
      after the time Servicer receives a notice of termination pursuant to
Section
      7.2,
      the
      outgoing Servicer shall continue to perform its functions as Servicer under
      this
      Agreement, in the case of termination, only until the date specified in such
      termination notice or, if no such date is specified in a notice of termination,
      until receipt of such notice and, in the case of expiration and non-renewal
      of
      the term of Servicer upon the expiration of such term, and, in the case of
      resignation, until (i) the later of (x) the date 45 days from the delivery
      to
      Lender of written notice of such resignation (or written confirmation of such
      notice) in accordance with the terms of this Agreement and (y) the date upon
      which the predecessor Servicer shall become unable to act as Servicer, as
      specified in the notice of resignation and accompanying Opinion of Counsel
      or
      (ii) such time as a successor Servicer shall assume all of the rights and
      obligations of the predecessor Servicer hereunder and under any other Loan
      Document; provided,
      however,
      that
      the outgoing Servicer shall not be relieved of its duties, obligations and
      liabilities as Servicer until a successor Servicer has assumed such duties,
      obligations and liabilities. Notwithstanding the preceding sentence, if a
      successor Servicer shall not have assumed the duties, obligations and
      liabilities of Servicer within 45 days of the termination or resignation
      described in this Section
      7.3,
      the
      outgoing Servicer may petition a court of competent jurisdiction to appoint
      a
      successor to the outgoing Servicer.

     

    (b) Any
      successor Servicer shall be entitled to such compensation as the outgoing
      Servicer would have been entitled to under this Agreement if the outgoing
      Servicer had not resigned or been terminated hereunder or had been renewed
      for
      an additional servicing term hereunder, as may be modified with the consent
      of
      the Lender.

     

    Section
      7.4. Waiver
      of Past Defaults.
      Lender
      may waive in writing any default by Servicer in the performance of its
      obligations under this Agreement and the consequences thereof. Upon any such
      waiver of a past default, such default shall cease to exist, and any Servicer
      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 default or impair any right consequent thereto.

     

    
      
        
        

      

      
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    ARTICLE
      VIII


     

    MISCELLANEOUS

     

    Section
      8.1. Notices.
      Except
      when telephonic notice is expressly authorized by this Agreement, any notice
      or
      other communication to any party in connection with this Agreement shall be
      in
      writing and shall be sent by manual delivery, telegram, facsimile transmission,
      overnight courier or United States mail (postage prepaid) addressed to such
      party at the address specified on Schedule
      A
      to the
      Loan Agreement, or at such other address as such party shall have specified
      to
      the other party hereto in writing. All periods of notice shall be measured
      from
      the date of delivery thereof if manually delivered, from the date of sending
      thereof if sent by telegram, or facsimile transmission, from the first Business
      Day after the date of sending if sent by overnight courier, or from four days
      after the date of mailing if mailed.

     

    Section
      8.2. Notices.
      Except
      when telephonic notice is expressly authorized by this Agreement, any notice
      or
      other communication to any party in connection with this Agreement shall be
      in
      writing and shall be sent by manual delivery, telegram, facsimile transmission,
      overnight courier or United States mail (postage prepaid) addressed to such
      party at the address specified on Schedule
      A
      of the
      Loan Agreement, or at such other address as such party shall have specified
      to
      the other party hereto in writing. All periods of notice shall be measured
      from
      the date of delivery thereof if manually delivered, from the date of sending
      thereof if sent by telegram, or facsimile transmission, from the first Business
      Day after the date of sending if sent by overnight courier, or from four days
      after the date of mailing if mailed.

     

    Section
      8.3. Prior
      Agreements Superseded.
      This
      Agreement, together with the other Loan Documents, constitute the sole and
      only
      agreement of the parties hereto and supersede any prior understandings or
      written or oral agreements between the parties respecting the subject matter
      of
      this Agreement and the other Loan Documents. No provision of this Agreement
      or
      other Loan Document may be modified, waived or terminated except by instrument
      in writing executed by Lender and the party against whom a modification, waiver
      or termination is sought to be enforced.

     

    Section
      8.4. Parties
      Bound.
      This
      Agreement shall be binding upon the parties hereto and their respective
      successors and assigns, and shall inure to the benefit of such parties hereto
      and their respective successors and permitted assigns. No party hereto shall
      assign its rights or duties hereunder without the consent of
      Lender.

     

    Section
      8.5. Execution
      in Counterparts.
      This
      Agreement may be executed in any number of counterparts and by the parties
      hereto in separate counterparts, each of which when so executed and delivered
      shall be deemed to be an original, and all of which taken together shall
      constitute but one and the same instrument.

