Exhibit 10.11



 





Exhibit 10.11




EXECUTION COPY




INTERCREDITOR AND MASTER COLLECTION ACCOUNT AGREEMENT




     INTERCREDITOR AND MASTER COLLECTION ACCOUNT AGREEMENT, dated as of December 7, 2006 (the
“Agreement”) among,




WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as the Collateral Custodian
under the Wachovia Warehouse Agreement, the Trust Collateral Agent under the
Existing Securitizations, the Indenture Trustee under the Existing Indentures and
the Master Collection Account Agent under this Agreement (“Wells Fargo”),




WACHOVIA CAPITAL MARKETS, LLC, in its capacity as the Administrative Agent under the
Wachovia Warehouse Agreement (“Wachovia Warehouse Collateral Agent”),




DRIVE CONSUMER USA INC. (“Drive”),




DRIVE WAREHOUSE LP (“Drive Warehouse”),




DRIVE RECEIVABLES CORP. 6, DRIVE RECEIVABLES CORP. 7, DRIVE RECEIVABLES CORP. 8,
DRIVE RECEIVABLES CORP. 9, DRIVE RECEIVABLES CORP. 10, DRIVE RECEIVABLES CORP. 11
and DRIVE RECEIVABLES CORP. 12 (each a “Seller” and collectively the
“Existing Sellers”),




DRIVE AUTO RECEIVABLES TRUST 2003-2, DRIVE AUTO RECEIVABLES TRUST 2004-1, DRIVE AUTO
RECEIVABLES TRUST 2005-1, DRIVE AUTO RECEIVABLES TRUST 2005-2, DRIVE AUTO
RECEIVABLES TRUST 2005-3, DRIVE AUTO RECEIVABLES TRUST 2006-1 AND DRIVE AUTO
RECEIVABLES TRUST 2006-2, (each a “Trust” or an “Issuer” and
collectively the “Existing Trusts” or the “Existing Issuers”),




MBIA INSURANCE CORPORATION, in its capacity as the Class A Insurer under the MBIA
Securitizations (“MBIA”), and




FINANCIAL SECURITY ASSURANCE INC., in its capacity the Class A Insurer under the FSA
Securitizations (“FSA”).



RECITALS




     WHEREAS, Drive is primarily engaged in the business of originating and/or servicing retail
installment contracts for new and used motor vehicles (collectively, the “Contracts”);



 









 





     WHEREAS, Drive has sold and anticipates selling Contracts to Drive Warehouse pursuant to the
Warehouse Master Purchase Agreement;



     WHEREAS, Drive Warehouse finances under the Wachovia Warehouse Agreement the purchase of
Contracts from Drive pursuant to which Drive Warehouse has granted to the Wachovia Warehouse
Collateral Agent a security interest in such Contracts and the collections thereon for the benefit
of the Lenders and the Investors under the Wachovia Warehouse Agreement;



     WHEREAS, Drive Warehouse distributed to Drive, Drive has contributed to the Sellers and the
Sellers have sold portfolios of Contracts to the Trusts under the Securitizations and the Trusts
have granted to the Indenture Trustee a security interest in such Contracts and the collections
thereon for the benefit of the Class A Insurers, the Account Party, the Reserve Account Letter of
Credit Bank and the Noteholders (as defined in each Securitization), as their respective interests
may appear;



     WHEREAS, payments with respect to all of the Contracts owned by Drive, Drive Warehouse and the
Trusts (“Remittances”) are deposited into the Master Collection Account and distributed to
the various Collection Accounts;



     WHEREAS, the parties hereto have agreed that the Master Collection Account Agent shall be
appointed as their agent to hold Remittances deposited into the Master Collection Account pending
distribution to the Collection Account for the Transaction which owns the related Contract, and the
Master Collection Account Agent has agreed to act as such; and



     WHEREAS, the parties hereto desire to enter into this Agreement to delineate the rights and
obligations of the parties hereto with respect to Remittances.



     NOW, THEREFORE, in consideration of the recitals set forth above and the mutual covenants
contained herein, the parties hereto hereby agree as follows:



ARTICLE I.




DEFINITIONS




     “Accession Agreement” means an Accession Agreement in the form of Exhibit A
attached hereto.



     “Applicable Servicer” has the meaning set forth in Section 2.4 hereof.



     “Business Day” means any day other than (a) a Saturday or a Sunday or (b) a day on
which a Class A Insurer is closed or (c) banking institutions or trust companies located in the
states of Delaware, Minnesota, Texas or the City of New York are authorized or obligated by law,
executive order, or governmental decree to be closed.



     “Class A Insurers” means FSA, MBIA and any other insurer designated as a “Class A
Insurer” in an Accession Agreement.



2









 





     “Collection Account” means the collateral or collection account established for each
Transaction.



     “Drive Entities” means Drive and Drive Warehouse.



     “Drive 2003-2 Securitization” means the securitization transaction described in the
Sale and Servicing Agreement, dated as of July 1, 2003, among Drive Auto Receivables Trust 2003-2,
as Issuer, Drive Consumer USA Inc. (successor to BoS (USA) Inc.), as Sponsor, Drive Receivables
Corp. 6, as Seller, Drive Consumer USA Inc. (successor to Drive Financial Services LP), as Master
Servicer, Wells Fargo Bank, National Association (formerly Wells Fargo Bank Minnesota, National
Association), in its capacity as Indenture Trustee and Trust Collateral Agent, and Wells Fargo
Servicing Solutions, LLC, in its capacity as Back-up Servicer, as it may from time to time be
amended, supplemented or otherwise modified in accordance with the terms thereof and the other
transaction documents related thereto.



