EX-10.5





 Exhibit 10.5 

[SANTANDER] DRIVE AUTO RECEIVABLES TRUST 20[    ]-[     ] 

FORM OF 
 AMENDED AND
RESTATED 
 TRUST AGREEMENT 

between 
 SANTANDER
DRIVE AUTO RECEIVABLES LLC, 
 as the Seller 

and 

[    ], 

as the Owner Trustee 

Dated as of [    ], 20[    ] 

  

					
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 TABLE OF CONTENTS 

 

							
	 	 	 	  	Page	 
	 ARTICLE I DEFINITIONS
	  	 	1	 
			
	 SECTION 1.1.
	 	Capitalized Terms	  	 	1	 
	 SECTION 1.2.
	 	Other Interpretive Provisions	  	 	1	 
		
	 ARTICLE II ORGANIZATION
	  	 	2	 
			
	 SECTION 2.1.
	 	Name	  	 	2	 
	 SECTION 2.2.
	 	Office	  	 	2	 
	 SECTION 2.3.
	 	Purposes and Powers	  	 	2	 
	 SECTION 2.4.
	 	Appointment of the Owner Trustee	  	 	3	 
	 SECTION 2.5.
	 	Initial Capital Contribution of Trust Estate	  	 	3	 
	 SECTION 2.6.
	 	Declaration of Trust	  	 	3	 
	 SECTION 2.7.
	 	Organizational Expenses; Liabilities of the Holders	  	 	4	 
	 SECTION 2.8.
	 	Title to the Trust Estate	  	 	4	 
	 SECTION 2.9.
	 	Representations and Warranties of the Seller	  	 	4	 
	 SECTION 2.10.
	 	Situs of Issuer	  	 	5	 
	 SECTION 2.11.
	 	Covenants of the Certificateholders	  	 	5	 
	 SECTION 2.12.
	 	Federal Income Tax Allocations	  	 	5	 
		
	 ARTICLE III CERTIFICATES AND TRANSFER OF CERTIFICATES
	  	 	6	 
			
	 SECTION 3.1.
	 	Initial Ownership	  	 	6	 
	 SECTION 3.2.
	 	Authorization of the Certificates	  	 	6	 
	 SECTION 3.3.
	 	Book-Entry Certificates	  	 	6	 
	 SECTION 3.4.
	 	Notices to Clearing Agency	  	 	8	 
	 SECTION 3.5.
	 	Definitive Certificates	  	 	8	 
	 SECTION 3.6.
	 	Registration of the Certificates	  	 	10	 
	 SECTION 3.7.
	 	Transfer of the Certificates	  	 	10	 
	 SECTION 3.8.
	 	Appointment of the Certificate Paying Agent	  	 	19	 
	 SECTION 3.9.
	 	Maintenance of Office or Agency	  	 	20	 
	 SECTION 3.10.
	 	Relevant Trustee	  	 	20	 
	 SECTION 3.11.
	 	Statement to Certificateholders	  	 	20	 
		
	 ARTICLE IV ACTIONS BY OWNER TRUSTEE
	  	 	21	 
			
	 SECTION 4.1.
	 	Prior Notice to Certificateholders with Respect to Certain Matters	  	 	21	 
	 SECTION 4.2.
	 	Action by Certificateholders with Respect to Certain Matters	  	 	22	 
	 SECTION 4.3.
	 	Action by Certificateholders with Respect to Bankruptcy	  	 	22	 
	 SECTION 4.4.
	 	Restrictions on Certificateholders’ Power	  	 	22	 
	 SECTION 4.5.
	 	Acts of Certificateholders; Majority Control	  	 	23	 
		
	 ARTICLE V APPLICATION OF TRUST FUNDS; CERTAIN DUTIES
	  	 	23	 
			
	 SECTION 5.1.
	 	Application of Trust Funds	  	 	23	 

  

  
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 TABLE OF CONTENTS 

(continued) 
  

  

							
	 	 	 	  	Page	 
			
	 SECTION 5.2.
	 	Method of Payment	  	 	24	 
	 SECTION 5.3.
	 	Tax Matters	  	 	24	 
	 SECTION 5.4.
	 	Certificate Distribution Account	  	 	25	 
	 SECTION 5.5.
	 	Withholding	  	 	25	 
	 SECTION 5.6.
	 	Preservation of Information; Communications to Certificateholders	  	 	26	 
	 SECTION 5.7.
	 	Rule 144A Information	  	 	27	 
		
	 ARTICLE VI AUTHORITY AND DUTIES OF OWNER TRUSTEE
	  	 	27	 
			
	 SECTION 6.1.
	 	General Authority	  	 	27	 
	 SECTION 6.2.
	 	General Duties	  	 	27	 
	 SECTION 6.3.
	 	Action upon Instruction	  	 	28	 
	 SECTION 6.4.
	 	No Duties Except as Specified in this Agreement or in Instructions	  	 	29	 
	 SECTION 6.5.
	 	No Action Except under Specified Documents or Instructions	  	 	29	 
	 SECTION 6.6.
	 	Restrictions	  	 	29	 
		
	 ARTICLE VII CONCERNING OWNER TRUSTEE
	  	 	30	 
			
	 SECTION 7.1.
	 	Acceptance of Trusts and Duties	  	 	30	 
	 SECTION 7.2.
	 	Furnishing of Documents	  	 	33	 
	 SECTION 7.3.
	 	Notice of Events of Default and Servicer Replacement Event	  	 	33	 
	 SECTION 7.4.
	 	Representations and Warranties	  	 	33	 
	 SECTION 7.5.
	 	Reliance; Advice of Counsel	  	 	33	 
	 SECTION 7.6.
	 	Not Acting in Individual Capacity	  	 	34	 
	 SECTION 7.7.
	 	The Owner Trustee May Own Notes	  	 	35	 
	 SECTION 7.8.
	 	Compliance with Patriot Act	  	 	35	 
		
	 ARTICLE VIII COMPENSATION OF OWNER TRUSTEE
	  	 	36	 
			
	 SECTION 8.1.
	 	The Owner Trustee’s Compensation	  	 	36	 
	 SECTION 8.2.
	 	Indemnification	  	 	36	 
	 SECTION 8.3.
	 	Payments to the Owner Trustee	  	 	37	 
		