     

    
      
        
        

      

      
        -23-

        
          

        

      

      
        
        

      

    

     

    Section
      8.6. Severability
      of Provisions.
      Any
      provision which is determined to be unconscionable, against public policy or
      any
      provision of this Agreement which 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 or affecting the validity or enforceability of such provision
      in any other jurisdiction.

     

    Section
      8.7. Further
      Instruments.
      Each
      party hereto shall from time to time execute and deliver, and shall cause each
      of its subsidiaries to execute and deliver, all such amendments, supplements
      and
      other modifications hereto and to the other Loan Documents and all such
      financing statements or continuation statements, instruments of further
      assurance and any other instruments, and shall take such other actions, as
      Lender reasonably requests and deems necessary or advisable in furtherance
      of
      the agreements contained herein.

     

    Section
      8.8. Governing
      Law.
      THIS
      AGREEMENT SHALL BE DEEMED A CONTRACT AND INSTRUMENT MADE UNDER THE LAWS OF
      THE
      STATE OF NEW YORK AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND
      GOVERNED BY THE LAWS OF THE STATE OF NEW YORK AND THE LAWS OF THE UNITED STATES
      OF AMERICA. EACH PARTY HERETO HEREBY AGREES THAT ANY LEGAL ACTION OR PROCEEDING
      AGAINST IT WITH RESPECT TO THIS AGREEMENT MAY BE BROUGHT IN THE COURTS OF THE
      STATE OF NEW YORK OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT
      OF NEW YORK AS LENDER MAY ELECT, AND, BY EXECUTION AND DELIVERY HEREOF, EACH
      PARTY HERETO ACCEPTS AND CONSENTS FOR ITSELF AND IN RESPECT TO ITS PROPERTY,
      GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE AFORESAID
      COURTS. EACH PARTY HERETO AGREES THAT SECTIONS 5-1401 AND 5.1402 OF THE GENERAL
      OBLIGATIONS LAW OF THE STATE OF NEW YORK SHALL APPLY TO THE LOAN DOCUMENTS
      AND
      WAIVES ANY RIGHT TO STAY OR TO DISMISS ANY ACTION OR PROCEEDING BROUGHT BEFORE
      SAID COURTS ON THE BASIS OF FORUM NON CONVENIENS. EACH PARTY HERETO HEREBY
      WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT, AND AGREES THAT ALL
      SUCH
      SERVICE OF PROCESS MAY BE MADE BY REGISTERED MAIL DIRECTED TO IT AT THE ADDRESS
      SET FORTH IN THIS AGREEMENT AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED
      UPON ACTUAL RECEIPT THEREOF.

     

    Section
      8.9. Consent
      of Jurisdiction.
      AT THE
      OPTION OF LENDER, THIS AGREEMENT, AND THE OTHER LOAN DOCUMENTS MAY BE ENFORCED
      IN ANY FEDERAL COURT OR NEW YORK STATE COURT SITTING IN NEW YORK, NEW YORK;
      AND
      EACH PARTY HERETO CONSENTS TO THE JURISDICTION AND VENUE OF ANY SUCH COURT
      AND
      WAIVES ANY ARGUMENT THAT VENUE IN SUCH FORUMS IS NOT CONVENIENT. IN THE EVENT
      ANY PARTY HERETO COMMENCES ANY ACTION IN ANOTHER JURISDICTION OR VENUE UNDER
      ANY
      TORT OR CONTRACT THEORY ARISING DIRECTLY OR INDIRECTLY FROM THE RELATIONSHIP
      CREATED BY THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS, LENDER AT ITS
      OPTION SHALL BE ENTITLED TO HAVE THE CASE TRANSFERRED TO ONE OF THE
      JURISDICTIONS AND VENUES ABOVE-DESCRIBED, OR IF SUCH TRANSFER CANNOT BE
      ACCOMPLISHED UNDER APPLICABLE LAW, TO HAVE SUCH CASE DISMISSED WITHOUT
      PREJUDICE.

     

    
      
        
        

      

      
        -24-

        
          

        

      

      
        
        

      

    

     

    Section
      8.10. Waiver
      of Jury Trial.
      EACH
      PARTY HERETO WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING
      TO
      ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT OR UNDER ANY OF THE OTHER
      LOAN
      DOCUMENTS, AND AGREE THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE
      A
      COURT AND NOT BEFORE A JURY.

     

    Section
      8.11. Pledge
      by Purchaser.
      Seller
      and Servicer acknowledge that Purchaser has pledged all of its rights, title
      and
      interest in and to this Agreement to the Collateral Agent for the benefit of
      the
      Lender, and that the Collateral Agent and the Lender may enforce this Agreement
      as if they were parties hereto. Each of the Collateral Agent and the Lender
      are
      intended third party beneficiaries of this Agreement.

     

    Section
      8.12. Time
      of Essence.
      Time is
      of the essence for the performance of the obligations set forth in this
      Agreement and the Loan Documents.