     “Drive 2003-2 Indenture” means the Indenture dated as of July 1, 2003 between Drive
Auto Receivables Trust 2003-2, as Issuer, and Wells Fargo Bank, National Association (formerly
Wells Fargo Bank Minnesota, National Association), in its capacity as Indenture Trustee.



     “Drive 2004-1 Securitization” means the securitization transaction described in the
Sale and Servicing Agreement, dated as of June 1, 2004, among Drive Auto Receivables Trust 2005-1,
as Issuer, Drive Consumer USA Inc. (successor to BoS (USA) Inc.), as Sponsor, Drive Receivables
Corp. 7, as Seller, Drive Consumer USA Inc. (successor to Drive Financial Services LP), as Master
Servicer, Wells Fargo Bank, National Association, in its capacity as Indenture Trustee and Trust
Collateral Agent, and Wells Fargo Servicing Solutions, LLC, in its capacity as Back-up Servicer, as
it may from time to time be amended, supplemented or otherwise modified in accordance with the
terms thereof and the other transaction documents related thereto.



     “Drive 2004-1 Indenture” means the Indenture dated as of June 1, 2004 between Drive
Auto Receivables Trust 2004-1, as Issuer, and Wells Fargo Bank, National Association, in its
capacity as Indenture Trustee.



     “Drive 2005-1 Securitization” means the securitization transaction described in the
Sale and Servicing Agreement, dated as of February 1, 2005, among Drive Auto Receivables Trust
2005-1, as Issuer, Drive Consumer USA Inc. (successor to BoS (USA) Inc.), as Sponsor, Drive
Receivables Corp. 8, as Seller, Drive Consumer USA Inc. (successor to Drive Financial Services LP),
as Master Servicer, Wells Fargo Bank, National Association, in its capacity as Indenture Trustee,
Trust Collateral Agent and Back-up Servicer, as it may from time to time be amended, supplemented
or otherwise modified in accordance with the terms thereof and the other transaction documents
related thereto.



     “Drive 2005-1 Indenture” means the Indenture dated as of February 1, 2005 between
Drive Auto Receivables Trust 2005-1, as Issuer, and Wells Fargo Bank, National Association, in its
capacity as Indenture Trustee.



3









 





     “Drive 2005-2 Securitization” means the securitization transaction described in the
Sale and Servicing Agreement, dated as of June 1, 2005, among Drive Auto Receivables Trust 2005-2,
as Issuer, Drive Consumer USA Inc. (successor to BoS (USA) Inc.), as Sponsor, Drive Receivables
Corp. 9, as Seller, Drive Consumer USA Inc. (successor to Drive Financial Services LP), as Master
Servicer, Wells Fargo Bank, National Association, in its capacity as Indenture Trustee, Trust
Collateral Agent and Back-up Servicer, as it may from time to time be amended, supplemented or
otherwise modified in accordance with the terms thereof and the other transaction documents related
thereto.



     “Drive 2005-2 Indenture” means the Indenture dated as of June 1, 2005 between Drive
Auto Receivables Trust 2005-2, as Issuer, and Wells Fargo Bank, National Association, in its
capacity as Indenture Trustee.



     “Drive 2005-3 Securitization” means the securitization transaction described in the
Sale and Servicing Agreement, dated as of December 1, 2005, among Drive Auto Receivables Trust
2005-3, as Issuer, Drive Receivables Corp. 10, as Seller, Drive Consumer USA Inc. (successor to
Drive Financial Services LP), as Master Servicer, Wells Fargo Bank, National Association, in its
capacity as Indenture Trustee, Trust Collateral Agent and Back-up Servicer, as it may from time to
time be amended, supplemented or otherwise modified in accordance with the terms thereof and the
other transaction documents related thereto.



     “Drive 2005-3 Indenture” means the Indenture dated as of December 1, 2005 between
Drive Auto Receivables Trust 2005-3, as Issuer, and Wells Fargo Bank, National Association, in its
capacity as Indenture Trustee.



     “Drive 2006-1 Securitization” means the securitization transaction described in the
Sale and Servicing Agreement, dated as of June 21, 2006, among Drive Auto Receivables Trust 2006-1,
as Issuer, Drive Receivables Corp. 11, as Seller, Drive Consumer USA Inc. (successor to Drive
Financial Services LP), as Master Servicer, Wells Fargo Bank, National Association, in its capacity
as Indenture Trustee, Trust Collateral Agent and Back-up Servicer, as it may from time to time be
amended, supplemented or otherwise modified in accordance with the terms thereof and the other
transaction documents related thereto.



     “Drive 2006-1 Indenture” means the Indenture dated as of June 21, 2006 between Drive
Auto Receivables Trust 2006-1, as Issuer, and Wells Fargo Bank, National Association, in its
capacity as Indenture Trustee.



     “Drive 2006-2 Securitization” means the securitization transaction described in the
Sale and Servicing Agreement, dated as of October 25, 2006, among Drive Auto Receivables Trust
2006-2, as Issuer, Drive Receivables Corp. 12, as Seller, Drive Consumer USA Inc. (successor to
Drive Financial Services LP), as Master Servicer, Wells Fargo Bank, National Association, in its
capacity as Indenture Trustee, Trust Collateral Agent and Back-up Servicer, as it may from time to
time be amended, supplemented or otherwise modified in accordance with the terms thereof and the
other transaction documents related thereto.



4









 





     “Drive 2006-2 Indenture” means the Indenture dated as of October 25, 23006 between
Drive Auto Receivables Trust 200-2, as Issuer, and Wells Fargo Bank, National Association, in its
capacity as Indenture Trustee.



