Exhibit 10.2


 


EXECUTION VERSION


 


 



 


 


SALE AND SERVICING AGREEMENT



by and among





ACM AUTO TRUST 2022-1,



as Issuer





ACM FUNDING, LLC,



as Seller





AMERICA’S CAR MART, INC.,



as Servicer




and





WILMINGTON TRUST, NATIONAL ASSOCIATION,



as Indenture Trustee, Backup Servicer, Calculation Agent and Paying Agent







Dated as of April 27, 2022


 


 



 


 



     

     


    




Table
of Contents


 


	 	 	Page
	ARTICLE I	DEFINITIONS AND USAGE	1
	 	 	 
	SECTION 1.1	Definitions	1
	SECTION 1.2	Other Interpretive Provisions	1
	 	 	 
	ARTICLE II	CONVEYANCE OF TRANSFERRED Assets	2
	 	 	 
	SECTION 2.1	Conveyance of Transferred Assets	2
	SECTION 2.2	Custody of Receivable Files	2
	 	 	 
	ARTICLE III	ADMINISTRATION AND SERVICING OF RECEIVABLES AND TRUST PROPERTY	4
	 	 	 
	SECTION 3.1	Duties of Servicer	4
	SECTION 3.2	Collection of Receivable Payments	6
	SECTION 3.3	Repossession of Financed Vehicles; Sales of Deficiency Balances	7
	SECTION 3.4	Maintenance of Security Interests in Financed Vehicles	8
	SECTION 3.5	Covenants of Servicer	8
	SECTION 3.6	Purchase of Receivables Upon Breach	8
	SECTION 3.7	Servicing Fee	9
	SECTION 3.8	Monthly Data File	9
	SECTION 3.9	Annual Officer’s Certificate; Notice of Servicer Replacement Event	9
	SECTION 3.10	Servicer Expenses	10
	SECTION 3.11	Exchange Act Filings	10
	SECTION 3.12	Calculation Agent	10
	 	 	 
	ARTICLE IV	DISTRIBUTIONS; ACCOUNTS STATEMENTS TO THE CERTIFICATEHOLDERS AND THE noteHOLDERs	10
	 	 	 
	SECTION 4.1	Establishment of Accounts	10
	SECTION 4.2	Remittances	14
	SECTION 4.3	Additional Deposits and Payments	14
	SECTION 4.4	Distributions	15
	SECTION 4.5	Net Deposits	16
	SECTION 4.6	Statements to Noteholders and Certificateholders	17
	SECTION 4.7	No Duty to Confirm	18
	 	 	 
	ARTICLE V	THE SELLER	19
	 	 	 
	SECTION 5.1	Representations and Warranties of Seller	19
	SECTION 5.2	Liability of Seller; Indemnities	20
	SECTION 5.3	Merger or Consolidation of, or Assumption of the Obligations of, Seller	21
	SECTION 5.4	Limitation on Liability of Seller and Others	22
	SECTION 5.5	Seller May Own Notes	22
	SECTION 5.6	Compliance with Organizational Documents	22



 



    
	 	i	Sale and Servicing Agreement (ACMAT 2022-1)




     


    




	ARTICLE VI	THE SERVICER	23
	 	 	 
	SECTION 6.1	Representations of Servicer	23
	SECTION 6.2	Indemnities of Servicer	24
	SECTION 6.3	Merger or Consolidation of, or Assumption of the Obligations of, Servicer	25
	SECTION 6.4	Limitation on Liability of Servicer and Others	25
	SECTION 6.5	Delegation of Duties	26
	SECTION 6.6	America’s Car Mart Servicing Not to Resign as Servicer	26
	SECTION 6.7	Servicer May Own Notes	27
	 	 	 
	ARTICLE VII	TERMINATION OF SERVICER	27
	 	 	 
	SECTION 7.1	Termination and Replacement of Servicer	27
	SECTION 7.2	Notification to Noteholders	28
	SECTION 7.3	Limitation of Liability of Successor Servicer	28
	SECTION 7.4	Reliance on Work Product	30
	SECTION 7.5	Initial Servicer’s Agent	30
	 	 	 
	ARTICLE VIII	Clean-up call	30
	 	 	 
	SECTION 8.1	Clean-Up Call by Servicer	30
	 	 	 
	ARTICLE IX	MISCELLANEOUS PROVISIONS	31
	 	 	 
	SECTION 9.1	Amendment	31
	SECTION 9.2	Protection of Title	33
	SECTION 9.3	Other Liens or Interests	34
	SECTION 9.4	Transfers Intended as Sale; Security Interest	34
	SECTION 9.5	Information Requests	35
	SECTION 9.6	Notices, Etc	35
	SECTION 9.7	Choice of Law	35
	SECTION 9.8	Headings	35
	SECTION 9.9	Counterparts and Electronic Signature	36
	SECTION 9.10	Waivers	36
	SECTION 9.11	Entire Agreement	36
	SECTION 9.12	Severability of Provisions	36
	SECTION 9.13	Binding Effect	36
	SECTION 9.14	Acknowledgment and Agreement	37
	SECTION 9.15	Cumulative Remedies	37
	SECTION 9.16	Nonpetition Covenant	37
	SECTION 9.17	Submission to Jurisdiction; Waiver of Jury Trial	37
	SECTION 9.18	Limitation of Liability	38
	SECTION 9.19	Third-Party Beneficiaries	39
	SECTION 9.20	Information to Be Provided by the Indenture Trustee	39




 


 



    
	 	ii	Sale and Servicing Agreement (ACMAT 2022-1)




     


    




 


	Schedule I	Notice Addresses	I-1
	 	 	 
	Exhibit A	Form of Assignment pursuant to Sale and Servicing Agreement	A-1
	 	 	 
	Exhibit B	Perfection Representations, Warranties and Covenants	B-1
	 	 	 
	Exhibit C	Monthly Data File	C-1
	 	 	 
	Appendix A	Definitions	 




 


 






    
	 	iii	Sale and Servicing Agreement (ACMAT 2022-1)




     


    

 


SALE AND SERVICING AGREEMENT, is made and entered
into as of April 27, 2022 (as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”),
by and among ACM AUTO TRUST 2022-1, a Delaware statutory trust (the “Issuer”), ACM FUNDING, LLC, a Delaware limited
liability company, as seller (the “Seller”), AMERICA’S CAR MART, INC., an Arkansas corporation (“America’s
Car Mart”), as servicer (in such capacity, the “Servicer”) and WILMINGTON TRUST, NATIONAL ASSOCIATION, a
national banking association, as indenture trustee (in such capacity, the “Indenture Trustee”), as backup servicer
(in such capacity, the “Backup Servicer”), as paying agent (in such capacity, the “Paying Agent”)
and as calculation agent (in such capacity, the “Calculation Agent”).


 


WHEREAS, the Issuer desires to purchase from the
Seller a portfolio of motor vehicle receivables, including motor vehicle retail installment sales contracts that are secured by used automobiles,
light-duty trucks, SUVs and vans;


 


WHEREAS, the Seller is willing to sell such portfolio
of motor vehicle receivables and related property to the Issuer; and


 


WHEREAS, America’s Car Mart is willing to
service such motor vehicle receivables and related property on behalf of the Issuer;


 


NOW, THEREFORE, in consideration of the premises
and the mutual covenants herein contained, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
the parties hereto, intending to be legally bound, agree as follows:


 


ARTICLE
I



DEFINITIONS AND USAGE


 


SECTION
1.1           
Definitions. Except as otherwise defined herein or as the context may otherwise require, capitalized terms used
but not otherwise defined herein are defined in Appendix A hereto, which also contains rules as to usage that are applicable herein.SECTION
1.2Other Interpretive Provisions. For purposes of this Agreement, unless the context otherwise requires: (a) accounting
terms not otherwise defined in this Agreement, and accounting terms partly defined in this Agreement to the extent not defined, shall
have the respective meanings given to them under GAAP (provided that, to the extent that the definitions in this Agreement and GAAP conflict,
the definitions in this Agreement shall control); (b) terms defined in Article 9 of the UCC as in effect in the relevant jurisdiction
and not otherwise defined in this Agreement are used as defined in that Article; (c) the words “hereof,” “herein”
and “hereunder” and words of similar import refer to this Agreement as a whole and not to any particular provision of this
Agreement; (d) references to any Article, Section, Schedule, Appendix or Exhibit are references to Articles, Sections, Schedules, Appendices
and Exhibits in or to this Agreement and references to any paragraph, subsection, clause or other subdivision within any Section or definition
refer to such paragraph, subsection, clause or other subdivision of such Section or definition; (e) the term “including” and
all variations thereof means “including without limitation”; (f) except as otherwise expressly provided herein, references
to any law or regulation refer to that law or regulation as amended from time to time and include any successor law or regulation; (g)
references to any Person include that Person’s successors and assigns; and (h) headings are for purposes of reference only and shall
not otherwise affect the meaning or interpretation of any provision hereof.


 



     
	



     


    




ARTICLE
II



CONVEYANCE OF TRANSFERRED Assets


 


SECTION
2.1           
Conveyance of Transferred Assets. In consideration of the Issuer’s sale and delivery to, or upon the order
of, the Seller of all of the Notes and the Certificate on the Closing Date, the Seller does hereby irrevocably sell, transfer, assign
and otherwise convey to the Issuer without recourse (subject to the obligations herein) all right, title and interest of the Seller, whether
now owned or hereafter acquired, in, to and under the Transferred Assets, as evidenced by an assignment substantially in the form of Exhibit
A delivered on the Closing Date. The sale, transfer, assignment and conveyance made hereunder does not constitute and is not intended
to result in an assumption by the Issuer of any obligation of the Seller or the Originators to the Obligors, insurers or any other Person
in connection with the Receivables or the other assets and properties conveyed hereunder or any agreement, document or instrument related
thereto.


 


SECTION
2.2           
Custody of Receivable Files.


 


(a)              
Custody. The Issuer and the Indenture Trustee, not in its individual capacity but solely as Indenture Trustee, upon the
execution and delivery of this Agreement, hereby revocably appoint the Servicer, and the Servicer hereby accepts such appointment, to
act as the agent of the Issuer and the Indenture Trustee as custodian of the Receivable Files, which are hereby or will hereby be constructively
delivered to the Indenture Trustee (or its agent or designee), as pledgee of the Issuer pursuant to the Indenture. “Receivable
File” means, with respect to each Receivable, the following documents or instruments (but only to the extent applicable to such
Receivable), which may be held in tangible paper form or electronic form:


 


		(i)	the fully executed original related to such Receivable, including any written amendments or extensions thereto;



 


		(ii)	the original Certificate of Title or, if not yet received, evidence that an application therefor has been submitted with the appropriate
authority or the applicable document (electronic or otherwise, as used in the applicable jurisdiction) that the Servicer keeps on file,
in accordance with its Customary Servicing Practices, evidencing the security interest of the Originator in the Financed Vehicle; and



 


		(iii)	any and all other documents that the applicable Originator, the Servicer or the Seller keeps on file, in accordance with its Customary
Servicing Practices, relating to a Receivable, an Obligor or a Financed Vehicle.



 


(b)              
Safekeeping. The Servicer, in its capacity as custodian, shall hold the Receivable Files for the benefit of the Issuer and
the Indenture Trustee, as pledgee of the Issuer. In performing its duties as custodian, the Servicer shall act in accordance with its
Customary Servicing Practices. The Servicer will promptly report to the Issuer and the Indenture Trustee any failure on its part to hold
a material portion of the Receivable Files or to maintain its accounts, records, and computer systems as herein provided and shall promptly
take appropriate action to remedy any such failure. Nothing herein will be deemed to require an initial review or any periodic review
by the Issuer or the Indenture Trustee of the Receivable Files. The Servicer may, in accordance with its Customary Servicing Practices:
(i) maintain all or a portion of the Receivable Files in electronic form and (ii) maintain custody of all or any portion of the Receivable
Files with one or more of its agents or designees.


 



    
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(c)              
Maintenance of and Access to Records. The Servicer will maintain each Receivable File in the United States (it being understood
that the Receivable Files, or any part thereof, may be maintained at the offices of any Person to whom the Servicer has delegated responsibilities
in accordance with Section 6.5). The Servicer will make available to the Issuer and the Indenture Trustee or their duly authorized
representatives, attorneys or auditors a list of locations of the Receivable Files upon request. The Servicer will provide access to the
Receivable Files, and the related accounts records, and computer systems maintained by the Servicer at such times as the Issuer or the
Indenture Trustee direct, but only upon reasonable notice and during the normal business hours at the respective offices of the Servicer.


 


(d)              
Release of Documents. Upon written instructions from the Indenture Trustee, the Servicer will release or cause to be released
any document in the Receivable Files to the Indenture Trustee, the Indenture Trustee’s agent or the Indenture Trustee’s designee,
as the case may be, at such place or places as the Indenture Trustee may designate, as soon thereafter as is practicable. Any document
so released will be handled by the Indenture Trustee, its agent or designee, as the case may be, with reasonable care and returned to
the Servicer for safekeeping as soon as the Indenture Trustee or its agent or designee, as the case may be, has no further need therefor.


 


(e)              
Instructions; Authority to Act. All instructions from the Indenture Trustee will be in writing and signed by an Authorized
Officer of the Indenture Trustee, and the Servicer will be deemed to have received proper instructions with respect to the Receivable
Files upon its receipt of such written instructions.


 


(f)               
Custodian’s Indemnification. Subject to Section 6.2, the Servicer as custodian will indemnify the Issuer, the
Owner Trustee and the Indenture Trustee for any and all liabilities, obligations, losses, compensatory damages, payments, costs, or expenses
(including reasonable attorneys’ fees and expenses and court costs and any losses incurred in connection with a successful defense,
in whole or part, of any claim that the Indenture Trustee or the Owner Trustee breached its standard of care and legal fees and expenses
incurred in actions against the indemnifying party) of any kind whatsoever that may be imposed on, incurred by or asserted against the
Issuer, the Owner Trustee or the Indenture Trustee as the result of any improper act or omission in any way relating to the maintenance
and custody by the Servicer as custodian of the Receivable Files or the enforcement of the Issuer’s, the Owner Trustee’s or
the Indenture Trustee’s rights (including indemnification rights) under the Transaction Documents; provided, however,
that the Servicer as custodian will not be liable (i) to the Indenture Trustee, the Owner Trustee or the Issuer for any portion of
any such amount resulting from the willful misconduct, bad faith or gross negligence of the Indenture Trustee, the Owner Trustee or the
Issuer, respectively, or (ii) to the Indenture Trustee for any portion of any such amount resulting from the failure of the Indenture
Trustee, the Indenture Trustee’s agent or the Indenture Trustee’s designee to handle with reasonable care any Certificate
of Title or other document released to the Indenture Trustee, the Indenture Trustee’s agent or the Indenture Trustee’s designee
pursuant to Section 2.2(d). The provisions of this Section 2.2(f) shall survive the termination or assignment of this
Agreement and the resignation or removal of the Indenture Trustee or the Servicer, in its capacity as custodian. The Servicer shall not
be responsible for any loss occasioned by the failure of the Indenture Trustee or its agent or designee to return any documents or any
delay in doing so.


 



    
	 	3	Sale and Servicing Agreement (ACMAT 2022-1)




     


    




(g)              
Effective Period and Termination. The Servicer’s appointment as custodian will become effective as of the Cut-Off
Date and will continue in full force and effect until terminated pursuant to this Section. If America’s Car Mart resigns as Servicer
in accordance with the provisions of this Agreement or if all of the rights and obligations of the Servicer have been terminated under
Section 7.1, the appointment of the Servicer as custodian hereunder may be terminated by the Indenture Trustee (acting at the direction
of the Noteholders representing at least a majority of the Note Balance of the Controlling Class), or by the Noteholders of Notes evidencing
not less than a majority of the Note Balance of the Controlling Class (or, if the Notes are no longer Outstanding, by the Majority Certificateholders),
in the same manner as the Indenture Trustee or such Noteholders (or Certificateholders) may terminate the rights and obligations of the
Servicer under Section 7.1. As soon as practicable after any termination of such appointment, the Servicer will deliver to the
Successor Servicer the Receivable Files and the related accounts and records maintained by the Servicer at such place or places as the
Indenture Trustee may reasonably designate.


 


(h)              
Liability of Indenture Trustee. The Indenture Trustee shall not be liable for the acts or omissions of the Servicer, in
its capacity as custodian of the Receivable Files.


 


ARTICLE
III



ADMINISTRATION AND SERVICING OF

RECEIVABLES AND TRUST PROPERTY


 


SECTION
3.1           
Duties of Servicer.


 


(a)              
Subject to the limitations set forth in Article VII with respect to any Successor Servicer, the Servicer is hereby appointed by
the Issuer and authorized to act as agent for the Issuer and in such capacity shall manage, service, administer and make collections on
the Receivables, and perform the other actions required by the Servicer under this Agreement. The Servicer agrees that its servicing of
the Receivables will be carried out in accordance with its Customary Servicing Practices, using the degree of skill and attention that
the Servicer exercises with respect to all comparable motor vehicle receivables that it services for itself or others. The Servicer’s
duties will include collection and posting of all payments, responding to inquiries of Obligors on such Receivables, investigating delinquencies,
providing invoices or payment coupons (which may be in electronic form) to Obligors, reporting any required tax information to Obligors,
accounting for Collections and furnishing monthly and annual statements to the Calculation Agent with respect to collections and performing
the other duties specified herein. The Servicer is not required under the Transaction Documents to make any disbursements via wire transfer
or otherwise on behalf of an Obligor. There are no requirements under the Receivables or the Transaction Documents for funds to be, and
funds shall not be, held in trust for an Obligor. There are no requirements under the Receivables or the Transaction Documents for payments
or disbursements to be made by the Servicer on behalf of the Obligor. The Servicer hereby accepts such appointment and authorization and
agrees to perform the duties of Servicer with respect to the Receivables set forth herein. Notwithstanding anything to the contrary in
this Agreement or any other Transaction Document, the Servicer shall not be liable for any failure or delay in the performance of its
obligations or the taking of any action hereunder or under any other Transaction Document (and such failure or delay shall not constitute
a breach of any Transaction Document or a Servicer Replacement Event) if such failure or delay arises from compliance by the Servicer
with any law or court order, the direction of a regulatory authority or regulatory guidance.


 



    
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(b)              
Subject to the provisions of Section 3.2 and any other provisions in this Agreement restricting the Servicer or specifying
obligations different from the Customary Servicing Practices, the Servicer will follow its Customary Servicing Practices and will have
full power and authority to do any and all things in connection with such managing, servicing, administration and collection that it may
deem necessary or desirable. Without limiting the generality of the foregoing, the Servicer is hereby authorized and empowered to execute
and deliver, on behalf of itself, the Issuer, the Owner Trustee, the Indenture Trustee, the Noteholders, the Certificateholders, or any
of them, any and all instruments of satisfaction or cancellation, or partial or full release or discharge, and all other comparable instruments,
with respect to the Receivables or to the Financed Vehicles securing such Receivables. The Servicer is hereby authorized to commence,
in its own name or in the name of the Issuer, a Proceeding to enforce a Receivable or an Insurance Policy or to commence or participate
in any other Proceeding (including a bankruptcy proceeding) relating to or involving a Receivable, an Obligor, a Financed Vehicle or an
Insurance Policy. If the Servicer commences a Proceeding to enforce a Receivable or an Insurance Policy, the Issuer will thereupon be
deemed to have automatically assigned such Receivable or its rights under such Insurance Policy to the Servicer solely for purposes of
commencing or participating in any such Proceeding as a party or claimant, and the Servicer is authorized and empowered by the Issuer
to execute and deliver in the Servicer’s name any notices, demands, claims, complaints, responses, affidavits or other documents
or instruments in connection with any such Proceeding. If in any enforcement suit or Proceeding it is held that the Servicer may not enforce
a Receivable or Insurance Policy on the ground that it is not a real party in interest or a holder entitled to enforce the Receivable
or Insurance Policy, the Issuer will, at the Servicer’s expense and direction, take steps to enforce the Receivable or Insurance
Policy, including bringing suit in its name. The Issuer will furnish the Servicer with any powers of attorney and other documents reasonably
necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. The Servicer, at its expense,
will obtain on behalf of the Issuer all licenses, if any, required by the laws of any jurisdiction to be held by the Issuer in connection
with ownership of the Receivables, and will make all filings and pay all fees as may be required in connection therewith during the term
hereof. Notwithstanding the foregoing, if the initial Servicer has been replaced by a Successor Servicer, any expenses or fees payable
by the Servicer pursuant to this clause (b) shall be reimbursable by the Issuer in accordance with Section 4.4(a) of this Agreement
or Section 5.4(b) of the Indenture, as applicable.


 



    
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(c)              
The Servicer hereby agrees to perform its obligations under the Backup Servicing Agreement and agrees that upon its resignation
and the appointment of a successor Servicer hereunder, the Servicer will terminate its activities as Servicer hereunder in accordance
with Section 7.1, and, in any case, in a manner which will facilitate the transition of the performance of such activities to
such successor Servicer, and the Servicer shall cooperate with and assist such successor Servicer.


 


(d)              
The Servicer shall not be required to monitor whether Obligors maintain an Insurance Policy on the Financed Vehicles.


 


SECTION
3.2           
Collection of Receivable Payments.


 


(a)              
The Servicer will make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables
as and when the same become due in accordance with its Customary Servicing Practices. The Servicer may grant extensions, rebates, deferrals,
amendments, modifications or adjustments with respect to any Receivable in accordance with its Customary Servicing Practices. Notwithstanding
the foregoing, if the Servicer (i) extends the date for final payment by the Obligor of any Receivable beyond the last day of the Collection
Period immediately preceding the latest Final Scheduled Payment Date of any Class of Notes issued under the Indenture or (ii) reduces
the Contract Rate or Principal Balance with respect to any Receivable other than (A) as required by applicable law or court order, (B)
in connection with a modification, adjustment or settlement in the event the Receivable becomes a Defaulted Receivable, (C) in connection
with a Cram Down Loss relating to such Receivable, (D) in connection with the application by the Servicer of payments received from either
of the Originators and applied to reduce the Principal Balance of such Receivable, (E) at the direction of a regulatory authority or in
accordance with regulatory guidance or (F) if the related Obligor is a servicemember in military service or is the spouse of a dependent
of a servicemember, it will either correct such action or promptly purchase such Receivable in the manner provided in, and subject to
the conditions set forth in, Section 3.6. The Servicer may in its discretion waive any late payment charge or any other fees that
may be collected in the ordinary course of servicing a Receivable. The Servicer shall not be required to make any advances of funds or
guarantees regarding collections, cash flows or distributions. Payments on the Receivables, including payoffs, made in accordance with
the related documentation for such Receivables, shall be posted to the Servicer’s Obligor records in accordance with the Servicer’s
Customary Servicing Practices. Such payments shall be allocated to principal, interest or other items in accordance with the related documentation
for such Receivables.


 


(b)              
Subject to the third sentence of Section 3.2(a), the Servicer and its Affiliates may engage in any marketing practice
or promotion or any sale of any products, goods or services to Obligors with respect to the related Receivables so long as such practices,
promotions or sales are offered to obligors of comparable motor vehicle receivables serviced by the Servicer for itself and others, whether
or not such practices, promotions or sales might result in a decrease in the aggregate amount of payments on the Receivables, prepayments
or faster or slower timing of the payment of the Receivables.


 


(c)              
Notwithstanding anything in this Agreement to the contrary, the Servicer may refinance any Receivable and deposit the full outstanding
Principal Balance of such Receivable into the Collection Account. The receivable created by such refinancing shall not be property of
the Issuer. The amount financed shall be treated for all purposes, including for tax purposes, as a payoff of all amounts owed by the
related Obligor with respect to such Receivable. The Servicer and its Affiliates may also sell insurance or debt cancellation products,
including products which result in the cancellation of some or all of the amount of a Receivable upon the death or disability of the Obligor
or any casualty with respect to the Financed Vehicle.


 



    
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(d)              
Records documenting collection efforts shall be maintained during the period a Receivable is delinquent in accordance with the
Servicer’s Customary Servicing Practices. Such records shall be maintained on at least a periodic basis that is not less frequent
than as prescribed by the Servicer’s Customary Servicing Practices, and describe the entity’s activities in monitoring delinquent
pool assets including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary
(e.g., illness or unemployment) in accordance with the Servicer’s Customary Servicing Practices.


 


(e)              
The Servicer shall not be required to maintain a fidelity bond or errors and omissions policy.


 


SECTION
3.3           
Repossession of Financed Vehicles; Sales of Deficiency Balances. On behalf of the Issuer, the Servicer will use
commercially reasonable efforts, consistent with its Customary Servicing Practices, to repossess or otherwise convert the ownership of
and liquidate the Financed Vehicle securing any Receivable as to which the Servicer has determined eventual payment in full is unlikely;
provided, however, that the Servicer may elect not to repossess a Financed Vehicle if in its sole discretion it determines that repossession
will not increase the aggregate Liquidation Proceeds or that the proceeds ultimately recoverable with respect to such Receivable would
be increased by forbearance or that repossessing such Financed Vehicle would otherwise not be consistent with the Servicer’s Customary
Servicing Practices. The Servicer is authorized as it deems necessary or advisable, consistent with its Customary Servicing Practices,
to make reasonable efforts to realize upon any recourse to either Originator and to sell the related Financed Vehicle at public or private
third-party sale. The foregoing will be subject to the provision that, in any case in which the Financed Vehicle has suffered damage,
the Servicer shall not be required to expend funds in connection with the repair or the repossession of such Financed Vehicle. The Servicer,
in its sole discretion, may in accordance with its Customary Servicing Practices, sell any Receivable’s Deficiency Balance. To facilitate
any such sale the Servicer may, in accordance with its Customary Servicing Practices, purchase from the Issuer such Receivable’s
Deficiency Balance for a purchase price equal to the proceeds received by the Servicer in an arm’s-length transaction for the sale
of such Receivable’s Deficiency Balance. Net proceeds of any such sale allocable to the Receivable will constitute Liquidation Proceeds,
and the sole right of the Issuer and the Indenture Trustee with respect to any such sold Receivables will be to receive such Liquidation
Proceeds (net of any related Liquidation Expenses). Upon such sale, the Servicer will mark its computer records indicating that any such
receivable sold is no longer a Receivable. The Servicer is authorized to take any and all actions necessary or appropriate on behalf of
the Issuer to evidence the sale of the Financed Vehicle at a public or private third-party sale or the sale of the Receivable to the Servicer
to facilitate a Deficiency Balance sale pursuant to the provisions of this paragraph, in each case, free from any Lien or other interest
of the Issuer or the Indenture Trustee. In addition, the Servicer may, in accordance with its Customary Servicing Practices, waive any
Receivable’s Deficiency Balance.


 



    
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SECTION
3.4           
Maintenance of Security Interests in Financed Vehicles. The Servicer will, in accordance with its Customary Servicing
Practices, take such steps as are necessary to maintain perfection of the security interest created by each Receivable in the related
Financed Vehicle. The provisions set forth in this Section are the sole requirements under the Transaction Documents with respect to the
maintenance of collateral or security on the Receivables. It is understood that the Financed Vehicles are the collateral and security
for the Receivables, but that the Certificate of Title with respect to a Financed Vehicle does not constitute collateral for that Receivable
and merely evidences such security interest. The Issuer hereby authorizes the Servicer to take such steps as are necessary to re-perfect
such security interest created by the Receivable in the event of the relocation of a Financed Vehicle or for any other reason.


 


SECTION
3.5           
Covenants of Servicer. Unless required by law or court order, or at the direction of a regulatory authority or
in accordance with regulatory guidance, the Servicer will not release the Financed Vehicle securing any Receivable from the security interest
granted by such Receivable in whole or in part except (i) in the event of payment in full by or on behalf of the Obligor thereunder or
payment in full less a deficiency which the Servicer would not attempt to collect in accordance with its Customary Servicing Practices,
(ii) in connection with repossession or (iii) as may be required by an insurer in order to receive proceeds from any Insurance Policy
covering such Financed Vehicle. The Servicer shall promptly notify the Backup Servicer in writing of any material changes which the Servicer
makes to its servicing systems and provide sufficient detail with respect thereto to the Backup Servicer as the Backup Servicer may require.


 


SECTION
3.6      Purchase
of Receivables Upon Breach. Upon discovery by any party hereto of a breach of any of the covenants set forth in Section 3.2,
3.3, 3.4 or 3.5 with respect to any Receivable which materially and adversely affects the interests of the Issuer
or the Noteholders in any Receivable, the party discovering or receiving written notice of such breach shall give prompt written notice
thereof to the other parties hereto; provided, (i) that the delivery of a Monthly Data File or Investor Report which identifies
that Receivables are being or have been repurchased shall be deemed to constitute prompt written notice by the Servicer and the Issuer
of such breach and (ii) the Indenture Trustee, the Backup Servicer and the Paying Agent shall be deemed to have knowledge of such breach
only if a Responsible Officer thereof has received written notice thereof; provided, further, that the failure to give such
notice shall not affect any obligation of the Initial Servicer under this Section 3.6. If the breach materially and adversely
affects the interests of the Issuer or the Noteholders in such Receivable or if the Initial Servicer is required to purchase a Receivable
pursuant to Section 3.2, then the Initial Servicer shall either (a) correct or cure such breach, if applicable, or (b) purchase
such Receivable from the Issuer (or its assignee), in either case on or before the Business Day before the Payment Date following the
end of the Collection Period which includes the 60th day (or, if the Initial Servicer elects, an earlier date) after the date
the Initial Servicer became aware or was notified of such breach or obligation to repurchase, as applicable. Any such breach or failure
will be deemed not to have a material and adverse effect if such breach or failure has not affected the ability of the Issuer (or its
assignee) to receive and retain timely payment in full on such Receivable. Any such purchase by the Initial Servicer shall be at a price
equal to the related Repurchase Price. In consideration for such purchase, the Initial Servicer shall make (or shall cause to be made)
a payment to the Issuer equal to the Repurchase Price by depositing such amount into the Collection Account prior to noon, New York City
time, on such date of purchase (or, if the Initial Servicer elects, an earlier date). Upon payment of such Repurchase Price by the Initial
Servicer, subject to Section 2.9 and Article VIII of the Indenture, the Indenture Trustee, on behalf of the Noteholders and the Administrator,
on behalf of the Issuer, as applicable, shall release and shall execute and deliver such instruments of release, transfer or assignment,
in each case without recourse or representation, as may be reasonably requested by the Initial Servicer to evidence such release, transfer
or assignment or more effectively vest in the Servicer or its designee all of the Issuer’s and Indenture Trustee’s rights
in any Receivable and related Transferred Assets purchased pursuant to this Section 3.6. It is understood and agreed that the obligation
of the Initial Servicer to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available
to the Issuer and the Indenture Trustee.


 



    
	 	8	Sale and Servicing Agreement (ACMAT 2022-1)




     


    




SECTION
3.7           
Servicing Fee. On each Payment Date, the Indenture Trustee, upon written direction in the Investor Report, on
behalf of the Issuer shall pay to the Servicer the Servicing Fee in accordance with Section 4.4 for the immediately preceding
Collection Period as compensation for its services.  In addition, the Servicer will be entitled to retain all Supplemental Servicing
Fees and Unrelated Amounts or, if deposited into the Collection Account, receive such amounts pursuant to Section 4.4 of this Agreement. 
The Servicer also will be entitled to receive investment earnings (net of investment losses and expenses) on funds on deposit in the Collection
Account and the Reserve Account during each Collection Period.


 


SECTION
3.8           
Monthly Data File. On or before the Determination Date preceding each Payment Date, the Servicer shall deliver
to the Calculation Agent and the Backup Servicer a data file, in a form to be agreed upon from time to time between the Calculation Agent
and the Servicer, containing the information identified on Exhibit C to this Agreement with regard to the Receivables to (the “Monthly
Data File”). No disbursements shall be made directly by the Servicer to a Noteholder or a Certificateholder, and the Servicer
shall not be required to maintain any investor record relating to the posting of disbursements or otherwise or to prepare the Investor
Report.


 


SECTION
3.9           
Annual Officer’s Certificate; Notice of Servicer Replacement Event.


 


(a)              
The Servicer will deliver to the Issuer, with a copy to the Indenture Trustee, on or before April 30th of each year,
beginning on April 30, 2023, an Officer’s Certificate stating, as to the Authorized Officer signing such Officer’s Certificate,
that:


 


(i)                
a review of the activities of the Servicer during such year (or since the Closing Date, in the case of the first such Officer’s
Certificate) and of its performance under this Agreement has been made under such Authorized Officer’s supervision; and


 


(ii)             
to the best of such Authorized Officer’s knowledge, based on such review, the Servicer has fulfilled all its obligations
under this Agreement in all material respects throughout the year (or since the Closing Date, in the case of the first such Officer’s
Certificate), or, if there has been a failure to fulfill any of these obligations in any material respect, specifying each such failure
known to such Authorized Officer and the nature and status thereof.


 



    
	 	9	Sale and Servicing Agreement (ACMAT 2022-1)




     


    




(b)              
The Servicer will deliver to the Issuer, with a copy to the Indenture Trustee, the Backup Servicer and the Rating Agency within
five (5) Business Days after having obtained knowledge thereof written notice in an Officer’s Certificate of any event which with
the giving of notice or lapse of time, or both, would become a Servicer Replacement Event. Except to the extent set forth in this Section 3.9(b)
and Section 7.2 of this Agreement and Section 3.12 and Section 6.5 of the Indenture, the Transaction Documents
do not require any policies or procedures to monitor any performance or other triggers and events of default.


 


SECTION
3.10        Servicer
Expenses. The Servicer shall pay all expenses (other than Liquidation Expenses) incurred by it in connection with its activities hereunder,
including fees and disbursements of independent accountants, taxes imposed on the Servicer and expenses incurred in connection with distributions
and reports to the Noteholders and the Certificateholders. The Servicer will be entitled to retain an amount equal to the amount of Liquidation
Expenses incurred during a Collection Period from Liquidation Proceeds received during such Collection Period. The Initial Servicer shall
pay (i) fees, expenses, indemnities and disbursements of (x) the Indenture Trustee to the extent required under Section 6.7
of the Indenture, (y) the Owner Trustee to the extent required under Sections 8.1 and 8.2 of the Trust Agreement and (z)
the Administrator and (ii) organizational expenses of the Issuer. For the avoidance of doubt, no Successor Servicer shall be responsible
for the payment of such fees, expenses, indemnities or disbursements.


 


SECTION
3.11        Exchange
Act Filings. The Issuer hereby authorizes the Servicer and the Seller, or either of them, to prepare, sign, certify and file any and all
reports, statements and information respecting the Issuer and/or the Notes, if any, required to be filed pursuant to the Exchange Act
and the rules thereunder. Notwithstanding the foregoing, no Successor Servicer shall be required to prepare, sign, certify or file any
such reports, statements or information.


 


SECTION
3.12        Calculation
Agent. The Servicer, upon the execution and delivery of this Agreement, hereby revocably appoints the Calculation Agent, and the Calculation
Agent hereby accepts such appointment, to perform the duties and prepare the reports required herein.


 


ARTICLE
IV



DISTRIBUTIONS; ACCOUNTS

STATEMENTS TO THE CERTIFICATEHOLDERS

AND THE noteHOLDERs


 


SECTION
4.1           
Establishment of Accounts.


 


(a)              
The Servicer shall cause to be established on or prior to the Closing Date:


 


		(i)	(x) Prior to the payment in full of the principal of and interest on the Notes, for the benefit of the Noteholders in the name of
the Indenture Trustee, a non-interest bearing Eligible Account, bearing a designation clearly indicating that the funds deposited therein
are held for the benefit of the Noteholders, which Eligible Account shall be established by and maintained with the Indenture Trustee
or its designee and (y) following payment in full of the principal of and interest on the Notes, for the benefit of the Certificateholders,
in the name of the Issuer, a non-interest bearing Eligible Account, bearing a designation clearly indicating that the funds deposited
therein are held for the benefit of the Certificateholders, which Eligible Account shall be established by and maintained with the Paying
Agent or its designee (the “Collection Account”). No checks shall be issued, printed or honored with respect to the
Collection Account.



 



    
	 	10	Sale and Servicing Agreement (ACMAT 2022-1)




     


    




		(ii)	For the benefit of the Noteholders and the Issuer, in the name of the Indenture Trustee, a non-interest bearing Eligible Account (the
“Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit
of the Noteholders and the Issuer, which Eligible Account shall be established by and maintained with the Indenture Trustee or its designee.
No checks shall be issued, printed or honored with respect to the Reserve Account.



 


(b)              
Funds on deposit in the Collection Account and the Reserve Account (collectively, the “Trust Accounts”), if
any, shall be invested by the Indenture Trustee in Eligible Investments selected in writing by the Servicer and of which the Servicer
provides notification (pursuant to standing instructions or otherwise); provided that it is understood and agreed that neither
the Servicer, the Indenture Trustee (subject to Section 6.1(c) of the Indenture) nor the Issuer shall be liable for any loss arising from
such investment in Eligible Investments. Absent such instructions or standing instructions, the funds shall remain uninvested. All such
Eligible Investments shall be held by or on behalf of the Indenture Trustee as secured party for the benefit of the Noteholders and the
Issuer (or if there are no Noteholders, for the Certificateholders); provided, that on each Payment Date, pursuant to written instructions
from the Servicer (which may include standing instructions), all interest and other investment income (net of losses and investment expenses)
on funds on deposit in the Trust Accounts shall be distributed to the Servicer and shall not be available to pay the distributions provided
for in Section 4.4. Except to the extent the Rating Agency Condition is satisfied, all investments of funds on deposit in the Trust
Accounts shall mature so that such funds will be available on the Business Day immediately preceding the immediately following Payment
Date. No Eligible Investment shall be sold or otherwise disposed of prior to its scheduled maturity unless a default occurs with respect
to such Eligible Investment and the Servicer directs the Indenture Trustee in writing to dispose of such Eligible Investment. The Servicer
acknowledges that upon its written request and at no additional cost, it has the right to receive notification after the completion of
each purchase and sale of permitted investments or the Indenture Trustee’s receipt of a broker’s confirmation. The Servicer
agrees that such notifications shall not be provided by the Indenture Trustee hereunder, and the Indenture Trustee shall make available,
upon request and in lieu of notifications, periodic account statements that reflect such investment activity.


 


(c)              
The Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Trust Accounts
and in all proceeds thereof and all such funds, investments and proceeds shall be part of the Trust Estate. Except as otherwise provided
herein, the Trust Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders (or
if there are no Noteholders, for the Certificateholders). If, at any time, any Trust Account ceases to be an Eligible Account, the Servicer
shall promptly notify the Indenture Trustee (unless such Trust Account is an account with the Indenture Trustee) in writing and within
10 Business Days (or any longer period if the Rating Agency Condition is satisfied with respect to such longer period) after becoming
aware of the fact, establish a new Trust Account as an Eligible Account and shall direct the Indenture Trustee in writing to transfer
any cash and/or any investments to such new Trust Account.


 



    
	 	11	Sale and Servicing Agreement (ACMAT 2022-1)




     


    




(d)              
With respect to the Trust Account Property, the parties hereto agree that:


 


		(i)	any Trust Account Property that consists of uninvested funds shall be held solely in Eligible Accounts and, except as otherwise provided
herein, each such Eligible Account shall be subject to the exclusive custody and control of the Indenture Trustee, and, except as otherwise
provided in the Transaction Documents, the Indenture Trustee or its designee shall have sole signature authority with respect thereto;



 


		(ii)	any Trust Account Property that constitutes Physical Property shall be delivered to the Indenture Trustee or its designee, in accordance
with paragraph (a) of the definition of “Delivery” and shall be held, pending maturity or disposition, solely by the
Indenture Trustee or any such designee;



 


		(iii)	any Trust Account Property that is an “uncertificated security” under Article 8 of the UCC and that is not governed by
clause (iv) below shall be delivered to the Indenture Trustee or its designee in accordance with paragraph (c)
of the definition of “Delivery” and shall be maintained by the Indenture Trustee or such designee, pending maturity or disposition,
through continued registration of the Indenture Trustee’s (or its designee’s) ownership of such security on the books of the
issuer thereof;



 


		(iv)	any Trust Account Property that is an uncertificated security that is a “book-entry security” (as such term is defined
in Federal Reserve Bank Operating Circular No. 7) held in a securities account at a Federal Reserve Bank and eligible for transfer through
the Fedwire® Securities Service operated by the Federal Reserve System pursuant to Federal book-entry regulations shall
be delivered in accordance with paragraph (b) of the definition of “Delivery” and shall be maintained by the Indenture
Trustee or its designee or a securities intermediary (as such term is defined in Section 8-102(a)(14) of the UCC) acting solely for the
Indenture Trustee or such designee, pending maturity or disposition, through continued book-entry registration of such Trust Account Property
as described in such paragraph; and



 


		(v)	to the extent any Trust Account Property is credited to a securities account, the account agreement establishing such securities account
shall provide that the account agreement is governed solely by the law of the State of New York and that the law of the State of New York
shall govern all issues specified in Article 2(1) of the Hague Securities Convention; and such institution acting as securities intermediary
shall have at the time of entry of the account agreement and shall continue to have at all relevant times one or more offices (within
the meaning of the Hague Securities Convention) in the United States of America which satisfies the criteria provided in Article 4(1)(a)
or (b) of the Hague Securities Convention; the jurisdiction of such institution acting as securities intermediary with respect to such
securities account shall be the State of New York; and (if the Indenture Trustee is not the securities intermediary with respect to such
securities account) the Indenture Trustee, the Issuer and such securities intermediary shall agree in writing that such securities intermediary
will comply with entitlement orders originated by the Indenture Trustee with respect to such securities account without further consent
of the Issuer.



 



    
	 	12	Sale and Servicing Agreement (ACMAT 2022-1)




     


    




(e)              
The Indenture Trustee, to the extent it is acting in the capacity of securities intermediary with respect to the Trust Account
Property, represents, warrants and covenants that:


 


		(i)	it is a “securities intermediary,” as such term is defined in Section 8-102(a)(14)(ii) of the relevant UCC, that in the
ordinary course of its business maintains “securities accounts” for others, as such term is used in Section 8-501 of the relevant
UCC, and an “intermediary” as defined in the Hague Securities Convention;



 


		(ii)	pursuant to Section 8-110(e)(1) of the relevant UCC for purposes of the relevant UCC, the jurisdiction of the Indenture Trustee as
securities intermediary is the State of New York. Further, the law of the State of New York shall govern all issues specified in Article
2(1) of the Hague Securities Convention; and



 


		(iii)	the Indenture Trustee has and shall continue to have at all relevant times one or more offices (within the meaning of the Hague Securities
Convention) in the United States of America engaged in a business or other regular activity of maintaining securities accounts.



 


(f)               
To the extent that there are any other agreements with the Indenture Trustee governing the Trust Accounts, the parties agree that
each and every such agreement is hereby amended to provide that, with respect to the Trust Accounts, the law applicable to all issues
specified in Article 2(1) of the Hague Securities Convention shall be the laws of the State of New York.


 


(g)              
Except for the Collection Account and the Reserve Account, there are no accounts required to be maintained under the Transaction
Documents.


 



    
	 	13	Sale and Servicing Agreement (ACMAT 2022-1)




     


    




SECTION
4.2           
Remittances.


 


(a)              
The Servicer shall deposit an amount equal to all Collections into the Collection Account within two Business Days after identification.
Pending deposit into the Collection Account, Collections may be commingled and used by the Servicer at its own risk and are not required
to be segregated from its own funds.


 


(b)              
The Servicer may deduct from Collections all Supplemental Servicing Fees and Unrelated Amounts to the extent such Supplemental
Servicing Fees and Unrelated Amounts have not been previously retained by or reimbursed to the Servicer. If the Servicer determines that
Unrelated Amounts have been deposited in the Collection Account and that the Servicer has not deducted an amount equal to Unrelated Amounts
from Collections as contemplated by the preceding sentence, then the Servicer shall provide written notice thereof to the Issuer and the
Indenture Trustee and shall direct the Indenture Trustee to withdraw and pay to or at the direction of the Servicer such remaining Unrelated
Amounts from the Collection Account.


 


SECTION
4.3           
Additional Deposits and Payments.


 


(a)              
On the date specified in Section 3.6 hereof or Section 3.4 of the Purchase Agreement, as applicable, the Servicer
and Seller, as applicable, will deposit into the Collection Account the aggregate Repurchase Price with respect to Repurchased Receivables
purchased or repurchased by the Servicer or Seller, respectively, on such date, and on the Payment Date specified in Section 8.1,
the Servicer will deposit into the Collection Account all amounts, if any, to be paid under Section 8.1. All such deposits with
respect to any such date which is a Payment Date will be made, in immediately available funds by noon, New York City time, on the Business
Day immediately preceding such Payment Date related to such Collection Period.


 


(b)              
The Indenture Trustee will, on or before the Payment Date relating to each Collection Period, withdraw from the Reserve Account
the Reserve Account Draw Amount and deposit such amounts in the Collection Account in accordance with the Investor Report.


 


(c)              
The Paying Agent will, on each Payment Date, upon written direction (which may include standing instructions) from the Servicer,
withdraw from the Reserve Account (i) all investment earnings (net of investment losses and expenses) on funds on deposit in the Reserve
Account during the related Collection Period and distribute such investment earnings to the Servicer and (ii) the Reserve Account Excess
Amount, if any, for such Payment Date and deposit such amount in the Collection Account.


 


(d)              
On the Closing Date, the Seller will deposit an amount equal to the Initial Reserve Account Deposit Amount into the Reserve Account
from the net proceeds of the sale of the Notes.


 


(e)              
On or prior to the third Business Day preceding each Determination Date, the Indenture Trustee shall send a written notice, or
make such information available electronically, to the Servicer stating the amount of investment income earned, if any, during the related
Collection Period on each Trust Account maintained at the Indenture Trustee.


 



    
	 	14	Sale and Servicing Agreement (ACMAT 2022-1)




     


    




SECTION
4.4           
Distributions.


 


(a)              
Unless the Notes have been accelerated pursuant to Section 5.2 of the Indenture, on each Payment Date, the Paying Agent
(based on information contained in the Investor Report prepared by the Calculation Agent pursuant to Section 4.6) shall (i) distribute
to the Servicer, from amounts on deposit in the Collection Account, an amount equal to any Supplemental Servicing Fees and Unrelated Amounts
(to the extent not previously retained by the Servicer) deposited into the Collection Account during the related Collection Period and
(ii) make the following deposits and distributions, to the extent of Available Funds and the Reserve Account Draw Amount, on deposit in
the Collection Account for such Payment Date, in the following order of priority:


 


		(1)	first, pro rata, based on amounts due, to the Indenture Trustee, the Owner Trustee, the Backup Servicer, the Certificate
Registrar, the Paying Agent and the Calculation Agent, any accrued and unpaid fees, reasonable expenses and indemnification amounts to
the extent not previously paid by the Servicer; provided, that, prior to the occurrence of an Event of Default of the type described
in clauses (a), (b) or (e) of Section 5.1 of the Indenture, such expenses and indemnification amounts payable pursuant to this clause
first may not exceed, (x) in the case of the Indenture Trustee, the Backup Servicer, the Certificate Registrar, the Paying Agent
and the Calculation Agent, in the aggregate, $200,000 per annum, (y) in the case of the Owner Trustee $150,000 per annum and (z) notwithstanding
sub-clause (x), in the case of costs and expenses owed to the Backup Servicer during the Servicer Centralization Period, $75,000;



 


		(2)	second, pro rata, (A) to the Servicer, the Servicing Fee (including Servicing Fees not previously paid) and to any Successor
Servicer, any accrued and unpaid fees, reasonable expenses and indemnification amounts (including any such fees, expenses and indemnification
amounts not previously paid) and (B) to the Backup Servicer, Servicing Transition Costs, to the extent not previously paid in full when
due and payable by the Initial Servicer pursuant to the Backup Servicing Agreement, provided, that such Servicing Transition Costs
payable pursuant to this clause second may not exceed $150,000;



 


		(3)	third, to the Noteholders of the Class A Notes, the Accrued Class A Note Interest due and accrued for the related Interest
Period;



 


		(4)	fourth, for distribution to the Noteholders pursuant to Section 8.2(b) of the Indenture, the First Allocation of Principal,
if any;



 


		(5)	fifth, to the Noteholders of the Class B Notes, the Accrued Class B Note Interest due and accrued for the related Interest
Period;



 


		(6)	sixth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Second Allocation
of Principal, if any;



 



    
	 	15	Sale and Servicing Agreement (ACMAT 2022-1)




     


    




		(7)	seventh, to the Noteholders of Class C Notes, the Accrued Class C Note Interest due and accrued for the related Interest Period;



 


		(8)	eighth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Third Allocation
of Principal, if any;



 


		(9)	ninth, to the Noteholders of Class D Notes, the Accrued Class D Note Interest due and accrued for the related Interest Period;



 


		(10)	tenth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Fourth Allocation
of Principal, if any;



 


		(11)	eleventh, to the Reserve Account, any additional amounts required to cause the amount of cash on deposit in the Reserve Account
to equal the Specified Reserve Account Balance;



 


		(12)	twelfth, for distribution to the Noteholders in accordance with Section 8.2(b)
of the Indenture, the Regular Allocation of Principal, if any;



 


		(13)	thirteenth, pro rata, based on amounts due, to the Indenture Trustee, the Owner Trustee, the Backup Servicer, the Certificate
Registrar, the Paying Agent and the Calculation Agent, any accrued and unpaid fees, expenses and indemnification amounts payable to them
pursuant to clause first but not paid thereunder due to the limit on indemnity and expenses specified therein; and



 


		(14)	fourteenth, to the Certificateholders, pro rata based on the Percentage Interest of each Certificateholder, any funds remaining.



 


Notwithstanding any other provision of this Section 4.4,
following the occurrence and during the continuation of an Event of Default which has resulted in an acceleration of the Notes, the Indenture
Trustee shall apply all amounts on deposit in the Collection Account pursuant to Section 5.4(b) of the Indenture notwithstanding
any caps on indemnities or expenses.


 


(b)              
After the payment in full of the Notes and all other amounts payable under Section 4.4(a), all Collections shall be
paid to or in accordance with the instructions provided from time to time by the Certificateholders.


 


SECTION
4.5           
Net Deposits. The Servicer shall be permitted to pay the Optional Purchase Price pursuant to Section 8.1
net of amounts to be distributed to the Servicer or its Affiliates on the related Redemption Date, and accounts between the Servicer and
such Affiliates shall be adjusted accordingly. The Servicer shall, however, account for all deposits and distributions in the Monthly
Data File (and the Calculation Agent shall account for all deposits and all distributions in the related Investor Report) as if the amounts
were deposited and/or distributed separately.


 



    
	 	16	Sale and Servicing Agreement (ACMAT 2022-1)




     


    




SECTION
4.6           
Statements to Noteholders and Certificateholders. On or before each Investor Reporting Date, the Calculation
Agent shall provide to the Indenture Trustee (with a copy to the Rating Agency, the Owner Trustee, the Servicer, the Backup Servicer and
the Issuer), and on or before the related Payment Date, the Indenture Trustee shall forward (or make available on its website, as described
below) to each Noteholder and Certificateholder of record as of the most recent Record Date, a statement (based on information contained
in the Monthly Data File delivered on or before the related Determination Date pursuant to Section 3.8) setting forth for the Collection
Period and Payment Date relating to such Determination Date the following information (or such other substantially similar information)
(such report, the “Investor Report”):


 


(a)              
the aggregate amount being paid on such Payment Date in respect of interest on and principal of each Class of Notes;


 


(b)              
the Class A Note Balance, the Class B Note Balance, the Class C Note Balance and the Class D Note Balance with respect to each
Class of Notes, in each case after giving effect to payments on such Payment Date;


 


(c)              
the First Allocation of Principal, the Second Allocation of Principal, the Third Allocation of Principal, the Fourth Allocation
of Principal and the Regular Allocation of Principal for such Payment Date;


 


(d)              
(i) the amount on deposit in the Reserve Account and the Specified Reserve Account Balance, each as of the beginning and end of
the related Collection Period, (ii) the amount to be deposited in the Reserve Account in respect of such Payment Date, if any, (iii) the
Reserve Account Draw Amount, if any, to be withdrawn from the Reserve Account on such Payment Date and (iv) the balance on deposit in
the Reserve Account on such Payment Date after giving effect to withdrawals therefrom and deposits thereto in respect of such Payment
Date;


 


(e)              
the Pool Balance, the Pool Factor and the Note Factor as of the close of business on the last day of the preceding Collection Period;


 


(f)               
the amount of the Servicing Fee to be paid to the Servicer with respect to the related Collection Period and the amount of any
unpaid Servicing Fees and the change in such amount from the prior Payment Date;


 


(g)              
the amount of fees to be paid to the Indenture Trustee, the Paying Agent, the Backup Servicer, the Owner Trustee, the Certificate
Registrar and the Calculation Agent with respect to the related Payment Date and the amount of any unpaid fees to such parties and any
changes in such amount from the prior Payment Date;


 


(h)              
the amount of the Class A Noteholders’ Interest Carryover Shortfall, the Class B Noteholders’ Interest Carryover Shortfall,
the Class C Noteholders’ Interest Carryover Shortfall and the Class D Noteholders’ Interest Carryover Shortfall, if any, on
such Payment Date;


 


(i)                
the aggregate Repurchase Price with respect to Repurchased Receivables paid by the Servicer or America’s Car Mart with respect
to the related Collection Period;


 



    
	 	17	Sale and Servicing Agreement (ACMAT 2022-1)




     


    




(j)                
the number, dollar amount and percentage of Receivables that are 31-60, 61-90 and over 90 days delinquent as of the end of the
related Collection Period; provided, however, that the Servicer may, in its sole discretion, provide the information set
forth in this clause (j) in 30-day increments beginning with 30-59 days delinquent in lieu of the foregoing increments.; and


 


(k)              
the dollar amount and percentage of Receivables that are subject to deferrals and extensions as of the end of the related Collection
Period .


 


Each amount set forth pursuant to clause (a) or
(h) above relating to the Notes shall be expressed as a dollar amount per $1,000 of the aggregate principal amount of the Notes
(or Class thereof).


 


No disbursements shall be made directly by the Servicer to a Noteholder,
and the Servicer shall not be required to maintain any investor record relating to the posting of disbursements or otherwise.


 


The Indenture Trustee shall make available via
the Indenture Trustee’s internet website all reports or notices required to be provided by the Indenture Trustee under the Transaction
Documents to which it is a party, including under this Section 4.5. Any information that is disseminated in accordance with the
provisions of this Section 4.5 shall not be required to be disseminated in any other form or manner. The Indenture Trustee will
make no representation or warranty as to the accuracy or completeness of such documents and will assume no responsibility therefor.


 


The Indenture Trustee’s internet website
shall be initially located at “www.wilmingtontrustconnect.com” or at such other address as shall be specified by the Indenture
Trustee from time to time in writing to the Noteholders, the Owner Trustee, the Servicer, the Issuer, the Backup Servicer, the Certificate
Registrar or any Paying Agent. In connection with providing access to the Indenture Trustee’s internet website, the Indenture Trustee
may require registration and the acceptance of a disclaimer. The Indenture Trustee shall not be liable for the dissemination of information
in accordance with this Agreement. The Indenture Trustee shall notify the Noteholders in writing of any changes in the address or means
of access to the Internet website where the reports are accessible.


 


SECTION
4.7           
No Duty to Confirm. The Calculation Agent shall have no duty or obligation to verify or confirm the accuracy
of any of the information or numbers set forth in the Monthly Data File delivered by the Servicer pursuant to Section 3.8 hereof,
and the Calculation Agent shall be fully protected in relying upon such Monthly Data File. The Indenture Trustee shall have no duty or
obligation to verify or confirm the accuracy of any of the information or numbers set forth in the Investor Report delivered by the Calculation
Agent to the Indenture Trustee, and the Indenture Trustee shall be fully protected in relying upon such Investor Report.


 



    
	 	18	Sale and Servicing Agreement (ACMAT 2022-1)




     


    




ARTICLE
V



THE SELLER


 


SECTION
5.1           
Representations and Warranties of Seller. The Seller makes the following representations and warranties as of
the Closing Date on which the Issuer will be deemed to have relied in acquiring the Transferred Assets. The representations and warranties
speak as of the execution and delivery of this Agreement and will survive the conveyance of the Transferred Assets to the Issuer and the
pledge thereof by the Issuer to the Indenture Trustee pursuant to the Indenture:


 


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


 


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


 


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


 


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


 



    
	 	19	Sale and Servicing Agreement (ACMAT 2022-1)




     


    




(e)              
Lien Filings. The Seller is not aware of any material judgment, ERISA or tax lien filings against the Seller.


 


(f)               
No Proceedings. There are no actions, orders, suits, investigations or Proceedings pending or, to the knowledge of the Seller,
threatened against the Seller before or by any Governmental Authority that (i) assert the invalidity or unenforceability of this Agreement
or any of the other Transaction Documents, (ii) seek to prevent the issuance of the Notes or the consummation of any of the transactions
contemplated by this Agreement or any of the other Transaction Documents, (iii) seek any determination or ruling that would materially
and adversely affect the performance by the Seller of its obligations under this Agreement or any of the other Transaction Documents or
the collectability or enforceability of the Receivables, or (iv) relate to the Seller that would materially and adversely affect the federal
or Applicable Tax State income, excise, franchise or similar tax attributes of the Notes.


 


(g)              
Investment Company Act. The Seller is not an “investment company” that is registered or required to be registered
under, or otherwise subject to the restrictions of the Investment Company Act of 1940, as amended.


 


(h)              
Assignment. The Receivables and the other Transferred Assets have been validly assigned by the Seller to the Issuer.


 


(i)                
Security Interests. The Seller has not authorized the filing of and is not aware of any financing statements against the
Seller that include a description of collateral covering any Receivable other than any financing statement relating to security interests
granted under the Transaction Documents or that have been or, prior to the assignment of such Receivables hereunder, will be terminated,
amended or released. This Agreement creates a valid and continuing security interest in the Receivables (other than the Related Security
with respect thereto, to the extent that an ownership interest therein cannot be perfected by the filing of a financing statement) in
favor of the Issuer which security interest is prior to all other Liens (other than Permitted Liens) and is enforceable as such against
all other creditors of and purchasers and assignees from the Seller.


 


(j)                
Creation, Perfection and Priority of Security Interests. The representations and warranties regarding creation, perfection
and priority of security interests in the Transferred Assets, which are attached to this Agreement as Exhibit B, are true and correct.


 


SECTION
5.2           
Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the
obligations specifically undertaken by the Seller under this Agreement, and hereby agrees to the following:


 


(a)              
The Seller shall indemnify, defend, and hold harmless the Issuer, the Backup Servicer (including in its capacity as Successor Servicer),
the Paying Agent, the Calculation Agent, the Owner Trustee (including in its individual capacity) and the Indenture Trustee (including
in its individual capacity) from and against any loss, liability or expense (including reasonable attorneys’ fees and expenses and
court costs and any losses incurred in connection with a successful defense, in whole or part, of any claim that the Backup Servicer,
the Paying Agent, the Calculation Agent or Indenture Trustee breached its standard of care and legal fees and expenses incurred in actions
against the indemnifying party) incurred by reason of the Seller’s violation of federal or State securities laws in connection with
the registration or the sale of the Notes.


 



    
	 	20	Sale and Servicing Agreement (ACMAT 2022-1)




     


    




(b)              
Indemnification under this Section 5.2 will survive the resignation or removal of the Owner Trustee, the Backup Servicer
(including in its capacity as Successor Servicer), the Calculation Agent, the Paying Agent or the Indenture Trustee and the termination
of this Agreement and will include, without limitation, reasonable fees and expenses of counsel and expenses of litigation including those
incurred in connection with the enforcement of such party’s respective rights (including indemnification rights) under the Transaction
Documents. If the Seller has made any indemnity payments pursuant to this Section 5.2 and the Person to or on behalf of whom such
payments are made thereafter collects any of such amounts from others, such Person will promptly repay such amounts to the Seller, without
interest.


 


(c)              
The Seller’s obligations under this Section 5.2 are obligations solely of the Seller and will not constitute a claim
against the Seller to the extent that the Seller does not have funds sufficient to make payment of such obligations. In furtherance of
and not in derogation of the foregoing, the Issuer, the Servicer, the Indenture Trustee, the Backup Servicer, the Calculation Agent, the
Paying Agent and the Owner Trustee, by entering into or accepting this Agreement, acknowledge and agree that they have no right, title
or interest in or to the Other Assets of the Seller. To the extent that, notwithstanding the agreements and provisions contained in the
preceding sentence, the Issuer, the Servicer, the Indenture Trustee, the Backup Servicer, the Calculation Agent, the Paying Agent or the
Owner Trustee either (i) asserts an interest or claim to, or benefit from, Other Assets, or (ii) is deemed to have any such interest,
claim to, or benefit in or from Other Assets, whether by operation of law, legal process, pursuant to applicable provisions of insolvency
laws or otherwise (including by virtue of Section 1111(b) of the Bankruptcy Code or any successor provision having similar effect under
the Bankruptcy Code), then the Issuer, the Servicer, the Indenture Trustee, the Backup Servicer, the Calculation Agent, the Paying Agent
or the Owner Trustee, as applicable, further acknowledges and agrees that any such interest, claim or benefit in or from Other Assets
is and will be expressly subordinated to the indefeasible payment in full of the other obligations and liabilities, which, under the terms
of the relevant documents relating to the securitization or conveyance of such Other Assets, are entitled to be paid from, entitled to
the benefits of, or otherwise secured by such Other Assets (whether or not any such entitlement or security interest is legally perfected
or otherwise entitled to a priority of distributions or application under applicable law, including insolvency laws, and whether or not
asserted against the Seller), including the payment of post-petition interest on such other obligations and liabilities. This subordination
agreement will be deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code. The Issuer, the Servicer,
the Indenture Trustee, the Backup Servicer, the Calculation Agent, the Paying Agent and the Owner Trustee each further acknowledges and
agrees that no adequate remedy at law exists for a breach of this Section 5.2(c) and the terms of this Section 5.2(c) may
be enforced by an action for specific performance. The provisions of this Section 5.2(c) will be for the benefit of those entitled
to rely thereon and will survive the termination or assignment of this Agreement and the resignation or removal of any indemnified party.


 



    
	 	21	Sale and Servicing Agreement (ACMAT 2022-1)




     


    




SECTION
5.3           
Merger or Consolidation of, or Assumption of the Obligations of, Seller. Any entity (i) into which the Seller
may be merged or converted or with which it may be consolidated, to which it may sell or transfer its business and assets as a whole or
substantially as a whole or any entity resulting from any merger, sale, transfer, conversion or consolidation to which the Seller shall
be a party, or any entity succeeding to the business of the Seller or (ii) more than 50% of the voting stock or voting power and
50% or more of the economic equity of which is owned directly or indirectly by America’s Car-Mart, Inc. and which executes an agreement
of assumption to perform every obligation of the Seller under this agreement, shall be the successor to the Seller under this Agreement,
in each case, without the execution or filing of any additional paper or any further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding. Within thirty days following the consummation of any of the foregoing transactions in which the
Seller is not the surviving entity, the Seller shall deliver to the Indenture Trustee an Opinion of Counsel either (A) stating that, in
the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed
that are necessary to preserve and protect the interest of the Issuer in the Receivables and the other Transferred Assets or (B) stating
that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest.


 


SECTION
5.4           
Limitation on Liability of Seller and Others. The Seller and any officer or employee or agent of the Seller may
rely in good faith on the advice of counsel or on any document of any kind, prima facie properly executed and submitted by any Person
respecting any matters arising hereunder. The Seller will not be under any obligation to appear in, prosecute or defend any legal action
that is not incidental to its obligations under this Agreement and that in its opinion may involve it in any expense or liability.


 


SECTION
5.5           
Seller May Own Notes. The Seller, and any Affiliate of the Seller, may in its individual or any other capacity
become the owner or pledgee of Notes with the same rights as it would have if it were not the Seller or an Affiliate thereof, except as
otherwise expressly provided herein or in the other Transaction Documents. Except as set forth herein or in the other Transaction Documents,
Notes so owned by the Seller or any such Affiliate will have an equal and proportionate benefit under the provisions of this Agreement
and the other Transaction Documents, without preference, priority, or distinction as among all of the Notes. Unless all Notes are owned
by the Issuer, the Seller, any Certificateholder, the Servicer, the Administrator or any of their respective Affiliates, any Notes owned
by the Issuer, the Seller, any Certificateholder, the Servicer, the Administrator or any of their respective Affiliates shall be disregarded
with respect to the determination of any request, demand, authorization, direction, notice, consent, vote or waiver hereunder or under
any other Transaction Document; provided that, in determining whether the Indenture Trustee shall be protected in relying upon
any such request, demand, authorization, direction, notice, consent, vote or waiver, only Notes that a Responsible Officer of the Indenture
Trustee knows to be so owned shall be so disregarded.


 


SECTION
5.6           
Compliance with Organizational Documents. The Seller shall comply in all material respects with its limited liability
company agreement and other organizational documents.


 



    
	 	22	Sale and Servicing Agreement (ACMAT 2022-1)




     


    




ARTICLE
VI



THE SERVICER


 


SECTION
6.1           
Representations of Servicer. The Servicer makes the following representations and warranties as of the Closing
Date, on which the Issuer will be deemed to have relied in acquiring the Transferred Assets. The representations and warranties speak
as of the execution and delivery of this Agreement and will survive the conveyance of the Transferred Assets to the Issuer and the pledge
thereof by the Issuer to the Indenture Trustee pursuant to the Indenture:


 


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


 


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


 


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


 


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


 



    
	 	23	Sale and Servicing Agreement (ACMAT 2022-1)




     


    




(e)              
No Proceedings. There are no actions, suits, investigations or Proceedings pending or, to the knowledge of the Servicer,
threatened against the Servicer before or by any Governmental Authority that (i) assert the invalidity or unenforceability of this Agreement
or any of the other Transaction Documents, (ii) seek to prevent the issuance of the Notes or the consummation of any of the transactions
contemplated by this Agreement or any of the other Transaction Documents, (iii) seek any determination or ruling that would materially
and adversely affect the performance by the Servicer of its obligations under this Agreement or any of the other Transaction Documents
or (iv) relate to the Servicer that would materially and adversely affect the federal or Applicable Tax State income, excise, franchise
or similar tax attributes of the Notes.


 


SECTION
6.2           
Indemnities of Servicer. The Initial Servicer and the Issuer will be liable in accordance herewith only to the
extent of the obligations specifically undertaken by the Servicer and the Issuer, respectively, under this Agreement, and hereby agree
to the following:


 


(a)              
The Initial Servicer will defend, indemnify and hold harmless the Issuer, the Backup Servicer (including in its capacity as Successor
Servicer), the Owner Trustee (including in its individual capacity), the Indenture Trustee (including in its individual capacity) and
the Seller from and against any and all costs, expenses (including reasonable attorneys’ fees and expenses and court costs and any
losses incurred in connection with a successful defense, in whole or part, of any claim that the Backup Servicer, the Paying Agent or
the Indenture Trustee breached its standard of care and legal fees and expenses incurred in actions against the indemnifying party), losses,
damages, claims and liabilities, arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof
or any sub-contractor hired by the Initial Servicer or such Affiliate of a Financed Vehicle.


 


(b)              
The Issuer, the Backup Servicer (including in its capacity as Successor Servicer), the Owner Trustee (including in its individual
capacity), the Paying Agent (including in its individual capacity) and the Indenture Trustee (including in its individual capacity) shall
be indemnified, defended and held harmless from and against any taxes that may at any time be asserted against any such Person with respect
to the transactions contemplated herein or in the other Transaction Documents, if any, including, without limitation, any sales, gross
receipts, general corporation, tangible personal property, privilege, or license taxes (but, in the case of the Issuer, not including
any taxes asserted with respect to, and as of the date of, the conveyance of the Receivables to the Issuer or the issuance and original
sales of the Notes, or asserted with respect to ownership of the Receivables, or federal or other Applicable Tax State income taxes arising
out of the transactions contemplated by this Agreement and the other Transaction Documents) and costs and expenses in defending against
the same. For the avoidance of doubt, the Initial Servicer will not indemnify for any costs, expenses, losses, claims, damages or liabilities
due to the credit risk of the Obligors and for which reimbursement would constitute recourse for uncollectible Receivables. Amounts payable
pursuant to this Section 6.2(b) shall be payable (i) to the Indenture Trustee, the Backup Servicer, the Paying Agent and the Owner
Trustee pursuant to Section 4.4(a) hereof or Section 5.4(b) of the Indenture, as applicable (to the extent of Available
Funds available therefor), and, to the extent not paid thereunder, by the Servicer, and (ii) to the Issuer by the Servicer.


 



    
	 	24	Sale and Servicing Agreement (ACMAT 2022-1)




     


    




(c)              
The Initial Servicer will indemnify, defend and hold harmless the Issuer, the Backup Servicer (including in its capacity as Successor
Servicer), the Paying Agent (including in its individual capacity), the Owner Trustee (including in its individual capacity), the Indenture
Trustee (including in its individual capacity) and the Seller from and against any and all costs, expenses, losses, claims, damages, and
liabilities to the extent that such cost, expense, loss, claim, damage, or liability arose out of, or was imposed upon any such Person
through, the negligence, willful misfeasance, or bad faith (other than errors in judgment) of the Servicer in the performance of its duties
under this Agreement or any other Transaction Document to which it is a party, or by reason of its failure to perform its obligations
or of reckless disregard of its obligations and duties under this Agreement or any other Transaction Document to which it is a party;
provided, however, that the Servicer will not indemnify for any costs, expenses, losses, claims, damages or liabilities
arising from its breach of any covenant for which the purchase of the affected Receivables is specified as the sole remedy pursuant to
Section 3.6.


 


(d)              
The Issuer or, if applicable, the Initial Servicer will compensate and indemnify the Backup Servicer (including in its capacity
as Successor Servicer), the Calculation Agent (including in its individual capacity), the Paying Agent (including in its individual capacity),
the Indenture Trustee (including in its individual capacity) and the Owner Trustee (including in its individual capacity) to the extent
and subject to the conditions set forth in Section 6.7 of the Indenture and Section 8.2 of the Trust Agreement, as applicable,
except, with respect to the Backup Servicer, to the extent that any cost, expense, loss, claim, damage or liability arises out of or is
incurred in connection with the performance by the Backup Servicer of the duties of a successor Servicer hereunder.


 


(e)              
Indemnification under this Section 6.2 by America’s Car Mart (or any successor thereto pursuant to Section 7.1)
as Servicer, with respect to the period such Person was the Servicer, will survive the termination or assignment of such Person as Servicer
or a resignation by such Person as Servicer as well as the termination or assignment of this Agreement or the resignation or removal of
the Owner Trustee, the Backup Servicer, the Paying Agent or the Indenture Trustee and will include reasonable fees and expenses of counsel
and expenses of litigation. If either the Issuer or the Servicer has made any indemnity payments pursuant to this Section 6.2 and
the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person will promptly
repay such amounts to such party, without interest.


 


SECTION
6.3           
Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any entity (i) into which the Servicer
may be merged or converted or with which it may be consolidated, to which it may sell or transfer its business and assets as a whole or
substantially as a whole or any entity resulting from any merger, sale, transfer, conversion, conveyance or consolidation to which the
Servicer shall be a party, or any entity succeeding to the business of the Servicer or (ii) of which more than 50% of the voting stock
or voting power and 50% or more of the economic equity is owned directly or indirectly by America’s Car-Mart, Inc. and which executes
an agreement of assumption to perform every obligation of the Servicer under this Agreement, shall be the successor to the Servicer under
this Agreement, in each case, without the execution or filing of any paper or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding.SECTION 6.4Limitation on Liability
of Servicer and Others.(a)Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer will be
under any liability to the Issuer, the Indenture Trustee, the Owner Trustee, the Noteholders or the Certificateholders, except as provided
under this Agreement or the other Transaction Documents, for any action taken or for refraining from the taking of any action pursuant
to this Agreement or for errors in judgment; provided, however, that this provision will not protect the Servicer or any such Person against
any liability that would otherwise be imposed by reason of willful misfeasance or bad faith in the performance of duties or by reason
of its failure to perform its obligations or of reckless disregard of obligations and duties under this Agreement, or by reason of negligence
in the performance of its duties under this Agreement (except for errors in judgment). The Servicer and any director, officer or employee
or agent of the Servicer may rely in good faith on any Opinion of Counsel or on any Officer’s Certificate of the Seller or certificate
of auditors believed to be genuine and to have been signed by the proper party in respect of any matters arising under this Agreement.(b)Except
as provided in this Agreement, the Servicer will not be under any obligation to appear in, prosecute, or defend any legal action that
is not incidental to its duties to service the Receivables in accordance with this Agreement, and that in its opinion may involve it in
any expense or liability; provided, however, that the Servicer may undertake any reasonable action that it may deem necessary
or desirable in respect of this Agreement and the rights and duties of the parties to this Agreement and the interests of the Noteholders
and the Certificateholders under this Agreement. In such event, the legal expenses and costs of such action and any liability resulting
therefrom will be expenses, costs and liabilities of the Servicer. Notwithstanding the foregoing, if the Initial Servicer has been replaced
as Servicer hereunder, any expenses or fees payable by the Servicer pursuant to this clause (b) shall be reimbursable by the Issuer in
accordance with Section 4.4(a) of this Agreement or Section 5.4(b) of the Indenture, as applicable.


 



    
	 	25	Sale and Servicing Agreement (ACMAT 2022-1)




     


    




SECTION
6.5           
Delegation of Duties. The Servicer and any Successor Servicer may, at any time without notice or consent, delegate
(a) any or all of its duties (including, without limitation, its duties as custodian) under the Transaction Documents to any of its Affiliates
or (b) specific duties (including, without limitation, its duties as custodian) to sub-contractors who are in the business of performing
such duties; provided, that no such delegation shall relieve the Servicer of its responsibility with respect to such duties and
the Servicer shall remain obligated and liable to the Issuer and the Indenture Trustee for its duties hereunder as if the Servicer alone
were performing such duties. For any servicing activities delegated to third parties in accordance with this Section 6.5, the Servicer
shall follow such policies and procedures to monitor the performance of such third parties and compliance with such servicing activities
as the Servicer follows with respect to comparable motor vehicle receivables serviced by the Servicer for its own account.