	 ARTICLE IX TERMINATION OF TRUST AGREEMENT
	  	 	37	 
			
	 SECTION 9.1.
	 	Dissolution of Issuer	  	 	37	 
	 SECTION 9.2.
	 	Termination of Trust Agreement	  	 	38	 
	 SECTION 9.3.
	 	Limitations on Termination	  	 	38	 
		
	 ARTICLE X SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES
	  	 	39	 
			
	 SECTION 10.1.
	 	Eligibility Requirements for the Owner Trustee	  	 	39	 
	 SECTION 10.2.
	 	Resignation or Removal of the Owner Trustee	  	 	39	 


  
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 TABLE OF CONTENTS 

(continued) 
  


							
	 	 	 	  	Page	 
			
	 SECTION 10.3.
	 	Successor Owner Trustee	  	 	40	 
	 SECTION 10.4.
	 	Merger or Consolidation of the Owner Trustee	  	 	40	 
	 SECTION 10.5.
	 	Appointment of Co-Trustee or Separate Trustee	  	 	41	 
		
	ARTICLE XI MISCELLANEOUS	  	 	42	 
			
	 SECTION 11.1.
	 	Amendments	  	 	42	 
	 SECTION 11.2.
	 	No Legal Title to Trust Estate in Certificateholders	  	 	43	 
	 SECTION 11.3.
	 	Limitations on Rights of Others	  	 	44	 
	 SECTION 11.4.
	 	Notices	  	 	44	 
	 SECTION 11.5.
	 	Severability	  	 	44	 
	 SECTION 11.6.
	 	Separate Counterparts	  	 	44	 
	 SECTION 11.7.
	 	Successors and Assigns	  	 	44	 
	 SECTION 11.8.
	 	No Petition	  	 	44	 
	 SECTION 11.9.
	 	Information Request	  	 	46	 
	 SECTION 11.10.
	 	Headings	  	 	46	 
	 SECTION 11.11.
	 	GOVERNING LAW	  	 	46	 
	 SECTION 11.12.
	 	Waiver of Trial; Submission to Jurisdiction	  	 	46	 
	 SECTION 11.13.
	 	Form 10-D and Form 10-K Filings	  	 	47	 
	 SECTION 11.14.
	 	Form 8-K Filings	  	 	47	 
	 SECTION 11.15.
	 	Information to Be Provided by the Owner Trustee	  	 	47	 
	 SECTION 11.16.
	 	[Limitation of Rights of Swap Counterparty	  	 	48	 
	 SECTION 11.17.
	 	Third-Party Beneficiaries	  	 	48	 

  

			
	 Exhibit A – Form of Certificate

	 Exhibit B – Form of Certificate Investor Representation
Letter

	 Exhibit C – Form of Registration of Certificate Transfer Direction
Letter



  
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 This AMENDED AND RESTATED TRUST AGREEMENT is made as of [ ], 20[ ] (as amended,
supplemented or otherwise modified and in effect from time to time, this “Agreement” or this “Trust Agreement”) between SANTANDER DRIVE AUTO RECEIVABLES LLC, a Delaware limited liability company, as the
Seller (the “Seller”), and [    ], a [    ], as the owner trustee (“[    ]” and in such capacity the “Owner Trustee”). 

RECITALS 
 WHEREAS, the
Seller and the Owner Trustee entered into that certain trust agreement dated as of [    ], 20[    ] (the “Original Trust Agreement”) and filed a certificate of trust with the Secretary of
State of the State of Delaware, pursuant to which the Issuer (as defined below) was created; and 
 WHEREAS, in connection with the issuance
of the Notes, the parties have agreed to amend and restate the Original Trust Agreement; 
 NOW THEREFORE, IN CONSIDERATION of the mutual
agreements herein contained, and of other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows: 

ARTICLE I 
 DEFINITIONS

 SECTION 1.1. Capitalized Terms. Unless otherwise indicated, capitalized terms used in this Agreement 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”) between the Issuer, the Seller, the Servicer, and [
], as Indenture Trustee. 
 SECTION 1.2. Other Interpretive Provisions. All terms defined in this Agreement shall have the defined
meanings when used in any certificate or other document delivered pursuant hereto unless otherwise defined therein. For purposes of this Agreement and all such certificates and other documents, 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 State of Delaware 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 or Exhibit are references to Articles, Sections, Schedules 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) references to any law or regulation refer to
that law or regulation as 

  

					
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amended from time to time and include any successor law or regulation; and (g) references to any Person include that Person’s successors and assigns. 

ARTICLE II 

ORGANIZATION 
 SECTION
2.1. Name. The trust created under the Original Trust Agreement shall be known as “[Santander] Drive Auto Receivables Trust 20[    ]-[    ]” (the “Issuer”), in which name the
Owner Trustee, the Administrator or the Servicer (to the extent set forth in the Transaction Documents) may conduct the business of such trust, make and execute contracts and other instruments on behalf of such trust and sue and be sued. 

SECTION 2.2. Office. The office of the Issuer shall be in care of the Owner Trustee at the Corporate Trust Office or at such other
address as the Owner Trustee may designate by written notice to the Certificateholders, the Seller and the Administrator. 
 SECTION 2.3.
Purposes and Powers. The purpose of the Issuer is, and the Issuer shall have the power and authority, to engage in the following activities: 

(a) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement, and to sell, transfer and
exchange the Notes and the Certificates and to pay interest on and principal of the Notes and to make distributions to the Certificateholders; 

(b) [to enter into and perform its obligations under any interest rate protection agreement or agreements relating to the Notes
between the Issuer and one or more counterparties, including any confirmations, evidencing the transactions thereunder, each of which is an interest rate swap, an interest rate cap, an obligation to enter into any of the foregoing or any combination
of any of the foregoing;] 
 (c) to acquire the property and assets set forth in the Sale and Servicing Agreement from the
Seller pursuant to the terms thereof, to make deposits to and withdrawals from the Collection Account and the Reserve Account and to pay the organizational, start-up and transactional expenses of the Issuer;

 (d) to assign, Grant, transfer, pledge, mortgage and convey the Trust Estate pursuant to the Indenture and to hold, manage
and distribute to the Certificateholders any portion of the Trust Estate released from the lien of, and remitted to the Issuer pursuant to, the Indenture; 

(e) to enter into and perform its obligations under the Transaction Documents to which it is a party; 

(f) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish
the foregoing or are incidental thereto or connected therewith, including entering into an accession agreement; and 

  

					
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 (g) subject to compliance with the Transaction Documents, to engage in such
other activities as may be required in connection with conservation of the Trust Estate and the making of distributions to the Certificateholders and payments to the Noteholders. 

Each of the Owner Trustee and the Administrator, as applicable, is hereby authorized to engage in the foregoing activities on behalf of the Issuer. Neither
the Issuer nor any Person acting on behalf of the Issuer shall engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Transaction Documents. 

SECTION 2.4. Appointment of the Owner Trustee. The Seller hereby appoints the Owner Trustee as trustee of the Issuer effective as of
the date hereof, to have all the rights, powers and duties set forth herein. The Owner Trustee accepts such appointment. 
 SECTION 2.5.
Initial Capital Contribution of Trust Estate. As of the date of the Original Trust Agreement, the Seller sold, assigned, transferred, conveyed and set over to the Owner Trustee the sum of $1. The Owner Trustee hereby acknowledges
receipt in trust from the Seller, as of such date, of the foregoing contribution, which shall constitute the initial Trust Estate and shall be deposited in the Collection Account. 

SECTION 2.6. Declaration of Trust. The Owner Trustee hereby declares that it will hold the Trust Estate in trust upon and subject to
the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Issuer under the Transaction Documents. It is the intention of the parties hereto that the Issuer constitute a statutory trust under
the Statutory Trust Statute and that this Agreement constitute the governing instrument of such statutory trust. It is the intention of the parties hereto that, solely for United States federal income or state and local income, franchise and value
added tax purposes, so long as there is a single beneficial owner of the Certificates, the Issuer will be disregarded as an entity separate from such beneficial owner and the Notes will be characterized as debt. The parties agree that, unless
otherwise required by appropriate tax authorities, the Issuer will not file or cause to be filed annual or other necessary returns, reports or other forms consistent with the characterization of the Issuer as an entity separate from its owner. In
the event that the Issuer is deemed to have more than one beneficial owner for United States federal income tax purposes, the Issuer will file returns, reports and other forms consistent with the characterization of the Issuer as a partnership (that
is not treated as a publicly traded partnership), and this Agreement may be amended to include such provisions as may be required under Subchapter K of the Code. No election will be made by or on behalf of the Issuer to be classified as an
association taxable as a corporation for United States federal income tax purposes. Effective as of the date hereof, the Owner Trustee shall have all rights, powers and duties set forth herein and, to the extent not inconsistent herewith, in the
Statutory Trust Statute with respect to accomplishing the purposes of the Issuer. It is the intention of the parties hereto that except as expressly stated herein, the affairs of the Trust shall be managed by the Administrator pursuant to the
Administration Agreement. The Owner Trustee has heretofore filed the Certificate of Trust with the Secretary of State of the State of Delaware as required by Section 3810(a) of the Statutory Trust Statute, such filing hereby being ratified and
approved in all respects. Notwithstanding anything herein or in the 

  

					
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Statutory Trust Statute to the contrary, it is the intention of the parties hereto that (i) the Issuer constitute a “business trust” within the meaning of Section 101(9)(A)(v)
of the Bankruptcy Code and (ii) the Issuer be and remain a separate legal entity under Delaware law. 
 SECTION 2.7. Organizational
Expenses; Liabilities of the Holders. 
 (a) The Servicer shall pay organizational expenses of the Issuer as they may
arise. 
 (b) No Certificateholder (including the Seller if the Seller becomes a Certificateholder) shall have any personal
liability for any liability or obligation of the Issuer. 
 SECTION 2.8. Title to the Trust Estate. Legal title to all the Trust
Estate shall be vested at all times in the Issuer as a separate legal entity. 
 SECTION 2.9. Representations and Warranties of the
Seller. The Seller hereby represents and warrants to the Owner Trustee that: 
 (a) Existence and Power. The
Seller is a Delaware limited liability company validly existing and in good standing under the laws of the State of Delaware and has, in all material respects, full power and authority required 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 and the Underwriting Agreement. 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 and the Underwriting Agreement. 

(b) Authorization and No Contravention. The execution, delivery and performance by the Seller of each Transaction
Document to which it is a party and the Underwriting Agreement (i) have been duly authorized by all necessary action on the part of the Seller and (ii) do not violate or constitute a default under (A) any applicable law, rule or
regulation, (B) its organizational documents or (C) any material agreement to which the Seller is a party or by which its properties are bound (other than violations of such laws, rules, regulations, organizational instruments, agreements
or documents 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 to which it is a party or the Underwriting Agreement). 
 (c)
No Consent Required. No approval, authorization or other action 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 UCC
filings and other than (i) approvals and authorizations that have previously been obtained and filings which have previously been made and (ii) approvals, authorizations or filings which, if not obtained or made, would not have a material
adverse effect on the ability of 

  

					
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the Seller to perform its obligations under the Underwriting Agreement or the Transaction Documents to which it is a party. 

(d) Binding Effect. Each of the Transaction Documents to which the Seller is a party and the Underwriting Agreement
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 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 or other similar
laws of general application relating to or affecting the enforcement of creditors’ rights generally and subject to general principles of equity. 

(e) No Proceedings. There are no actions, orders, suits 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 or (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. 
 (f) To the best of the Seller’s
knowledge, as of the date hereof, no amounts are required to be deducted or withheld pursuant to FATCA with respect to payments to be made to the Certificateholders hereunder or under the Sale and Servicing Agreement. If the Seller has actual
knowledge that withholding tax under FATCA applies with respect to one or more payments on a Certificate, the Seller will notify the Owner Trustee, the Indenture Trustee and the Certificate Paying Agent of such fact. 

SECTION 2.10. Situs of Issuer. The Issuer shall be located in the State of Delaware (it being understood that the Issuer may have bank
accounts located and maintained outside of Delaware). 
 SECTION 2.11. Covenants of the Certificateholders. Each Certificateholder,
by becoming an owner of a Certificate and beneficial owner of the Issuer, hereby acknowledges and agrees (a) that the Certificateholder is subject to the terms, provisions and conditions of the Certificate and this Agreement, to which the
Certificateholder agrees to be bound; and (b) that it shall not take any position in such Certificateholder’s tax returns inconsistent with Section 2.6 herein and Section 2.14 of the
Indenture. 
 SECTION 2.12. Federal Income Tax Allocations. If the Certificates have more than one beneficial owner for United States
federal income tax purposes, then for United States federal income tax purposes each item of income, gain, loss, credit and deduction for a month shall be allocated to the Certificateholders as of the first Record Date following the end of such
month in proportion to their Percentage Interests on such Record Date. The Seller (or the Administrator in accordance with the Administration Agreement and Section 5.3) is authorized, in its sole


  

					
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discretion, (i) to modify the allocations in this paragraph if necessary or appropriate for the allocations to fairly reflect the economic income, gain or loss to the Certificateholders or
otherwise comply with the requirements of the Code and (ii) to determine whether or not to make any available tax elections such as an election under Code section 1278 or 754. 

ARTICLE III 

CERTIFICATES AND TRANSFER OF CERTIFICATES 

SECTION 3.1. Initial Ownership. Upon the formation of the Issuer and until the issuance of the Certificates, the Seller shall be the
sole beneficiary of the Issuer, and upon the issuance of the Certificates, the Seller will no longer be a beneficiary of the Issuer, except to the extent that the Seller is a Certificateholder. 

SECTION 3.2. Authorization of the Certificates. Concurrently with the sale of the Transferred Assets to the Issuer pursuant to the Sale
and Servicing Agreement, at the direction of the Seller, (a) two Book-Entry Certificates shall be executed by the Owner Trustee on behalf of the Issuer and authenticated and delivered by the Certificate Registrar in the name of Cede &
Co. or (b) two Definitive Certificates shall be executed by the Owner Trustee on behalf of the Issuer and authenticated and delivered by the Certificate Registrar to or upon the written order of the Seller. The Certificates shall in the
aggregate represent 100% of the Percentage Interest in the Issuer and shall be fully paid and nonassessable. 
 SECTION 3.3. Book-Entry
Certificates. 
 (a) The Certificates, upon original issuance, may be issued, substantially in the form of Exhibit
A hereto, representing the Certificates to be delivered to the Certificate Registrar, as initial agent for the Clearing Agency, by, or on behalf of, the Issuer. The Book-Entry Certificates shall be issued in an aggregate nominal principal amount
of $100,000 (which shall be deemed to be the equivalent of 100,000 units), and all beneficial interests in the Book-Entry Certificates shall be owned, in the minimum principal amount of $5,000 and integral multiples of $1 in excess thereof. The
Issuer shall not issue any Certificate that would cause the aggregate nominal principal amount of all Certificates to exceed $100,000, or 100,000 units, without the prior written consent of all Certificateholders. No distributions of moneys to the
Certificateholders under the Transaction Documents shall be deemed to reduce the nominal principal amount of any Certificate prior to payment in full of all Notes; provided, however, that the final aggregate $100,000 distributed to the
Certificateholders under the Transaction Documents upon final distribution of the Trust Estate and termination of the Issuer pursuant to Sections 9.1 and 9.2 shall be deemed to repay the aggregate nominal principal amount of the
Certificates in full; provided, further, that any failure to pay in full the nominal principal amount of a Certificate on such final distribution date shall not result in any recourse to, claim against or liability of any Person for
such shortfall. Any amounts payable to the Certificateholders on or in respect of the Certificates under the Transaction Documents shall be paid and allocated to the various Certificateholders ratably based on their respective Percentage Interests.
Unless the Seller directs 

  

					
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otherwise pursuant to Section 3.2, such Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of DTC as
the initial Clearing Agency, and no Certificateholder will receive a Definitive Certificate representing such Certificateholder’s interest in such Certificate, except as provided in Section 3.5. Unless and until
definitive, fully registered Certificates (the “Definitive Certificates”) have been issued to the applicable Certificateholders pursuant to Section 3.2 or 3.5: 

(i) the provisions of this Section shall be in full force and effect; 

(ii) the Certificate Registrar, the Certificate Paying Agent, the Indenture Trustee and the Owner Trustee shall be entitled to
deal with the Clearing Agency for all purposes of this Agreement (including the distribution or payment of amounts distributable or payable under the Transaction Documents and the giving of instructions or directions hereunder) as the sole
Certificateholders, and shall have no obligation to the Certificate Owners; 
 (iii) to the extent that the provisions of
this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control; 
 (iv) the
rights of Certificate Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between or among such Certificate Owners and the Clearing Agency and/or the Clearing Agency Participants
or Persons acting through Clearing Agency Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 3.5, the initial Clearing Agency will make book-entry
transfers among the Clearing Agency Participants and receive and transmit payments due under the Transaction Documents with regard to the Certificates to such Clearing Agency Participants; 

(v) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of Certificateholders
evidencing a specified percentage of the Percentage Interest, the Clearing Agency shall deliver instructions to the Owner Trustee only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency
Participants or Persons acting through Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Certificates; 

(vi) owners of a beneficial interest in a Book-Entry Certificate will not be entitled to have any portion of a Book-Entry
Certificate registered in their names and will not be considered to be the Certificate Owners or Certificateholders of any Certificates under this Agreement; and 

  

					
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 (vii) payments on a Book-Entry Certificate will be made to the Clearing
Agency, or its nominee, as the registered owner thereof, and none of the Issuer, the Owner Trustee, the Indenture Trustee or the Certificate Paying Agent will have any responsibility or liability for any aspect of the records relating to or payments
made on account of beneficial ownership interests in a Book-Entry Certificate or for maintaining, supervising or reviewing any records relating to the beneficial ownership interests. 

(b) Notwithstanding any provision to the contrary herein, so long as a Book-Entry Certificate remains outstanding and is held
by or on behalf of the Clearing Agency, transfers of a Book-Entry Certificate, in whole or in part, shall only be made in accordance with Section 3.3(a). Subject to clauses (i) through (iii) of
Section 3.3(a), transfers of a Book-Entry Certificate shall be limited to transfers of such Book-Entry Certificate in whole, but not in part, to a nominee of the Clearing Agency or to a successor of the Clearing Agency or
such successor’s nominee. 
 In the event that a Book-Entry Certificate is exchanged for one or more Definitive
Certificates pursuant to Section 3.5, such Certificates may be exchanged for one another only in accordance with the provisions of this Agreement and with such procedures as may be from time to time adopted by the Issuer
and the Certificate Registrar. 
 SECTION 3.4. Notices to Clearing Agency. Whenever a notice or other communication to the
Certificateholders is required under this Agreement, unless and until Definitive Certificates shall have been issued to Certificate Owners pursuant to Section 3.5, the Owner Trustee, the Certificate Registrar or the
Certificate Paying Agent, as applicable, shall give all such notices and communications specified herein to be given to the Certificateholders to the Clearing Agency, and shall have no obligation to the Certificate Owners. 