     “Eligible Account” shall mean either (A) a segregated trust account or accounts
maintained with an institution whose deposits are insured by Federal Deposit Insurance Corporation
(“FDIC”), the unsecured and uncollateralized long term debt obligations of which
institution shall be rated AA- or higher by S&P and Aa2 or higher by Moody’s and in the highest
short term rating category by each of the Rating Agencies, and that is (i) a federal savings and
loan association duly organized, validly existing and in good standing under the federal banking
laws, (ii) an institution duly organized, validly existing and in good standing under the
applicable banking laws of any state, (iii) a national banking association duly organized, validly
existing and in good standing under the federal banking laws, (iv) a principal subsidiary of a bank
holding company, or (v) approved in writing by FSA and MBIA and each of the Rating Agencies or (B)
a chartered depository institution acceptable to each Rating Agency, MBIA and FSA, having capital
and surplus of not less than $100,000,000, acting in its fiduciary capacity.



     “Existing Indentures” means the (a) the Drive 2003-2 Indenture, (b) the Drive 2004-1
Indenture, (c) the Drive 2005-1 Indenture, (d) the Drive 2005-2 Indenture, (e) the Drive 2005-3
Indenture, (f) the Drive 2006-1 Indenture and (g) the Drive 2006-2 Indenture.



     “Existing Sellers” means (a) Drive Receivables Corp. 6, (b) Drive Receivables Corp. 7,
(c) Drive Receivables Corp. 8, (d) Drive Receivables Corp. 9, (e) Drive Receivables Corp. 10, (f)
Drive Receivables Corp. 11 and (g) Drive Receivables Corp. 12.



     “Existing Securitizations” means the (a) the Drive 2003-2 Securitization, (b) the
Drive 2004-1 Securitization, (c) the Drive 2005-1 Securitization, (d) the Drive 2005-2
Securitization, (e) the Drive 2005-3 Securitization, (f) the Drive 2006-1 Securitization and (g)
the Drive 2006-2 Securitization.



     “Existing Trusts” means (a) Drive Auto Receivables Trust 2003-2, (b) Drive Auto
Receivables Trust 2004-1, (c) Drive Auto Receivables Trust 2005-1, (d) Drive Auto Receivables Trust
2005-2, and (e) Drive Auto Receivables Trust 2005-3, (f) Drive Auto Receivables Trust 2006-1 and
(g) Drive Auto Receivables Trust 2006-2.



     “FSA Indenture” means the Drive 2005-3 Indenture and the Drive 2006-1 Indenture and
any other indenture designated as a “FSA Indenture” in an Accession Agreement.



     “FSA Securitization” means the Drive 2005-3 Securitization and the Drive 2006-1
Securitization and any other securitization transaction designated as a “FSA Securitization” in an
Accession Agreement.



     “Improper Remittances” has the meaning set forth in Section 2.2 hereof.



     “Indenture Trustee” means Wells Fargo in its capacity as Indenture Trustee under the
Indentures.



5









 





     “Indentures” means (a) the Drive 2003-2 Indenture, (b) the Drive 2004-1 Indenture, (c)
the Drive 2005-1 Indenture, (d) the Drive 2005-2 Indenture, (e) the Drive 2005-3 Indenture, (f) the
Drive 2006-1 Indenture, (g) the Drive 2006-2 Indenture and (h) any other indenture designated as an
“Indenture” in an Accession Agreement.



     “Master Collection Account” means Account No. 0291118693 at Wells Fargo Bank, National
Association, titled “Drive Master Collection Account –Wells Fargo Bank, National Association, as
Master Collection Account Agent for the Secured Parties”.



     “Master Collection Account Agent” means Wells Fargo Bank, National Association.



     “MBIA Indentures” means (a) the Drive 2003-2 Indenture, (b) the Drive 2004-1
Indenture, (c) the Drive 2005-1 Indenture, (d) the Drive 2005-2 Indenture, (e) the Drive 2006-2
Indenture and (f) any other indenture designated as a “MBIA Indenture” in an Accession Agreement.



     “MBIA Securitizations” means (a) the Drive 2003-2 Securitization, (b) the Drive 2004-1
Securitization, (c) the Drive 2005-1 Securitization, (d) the Drive 2005-2 Securitization, (e) the
Drive 2006-2 Securitization and (f) any other securitization transaction designated as a “MBIA
Securitization” in an Accession Agreement.



     “Moody’s” means Moody’s Investors Service, Inc.



     “Other Party” means (a) any Other Secured Party and (b) any other Seller, Trust or
Class A Insurer designated as such in an Accession Agreement and who becomes a party to this
Agreement by executing an Accession Agreement.



     “Other Secured Party” means any other secured party designated as a “Secured Party” in
an Accession Agreement and who becomes a party to this Agreement by executing an Accession
Agreement.



     “Rating Agencies” means, collectively, Moody’s, S&P and any successors thereof. If
such organization or successor is no longer in existence, “Rating Agency” shall be such nationally
recognized statistical rating organization or other comparable Person designated by FSA and MBIA,
notice of which shall be given to Drive, the Master Collection Account Agent and the Trustee.



     “Remittances” has the meaning set forth in the Recitals hereto.



     “S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill
Companies, Inc.



     “Secured Parties” means the Indenture Trustee, the Wachovia Warehouse Collateral
Agent, the Class A Insurers and any Other Secured Party.



     “Securitizations” means (a) the Drive 2003-2 Securitization, (b) the Drive 2004-1
Securitization, (c) the Drive 2005-1 Securitization, (d) the Drive 2005-2 Securitization, (e) the



6









 




Drive 2005-3 Securitization, (f) the Drive 2006-1 Securitization, (g) the Drive 2006-2
Securitization and (h) any other securitization transaction designated as a “Securitization” in an
Accession Agreement.




     “Sellers” means (a) Drive Receivables Corp. 6, (b) Drive Receivables Corp. 7, (c)
Drive Receivables Corp. 8, (d) Drive Receivables Corp. 9, (e) Drive Receivables Corp. 10, (f) Drive
Receivables Corp. 11, (g) Drive Receivables Corp. 12 and (h) any other entity designated as a
“Seller” in an Accession Agreement.



     “Successor Servicer” has the meaning set forth in Section 2.4 hereof.



     “Transactions” means the Wachovia Warehouse Agreement, the Securitizations and any
other transaction designated as a “Transaction” in an Accession Agreement.



     “Transaction Documents” means with respect to a Transaction, any applicable loan
agreements, security agreements, sale and servicing agreements, pooling and servicing agreements,
trust agreements, indentures and purchase agreements, together with any other related documents
that govern the Transaction.



     “Trusts” means (a) Drive Auto Receivables Trust 2003-2, (b) Drive Auto Receivables
Trust 2004-1, (c) Drive Auto Receivables Trust 2005-1, (d) Drive Auto Receivables Trust 2005-2, (e)
Drive Auto Receivables Trust 2005-3, (f) Drive Auto Receivables Trust 2006-1, (g) Drive Auto
Receivables Trust 2006-2 and (h) any other statutory trust designated as a “Trust” in an Accession
Agreement.



     “Warehouse Master Purchase Agreement” means the First Amended and Restated Purchase
Agreement dated as of June 8, 2006 between Drive Consumer USA Inc. (successor to Drive Financial
Services LP and Drive Warehouse LP, as it may from time to time be amended, supplemented or
otherwise modified in accordance with the terms thereof.



     “Wachovia Warehouse Agreement” means the Second Amended and Restated Warehouse
Agreement, dated as of December 7, 2006 among Drive Warehouse LP, a Delaware limited partnership,
as borrower, Drive Consumer USA, Inc., an Illinois corporation (as successor to Drive Financial
Services LP), as servicer, the Lenders from time to time parties thereto, the Agents for the Lender
Groups (as defined therein) from time to time parties thereto, Wachovia Capital Markets, LLC, a
Delaware limited liability company, as administrative agent for the Lenders and the Agents and as
collateral agent for the Secured Parties (as defined therein), and Wells Fargo Bank, National
Association, a national banking association, as collateral custodian and as the backup servicer, as
it may from time to time be amended, supplemented or otherwise modified in accordance with the
terms thereof.



ARTICLE II.




INTERCREDITOR PROVISIONS




     2.1 Each of the Drive Entities hereby acknowledges that with respect to Contracts it has sold,
distributed, contributed or pledged (i) it has received due consideration for the sale,



7









 




distribution, contribution or pledge of such Contracts, (ii) it has no right, title or
interest in and to any such Contracts or any Remittances with respect to Contracts sold,
distributed or contributed (including any Remittances delivered and/or deposited in the Clearing
Account, the Master Collection Account or any other account of any Drive Entity), subject to the
right to receive payment for performance of its obligations as Servicer or Master Servicer of the
Contracts in accordance with the priority of payments set forth in the related Transaction
Documents, (iii) Remittances on such Contracts shall not be subject to any deduction or setoff by
any Drive Entity, subject to the right to receive payment for performance of its obligations as
Servicer or Master Servicer of the Contracts in accordance with the priority of payments set forth
in the related Transaction Documents, and (iv) it shall not at any time in the future assert an
interest in such Contracts or the Remittances with respect to such Contracts.




     2.2 Each of the Secured Parties hereby acknowledges that each only has rights to Remittances
in respect of the Contracts (i) with respect to the Indenture Trustee for each Securitization,
pledged to the Indenture Trustee pursuant to the Indenture for such Securitization and evidenced on
the applicable receivable schedules relating to such Securitization (ii) with respect to FSA for
each FSA Securitization, pledged to the Indenture Trustee for such FSA Securitization pursuant to
the FSA Indenture for such FSA Securitization and evidenced on the applicable receivable schedules
relating thereto; (iii) with respect to MBIA for each MBIA Securitization, pledged to the Indenture
Trustee pursuant to the MBIA Indenture for such MBIA Securitization and evidenced on the applicable
receivable schedules relating thereto; (iv) with respect to the Wachovia Warehouse Collateral
Agent, pledged to the Wachovia Warehouse Collateral Agent pursuant to the Wachovia Warehouse
Agreement and evidenced on the applicable receivable schedules relating thereto; and (v) with
respect to any Other Secured Party for a Transaction, pledged to such Other Secured Party pursuant
to a Transaction Document for such Transaction and evidenced on the applicable receivable schedules
relating thereto. Each of the Secured Parties hereby agrees that if it acquires custody, control
or possession of any Remittances in respect of Contracts other than those listed with respect to it
in (i), (ii), (iii), (iv), or (v) of the preceding sentence, as applicable (such Remittances,
“Improper Remittances”), then such party shall promptly turn over Improper Remittances to
the appropriate party following receipt of a written request and accounting acceptable to the party
receiving such request provided, that if any third party asserts a right to any Improper
Remittances, no party shall be obligated to turn over Improper Remittances in any manner contrary
to a court order. Until such time as the provisions of the immediately preceding sentence have
been complied with, the party holding Improper Remittances shall be deemed to hold such Improper
Remittances in trust for the parties entitled thereto hereunder.



     2.3 The Secured Parties hereby appoint the Master Collection Account Agent, and the Master
Collection Account Agent hereby accepts its appointment, to act as agent for the Secured Parties,
and their respective successors and assigns, for the purpose of performing its obligations under
this Agreement. The Master Collection Account Agent agrees to hold all funds deposited to the
Master Collection Account in trust for the Secured Parties.



     2.4 All Remittances received shall be deposited into the Master Collection Account. The
Master Collection Account Agent agrees to cause amounts deposited into the Master Collection
Account to be distributed to the Collection Account for the applicable Transaction pursuant to
instructions from (i) Drive, if Drive, is acting as servicer with respect to a



8









 




Transaction, or (ii) a successor servicer that has been appointed to replace Drive with
respect to a Transaction (each a “Successor Servicer,” and together with Drive, the
“Applicable Servicer”).




     2.5 Notwithstanding anything to the contrary in this Agreement but in furtherance hereof, upon
the commencement of a case under the United States Bankruptcy Code by or against any Drive Entity:
(i) this Agreement shall remain in full force and effect and enforceable pursuant to its terms in
accordance with section 510(a) of the United States Bankruptcy Code, and all references herein to
such Drive Entity shall be deemed to apply to such entity as debtor in possession and to any
trustee in bankruptcy for the estate of such entity; and (ii) each Secured Party shall retain its
right to vote its claims and act in any such case under the United States Bankruptcy Code
(including the right to vote to accept or reject any plan of reorganization or liquidation), and
hereby agrees not to take any action or vote in any way so as to contest (x) the validity or
enforceability of this Agreement, (y) the validity, priority or enforceability of the liens,
mortgages, assignments and security interests granted in respect of the Contracts, and (z) the
relative rights and duties of the Secured Parties and the Drive Entities granted and/or established
herein or in any of the underlying transaction documents with respect to such liens, mortgages,
assignments, and security interests.



ARTICLE III.




ESTABLISHMENT OF MASTER COLLECTION ACCOUNT




     3.1 The Master Collection Account shall be an Eligible Account. If the Master Collection
Account shall cease to be an Eligible Account, the Applicable Servicer shall, with the consent of
the Class A Insurers, within five (5) Business Days, move the Master Collection Account to another
institution so that the Master Collection Account meets the definition of Eligible Account.



     3.2 No withdrawals may be made of funds in the Master Collection Account except as directed by
the Applicable Servicer.



     3.3 The Secured Parties will ultimately be entitled to receive distributions of amounts
released from the Master Collection Account. It is intended by the parties hereto that funds
deposited into the Master Collection Account shall constitute property held in trust by the Master
Collection Account Agent for the benefit of the Secured Parties, and that such funds and any
property rights appurtenant thereto shall vest in the Secured Parties upon deposit therein.



     3.4 The Master Collection Account Agent agrees to (i) maintain the Master Collection Account
at Sixth Street and Marquette Avenue, MAC #9311-161, Minneapolis, Minnesota 55479 or such other
address as may be approved by the Secured Parties and (ii) take delivery of all records and
documents relating thereto at its offices within the State of Minnesota. The Master Collection
Account Agent shall keep all funds and related documentation in its possession separate and apart
from all other property that it is holding in its possession and from its own general assets and
shall maintain accurate records pertaining to the Master Collection Account in such a manner as
shall enable the Secured Parties to verify the accuracy of such record keeping. The Master
Collection Account Agent’s books and records shall at all times show that the Master Collection
Account is held by the Master Collection Account Agent as



9









 




agent of the Secured Parties and is not the property of the Master Collection Account Agent.
The Master Collection Account Agent shall promptly report to each Secured Party any failure on its
part to hold the Master Collection Account as provided in this Section 3.8 and shall promptly take
appropriate action to remedy any such failure. The Master Collection Account Agent shall permit
each of the Secured Parties or their respective duly authorized representatives, attorneys,
auditors or designees, to inspect the Master Collection Account at such reasonable times during
normal business hours as any such Secured Party may reasonably request upon not less than one
Business Day’s prior written notice. The costs and expenses associated with any such inspection
will be paid by the party making such inspection.




     3.5 All deposits made into the Master Collection Account shall be held as cash items in the
deposit account.



     3.6 The Master Collection Account Agent is prohibited to use or set off any funds in the
Master Collection Account for its fees and expenses or for any other amounts owed to it.



ARTICLE IV.




MISCELLANEOUS




     4.1 This Agreement may be executed in any number of counterparts, each of which shall be
deemed the original.



     4.2 All demands, notices and communications hereunder shall be in writing and shall be deemed
to have been duly given to the addressee if mailed, by first-class registered mail, postage prepaid
service, confirmed facsimile transmission, or a nationally recognized express courier, as follows:



10









 





	 	 	 
	To FSA:

	 	Financial Security Assurance Inc.

31 West 52nd Street

New York, NY 10019

Attention: Senior Vice President, Transaction

Oversight Department


          (with a copy to the General Counsel)


Re: Drive Auto Receivables Trusts

Telephone No.: (212) 826-0100

Facsimile:   (212) 339-3518

                    (212) 339-3529
	 
	 	 
	 

	 	(In each case in which notice or other
communication to the Insurer refers to an Event
of Default, a claim on the Policy or with respect
to which failure on the part of the Insurer to
respond shall be deemed to constitute consent or
acceptance, then a copy of such notice or other
communication should also be sent to the
attention of each of the general counsel and the
Insurer and shall be marked to indicate “URGENT
MATERIAL ENCLOSED.”)
	 