     

     

    [remainder
      of page intentionally left blank]

     

    
      
        
        

      

      
        -25-

        
          

        

      

      
        
        

      

    


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

     

    
      	 	 	 
	 	
              MANCHESTER
                INDIANA FUNDING, LLC,

              as
                Purchaser

            
	 
 	 
 	 
 
	
            	By:  	MANCHESTER INDIANA  ACCEPTANCE
              , INC.,
	 	 	
              its
                Member 

            
	 	 	 
	 	 	 
	 	 	By:  
	 	
              
                

              
Name: 
	 	
              
                

              
Title: 
	 	
              
                

              

            


    

    

      	 	 	 
	 	
              MANCHESTER INDIANA ACCEPTANCE, INC., 

              as Seller

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
            	
              

            
	 	Name: 	 
	 	 	
              

            
	 	Title: 	 
	 	 	
              

            


    

    
      

        	 	 	 
	 	
                MANCHESTER
                  INC.,

                as
                  Servicer

              
	 
 	 
 	 
 
	
              	By:  	
              
	 	
              	
                

              
	 	Name: 	 
	 	 	
                

              
	 	Title: 	 
	 	 	
                

              


      

      
        

          	 	 	 
	 	
                  MANCHESTER INDIANA OPERATIONS, INC., 

                  as Servicer

                
	 
 	 
 	 
 
	
                	By:  	
                
	 	
                	
                  

                
	 	Name: 	 
	 	 	
                  

                
	 	Title: 	 
	 	 	
                  

                


        

      

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      A


     

    SCHEDULE
      OF RECEIVABLES

     

    [Available
      upon request from Servicer]

     

    
      
        
        

      

      
        Schedule
          A - Page 1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A


     

    FORM
      OF
      TRANSFER INSTRUMENT

     

    
      
        
        

      

      
        Exhibit
          A
          - Page 1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

     

    FORM
      OF
      ADDITION NOTICE

     

    Manchester
      Indiana Funding, LLC

    100
      Crescent Court, 7th
      Floor

    Dallas,
      TX 75201

    Attn:
      Richard D. Gaines, Corporate Secretary

    


    Palm
      Beach Multi-Strategy Fund, L.P.

    c/o
      Links
      Business Capital, LP

    2911
      Turtle Creek Blvd., Suite 1200

    Dallas,
      Texas 75219

    


    Car
      Financial Services, Inc.

    600
      Westport Drive

    Peachtree
      City, GA 30269

    


    The
      Bank
      of New York Trust Company, N.A., as Collateral Agent

    600
      N.
      Pearl St., Suite 420

    Dallas,
      Texas 75201

    Attn:
      John C. Stohlmann

     

    Gentlemen
      and Ladies:

     

    This
      Addition Notice is delivered to you pursuant to Section 2.1(b) of Sale and
      Servicing Agreement dated as of December 28, 2006 among Manchester Indiana
      Funding, LLC, as Purchaser (in such capacity, the “Purchaser”) and Manchester
      Indiana Acceptance, Inc., as Seller (in such capacity, the “Seller”) and
      Servicer. Capitalized terms used but not otherwise defined herein have the
      meanings assigned thereto in Annex A to the Sale and Servicing
      Agreement.

     

    Seller
      hereby intends to transfer to the Purchaser $________ aggregate outstanding
      principal amount of Receivables on _____________, 200_ (the “Funding
      Date”).
      The
      Purchaser hereby represents and warrants to each Secured Party that all of
      the
      statements contained in Section 2.1(b) of the Sale and Servicing Agreement
      and
      Section 4 of the Loan Agreement pertaining to the transfer of the Receivables
      shall be true and correct on and as of the proposed Funding Date and all of
      the
      conditions precedent to the funding of an Advance shall then be
      satisfied.

     

    Attached
      as Schedule
      A
      is a
      supplement to the Schedule of Receivables reflecting all Receivables Seller
      intends to transfer to the Purchaser on the Funding Date. The Purchaser
      represents and warrants that the information on Schedule A is true and correct
      as of the date hereof.

     

    IN
      WITNESS WHEREOF, the Purchaser and Seller have caused this notice of addition
      to
      be executed and delivered by its duly authorized officer this ___ day of
      ___________, 200_.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      

        	 	 	 
	 	MANCHESTER INDIANA FUNDING, LLC
	 
 	 
 	 
 
	
              	By:  	
              
	 	
              	
                

              
	 	Name: 	 
	 	 	
                

              
	 	Title: 	 
	 	 	
                

              


      

      
        

          	 	 	 
	 	MANCHESTER INDIANA ACCEPTANCE,
                  INC.
	 
 	 
 	 
 
	
                	By:  	
                
	 	
                	
                  

                
	 	Name: 	 
	 	 	
                  

                
	 	Title: