CONTRIBUTION AGREEMENT

Exhibit 10.1

CONTRIBUTION AGREEMENT

dated as of [          ], 20[ ]

Between

DRIVE CONSUMER USA INC.

and

DRIVE AUTO RECEIVABLES LLC

TABLE OF CONTENTS

TABLE OF CONTENTS
(continued)

     THIS CONTRIBUTION AGREEMENT is made and entered into as of [          ], 20[ ] (as amended from time to time, this “ Agreement ”) by DRIVE CONSUMER USA INC., an Illinois corporation (“ Drive Consumer ” or the “ Originator ”), and Drive Auto Receivables LLC, a Delaware limited liability company (the “ Depositor ”).

WITNESSETH:

     WHEREAS, in the regular course of its business, the Originator purchases certain [prime] [non-prime] motor vehicle retail installment sale contracts secured by new and used automobiles, light duty trucks, vans, mini-vans and motorcycles from motor vehicle dealers; and

     WHEREAS, the Originator and the Depositor wish to set forth the terms pursuant to which the Originator’s right, title and interest in and to the Contracts are to be conveyed, transferred, contributed and assigned by the Originator to the Depositor, which Contracts will then be transferred by the Depositor, pursuant to the Sale and Servicing Agreement to Drive Auto Receivables Trust 20[ ]-[ ] (the “ Issuer ”) to be created under the Trust Agreement.

     NOW, THEREFORE, in consideration of the premises and the mutual agreements set forth herein, the parties hereto 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 to the Sale and Servicing Agreement dated as of the date hereof (as from time to time amended, supplemented or otherwise modified and in effect, the “ Sale and Servicing Agreement ”) among the Issuer, Drive Consumer, as servicer, the Depositor, as seller and [          ], as indenture trustee, which also contains rules as to usage that are applicable herein. As used herein, the following terms shall have the following meanings:

     “ Conveyed Assets ” has the meaning specified in Section 2.2 .

     “ Initial Conveyed Assets ” has the meaning specified in Section 2.1 .

     “ Subsequent Conveyed Assets ” has the meaning specified in Section 2.2 .

     SECTION 1.2 Other 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 generally accepted accounting principles; (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” means “including without limitation”; (f) references to any Person include that Person’s successors and assigns; and (g) headings are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof.

ARTICLE II

CONTRIBUTION

     SECTION 2.1 Agreement to Contribute on the Closing Date . On the terms and subject to the conditions set forth in this Agreement, the Originator agrees to transfer, assign, set over, contribute and otherwise convey to the Depositor without recourse (subject to the obligations herein) on the Closing Date all of its right, title and interest in, to and under the Contracts after the Initial Cut-Off Date, the Contract Files and the Related Security relating thereto, whether now owned or hereafter acquired, described in an Assignment substantially in the form of Exhibit A delivered on the Closing Date (collectively, the “ Initial Conveyed Assets ”), which sale shall be effective as of the Initial Cut-Off Date. The transfer, assignment and conveyance made hereunder will not constitute and is not intended to result in an assumption by the Depositor of any obligation of the Originator to the Obligors, the Dealers or any other Person in connection with the Contracts and the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto.

     SECTION 2.2 Agreement to Contribute on the Funding Dates . On the terms and subject to the conditions set forth in this Agreement, the Originator agrees to transfer, assign, set over, contribute and otherwise convey to the Depositor on each Funding Date all of its right, title and interest in, to and under the Contracts after the related Subsequent Cut-Off Date and the Related Security relating thereto, whether now owned of hereafter acquired, described in an Assignment substantially in the form of Exhibit A delivered on such Funding Date (collectively, the “ Subsequent Conveyed Assets ” and, together with the Initial Conveyed Assets, the “ Conveyed Assets ”). The transfer, assignment and conveyance made hereunder will not constitute and is not intended to result in an assumption by the Depositor of any obligation of the Originator to the Obligors, the Dealers or any other Person in connection with the Contracts and the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto.

     SECTION 2.3 Consideration for the Initial Conveyed Assets . In consideration of the contribution of the Initial Conveyed Assets contributed to the Depositor on the Closing Date, the Depositor shall issue membership interests in the Depositor to the Originator representing 100% of the equity interest in the Depositor, such interest to represent the estimated fair market value of the Initial Conveyed Assets on the Closing Date. Notwithstanding the preceding sentence, if such purchase price for the Initial Conveyed Assets exceeds the amount of cash available to the Depositor from the proceeds of the sale of the Notes, then an undivided interest in such Initial Conveyed Assets in an amount equal to such excess shall be deemed to have been contributed to the Depositor by the Originator.

     SECTION 2.4 Consideration and Payment for the Subsequent Conveyed Assets . In consideration of the contribution of the Subsequent Conveyed Assets contributed to the Depositor on each Funding Date, the Depositor shall pay to the Originator on such date an amount equal to the estimated fair market value of the related Subsequent Conveyed Assets on such Funding Date (the “ Purchase Price ”). Notwithstanding the preceding sentence, if the Purchase Price to be paid by the Depositor for such Subsequent Conveyed Assets exceeds the amount of any cash payments paid by the Issuer to the Depositor on such Funding Date for such Subsequent Conveyed Assets, then an undivided interest in such Subsequent Conveyed Assets in an amount equal to such excess shall be deemed to have been contributed to the Depositor by Drive Consumer.

     SECTION 2.5 Conditions to Transfer of Subsequent Contracts . The Originator shall transfer to the Depositor the Subsequent Contracts and the other property and rights related thereto described in Section 2.2 above only upon the satisfaction of each of the following conditions on or prior to the related Funding Date:

     (i) The Originator shall have provided the Indenture Trustee, the Owner Trustee[, the Insurer] and the Rating Agencies with a Notice of Funding Date not later than five days prior to such Funding Date and shall have provided any information reasonably requested by any of the foregoing with respect to the Subsequent Contracts;

     (ii) The Originator shall have delivered to the Owner Trustee and the Indenture Trustee a list of all Subsequent Contracts to be transferred on such Funding Date;

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

     (iv) the Funding Period shall not have terminated;

     (v) after giving effect to any transfer of Subsequent Contracts on a Funding Date, the Contracts transferred to the Depositor pursuant to this Agreement shall meet the following criteria (based on the characteristics of the Initial Contracts on the Initial Cut-Off Date and the Subsequent Contracts on the related Subsequent Cut-Off Dates) as such information is provided to the Indenture Trustee by the Servicer: (A) the weighted average APR of all Contracts transferred to the Depositor shall not be less than [     ]%, unless, with the prior consent of the Rating Agencies [and the Insurer], the Originator increases the related Subsequent Reserve Amount with respect to such Subsequent Contracts [by the amount required by the Insurer]; (B) the weighted average original term to scheduled maturity of the Contracts shall not be greater than [     ] months; (C) the weighted average overall loan-to-value percentage of all of the Contracts shall not be greater than [     ]%; (D) the percentage of Contracts originated and entered into in the

State of Texas shall not exceed [     ]% of the total Contracts in the Trust; and (E) the percentage of Contracts relating to “OverDrive” program shall not be less than [     ]%;

     (vi) each of the representations and warranties made by the Originator pursuant to Schedule I hereto with respect to the Subsequent Contracts to be transferred on such Funding Date shall be true and correct as of the related Funding Date, and the Originator shall have performed all obligations to be performed by it hereunder on or prior to such Funding Date;

     (vii) the Originator shall, at its own expense, on or prior to the Funding Date indicate in its computer files that the Subsequent Contracts have been sold to the Depositor pursuant to this Agreement;

     (viii) the Originator shall have taken any action required to maintain the first priority perfected ownership interest of the Trust in the Trust Estate and the first perfected security interest of the Indenture Trustee in the Collateral;

     (ix) no selection procedures adverse to the interests of the Noteholders [or the Insurer] shall have been utilized in selecting the Subsequent Contracts;

     (x) the addition of any such Subsequent Contracts shall not result in a material adverse tax consequence to the Trust or the Noteholders;

     (xi) [no Insurer Default shall have occurred and be continuing;]

     (xii) [the Insurer, in its absolute and sole discretion, shall have approved the transfer in writing of such Subsequent Contracts to the Depositor and the Insurer shall have been reimbursed for any fees and expenses incurred by the Insurer in connection with the granting of such approval;]

     (xiii) the Originator shall have delivered to [the Insurer,] the Owner Trustee and the Indenture Trustee an Officers’ Certificate confirming the satisfaction of each condition precedent specified in this Section 2.5 ; and

     (xiv) no Subsequent Contract shall have an APR less than [     ]%.

ARTICLE III

REPRESENTATIONS, WARRANTIES AND COVENANTS

     SECTION 3.1 Representations and Warranties of the Originator . The Originator hereby represents and warrants to the Depositor[, the Insurer] and the Trust as of the date hereof with respect to the Initial Conveyed Assets and as of each Funding Date with respect to the related Subsequent Conveyed Assets:

     (a)  Organization, etc . The Originator has been duly organized and is validly existing as a corporation under the laws of the State of Illinois, with power and, authority to own its properties and to conduct its business as such properties are currently owned and such business is

presently conducted, and had at all relevant times, and has power, authority and legal right to acquire and own the Contracts.

     (b)  Power and Authority . The Originator has full power and authority to convey, transfer, contribute and assign the property conveyed and assigned to the Depositor hereunder and has duly authorized such contribution and assignment to the Depositor by all necessary action. This Agreement [and the Insurance Agreement have] has been duly authorized, executed and delivered by the Originator and shall constitute the legal, valid and binding obligations of the Originator except as the same may be limited by insolvency, bankruptcy, reorganization or other laws relating to or affecting the enforcement of creditors’ rights or by general equity principles.

     (c)  No Violation . The consummation of the transactions contemplated by this Agreement [and the Insurance Agreement], and the fulfillment of the terms hereof and thereof, will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under (in each case material to the Originator and its subsidiaries considered as a whole), or result in the creation or imposition of, any lien, charge or encumbrance (in each case material to the Originator and its subsidiaries considered as a whole) upon any of the property or assets of the Originator pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, guarantee, lease financing agreement or similar agreement or instrument under which the Originator is a debtor or guarantor, nor will such action result in any violation of the provisions of the certificate of incorporation or other organizational documents of the Originator.

     (d)  No Proceedings . No legal or governmental proceedings are pending to which the Originator is a party or of which any property of the Originator is the subject, and no such proceedings are threatened or contemplated by governmental authorities or threatened by others, other than such proceedings which will not have a material adverse effect upon the general affairs, financial position, net worth or results of operations (on an annual basis) of the Originator and its subsidiaries considered as a whole and will not materially and adversely affect the performance by the Originator of its obligations under, or the validity and enforceability of this Agreement [or the Insurance Agreement].

     (e)  Principal Place of Business, Jurisdiction of Organization . The principal place of business of the Originator is located in Texas. The Originator is organized under the laws of Illinois as a corporation. “Drive Consumer USA Inc.” is the correct legal name of the Originator indicated on the public records of the Originator’s jurisdiction of organization which shows it to be organized. Prior to December 6, 2006 and for at least the five (5) years preceding such date, the Originator’s correct legal name was Drive Financial Services, LP, a limited partnership formed under the laws of Delaware.

     SECTION 3.2 Representations and Warranties of the Originator as to each Contract . On the date hereof, with respect to the Initial Contracts, or on each Funding Date, with respect to the Subsequent Contracts, the Originator hereby makes the representations and warranties set forth on Schedule I to the Sale and Servicing Agreement to the Depositor as to the Initial Contracts and Subsequent Contracts, as applicable, sold, transferred, assigned, contributed and otherwise conveyed to the Depositor under this Agreement on which such representations and warranties the Depositor relies in acquiring the Contracts. Such representations and warranties speak, with respect to any Contract, as of the applicable Cut-Off Date for such Contract, but shall

survive the sale of such Contracts to the Issuer under the Sale and Servicing Agreement, and the Grant of the Contracts by the Issuer to the Indenture Trustee pursuant to the Indenture. Notwithstanding any statement to the contrary contained herein or in any other Transaction Document, the Originator shall not be required to notify any insurer with respect to any Insurance Policy obtained by an Obligor or to notify any Dealer about any aspect of the transaction contemplated by the Transaction Documents.

     SECTION 3.3 Repurchase upon Breach . Upon discovery by or notice to the Depositor or the Originator of a breach of any of the representations and warranties set forth in Section 3.2 at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer[, the Insurer] or the Noteholders in the Contracts, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other party; provided , that the failure to give such notice shall not affect any obligation of the Originator hereunder. If the Originator does not correct or cure such breach prior to the end of the first full Collection Period after the date the Originator became aware or was notified of such breach, then the Originator shall repurchase any Contract affected by such breach which materially and adversely affects the interests of the Issuer[, the Insurer] or the Noteholders in such Contract from the Depositor on or before such last day. Any such breach or failure will not be deemed to have a material and adverse effect if such breach or failure does not affect the ability of the Depositor (or its assignee) to receive and retain timely payment in full on such Contract. Any such repurchase by the Originator shall be at a price equal to the Repurchase Price. In consideration for such repurchase, the Originator shall make (or shall cause to be made) a payment to the Depositor equal to the Repurchase Price by depositing such amount into the Collection Account prior to noon, New York City time on such Payment Date. Upon payment of such Repurchase Price by the Originator, the Depositor shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary to vest in the Originator or its designee any Contract repurchased pursuant hereto. It is understood and agreed that the obligation of the Originator to repurchase any Contract as described above shall constitute the sole remedy respecting such breach available to the Depositor.

     SECTION 3.4 Protection of Title .

     (a) The Originator shall file such financing statements and cause to be filed such continuation 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 Depositor in the Contracts and in the proceeds thereof. The Originator shall deliver (or cause to be delivered) to the Depositor file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.

     (b) The Originator shall not change its name, identity, State of organization or structure as a corporation in any manner that would, could or might make any financing statement or continuation statement filed by the Originator in accordance with Section 3.4(a) seriously misleading within the meaning of Section 9-506, Section 9-507 and Section 9-508 of the UCC, unless it shall have given the Depositor [and the Insurer] at least five days’ prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements.

     (c) The Originator shall give the Depositor [and the Insurer] at least 60 days’ prior written notice of any relocation for purposes of Section 9-307 of the UCC of its principal executive office or State of organization if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment. The Originator shall at all times maintain each office from which it shall service Contracts and its principal executive office, within the United States (other than Louisiana).

     (d) The Originator shall maintain accounts and records as to each Contract and the related Contract File accurately and in sufficient detail to permit the reader thereof to know at any time the status of such Contract, including payments and recoveries made and payments owing (and the nature of each) and the related Contract File.

     (e) The Originator shall maintain its computer systems so that, from and after the time of contribution hereunder of the Contracts to the Depositor, the Originator’s master computer records (including any back-up archives) that refer to a Contract and the related Contract File shall indicate clearly (including by means of tagging) the interest of the Depositor in such Contract and the related Contract File and that such Contract and the related Contract File is owned by the Depositor.

     (f) Indication of the Depositor’s ownership of any Contract shall be deleted from or modified on the Originator’s computer systems when, and only when, the Contract shall have been paid in full or repurchased or when the Depositor shall give notice that it has conveyed such Contract.

     (g) If at any time the Originator shall propose to sell, grant a security interest in, or otherwise transfer any interest in, automotive receivables to any prospective seller, lender or other transferee, the Originator shall give to such prospective seller, lender or other transferee computer tapes, records or print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Contract or the related Contract File, shall indicate clearly (including by means of tagging) that such Contract and the related Contract File has been sold and is owned by the Depositor.

     (h) The Originator shall permit the Depositor [and the Insurer] and their respective agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Originator’s records regarding any Contract.

     (i) Upon request, the Originator shall furnish to the Depositor[, the Insurer] and the Trust within 20 Business Days, a list of all Contracts (by contract number and name of Obligor) then owned by the Depositor, together with a reconciliation of such list to the Schedule of Contracts.

     (j) In the event the Originator receives any collections, it shall promptly upon receipt, but in no event later than one (1) Business Day from receipt, deposit such payments or proceeds with the Servicer for deposit into the Collection Account in accordance with the Sale and Servicing Agreement.

     SECTION 3.5 Other Liens or Interests . Except for the conveyances hereunder and pursuant to the Sale and Servicing Agreement, the Originator will not sell, pledge, assign or transfer to any other Person, or grant, create, incur, assume or suffer to exist any Lien on any interest therein, and the Originator shall defend the right, title and interest of the Depositor in, to and under such Contracts against all claims of third parties claiming through or under the Originator; provided , however , that the Originator’s obligations under this Section sha