	 	 
	To MBIA

	 	113 King Street
	 

	 	Armonk, New York 10504
	 

	 	Attn: Insured Portfolio Management
— SF
	 

	 	Re: Drive Auto Receivables Trusts
	 

	 	Facsimile: (914) 765-3810






11









 






	 	 	 
	To WFB:

	 	Wells Fargo Bank, National Association

Sixth Street and Marquette Avenue

MAC N9311-161

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services/

     Asset Backed Administration

     Drive Auto Receivables Trusts

Telephone No.: (612) 667-8058

Facsimile: (612) 667-3464
	 
	 	 
	To the Wachovia
Warehouse Collateral
Agent:

	 	Wachovia Capital Markets, LLC

One Wachovia Center — 10th Floor

NC 0610

301 S. College Street

Charlotte, NC 28288

Attention: Justin Zakocs

Facsimile: (704) 715-8184
	 
	 	 
	To an Existing Trust:

	 	[Name of Trust]

c/o U.S. Bank Trust National Association, as
Owner Trustee

300 Delaware Avenue, 9th Floor

Wilmington, DE 19801

Attention: Sterling Correia

Telephone No.: (302) 552-3104

Facsimile: (302) 552-3129
	 
	 	 
	To an Existing Seller:

	 	[Name of Seller]

8585 North Stemmons Freeway, Suite 1100-N

Dallas, TX 75247

Attention: Jim Moore

Telephone No.: (214) 237-3530

Facsimile: (214) 237-3570






12









 






	 	 	 
	To Drive:

	 	Drive Consumer USA Inc.
	 

	 	8585 North Stemmons Freeway, Suite 1100-N 


Dallas, TX 75247
	 

	 	Attention: Jim Moore
	 

	 	Telephone No.: (214) 237-3530
	 

	 	Facsimile: (214) 237-3570
	 
	 	 
	To Drive Warehouse

	 	Drive Warehouse LP
	 

	 	8585 North Stemmons Freeway, Suite 1100-N
	 

	 	Dallas, TX 75247
	 

	 	Attention: Jim Moore
	 

	 	Telephone No.: (214) 237-3530
	 

	 	Facsimile: (214) 237-3570
	 
	 	 
	To any Other Party:

	 	The address for such Other Party set forth in the
	 

	 	Accession Agreement for such Other Party





Any such demand, notice or communication hereunder shall be deemed to have been received on the
date delivered to or received at the premises of the addressee as evidenced by the date noted on
the return receipt, facsimile transmission confirmation or an express courier’s delivery
confirmation, as applicable.




     4.3 All rights of the Secured Parties under this Agreement may be assigned by such party upon
written notice to the other parties to this Agreement.



     4.4 THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND THIS AGREEMENT AND ALL MATTERS
ARISING OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT SHALL BE GOVERNED BY, THE LAW OF THE STATE
OF NEW YORK.



     4.5 The Master Collection Account Agent undertakes to perform only such duties and obligations
as are specifically set forth in this Agreement, it being expressly understood by the parties
hereto that there are no implied duties or obligations under this Agreement. Neither the Master
Collection Account Agent nor any of its officers, directors, employees or agents shall be liable,
directly or indirectly, for any damages or expenses arising out of the services performed under
this Agreement other than damages that result from the gross negligence or willful misconduct of it
or them. In no event will the Master Collection Account Agent or any of its officers, directors,
employees or agents be liable for any consequential, indirect or special damages.



     4.6 The Master Collection Account Agent shall not be liable for any error of
judgment, or for any act done or step taken or omitted by it in good faith, or for any
mistakes of fact or law; provided, however, that the Master Collection
Account Agent shall be liable for its own negligence, bad faith or willful misconduct.



13









 





     4.7 The Master Collection Account Agent may rely on and shall be protected in acting in good
faith upon any certificate, instrument, opinion, notice, letter, telegram or other document
delivered to it which in good faith it believes to be genuine and which has been signed by the
proper party or parties.



     4.8 No amendment or waiver of any provision of this Agreement nor consent to any departure
therefrom shall in any event be effective unless the same shall be in writing and signed by all the
parties hereto, and then such amendment, waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given.



     4.9 Each party hereto covenants and agrees that it will not institute against any of the
Trusts, any of the Sellers or Drive Warehouse any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings, or other proceedings under any United States federal or
state bankruptcy or similar law in connection with any obligations relating to the Securitizations.



     4.10 Other than as specifically set forth in this Agreement, the Master Collection Account
Agent shall have no obligation to supervise, verify, monitor or administer the performance of any
Applicable Servicer or its instructions to the Master Collection Account Agent and shall have no
liability for any action taken or omitted by any Applicable Servicer. The duties and obligations
of the Master Collection Account Agent shall be determined solely by the express provisions of this
Agreement, and no implied covenants or obligations shall be read into this Agreement against the
Master Collection Account Agent.



     4.11 In the event the Master Collection Account Agent or any other party hereto shall be
served by a third party with any type of levy, attachment, writ or garnishment with respect to any
amounts in the Master Collection Account, or in the event a third party shall institute any court
proceeding by which any amount in the Master Collection Account shall be required to be delivered
otherwise than in accordance with the provisions of this Agreement, the party that received such
service shall immediately deliver or cause to be delivered to the other parties hereto copies of
all court papers, orders, documents and other materials concerning such proceedings. The Master
Collection Account Agent shall continue to hold and maintain all amounts in the Master Collection
Account received by it pursuant to the provisions of this Agreement pending an order of a court of
competent jurisdiction permitting or directing disposition thereof. Upon final determination of
such court, the Master Collection Account Agent shall dispose of such amounts held by it as
directed by such determination or, if no such determination is made, in accordance with the
provisions of this Agreement.



     4.12 The Master Collection Account Agent shall be entitled to reimbursement for all reasonable
out-of-pocket expenses (including the reasonable fees and out-of-pocket expenses of counsel)
incurred by the Master Collection Account Agent in connection with its duties hereunder. All of
such out-of-pocket expenses shall be payable by the Drive Entities as a joint and severable
obligation.



     4.13 The Drive Entitles agree to jointly and severally indemnify and hold the Master
Collection Account Agent, its officers, directors, employees and agents harmless against any and
all losses, liabilities, damages, fees (including reasonable attorneys’ fees), costs and expenses
that may be imposed or incurred by or assessed against it or them, in the absence of its or their



14









 




gross negligence or willful misconduct or otherwise failing to perform materially in
accordance with this Agreement, that arises out of the services performed by it or them under this
Agreement or any action taken or not taken by it or them in accordance with this Agreement.




     4.14 Each Applicable Servicer shall indemnify and hold the Master Collection Account Agent
harmless against any claim asserted by any third party against the Master Collection Account Agent
due to any act or omission of such Applicable Servicer.



[remainder of page intentionally left blank]



15




 









 





     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first
written above.


WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as
the Collateral Custodian under the Wachovia Warehouse
Agreement, the Trust Collateral Agent under the Existing
Securitizations, the Indenture Trustee under the Existing
Indentures and the Master Collection Account Agent under
this Agreement




	 	 	 	 	 
	By:
	 	/s/ Edna Barber	 	 
	 

	 	 
	 	 
	Name:

	 	Edna Barber	 	 
	Title:
	 	Assistant Vice President	 	 





WACHOVIA CAPITAL MARKETS, LLC, in its capacity as the
Administrative Agent under the Wachovia Warehouse Agreement




	 	 	 	 	 
	By:
	 	/s/ Timothy MacPhail	 	 
	 

	 	 
	 	 
	Name:

	 	Timothy MacPhail	 	 
	Title:
	 	Vice President	 	 





DRIVE CONSUMER USA INC.




	 	 	 	 	 
	By:
	 	/s/ Jim W. Moore	 	 
	 

	 	 
	 	 
	Name:

	 	Jim W. Moore	 	 
	Title:
	 	Vice President	 	 





DRIVE WAREHOUSE LP

By: Drive Warehouse GP LLC, its General Partner




	 	 	 	 	 
	By:
	 	/s/ Jim W. Moore	 	 
	 

	 	 
	 	 
	Name:

	 	Jim W. Moore	 	 
	Title:
	 	Vice President	 	 





Signature Page

To

Intercreditor and Master Account Collection Agreement




 









 




DRIVE RECEIVABLES CORP. 6




	 	 	 	 	 
	By:
	 	/s/ Jim W. Moore	 	 
	 

	 	 
	 	 
	Name:

	 	Jim W. Moore	 	 
	Title:
	 	Vice President	 	 





DRIVE RECEIVABLES CORP. 7




	 	 	 	 	 
	By:
	 	/s/ Jim W. Moore	 	 
	 

	 	 
	 	 
	Name:

	 	Jim W. Moore	 	 
	Title:
	 	Vice President	 	 





DRIVE RECEIVABLES CORP. 8




	 	 	 	 	 
	By:
	 	/s/ Jim W. Moore	 	 
	 

	 	 
	 	 
	Name:

	 	Jim W. Moore	 	 
	Title:
	 	Vice President	 	 





DRIVE RECEIVABLES CORP. 9




	 	 	 	 	 
	By:
	 	/s/ Jim W. Moore	 	 
	 

	 	 
	 	 
	Name:

	 	Jim W. Moore	 	 
	Title:
	 	Vice President	 	 





DRIVE RECEIVABLES CORP. 10




	 	 	 	 	 
	By:
	 	/s/ Jim W. Moore	 	 
	 

	 	 
	 	 
	Name:

	 	Jim W. Moore	 	 
	Title:
	 	Vice President	 	 





DRIVE RECEIVABLES CORP. 11




	 	 	 	 	 
	By:
	 	/s/ Jim W. Moore	 	 
	 

	 	 
	 	 
	Name:

	 	Jim W. Moore	 	 
	Title:
	 	Vice President	 	 






Signature Page

To

Intercreditor Agreement and Master Account Collection Agreement




 









 







DRIVE RECEIVABLES CORP. 12




	 	 	 	 	 
	By:
	 	/s/ Jim W. Moore	 	 
	 

	 	 
	 	 
	Name:

	 	Jim W. Moore	 	 
	Title:
	 	Vice President	 	 





DRIVE. AUTO RECEIVABLES TRUST 2003-2



By: U.S. Bank Trust National Association (successor in

interest to Wachovia Bank of Delaware, National

Association), not in its individual capacity but solely as

Owner Trustee




	 	 	 	 	 
	By:
	 	/s/ Sterling C. Correia	 	 
	 

	 	 
	 	 
	Name:

	 	Sterling C. Correia	 	 
	Title:
	 	Vice President	 	 





DRIVE AUTO RECEIVABLES TRUST 2004-1



By: U.S. Bank Trust National Association (successor in

interest to Wachovia Bank of Delaware, National

Association), not in its individual capacity but solely as

Owner Trustee




	 	 	 	 	 
	By:
	 	/s/ Sterling C. Correia	 	 
	 

	 	 
	 	 
	Name:

	 	Sterling C. Correia	 	 
	Title:
	 	Vice President	 	 





DRIVE AUTO RECEIVABLES TRUST 2005-1



By: U.S. Bank Trust National Association (successor in

interest to Wachovia Bank of Delaware, National

Association), not in its individual capacity but solely as

Owner Trustee




	 	 	 	 	 
	By:
	 	/s/ Sterling C. Correia	 	 
	 

	 	 
	 	 
	Name:

	 	Sterling C. Correia	 	 
	Title:
	 	Vice President	 	 





Signature Page

To

Intercreditor Agreement and Master Account Collection Agreement




 









 




DRIVE AUTO RECEIVABLES TRUST 2005-2



By: U.S. Bank Trust National Association (successor in

interest to Wachovia Bank of Delaware, National

Association), not in its individual capacity but solely as

Owner Trustee




	 	 	 	 	 
	By:
	 	/s/ Sterling C. Correia	 	 
	 

	 	 
	 	 
	Name:

	 	Sterling C. Correia	 	 
	Title:
	 	Vice President	 	 





DRIVE AUTO RECEIVABLES TRUST 2005-3



By: U.S. Bank Trust National Association (successor in

interest to Wachovia Bank of Delaware, National

Association), not in its individual capacity but solely as

Owner Trustee




	 	 	 	 	 
	By:
	 	/s/ Sterling C. Correia	 	 
	 

	 	 
	 	 
	Name:

	 	Sterling C. Correia	 	 
	Title:
	 	Vice President	 	 





DRIVE AUTO RECEIVABLES TRUST 2006-1



By: U.S. Bank Trust National Association, not in its

individual capacity but solely as Owner Trustee




	 	 	 	 	 
	By:
	 	/s/ Sterling C. Correia	 	 
	 

	 	 
	 	 
	Name:

	 	Sterling C. Correia	 	 
	Title:
	 	Vice President	 	 





DRIVE AUTO RECEIVABLES TRUST 2006-2



By: U.S. Bank Trust National Association, not in its

individual capacity but solely as Owner Trustee




	 	 	 	 	 
	By:
	 	/s/ Sterling C. Correia	 	 
	 

	 	 
	 	 
	Name:

	 	Sterling C. Correia	 	 
	Title:
	 	Vice President	 	 





Signature Page

To

Intercreditor Agreement and Master Account Collection Agreement




 









 







FINANCIAL SECURITY ASSURANCE INC.




	 	 	 	 	 
	By:
	 	/s/ Errol Uhr	 	 
	 

	 	 
	 	 
	Name:

	 	Errol Uhr	 	 
	Title:
	 	Managing Director	 	 





MBIA INSURANCE CORPORATION




	 	 	 	 	 
	By:
	 	/s/ Cathleen M. Murray	 	 
	 

	 	 
	 	 
	Name:

	 	Cathleen M. Murray	 	 
	Title:
	 	Vice President	 	 





Signature Page

To

Intercreditor Agreement and Master Account Collection Agreement




 









 





EXHIBIT A




ACCESSION AGREEMENT




     Reference is hereby made to the INTERCREDITOR AND MASTER COLLECTION ACCOUNT AGREEMENT, dated
as of November 30, 2006 (the “Agreement”) among,




WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as the Collateral Custodian
under the Wachovia Warehouse Agreement, the Trust Collateral Agent under the
Existing Securitizations, the Indenture Trustee under the Existing Indentures and
the Master Collection Account Agent under this Agreement (“Wells Fargo”),




WACHOVIA CAPITAL MARKETS, LLC, in its capacity as the Administrative Agent under the
Wachovia Warehouse Agreement (“Wachovia Warehouse Collateral Agent”),




DRIVE CONSUMER USA INC. (“Drive”),




DRIVE WAREHOUSE LP (“Drive Warehouse”),




DRIVE RECEIVABLES CORP. 6, DRIVE RECEIVABLES CORP. 7, DRIVE RECEIVABLES CORP. 8,
DRIVE RECEIVABLES CORP. 9, DRIVE RECEIVABLES CORP. 10, DRIVE RECEIVABLES CORP. 11
and DRIVE RECEIVABLES CORP. 12 (each a “Seller” and collectively the
“Existing Sellers”),




DRIVE AUTO RECEIVABLES TRUST 2003-2, DRIVE AUTO RECEIVABLES TRUST 2004-1, DRIVE AUTO
RECEIVABLES TRUST 2005-1, DRIVE AUTO RECEIVABLES TRUST 2005-2, DRIVE AUTO
RECEIVABLES TRUST 2005-3, DRIVE AUTO RECEIVABLES TRUST 2006-1 AND DRIVE AUTO
RECEIVABLES TRUST 2006-2, (each a “Trust” or an “Issuer” and
collectively the “Existing Trusts” or the “Existing Issuers”),




MBIA INSURANCE CORPORATION, in its capacity as the Class A Insurer under the MBIA
Securitizations (“MBIA”), and




FINANCIAL SECURITY ASSURANCE INC., in its capacity the Class A Insurer under the FSA
Securitizations (“FSA”).



     Unless otherwise defined herein, or the context otherwise requires, capitalized terms used in
this Accession Agreement have the meanings ascribed thereto in the Agreement. This is an Accession
Agreement and is being entered into pursuant to the Agreement.



     1. The undersigned Other Party is [a Secured Party] [a Trust] [a Seller] [a Class A Insurer]
and hereby:



A-1









 





     (a) acknowledges and confirms that it has received a copy of the Agreement and the
exhibits thereto;



     (b) agrees to be bound by the terms and conditions set forth in the Agreement as if it
were an original signatory thereto; and



     (c) advises each of the parties to the Agreement of the following with respect to the
Other Party for purposes of the Agreement:



     Name of Other Party:



     Address of Other Party:



     Description of Securitization or other Transaction:



     Designations under the Agreement:



     IN WITNESS WHEREOF, the Other Party has executed this Accession Agreement as of the                     day of
                    ,
200                    .



[OTHER PARTY]




	 	 	 	 	 
	By:
	 	 	 	 
	Name:

	 	 

	 	 
	Title:
	 	 	 	 







A-2