SECTION 3.5. Definitive Certificates. 

(a) If (i) the Seller advises the Owner Trustee and the Indenture Trustee in writing that the Clearing Agency is no longer
willing or able to properly discharge its responsibilities with respect to the Certificates, and the Seller is unable to locate a qualified successor or (ii) the Seller at its option advises the Owner Trustee and the Indenture Trustee in
writing that it elects to terminate the book-entry system through the Clearing Agency, then the Clearing Agency shall notify all Certificate Owners and the Certificate Paying Agent of the occurrence of any such event and of the availability of
Definitive Certificates representing the Certificates to Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of the typewritten Certificate or Certificates representing the Book-Entry Certificates by the Clearing
Agency, accompanied by re-registration instructions, the Owner Trustee shall execute and the Certificate Registrar shall register, authenticate and deliver the Definitive Certificates representing the
Certificates in accordance with the instructions of the Clearing Agency. None of the Issuer, Certificate Registrar, the Indenture Trustee or the Owner Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely
on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive 

  

					
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Certificates representing the Certificates, the Owner Trustee, the Certificate Registrar, the Certificate Paying Agent and the Indenture Trustee shall recognize such Holders of the Definitive
Certificates, as reflected on the Certificate Register, as the applicable Certificateholders. 
 (b) Subject to the transfer
restrictions contained herein and in the Certificates, any Holder of a Definitive Certificate may transfer all or any portion of the Percentage Interest (subject to the requirements set forth in Sections 3.3 and 3.7) evidenced by such
Certificate upon surrender thereof to the Certificate Registrar accompanied by the documents required by this Section 3.5. Such transfer may be made by a registered Certificateholder in person or by his attorney duly
authorized in writing upon surrender of the Certificate to the Certificate Registrar accompanied by (a) a written instrument of transfer in the form of the “Assignment” attached to the Form of Certificate attached hereto as Exhibit
A and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Certificate Registrar may reasonably require, (b) an executed direction letter regarding registration of such transfer
in the form attached hereto as Exhibit C, (c) unless the transferee is a U.S. Affiliate of the Seller, an executed Certificate Investor Representation Letter in the form of Exhibit B (unless the Seller shall have received an
opinion of nationally recognized tax counsel to the effect that such transfer without an executed Certificate Investor Representation Letter substantially in the form of Exhibit B will not cause the Issuer to be treated as an association or
publicly traded partnership taxable as a corporation for U.S. federal income tax purposes and the Seller shall have consented in writing that no such written representation letter is required) and (d) the documents required by
Section 3.7(c) hereof. Promptly upon the receipt of such documents and receipt by the Certificate Registrar of the transferor’s Certificate, the Certificate Registrar shall record the name of such transferee as a
Certificateholder and its Percentage Interest in the Certificate Register and the Owner Trustee shall execute, and the Certificate Registrar shall authenticate and deliver to such Certificateholder, a Certificate evidencing such Percentage Interest.
In the event a transferor transfers only a portion of its Percentage Interest, the Owner Trustee shall execute, and the Certificate Registrar shall register, authenticate and deliver to such transferor, a new Certificate evidencing such
transferor’s new Percentage Interest and the Owner Trustee shall execute, and the Certificate Registrar shall register, authenticate and deliver to such transferee, a new Certificate evidencing such transferee’s Percentage Interest.
Subsequent to each transfer of a beneficial interest and upon the issuance of the new Certificate or Certificates, the Certificate Registrar shall cancel and destroy in accordance with its customary practices the Certificate surrendered to it in
connection with such transfer. The Owner Trustee, the Certificate Registrar and the Indenture Trustee shall treat, for all purposes whatsoever (other than as required by Section 3.7 or under applicable law), the Person in
whose name any Certificate is registered as the owner of the Percentage Interest evidenced by such Certificate without regard to any notice to the contrary. 

Definitive Certificates will not be eligible for clearing or settlement through DTC, Euroclear or Clearstream. 

  

					
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 SECTION 3.6. Registration of the Certificates.
[                    ], as an agent of the Issuer, in its capacity as “Certificate Registrar” (the “Certificate
Registrar”) shall maintain at its Corporate Trust Office, or at the office of any agent appointed by it and approved in writing by the Certificateholders at the time of such appointment, a register (the “Certificate
Register”) for the registration and transfer of any Certificate. Prior to the due presentment for registration of transfer of any Certificate, the Owner Trustee, the Indenture Trustee and the Certificate Registrar or any agent of the Owner
Trustee, the Indenture Trustee or the Certificate Registrar shall treat the Person in whose name any Certificate is registered (as of the applicable Record Date) as the owner of such Certificate for the purpose of receiving distributions on such
Certificate and for all other purposes whatsoever. For the avoidance of doubt, a Certificate is not negotiable, and the records maintained by the Certificate Registrar in the Certificate Register with respect to each Certificate and its related
registered owner are intended to cause the Certificates to be issued in registered form, within the meaning of Treasury Regulation section 5f.103-1(c), and shall record (a) the Percentage Interest
evidenced by each Certificate and (b) all distributions made to each Certificateholder with respect to the Issuer’s assets. The entries in the Certificate Register shall be conclusive absent manifest error. 

SECTION 3.7. Transfer of the Certificates. 

(a) A Certificateholder may assign, convey or otherwise transfer all or any of its right, title and interest in the related
Certificate, subject to the restrictions set forth in Section 3.5 and this Section 3.7. 

By accepting and holding a Certificate (or any interest therein), the holder thereof (and, if the holder is a Plan, its
fiduciary) shall be deemed to have represented and warranted that it is not, and is not purchasing the Certificate (or any interest therein) on behalf of or with any assets of, a Benefit Plan or Plan that is subject to Similar Law. Subject to the
transfer restrictions contained herein and in the Certificate, each Certificateholder may transfer all or any portion of the Percentage Interest evidenced by such Certificate upon delivery to the Certificate Registrar of the documents required by
Section 3.5 and this Section 3.7 and, in the case of a Definitive Certificate, surrender of such Definitive Certificate to the Certificate Registrar. Such transfer may be made by a registered
Certificateholder in person or by his attorney duly authorized in writing upon (i) in the case of a Definitive Certificate, surrender of such Certificate to the Certificate Registrar accompanied by (x) a written instrument of transfer in
the form of the “Assignment” attached to the Form of Certificate attached hereto as Exhibit A and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Certificate
Registrar may reasonably require and (y) an executed direction letter regarding registration of such transfer in the form attached hereto as Exhibit C and (ii) delivery of the documents required by clause (c) hereof and
such other documentation as may be required by the Owner Trustee to comply with Applicable Law. No transfer will be effectuated hereunder by the Owner Trustee unless the Owner Trustee has received the transfer documentation required hereunder.
Promptly upon the receipt of such documents and, in the case of a Definitive Certificate, receipt by the Certificate Registrar of the transferor’s Certificate, the Certificate Registrar shall record the name of such transferee as a
Certificateholder and its Percentage Interest in the Certificate 

  

					
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Register and, in the case of a Definitive Certificate, the Owner Trustee shall execute, and the Certificate Registrar shall authenticate and deliver, to such Certificateholder a Certificate
evidencing such Percentage Interest. As a condition precedent to any registration of transfer under this Section 3.7, the Certificate Registrar may require the payment of a sum sufficient to cover the payment of any tax or
taxes or other governmental charges required to be paid in connection with such transfer. In the event a transferor transfers only a portion of its Percentage Interest, the Owner Trustee shall execute, and the Certificate Registrar shall register,
authenticate and deliver to such transferor, a new Certificate evidencing such transferor’s new Percentage Interest. Subsequent to a transfer and upon the issuance of a new Definitive Certificate or Definitive Certificates, the Certificate
Registrar shall cancel and destroy the Definitive Certificate surrendered to it in connection with such transfer. Unless otherwise provided under applicable law, the Owner Trustee, the Certificate Registrar and the Indenture Trustee shall treat the
Person in whose name any Certificate is registered as the sole owner of the beneficial interest in the Issuer evidenced by such Certificate, without regard to any notice to the contrary. 

(b) Each Certificateholder and, if different, each Certificate Owner, shall deliver Tax Information to the Owner Trustee, the
Administrator and the Certificate Paying Agent on or prior to the date on which such Certificateholder or Certificate Owner becomes a Certificateholder or Certificate Owner under this Agreement and from time to time thereafter if such Tax
Information becomes incorrect or obsolete, as otherwise prescribed by applicable law or upon the request of the Owner Trustee, the Administrator or the Certificate Paying Agent. 

(c) By accepting and holding a Certificate (or any interest therein), each transferee of a Certificate (other than a U.S.
corporate Affiliate of the Seller, or disregarded entity thereof) shall be deemed to have acknowledged, represented and agreed as follows: 

(1) It (and any Person for which it holds Certificates as agent or nominee) has neither acquired nor will it transfer any
Certificate it purchases (or any interest therein) or cause any such Certificate (or any interest therein) to be marketed on or through an “established securities market” within the meaning of Code section 7704(b)(1), including, without
limitation, an over-the-counter market or an interdealer quotation system that regularly disseminates firm buy or sell quotations. 

(2) If it (and any Person for which it holds Certificates as agent or nominee, collectively for purposes of this paragraph (2),
a “transferee”) is a partnership, Subchapter S corporation or grantor trust for United States federal income tax purposes (or a disregarded entity the single owner of which is any of the foregoing), it is not being used with a principal
purpose of the arrangement involving such entity’s beneficial interest in any Restricted Notes or Certificates to permit any partnership to satisfy the 100 partner limitation of Treasury Regulation section
1.7704-1(h)(1)(ii) necessary for such partnership not to be classified as a publicly traded partnership under the Code. 

  

					
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 (3) [Reserved.] 

(4) It (and any Person for which it holds Certificates as agent or nominee) understands that no subsequent transfer of the
Certificates (or any interest therein) is permitted unless such transfer is of a Certificate with a Percentage Interest of more than 5% (or of an interest in a Certificate representing a Percentage Interest of more than 5%). 

(5) Each registered owner of and, if different, each owner of a beneficial interest in, a Certificate is a “United States
person” (as defined in Code section 7701(a)(30)) and shall deliver to the Owner Trustee, the Administrator, the Indenture Trustee and the Certificate Paying Agent two properly completed and duly executed originals of U.S. Internal Revenue
Service Form W-9 (or applicable successor form) certifying that it is a United States person and not subject to backup withholding, or other information or documentation requested by the Administrator, the
Indenture Trustee, the Certificate Paying Agent or the Owner Trustee to determine, in its sole discretion, that payments on such Certificates will not be subject to withholding under U.S. tax law. Further, in the event of any subsequent transfer of
a Certificate (or any interest therein), such owner of a beneficial interest shall comply with Section 1446(f) of the Code (including with respect to deducting and withholding from the purchase price paid in respect of such Certificate unless
the transferee obtained a certificate providing for an exemption from such withholding). 
 (6) (A) It shall provide to the
Administrator on behalf of the Issuer and the Depositor any further information required by the Issuer to comply with Sections 6221 through 6241 of the Code, including Section 6226(a) of the Code and (B) if it is not the beneficial owner
of a Certificate, such beneficial owner shall provide to the Administrator on behalf of the Issuer and the Depositor any further information required by the Issuer to comply with Sections 6221 through 6241 of the Code, including Section 6226(a)
of the Code and, to the extent the Issuer determines such appointment necessary for it to make an election under Section 6226(a) of the Code, hereby appoints the transferee as its agent for purposes of receiving any notifications or information
pursuant to the notice requirements under Section 6226(a)(2) of the Code. 
 (7) No transfer of a Certificate (or
interest therein) shall be permitted (nor shall a Certificate be so held) if (i) it causes the Issuer to be a Section 385 Controlled Partnership (i.e., 80 percent or more of the Issuer’s ownership interests are owned, directly or
indirectly, by one or more members of a Section 385 Expanded Group) that has an expanded group partner (within the meaning of Treasury Regulation Section 1.385-3(g)(12)) which is a Domestic
Corporation and (ii) either (x) a member of such Section 385 Expanded Group owns any Notes or (y) a Section 385 Controlled Partnership of such Section 385 Expanded Group owns any Notes (in the case of clause (x), unless such
member, or in the case of clause (y), unless each member of the Section 385 Expanded Group that is a partner in the Section 385 Controlled Partnership, is a member of the consolidated group (as described in Treasury Regulation section 1.1502-1(h)) which includes such Domestic Corporation). No transfer of a Certificate (or interest 

  

					
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therein) shall be permitted (nor shall a Certificate be so held) if (i) it results in the Issuer becoming an entity disregarded as separate from a Domestic Corporation for U.S. federal
income tax purposes and (ii) either (x) a member of a Section 385 Expanded Group that includes such Domestic Corporation owns any Notes or (y) a Section 385 Controlled Partnership of such Section 385 Expanded Group owns any
Notes (in the case of clause (x), unless such member, or in the case of clause (y), unless each member of the Section 385 Expanded Group that is a partner in the Section 385 Controlled Partnership, is a member of the consolidated group (as
described in Treasury Regulation section 1.1502-1(h)) which includes such Domestic Corporation). For purposes of determining the Issuer’s ownership interests in this paragraph, any Restricted Notes shall
be taken into account either as debt interests or ownership interests based on whichever treatment, if any, would result in the Issuer as a Section 385 Controlled Partnership or a disregarded entity for purposes of applying this
paragraph’s restriction (it being understood that if the Restricted Notes are taken into account as ownership interests for this purpose then the Restricted Notes are not also considered Notes for the Note ownership restriction of this
paragraph). 
 (8) It (and any Person for which it holds Certificates as agent or nominee) understands that any attempted
transfer that contravenes any provisions of Section 3.5(b), Section 3.7(c) or Section 3.7(h) shall be a void transfer ab initio. 

(9) The transferee is either (a) an Affiliate of the Seller or is acquiring its interest in the Certificates as part of
the initial distribution or any redistribution of the Certificates by the Seller or one of its Affiliates or (b) (1) is a Qualified Institutional Buyer, (2) is aware that the sale of the Certificates (other than a sale of the Certificates
by the Seller or any of its Affiliates as part of the initial distribution or any redistributions of the Certificates by the Seller or any of its Affiliates) to it is being made in reliance on the exemption from registration provided by Rule 144A,
and (3) is acquiring the Certificates for its own account or for one or more accounts, each of which is a Qualified Institutional Buyer, and as to each of which the owner exercises sole investment discretion. 

(10) The transferee understands that the Certificates will bear a legend that complies with
Section 3.7(e). 
 (11) The transferee understands that the Certificates are being offered only in
a transaction not involving any public offering in the United States within the meaning of the Securities Act, none of the Certificates have been or will be registered under the Securities Act, and, if in the future the transferee decides to offer,
resell, pledge or otherwise transfer the Certificates, such Certificates may only be offered, resold, pledged or otherwise transferred in accordance with this Trust Agreement. The transferee acknowledges that no representation is being made by the
Issuer as to the availability of any exemption under the Securities Act or any applicable State securities laws for resale of the Certificates. 

(12) The transferee understands that an investment in the Certificates involves certain risks, including the risk of loss of
all or a substantial part of its 

  

					
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investment under certain circumstances. The transferee has had access to such financial and other information concerning the Issuer and the Certificates as it deemed necessary or appropriate in
order to make an informed investment decision with respect to its purchase of the Certificates. The transferee has such knowledge and experience in financial and business matters that the transferee is capable of evaluating the merits and risks of
its investment in the Certificates, and the transferee and any accounts for which it is acting are each able to bear the economic risk of its investment. 

(13) The transferee will not make any general solicitation by means of general advertising or in any other manner, or take any
other action that would constitute a distribution of the Certificates under the Securities Act or that would render the disposition of the Certificates a violation of Section 5 of the Securities Act or any other applicable securities laws or
require registration pursuant thereto, and will not authorize any Person to act on its behalf, in such manner with respect to the Certificates. 

(14) The transferee is not acquiring the Certificates with a view to the resale, distribution or other disposition thereof in
violation of the Securities Act. 
 (15) The transferee will provide notice to each Person to whom it proposes to transfer
any interest in the Certificates of the transfer restrictions and representations set forth in this Trust Agreement, including the Exhibits hereto. 

(16) The transferee is not acquiring the Certificates (or any interest therein) with the assets of (a) an “employee
benefit plan” as defined in Section 3(3) of ERISA, that is subject to Title I of ERISA, (b) a “plan” defined in Section 4975(e)(1) of the Code, that is subject to Section 4975 of the Code, (c) an entity whose
underlying assets are deemed to include assets of any of the foregoing by reason of such employee benefit plan’s or plan’s investment in such entity or (d) any Plan that is subject to Similar Law. 

(17) The transferee understands that if (a) a transfer or attempted or purported transfer of any Certificate or interest
therein was consummated in compliance with the provisions of this Trust Agreement on the basis of a materially incorrect certification from the Transferor or purported transferee or (b) the Certificateholder of any Certificate or interest
therein is in material breach of any representation or agreement set forth in any certificate or any deemed representation or agreement of such Certificateholder, the Certificate Registrar, upon actual knowledge of such circumstances, will not
register such attempted or purported transfer and, if a transfer has been registered, such transfer shall be absolutely null and void ab initio and shall not operate to transfer any rights to the purported transferee (such purported
transferee, a “Disqualified Transferee”) and the last preceding Certificateholder of such Certificateholder that was not a Disqualified Transferee shall be restored to all rights as a Certificateholder thereof retroactively to the
date of the purported transfer of such Certificate by such Certificateholder. 

  

					
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 (18) The transferee acknowledges that in connection with the transfer of the
Certificates (a) none of the Issuer, the Servicer, the Seller, the Indenture Trustee, nor the Owner Trustee is acting as a fiduciary or financial or investment adviser for the transferee, (b) the transferee is not relying (for purposes of
making any investment decision or otherwise) upon any advice, counsel or representations (whether written or oral) of the Issuer, the Servicer, the Seller, the Indenture Trustee or the Owner Trustee other than in the most current offering memorandum
for such Certificates and any representations expressly set forth in a written agreement with such party, (c) none of the Issuer, the Servicer, the Seller, the Indenture Trustee, the Owner Trustee or any placement agent has given to the
transferee (directly or indirectly through any other person) any assurance, guarantee or representation whatsoever as to the expected or projected success, profitability, return, performance, result, effect, consequence or benefit (including legal,
regulatory, tax, financial, accounting or otherwise) of its purchase or the documentation for the Certificates, (d) the transferee has consulted with its own legal, regulatory, tax, business, investment, financial, and accounting advisers to
the extent it has deemed necessary, and it has made its own investment decisions (including decisions regarding the suitability of any transaction pursuant to this Trust Agreement) based upon its own judgment and upon any advice from such advisers
as it has deemed necessary and not upon any view expressed by the Issuer, the Servicer, the Seller, the Indenture Trustee or the Owner Trustee, (e) the transferee has determined that the rates, prices or amounts and other terms of the purchase
and sale of the Certificates reflect those in the relevant market for similar transactions, (f) the transferee is purchasing the Certificates with a full understanding of all of the terms, conditions and risks thereof (economic and otherwise),
and is capable of assuming and willing to assume (financially and otherwise) these risks, and (g) the transferee is a sophisticated investor familiar with transactions similar to its investment in the Certificates. 