 


SECTION
6.6           
America’s Car Mart Servicing Not to Resign as Servicer. Subject to the provisions of Sections 6.3
and 6.5, America’s Car Mart will not resign from the obligations and duties hereby imposed on it as Servicer under this Agreement
except upon determination that the performance of its duties under this Agreement is no longer permissible under applicable law. Notice
of any such determination permitting the resignation of America’s Car Mart will be communicated to the Issuer, the Backup Servicer
and the Indenture Trustee at the earliest practicable time (and, if such communication is not in writing, will be confirmed in writing
at the earliest practicable time) and any such determination will be evidenced by an Opinion of Counsel to such effect delivered to the
Issuer and the Indenture Trustee concurrently with or promptly after such notice. No such resignation will become effective until the
Backup Servicer as successor Servicer or another successor Servicer has assumed the responsibilities and obligations of the Servicer (except
such responsibilities and obligations as are applicable only to the Initial Servicer).


 



    
	 	26	Sale and Servicing Agreement (ACMAT 2022-1)




     


    




SECTION
6.7           
Servicer May Own Notes. The Servicer, and any Affiliate of the Servicer, may, in its individual or any other
capacity, become the owner or pledgee of Notes with the same rights as it would have if it were not the Servicer or an Affiliate thereof,
except as otherwise expressly provided herein or in the other Transaction Documents. Except as set forth herein or in the other Transaction
Documents, Notes so owned by or pledged to the Servicer or such Affiliate will have an equal and proportionate benefit under the provisions
of this Agreement, without preference, priority or distinction as among all of the Notes.


 


ARTICLE
VII



TERMINATION OF SERVICER


 


SECTION
7.1           
Termination and Replacement of Servicer.


 


(a)              
If a Servicer Replacement Event shall have occurred and be continuing, the Indenture Trustee shall, at the direction of the Noteholders
representing at least a majority of the Note Balance of the Controlling Class, by notice given to the Servicer (a “Servicer Termination
Notice”), the Owner Trustee, the Backup Servicer, the Issuer, the Administrator, the Rating Agency and the Noteholders, terminate
the rights and obligations of the Servicer under this Agreement with respect to the Receivables. In the event the Servicer is removed
or resigns as Servicer with respect to servicing the Receivables, the Indenture Trustee shall notify the Backup Servicer of such event
and the Backup Servicer shall appoint a Successor Servicer pursuant to the Backup Serving Agreement. The Backup Servicer may appoint a
Successor Servicer in accordance with the Backup Servicing Agreement or delegate any or all of its duties to any subcontractor or subservicer,
in each case, without the consent of the Noteholders or any other party. Subject to Section 7.1(d) of this Agreement, upon the
Servicer’s receipt of notice of termination, such Servicer will continue to perform its functions as Servicer under this Agreement
only until the date specified in such termination notice or, if no such date is specified in such termination notice, until receipt of
such notice.


 


(b)              
Noteholders holding not less than a majority of the Note Balance of the Controlling Class (or, if no Notes are Outstanding, the
Majority Certificateholders) may waive any Servicer Replacement Event. Upon any such waiver, such Servicer Replacement Event shall cease
to exist and be deemed not to have occurred, and any Servicer Replacement Event arising therefrom shall be deemed not to have occurred
for every purpose of this Agreement, but no such waiver shall extend to any prior, subsequent or other Servicer Replacement Event or impair
any right consequent thereto.


 


(c)              
If replaced, the Servicer agrees that it will comply with its obligations under the Backup Servicing Agreement with respect to
the transition of servicing.


 



    
	 	27	Sale and Servicing Agreement (ACMAT 2022-1)




     


    




(d)              
Upon the effectiveness of the assumption by the Person appointed by the Backup Servicer of its duties pursuant to this Section
7.1 and in accordance with the Backup Servicing Agreement, such Person shall be the successor in all respects to the Servicer in its
capacity as Servicer under this Agreement with respect to the Receivables, and shall be subject to all the responsibilities, duties and
liabilities relating thereto and subject to the limitations set forth in the Backup Servicing Agreement and this Agreement, except with
respect to the obligations of the predecessor Servicer that survive its termination as Servicer, including indemnification obligations
as set forth in Section 6.2(e). In such event, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered
to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments,
and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such termination and replacement of
the Servicer, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. No Servicer shall
resign or be relieved of its duties under this Agreement, as Servicer of the Receivables, until a newly appointed Servicer for the Receivables
shall have assumed the responsibilities and obligations of the resigning or terminated Servicer under this Agreement. The Indenture Trustee,
subject to the prior consent of the Noteholders holding not less than a majority of the Note Balance of the Outstanding Notes, voting
together as a single Class, by Act of such Holders delivered to the Issuer and Indenture Trustee, shall have the right to agree to compensation
of a successor servicer in excess of that permitted under the Transaction Documents. Notwithstanding anything else herein to the contrary,
in no event shall the Indenture Trustee be liable for any Servicing Fee or for any differential in the amount of the Servicing Fee paid
hereunder and the amount necessary to induce the Backup Servicer or any other successor Servicer to act as successor Servicer under this
Agreement and the transactions set forth or provided for herein.


 


(e)              
Any successor Servicer shall be an established institution whose regular business includes the servicing of comparable motor vehicle
receivables.


 


(f)               
For so long as Wilmington Trust, National Association is the Backup Servicer, all rights, benefits, protections, immunities and
indemnities afforded to the Indenture Trustee under the Indenture shall be applicable to the Backup Servicer, mutatis mutandis.


 


SECTION
7.2           
Notification to Noteholders. Upon any termination of, or appointment of a successor to, the Servicer pursuant
to this Article VII, the Indenture Trustee will give prompt written notice thereof to the Backup Servicer, the Owner Trustee, the Issuer,
the Administrator and to the Noteholders and the Certificateholders at their respective addresses of record.


 


SECTION
7.3           
Limitation of Liability of Successor Servicer.


 







(a)              
The Successor Servicer shall be liable hereunder only to the extent
of the obligations in Article II, Article III, Section 4.2 and Article VI in this Agreement (as modified hereby) and shall have no other
duties or obligations under any other Transaction Document other than as provided in clause (d) below. Notwithstanding anything contained
in this Agreement, the Successor Servicer (including the Backup Servicer, if the Backup Servicer becomes the Successor Servicer) shall
have (i) no liability with respect to any obligation which was required to be performed by the predecessor Servicer or any subservicer
prior to the date that such Successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction
of any predecessor Servicer, (ii) no obligation to perform any repurchase,






    
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reimbursement or advancing obligations, if any,
of the Servicer or any subservicer (including, without limitation the repurchase obligations under Section 3.6), (iii) no obligation
to pay any taxes required to be paid by the Servicer, (iv) no obligation to pay any of the expenses described in Sections 3.1(b), the
fees, expenses or indemnities of the Indenture Trustee, Owner Trustee or Administrator in Section 3.10, the expenses described in Section
6.3(b) and no obligation to pay any of the fees and expenses of any other party involved in this transaction, (v) no liability or
obligation with respect to any Servicer indemnification, defense, or hold harmless obligations of any prior servicer including the original
servicer. and (vi) no obligation with respect to the Exchange Act Filings in Section 3.11. The indemnification obligations of a Successor
Servicer are expressly limited to those instances of gross negligence or willful misconduct of such Successor Servicer.Other than
the duties specifically set forth in this Agreement, the Backup Servicer shall have no obligations hereunder, including, to supervise,
verify, monitor or administer the performance of the Servicer or any subservicer thereof, except, if at all, in its capacity as Successor
Servicer.  The Backup Servicer shall have no liability for any actions taken or omitted by the Servicer or any subservicer thereof,
except, in its capacity, if at all, as Successor Servicer. Without limiting the generality of the foregoing, if a Successor Servicer
is appointed, the duties and obligations of the Servicer contained herein and in each of the other Transaction Documents shall be deemed
modified as follows: (i) any provision providing that the Servicer shall take or omit to take any action, or shall have any obligation
to do or not do any other thing, upon its “knowledge” (or any derivation thereof), “discovery” (or any derivation
thereof) or awareness (or any derivation thereof) shall be interpreted as the actual knowledge of a Responsible Officer of such Successor
Servicer or such Responsible Officer’s receipt of a written notice thereof, (ii) such Successor Servicer shall not be liable for
any claims, liabilities or expenses relating to the engagement of any accountants or any report issued in connection with such engagement
and dissemination of any such report of any accountants appointed by it (except to the extent that any such claims, liabilities or expenses
are caused by such Successor Servicer’s gross negligence or willful misconduct) pursuant to the provisions of any Transaction Document,
and the dissemination of such report shall, if applicable, be subject to the consent of such accountants, and (iii) such Successor Servicer
shall have no obligation to provide investment direction pursuant to any Transaction Document requiring investment direction from the
Servicer.No Successor Servicer will be responsible for delays attributable to
any predecessor Servicer’s failure to deliver information, defects in the information supplied by such predecessor Servicer or other
circumstances beyond the reasonable control of such Successor Servicer. In addition, a Successor Servicer shall have no responsibility
and shall not be in default hereunder or incur any liability for any act or omission, failure, error, malfunction or any delay in carrying
out any of its duties under this Agreement for: (A) any such failure or delay which results from such Successor Servicer acting in
accordance with information prepared or supplied by a Person other than the Successor Servicer or the failure of any such other Person
(including without limitation the parties hereto) or any other Transaction Document to prepare or provide such information or other circumstances
beyond the reasonable control of such Successor Servicer; (B) any act or failure to act by any third party, including without limitation
the parties hereto or any other Transaction Document; (C) any inaccuracy or omission in a notice or communication received by such
Successor Servicer from any third parties; (D) the invalidity or unenforceability of any Receivable and the Receivable Files under
applicable law; (E) the breach or inaccuracy of any representation or warranty made by America’s Car-Mart or any predecessor
Servicer with respect to the Receivables and the Receivable Files; or (F) the acts or omissions of any


 



    
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predecessor Servicer.The Servicer shall perform all
of its duties as Servicer as specifically enumerated herein and shall make deposits of Collections into the Collection Account pursuant
to Section 8.2(a) of the Indenture. Additionally, the initial Servicer (i) shall provide written instruction to the Indenture Trustee
regarding financing statements and file (or cause to be filed) financing statements pursuant to Sections 3.5 and 3.7 of the Indenture,
(ii) shall exercise the powers necessary to cause the Issuer to engage in the activities listed in Section 2.3 of the Amended and Restated
Trust Agreement, (iii) may, but shall not be obligated to, give investment directions to the Indenture Trustee pursuant to Section 8.3
of the Indenture, (iv) shall perform the duties of the Servicer as enumerated in the Custody Agreement and (v) shall perform the duties
of the Servicer as enumerated in the Electronic Collateral Control Agreement; provided, however, that no Successor Servicer shall have
any duty or obligation with respect the performance of the duties and obligations listed in this sentence. Reliance on Work Product.
Notwithstanding anything contained in the Agreement to the contrary, any Successor Servicer is authorized to accept and rely on all of
the accounting, records (including computer records) and work of the prior Servicer (collectively, the “Predecessor Servicer Work
Product”) without any audit or other examination thereof, and such Successor Servicer shall have no duty, responsibility, obligation
or liability for the acts and omissions of the prior Servicer. If any error, inaccuracy, omission or incorrect or non-standard practice
or procedure (collectively, “Errors”) exist in any Predecessor Servicer Work Product and such Errors make it materially more
difficult to service or should cause or materially contribute to the Successor Servicer making or continuing any Errors (collectively,
“Continued Errors”), the Successor Servicer shall have no duty, responsibility, obligation or liability for such Continued
Errors; provided, however, that the Successor Servicer agrees to use its best efforts to prevent further Continued Errors. In the event
that the Successor Servicer becomes aware of Errors or Continued Errors, it shall, with the prior consent of the Noteholders representing
66 2/3% of the Outstanding Notes, use its best efforts to reconstruct and reconcile such data as is commercially reasonable to correct
such Errors and Continued Errors and to prevent future Continued Errors. The Successor Servicer shall be entitled to recover its costs
thereby expended in accordance with Section 4.4 hereof. Initial Servicer’s Agent. The initial Servicer shall
appoint any Successor Servicer as the initial Servicer’s agent to execute, file, prepare, or record documents and otherwise perform
on the initial Servicer’s behalf and in the initial Servicer’s name all actions reasonably necessary for the Successor Servicer
to perform its duties defined herein. The initial Servicer shall appoint the Successor Servicer as the initial Servicer’s attorney-in-fact
to act in the name of the initial Servicer to perform the duties of Servicer. Upon such Successor Servicer’s request, the initial
Servicer shall execute and deliver to the Successor Servicer a revocable and limited power of attorney to further authorize the Successor
Servicer to perform its duties.



Clean-up call


 


SECTION
8.1           
Clean-Up Call by Servicer. The Servicer shall have the right at its option (the “Clean-Up Call”)
to purchase (and/or to designate one or more other persons to purchase) the Receivables, the Receivable Files and the Related Security
(other than the Reserve Account) from the Issuer on any Payment Date if both of the following conditions are satisfied: (i) as of the
last day of the related Collection Period, the Note Balance has declined to 10% or less of the Note Balance as of the Closing Date, and
(ii) the sum of the Optional Purchase Price and the Available Funds for such Payment Date would be sufficient to pay the sum of (A) the
Servicing Fee for such Payment Date and all unpaid Servicing Fees with respect to prior periods, (B) all fees, expenses and indemnities
owed to the Indenture Trustee, the Backup Servicer, the Calculation Agent, the Certificate Registrar and the Owner Trustee and not previously
paid (without giving effect to any caps), (C) interest then due on the Outstanding Notes and (D) the aggregate unpaid Note Balance of
all of the Outstanding Notes. To exercise the Clean-Up Call, the Servicer (or its designee) shall deposit the Optional Purchase Price
into the Collection Account on the Redemption Date. To avoid insufficient funds being available to make all payments as set forth in Section
4.4(a) in full, the Indenture Trustee shall, upon written directions from the Servicer (or its designee), withdraw any remaining amount
on deposit in the Reserve Account and deposit such amounts into the Collection Account no later than 12:00 noon, New York City time, on
the Business Day prior to the date of the Clean-Up Call. The Servicer shall furnish written notice of its election to exercise the Optional
Purchase to the Indenture Trustee and the Owner Trustee not later than ten days prior to the date of the Optional Purchase. If the Servicer
(or its designee) exercises the Optional Purchase, all Outstanding Notes shall be due and payable under the Indenture and the Notes shall
be redeemed and in each case in whole but not in part on the related Payment Date for the Redemption Price. Following any such Optional
Purchase, any funds remaining in the Reserve Account will be distributed to or at the direction of the Servicer.


 



    
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ARTICLE
IX



MISCELLANEOUS PROVISIONS


 


SECTION
9.1           
Amendment.


 


(a)              
Any term or provision of this Agreement may be amended by the Seller and the Servicer, without the consent of the Indenture Trustee,
any Noteholder, the Issuer, the Backup Servicer, the Paying Agent, the Owner Trustee or any other Person subject to the satisfaction of
one of the following conditions:


 


(i)                
the Seller or the Servicer delivers an Opinion of Counsel or Officer’s Certificate to the Indenture Trustee to the effect
that such amendment will not materially and adversely affect the interests of the Noteholders; or


 


(ii)             
the Rating Agency Condition is satisfied with respect to such amendment and the Seller or the Servicer notifies the Indenture Trustee
in writing that the Rating Agency Condition is satisfied with respect to such amendment.


 


(b)              
This Agreement (including Appendix A) may also be amended from time to time by the Seller, the Servicer and the Indenture
Trustee (when so directed by an Issuer Request), with the consent of the Holders of Notes evidencing not less than a majority of the aggregate
Note Balance of the Controlling Class, for the purpose of adding any provisions to or changing in any manner or eliminating any of the
provisions of this Agreement or of modifying in any manner the rights of the Noteholders; provided, that no such amendment shall
(i) reduce the interest rate or principal amount of any Note or change or delay the Final Scheduled Payment Date of any Note without the
consent of the Holder of such Note or (ii) reduce the percentage of the aggregate outstanding principal amount of the Outstanding Notes,
the consent of which is required to consent to any matter without the consent of the Holders of at least the percentage of the Note Balance
which was required to consent to such matter before giving effect to such amendment. It will not be necessary for the consent of Noteholders
to approve the particular form of any proposed amendment or consent, but it will be sufficient if such consent approves the substance
thereof. The manner of obtaining such consents (and any other consents of Noteholders provided for in this Agreement) and of evidencing
the authorization of the execution thereof by Noteholders will be subject to such reasonable requirements as the Indenture Trustee may
prescribe, including the establishment of record dates pursuant to the Depository Agreement.


 



    
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(c)              
Any term or provision of this Agreement (including Appendix A) may also be amended from time to time by the Seller and the
Servicer, for the purpose of conforming the terms of this Agreement to the description thereof in the Offering Memorandum without the
consent of the Indenture Trustee, any Noteholder, the Issuer, the Backup Servicer, the Owner Trustee or any other Person; provided,
however, that the Seller and the Servicer shall provide written notification of the substance of such amendment to the Indenture
Trustee, the Backup Servicer, the Issuer and the Owner Trustee and promptly after the execution of any such amendment, the Seller and
the Servicer shall furnish a copy of any such amendment to the Indenture Trustee, the Backup Servicer, the Issuer and the Owner Trustee.


 


(d)              
Prior to the execution of any amendment or consent pursuant to this Section 9.1, the Servicer shall provide written notification
of the substance of such amendment to the Rating Agency and the Owner Trustee; and promptly after the execution of any such amendment,
or consent the Servicer shall furnish a copy of such amendment or consent to the Rating Agency, the Owner Trustee, the Backup Servicer,
the Calculation Agent, the Paying Agent and the Indenture Trustee; provided, notwithstanding anything herein to the contrary, that
no amendment pursuant to this Section 9.1 shall be effective which affects the rights, protections, immunities, indemnities or
duties of the Indenture Trustee, the Backup Servicer, the Calculation Agent, the Paying Agent or the Owner Trustee without the prior written
consent of such Person (which consent shall not be unreasonably withheld or delayed).


 


(e)              
Prior to the execution of any amendment to this Agreement, the Owner Trustee, the Backup Servicer and the Indenture Trustee shall
be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or
permitted by this Agreement and that all conditions precedent to the execution and delivery of such amendment have been satisfied. The
Owner Trustee, the Backup Servicer, the Paying Agent, the Calculation Agent and the Indenture Trustee may, but shall not be obligated
to, enter into or execute on behalf of the Issuer, any such amendment which adversely affects the Owner Trustee’s, the Backup Servicer’s,
the Paying Agent’s, the Calculation Agent’s or the Indenture Trustee’s, as applicable, own rights, protections, immunities,
indemnities or duties under this Agreement.


 


(f)               
Notwithstanding subsections (a) and (b) of this Section 9.1, this Agreement may only be amended by the Seller
and the Servicer if (i) the Majority Certificateholders consent to such amendment or (ii) such amendment shall not, as evidenced by an
Officer’s Certificate of the Seller or the Servicer or an Opinion of Counsel delivered to the Indenture Trustee and the Owner Trustee,
materially and adversely affect the interests of the Certificateholders.


 



    
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SECTION
9.2           
Protection of Title.


 


(a)              
The Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation and other
financing statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest
of the Issuer and the Indenture Trustee under this Agreement in the Purchased Assets (to the extent that the interest of the Issuer or
the Indenture Trustee therein can be perfected by the filing of a financing statement). The Seller shall deliver (or cause to be delivered)
to the Issuer file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such
filing.


 


(b)              
The Seller shall notify the Issuer in writing within ten (10) days following the occurrence of (i) any change in the Seller’s
organizational structure as a limited liability company and (ii) any change in the Seller’s name. The Seller shall take all action
prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it
is not possible to take such action in advance) reasonably necessary to amend all previously filed financing statements or continuation
statements described in paragraph (a) above to maintain perfection of the Issuer in the Receivables and shall have delivered to
the Indenture Trustee within thirty (30) days after such change an Opinion of Counsel either (A) stating that, in the opinion of such
counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to
preserve and protect the interest of the Issuer in the Receivables or (B) stating that, in the opinion of such counsel, no such action
shall be necessary to preserve and protect such interest.


 


(c)              
The Seller shall give the Issuer and the Indenture Trustee at least five days’ prior written notice of any change of location
of the Seller for purposes of Section 9-307 of the UCC and shall have taken all action prior to making such change (or shall have made
arrangements to take such action substantially simultaneously with such change, if it is not practicable to take such action in advance)
reasonably necessary or advisable to amend all previously filed financing statements or continuation statements described in paragraph
(a) above.


 


(d)              
The Servicer shall maintain (or cause its subservicer to maintain) in accordance with its Customary Servicing Practices accounts
and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status
of such Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between
payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account in
respect of such Receivable.


 


(e)              
The Servicer shall maintain (or shall cause its subservicer to maintain)its computer systems so that, from time to time after the
conveyance under this Agreement of the Receivables, the master computer records (including any backup archives) that refer to a Receivable
shall indicate clearly the interest of the Issuer in such Receivable and that such Receivable is owned by the Issuer (or its assignee)
and has been pledged to the Indenture Trustee on behalf of the Noteholders pursuant to the Indenture. Indication of the Issuer’s
and the Indenture Trustee’s interest in a Receivable shall not be deleted from or modified on such computer systems until, and only
until, the related Receivable shall have been paid in full or repurchased.


 



    
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(f)               
If at any time the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle
receivables to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or
other transferee computer tapes, records or printouts (including any restored from backup archives) that, if they shall refer in any manner
whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Issuer (or its assignee) and
has been pledged to the Indenture Trustee on behalf of the Noteholders.


 


SECTION
9.3           
Other Liens or Interests. Except for the conveyances and grants of security interests pursuant to this Agreement
and the other Transaction Documents, the Seller shall not sell, pledge, assign or transfer the Receivables or other property transferred
to the Issuer to any other Person, or grant, create, incur, assume or suffer to exist any Lien (other than Permitted Liens) on any interest
therein, and the Seller shall defend the right, title and interest of the Issuer (or its assignee) in, to and under such Receivables and
other property transferred to the Issuer against all claims of third parties claiming through or under the Seller.


 


SECTION
9.4           
Transfers Intended as Sale; Security Interest.


 


(a)              
Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete
and absolute sales, transfers, assignments, contributions and conveyances without recourse rather than pledges or assignments of only
a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Receivables
and related Transferred Assets shall not be part of the Seller’s estate in the event of a bankruptcy or insolvency of the Seller.
The sales and transfers by the Seller of Receivables and related Transferred Assets hereunder are and shall be without recourse to, or
representation or warranty (express or implied) by, the Seller, except as otherwise specifically provided herein. The limited rights of
recourse specified herein against the Seller are intended to provide a remedy for breach of representations and warranties relating to
the condition of the property sold, rather than to the collectability of the Receivables.


 


(b)              
Notwithstanding the foregoing, in the event that the Receivables and other Transferred Assets are held to be property of the Seller,
or if for any reason this Agreement is held or deemed to create indebtedness or a security interest in the Receivables and other Transferred
Assets, then it is intended that:


 


		(i)	This Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York UCC and the UCC of
any other applicable jurisdiction;



 


		(ii)	The conveyance provided for in Section 2.1 shall be deemed to be a grant by the Seller of, and the Seller hereby grants to
the Issuer, a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned
or hereafter acquired, in and to the Receivables and other Transferred Assets, to secure such indebtedness and the performance of the
obligations of the Seller hereunder;



 



    
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		(iii)	The possession by the Issuer or the Servicer as the Issuer’s agent, of the Receivable Files and any other property that constitute
instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession
by the purchaser or a person designated by such purchaser, for purposes of perfecting the security interest pursuant to the New York UCC
and the UCC of any other applicable jurisdiction; and



 


		(iv)	Notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property,
shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents, as applicable, of the Issuer
for the purpose of perfecting such security interest under applicable law.



 


SECTION
9.5           
Information Requests. The parties hereto shall provide any information reasonably requested by the Servicer,
the Issuer, the Seller or any of their Affiliates, in order to comply with or obtain more favorable treatment under any current or future
law, rule, regulation, accounting rule or principle.


 


SECTION
9.6           
Notices, Etc. All demands, notices and communications hereunder shall be in writing and shall be delivered or
mailed by registered or certified first-class United States mail, postage prepaid, hand delivery, prepaid courier service or by electronic
transmission, and addressed in each case as set forth on Schedule I hereto or at such other address as shall be designated
by any of the specified addressees in a written notice to the other parties hereto. Any notice required or permitted to be mailed to a
Noteholder shall be given by first class mail, postage prepaid, at the address of such Noteholder as shown in the Note Register. Delivery
shall occur only upon receipt or reported tender of such communication by an officer of the recipient entitled to receive such notices
located at the address of such recipient for notices hereunder; provided, however, that any notice to a Noteholder mailed
within the time and manner prescribed in this Agreement shall be conclusively presumed to have been duly given, whether or not the Noteholder
shall receive such notice.


 


SECTION
9.7           
Choice of Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL, SUBSTANTIVE
LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAW, OTHER THAN SECTIONS 5-1401 AND 5-1402
OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE
WITH SUCH LAWS.


 


SECTION
9.8           
Headings. The article and section headings hereof have been inserted for convenience only and shall not be
construed to affect the meaning, construction or effect of this Agreement.


 



    
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SECTION
9.9           
Counterparts and Electronic Signature. This Agreement shall be valid, binding, and enforceable against a party
only when executed by an authorized individual on behalf of the party by means of (i) an electronic signature that complies with the federal
Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act, and/or any other
relevant electronic signatures law, in each case to the extent applicable; (ii) an original manual signature; or (iii) a faxed, scanned,
or photocopied manual signature. Each electronic signature or faxed, scanned, or photocopied manual signature shall for all purposes have
the same validity, legal effect, and admissibility in evidence as an original manual signature. Each party hereto shall be entitled to
conclusively rely upon, and shall have no liability with respect to, any electronic signature or faxed, scanned, or photocopied manual
signature of any other party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof.
This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall,
together, constitute only one instrument.  Notwithstanding the foregoing, with respect to any notice provided for in this Agreement
or any instrument required or permitted to be delivered hereunder, any party hereto receiving or relying upon such notice or instrument
shall be entitled to request execution thereof by original manual signature as a condition to the effectiveness thereof.


 


SECTION
9.10        Waivers.
No failure or delay on the part of the Servicer, the Seller, the Issuer or the Indenture Trustee in exercising any power or right hereunder
(to the extent such Person has any power or right hereunder) shall operate as a waiver thereof, nor shall any single or partial exercise
of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or
demand on any party hereto in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval
by any party hereto under this Agreement shall, except as may otherwise be stated in such waiver or approval, be applicable to subsequent
transactions. No waiver or approval under this Agreement shall require any similar or dissimilar waiver or approval thereafter to be granted
hereunder.


 


SECTION
9.11        Entire
Agreement. The Transaction Documents contain a final and complete integration of all prior expressions by the parties hereto with
respect to the subject matter thereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter
thereof, superseding all prior oral or written understandings. There are no unwritten agreements among the parties with respect to the
transactions described in the Transaction Documents.


 


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


 


SECTION
9.13        Binding
Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted
assigns. This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms, and
shall remain in full force and effect until such time as the parties hereto shall agree.


 



    
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SECTION
9.14        Acknowledgment
and Agreement. By execution below, the Seller expressly acknowledges and consents to the pledge, assignment and Grant of a security
interest in the Receivables, the other Transferred Assets and the Issuer’s rights under this Agreement by the Issuer to the Indenture
Trustee pursuant to the Indenture for the benefit of the Noteholders. In addition, the Seller hereby acknowledges and agrees that for
so long as the Notes are outstanding, the Indenture Trustee will have the right to exercise all powers, privileges and claims of the Issuer
under this Agreement in the event that the Issuer shall fail to exercise the same.


 


SECTION
9.15        Cumulative
Remedies. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.


 


SECTION
9.16        Nonpetition
Covenant. Each party hereto agrees that, prior to the date which is one year and one day after payment in full of all obligations
of each Bankruptcy Remote Party in respect of all securities issued by any Bankruptcy Remote Party (i) such party hereto shall not authorize
any Bankruptcy Remote Party to commence a voluntary winding-up or other voluntary case or other Proceeding seeking liquidation, reorganization
or other relief with respect to such Bankruptcy Remote Party or its debts under any bankruptcy, insolvency or other similar law now or
hereafter in effect in any jurisdiction or seeking the appointment of an administrator, a trustee, receiver, liquidator, custodian or
other similar official with respect to such Bankruptcy Remote Party or any substantial part of its property or to consent to any such
relief or to the appointment of or taking possession by any such official in an involuntary case or other Proceeding commenced against
such Bankruptcy Remote Party, or to make a general assignment for the benefit of, its creditors generally, any party hereto or any other
creditor of such Bankruptcy Remote Party, and (ii) such party shall not commence, join with any other Person in commencing or institute
with any other Person, any Proceeding against such Bankruptcy Remote Party under any bankruptcy, reorganization, liquidation or insolvency
law or statute now or hereafter in effect in any jurisdiction; provided, however, that the foregoing shall not prevent the
Owner Trustee from filing a proof of claim in any such Proceeding. This Section shall survive the termination of this Agreement.


 


SECTION
9.17        Submission
to Jurisdiction; Waiver of Jury Trial. Each of the parties hereto hereby irrevocably and unconditionally:


 


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


 


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


 



    
	 	37	Sale and Servicing Agreement (ACMAT 2022-1)




     


    




(c)              
agrees that service of process in any such Proceeding may be effected by mailing a copy thereof by registered or certified mail
(or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 9.6
of this Agreement;


 


(d)              
agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit
the right to sue in any other jurisdiction; and


 


(e)              
to the extent permitted by applicable law, each party hereto irrevocably waives all right of trial by jury in any Proceeding
or counterclaim based on, or arising out of, under or in connection with this Agreement, any other Transaction Document, or any matter
arising hereunder or thereunder. 


 


SECTION
9.18        Limitation
of Liability.


 


(a)              
It is expressly understood and agreed by the parties that (a) this document is executed and delivered by BNY Mellon Trust of Delaware,
not individually or personally, but solely as Owner Trustee of the Issuer, in the exercise of the powers and authority conferred and vested
in it pursuant to the Trust Agreement, (b) each of the representations, warranties, covenants, undertakings and agreements herein made
on the part of the Issuer is made and intended not as personal representations, warranties, covenants undertakings and agreements by BNY
Mellon Trust of Delaware, but is made and intended for the purpose of binding only the Issuer, (c) nothing herein contained shall be construed
as creating any liability on BNY Mellon Trust of Delaware, individually or personally, to perform any covenant either expressed or implied
contained herein, all such liability, if any, being expressly waived by the parties hereto and by any person claiming by, through or under
the parties hereto, (d) BNY Mellon Trust of Delaware has made no investigation as to the accuracy or completeness of any representations
or warranties made by the Owner Trustee or the Issuer in this Agreement and (e) under no circumstances shall BNY Mellon Trust of Delaware,
be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation,
representation, warranty or covenant made or undertaken by the Issuer under this Agreement or under the Notes or any of the other Transaction
Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely
to the assets of the Issuer.


 


(b)              
Notwithstanding anything contained herein to the contrary, this Agreement has been executed and delivered by Wilmington Trust,
National Association, not in its individual capacity but solely as Indenture Trustee and Paying Agent, respectively, and in no event shall
it have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer under the Notes or
any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which
recourse shall be had solely to the assets of the Issuer; provided that the Indenture Trustee shall be responsible for its actions
as Indenture Trustee hereunder and under the Indenture. Under no circumstances shall the Indenture Trustee or the Paying Agent be personally
liable for the payment of any indebtedness or expense of the Issuer or be liable for the breach or failure of any obligations, representation,
warranty or covenant made or undertaken by the Issuer under the Transaction Documents. For the purposes of this Agreement, in the performance
of its duties or obligations hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions
of Article VI of the Indenture.


 



    
	 	38	Sale and Servicing Agreement (ACMAT 2022-1)




     


    




SECTION
9.19        Third-Party
Beneficiaries. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors
and permitted assigns and BNY Mellon Trust of Delaware, in its individual capacity and as Owner Trustee shall be an express third-party
beneficiary hereof and may enforce the provisions hereof as if it were a party hereto. Except as otherwise provided in this Section, no
other Person will have any right hereunder.


 


SECTION
9.20        Information
to Be Provided by the Indenture Trustee. The Indenture Trustee shall, to the extent the Indenture Trustee has received any repurchase
or replacement request with respect to any Receivable, no later than the fifth Business Day after the last day of each calendar month,
provide notice to the Seller and America’s Car Mart (each, a “Car-Mart Party” and, collectively, the “Car-Mart
Parties”), in a form to be mutually agreed upon by America’s Car Mart and the Indenture Trustee, of (i) all demands communicated
to a Responsible Officer of the Indenture Trustee for the repurchase or replacement of any Receivable for breach of the representations
and warranties concerning such Receivable and (ii) any actions taken by the Indenture Trustee with respect to such demand communicated
to the Indenture Trustee in respect of any Receivables. In addition, the Indenture Trustee shall, upon written request of either Car-Mart
Party, at any time such Car-Mart Party reasonably feels necessary, provide notification to the Car-Mart Parties with respect to any actions
taken by the Indenture Trustee as soon as practicable and in any event within five Business Days of receipt of such request.


 


[SIGNATURES FOLLOW]


 


 


 


 


 






    
	 	39	Sale and Servicing Agreement (ACMAT 2022-1)




     


    

 


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


 


	 	ACM FUNDING, LLC, as Seller
	 	 	 
	 	 	 
		By:	________________________________

Name:

Title:



 


 


 


 


 


 


 


 


 


 






    
	 	S-1	Sale and Servicing Agreement (ACMAT 2022-1)




     


    

 


	 	ACM AUTO TRUST 2022-1, as Issuer
	 	 	 
	 	By: 	BNY Mellon Trust of Delaware, not in its individual capacity but solely as Owner Trustee
	 	 	 
	 	 	 
		By:	________________________________

Name:

Title:



 


 





 


 


 


 


 


 



    
	 	S-2	Sale and Servicing Agreement (ACMAT 2022-1)




     


    

	 	AMERICA’S CAR MART, INC., as
Servicer
	 	 	 
	 	 	 
		By:	________________________________

Name:

Title:



 


 


 











 


 


 


 


 


 






    
	 	S-3	Sale and Servicing Agreement (ACMAT 2022-1)




     


    

	 	WILMINGTON TRUST, NATIONAL ASSOCIATION,
not in its individual capacity but solely as Indenture Trustee, Backup Servicer, Paying Agent and Calculation Agent
	 	 	 
	 	 	 
		By:	________________________________

Name:

Title:



 


 


 


 


 


 


 





 


 



    
	 	S-4	Sale and Servicing Agreement (ACMAT 2022-1)




     


    

SCHEDULE I


 


NOTICE ADDRESSES


 


If to the Issuer:


 


ACM Auto Trust 2022-1


c/o BNY Mellon Trust of Delaware

301 Bellevue Parkway, 3rd Floor


Wilmington, Delaware 19809


Attention: Corporate Trust Administration


 


with copies to the Administrator and the Indenture Trustee


 


If to the Sponsor, the Servicer or the Administrator:


 


America’s Car Mart, Inc.


1805 N 2nd St, Suite 401


Rogers, Arkansas 72756


Telephone: (479) 464-9444


Attention: Brett Papasan


 


If to the Seller or the Depositor:


 


ACM Funding, LLC


1805 N 2nd St, Suite 401


Rogers, Arkansas 72756


Telephone: (479) 464-9444


Attention: Brett Papasan


 


If to Colonial:


 


Colonial Auto Finance, Inc.


1805 N 2nd St, Suite 401


Rogers, Arkansas 72756


Telephone: (479) 464-9444


Attention: Brett Papasan


 


If to the Indenture Trustee, Backup Servicer, Paying Agent, Calculation
Agent or Certificate Registrar:


 


Wilmington Trust, National Association


Rodney Square North


1100 North Market Street


Wilmington, Delaware 19890-0001


Attention: Corporate Trust Administration – ACMAT 2022-1


 



    
	 	I-1	Schedule I to
 Sale and Servicing Agreement





     


    




If to the Owner Trustee:


 


BNY Mellon Trust of Delaware


301 Bellevue Parkway, 3rd Floor


Wilmington, Delaware 19809


Attention: Corporate Trust Administration


 


 


If to KBRA:


 


Kroll Bond Rating Agency, LLC


805 Third Avenue, 29th floor


New York, New York 10022


Email: abssurveillance@kbra.com


Attention: ABS Surveillance


 


 


 


 


 


 






    
	 	I-2	Schedule I to
 Sale and Servicing Agreement





     


    

 


EXHIBIT A


 


FORM OF ASSIGNMENT PURSUANT TO SALE AND SERVICING
AGREEMENT



[_____], 2022


 


For value received, in accordance
with the Sale and Servicing Agreement (the “Agreement”), dated as of April 27, 2022, by and between ACM Auto Trust
2022-1, a Delaware statutory trust (the “Issuer”), ACM Funding, LLC, a Delaware limited liability company (the “Seller”),
America’s Car Mart, Inc., an Arkansas corporation (“America’s Car Mart”) and Wilmington Trust, National
Association, a national banking association, as indenture trustee, as backup servicer, as paying agent and as calculation agent, on the
terms and subject to the conditions set forth in the Agreement, the Seller does hereby irrevocably sell, transfer, assign and otherwise
convey to the Issuer on the Closing Date, without recourse (subject to the obligations in the Agreement) all right, title and interest
of the Seller, whether now owned or hereafter acquired, in, to and under the Receivables set forth on the schedule of Receivables delivered
by the Seller to the Issuer on the date hereof, the Collections after the Cut-Off Date, the Receivable Files and the Related Security
relating thereto, together with all of the Seller’s rights under the Purchase Agreement and all proceeds of the foregoing, which
sale shall be effective as of the Cut-Off Date.


 


The foregoing sale does not
constitute and is not intended to result in an assumption by the Issuer of any obligation of the Seller to the Obligors, the Originators,
insurers or any other Person in connection with the Receivables or the other assets and properties conveyed hereunder or any agreement,
document or instrument related thereto.


 


This assignment is made pursuant
to and upon the representations, warranties and agreements on the part of the undersigned contained in the Agreement and is governed by
the Agreement.


 


Capitalized terms used herein
and not otherwise defined shall have the meaning assigned to them in the Agreement.


 


[Remainder of page intentionally left blank.]


 


 


 


 






    
	 	A-1	Exhibit A to
 Sale and Servicing Agreement





     


    

 


 


IN WITNESS HEREOF, the undersigned
has caused this assignment to be duly executed as of the date first above written.


 


	 	ACM FUNDING, LLC
	 	 	 
	 	 	 
		By:	________________________________

Name:

Title:



 


 


 


 


 


 


 


 






    
	 	A-2	Exhibit A to
 Sale and Servicing Agreement





     


    

 


EXHIBIT B


 


PERFECTION REPRESENTATIONS, WARRANTIES AND
COVENANTS


 


In addition to the representations, warranties
and covenants contained in the Agreement, the Seller hereby represents, warrants, and covenants to the Issuer and the Indenture Trustee
as follows on the Closing Date:


 


General


 


1.                 
The Sale and Servicing Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Receivables
and the other Transferred Assets in favor of the Issuer, which security interest is prior to all other Liens, and is enforceable as such
as against creditors of and purchasers from the Seller.


 


2.                 
The Receivables constitute “tangible chattel paper,” “accounts,” “instruments” or “general
intangibles,” within the meaning of the UCC.


 


3.                 
Each Receivable is secured by a first priority validly perfected security interest in the related Financed Vehicle in favor of
the Originator (or its assignee), as secured party, or all necessary actions with respect to such Receivable have been taken or will be
taken to perfect a first priority security interest in the related Financed Vehicle in favor of the Originator (or its assignee), as secured
party.


 


Creation


 


4.                 
Immediately prior to the sale, transfer, assignment and conveyance of a Receivable by the Seller to the Issuer, the Seller owned
and had good and marketable title to such Receivable free and clear of any Lien created by Colonial (except any Lien which will be released
prior to assignment of such Receivable under the Sale and Servicing Agreement), and immediately after the sale, transfer, assignment and
conveyance of such Receivable to the Issuer, the Issuer will have good and marketable title to such Receivable free and clear of any Lien
created by Colonial (other than Permitted Liens).


 


5.                 
The Seller has received all consents and approvals to the sale of the Receivables hereunder to the Issuer required by the terms
of the Receivables that constitute instruments.


 


Perfection


 


6.                 
The Seller has caused or will have caused, within ten days after the effective date of the Sale and Servicing Agreement, the filing
of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to
perfect the sale of the Receivables from the Seller to Issuer, and the security interest in the Receivables granted to the Issuer hereunder;
and the Servicer, in its capacity as custodian, has in its possession the original copies of such instruments or tangible chattel paper
that constitute or evidence the Receivables, and all financing statements referred to in this paragraph contain a statement that: “A
purchase of or security interest in any collateral described in this financing statement will violate the rights of the Secured Party/Purchaser”.


 



    
	 	B-1	Exhibit B to
 Sale and Servicing Agreement





     


    




7.                 
With respect to Receivables that constitute instruments or tangible chattel paper, either:


 


		(i)	All original executed copies of each such instrument or tangible chattel paper have been delivered to the Indenture Trustee, as pledgee
of the Issuer; or



 


		(ii)	Such instruments or tangible chattel paper are in the possession of the Servicer and the Indenture Trustee has received a written
acknowledgment from the Servicer that the Servicer, in its capacity as custodian, is holding such instruments or tangible chattel paper
solely on behalf and for the benefit of the Indenture Trustee, as pledgee of the Issuer; or



 


		(iii)	The Servicer received possession of such instruments or tangible chattel paper after the Indenture Trustee received a written acknowledgment
from the Servicer that the Servicer is acting solely as agent of the Indenture Trustee, not in its individual capacity but solely as Indenture
Trustee, as pledgee of the Issuer.



 


Priority


 


8.                 
Neither the Seller nor Colonial has authorized the filing of, or is aware of any financing statements against either the Seller
or Colonial that include a description of collateral covering the Receivables other than any financing statement (i) relating to the conveyance
of the Receivables by Colonial to the Seller under the Purchase Agreement, (ii) relating to the conveyance of the Receivables by the Seller
to the Issuer under the Sale and Servicing Agreement, (iii) relating to the security interest granted by the Issuer to the Indenture Trustee
under the Indenture or (iv) that has been terminated.


 


9.                 
Neither the Seller nor Colonial is aware of any material judgment, ERISA or tax lien filings against either the Seller or Colonial.


 


10.             
None of the instruments or tangible chattel paper that constitute or evidence the Receivables has any marks or notations indicating
that they have been pledged, assigned or otherwise conveyed to any Person other than the Seller, the Issuer or the Indenture Trustee.


 


Survival of Perfection Representations


 


11.             
Notwithstanding any other provision of the Sale and Servicing Agreement or any other Transaction Document, the perfection representations,
warranties and covenants contained in this Exhibit B shall be continuing, and remain in full force and effect until such time as
all obligations under the Transaction Documents and the Notes have been finally and fully paid and performed.


 



    
	 	B-2	Exhibit B to
 Sale and Servicing Agreement





     


    




No Waiver


 


12.             
The Seller and the Servicer shall provide the Rating Agency with prompt written notice of any material breach of the perfection
representations, warranties and covenants contained in this Exhibit B, and shall not, without satisfying the Rating Agency Condition,
waive a breach of any of such perfection representations, warranties or covenants.


 


 


 


 


 






    
	 	B-3	Exhibit B to
 Sale and Servicing Agreement





     


    

 


EXHIBIT C


 


Monthly Data File


 


		·	Principal Collections



 


		·	Interest Collections, Recoveries, Fees



 


		·	Repurchase Prices



 


		·	Pool Balance



 


		·	Defaulted Receivables



 


		·	Repurchased Receivables



 


		·	Cram down losses and other principal adjustments



 


		·	Pool Factor



 


		·	Delinquencies (Current, 31-60 Days Delinquent, 61-90 Days Delinquent over 90 Days Delinquent)



 


		·	Losses (Current Period Gross Charge-Off, Current Period Recoveries, Current Period Net Losses, Cumulative Gross Charge-Off, Cumulative
Recoveries, Cumulative Net Losses, Cumulative Gross Charge Offs Percentage, Cumulative Net Loss Percentage)



 


		·	Current Period Deferrals and Extensions



 


		·	Current Period Deferrals and Extensions Percentage



 


 


 


 


	 	C-1	Exhibit C to

Sale and Servicing Agreement