(d) Each purchaser, beneficial owner and subsequent transferee of Certificates or an interest therein will be required or
deemed to acknowledge that the Issuer may provide any information concerning its investment in the Certificates to the U.S. Internal Revenue Service. In addition, each purchaser, beneficial owner and subsequent transferee of Certificates or an
interest therein will be required or deemed to understand and acknowledge that the Issuer and each of the Indenture Trustee, the Owner Trustee and the Certificate Paying Agent on its behalf has the right, hereunder, to withhold on any beneficial
owner of an interest in a Certificate that fails to comply with the foregoing requirements. 
 (e) Each Certificate shall
bear a legend in substantially the following form, unless the Seller determines otherwise in accordance with applicable law: 

“THIS CERTIFICATE OR ANY INTEREST HEREIN HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND THE ISSUER HAS NOT BEEN REGISTERED UNDER THE UNITED STATES INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE


  

					
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“INVESTMENT COMPANY ACT”). THIS CERTIFICATE OR ANY INTEREST HEREIN MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, EXCEPT (A) (1) TO A QUALIFIED INSTITUTIONAL BUYER
WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT (A “QUALIFIED INSTITUTIONAL BUYER”) WHO IS EITHER PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF
RULE 144A OR (2) TO THE SELLER OR ANY OF ITS AFFILIATES AND BY THE SELLER OR ANY OF ITS AFFILIATES AS PART OF THE INITIAL DISTRIBUTION OR ANY REDISTRIBUTION OF THE CERTIFICATES BY THE SELLER OR ANY OF ITS AFFILIATES AND (B) IN ACCORDANCE
WITH ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION. EACH PURCHASER WILL BE DEEMED TO HAVE MADE CERTAIN REPRESENTATIONS AND AGREEMENTS SET FORTH IN THE TRUST AGREEMENT. ANY TRANSFER IN
VIOLATION OF THE FOREGOING WILL BE OF NO FORCE AND EFFECT, WILL BE VOID AB INITIO, AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO THE TRANSFEREE, NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE ISSUER, THE OWNER TRUSTEE, OR ANY INTERMEDIARY.
IF AT ANY TIME, THE ISSUER DETERMINES OR IS NOTIFIED THAT THE HOLDER OF SUCH CERTIFICATE OR PERCENTAGE INTEREST IN SUCH CERTIFICATE WAS IN BREACH, AT THE TIME GIVEN, OF ANY OF THE REPRESENTATIONS SET FORTH IN THE TRUST AGREEMENT, THE ISSUER AND THE
OWNER TRUSTEE MAY CONSIDER THE ACQUISITION OF THIS CERTIFICATE OR SUCH INTEREST IN SUCH CERTIFICATE VOID AND REQUIRE THAT THIS CERTIFICATE OR SUCH INTEREST HEREIN BE TRANSFERRED TO A PERSON DESIGNATED BY THE ISSUER. 

BY ACQUIRING THIS CERTIFICATE (OR INTEREST HEREIN), EACH PURCHASER AND TRANSFEREE (AND IF THE PURCHASER OR TRANSFEREE IS A PLAN
(AS DEFINED BELOW), ITS FIDUCIARY) IS DEEMED TO REPRESENT AND WARRANT THAT SUCH PURCHASER OR TRANSFEREE IS NOT ACQUIRING THIS CERTIFICATE (OR INTEREST HEREIN) WITH THE ASSETS OF A PLAN THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) (EACH OF THE FOREGOING, A “BENEFIT PLAN INVESTOR”), OR A PLAN THAT IS SUBJECT TO A LAW THAT IS
SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”). FOR PURPOSES OF THE FOREGOING, “PLAN” MEANS AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF ERISA WHETHER OR NOT SUBJECT TO
TITLE I OF ERISA, A “PLAN” AS DEFINED IN 

  

					
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SECTION 4975 OF THE CODE, OR AN ENTITY OR ACCOUNT DEEMED TO HOLD THE PLAN ASSETS OF ANY OF THE FOREGOING. 

EACH PURCHASER OR TRANSFEREE SHALL REPRESENT AND WARRANT THAT IT IS A U.S. PERSON. EACH PURCHASER OR TRANSFEREE WILL BE DEEMED
TO HAVE MADE CERTAIN REPRESENTATIONS AND AGREEMENTS SET FORTH IN THE TRUST AGREEMENT. ANY TRANSFER IN VIOLATION OF THE FOREGOING WILL BE OF NO FORCE AND EFFECT, WILL BE VOID AB INITIO, AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO THE PURCHASER OR
TRANSFEREE, NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE ISSUER, THE OWNER TRUSTEE, OR ANY INTERMEDIARY. IF AT ANY TIME, THE ISSUER DETERMINES OR IS NOTIFIED THAT THE PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE OR BENEFICIAL INTEREST IN
SUCH CERTIFICATE WAS IN BREACH, AT THE TIME GIVEN, OF ANY OF THE REPRESENTATIONS SET FORTH IN THE TRUST AGREEMENT, THE ISSUER AND THE OWNER TRUSTEE MAY CONSIDER THE ACQUISITION OF THIS CERTIFICATE OR SUCH INTEREST IN SUCH CERTIFICATE VOID AND
REQUIRE THAT THIS CERTIFICATE OR SUCH INTEREST HEREIN BE TRANSFERRED TO A PERSON DESIGNATED BY THE ISSUER. 
 TRANSFERS OF
THIS CERTIFICATE MUST GENERALLY BE ACCOMPANIED BY APPROPRIATE TAX TRANSFER DOCUMENTATION AND ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE TRUST AGREEMENT. EACH PURCHASER OR TRANSFEREE OF THIS CERTIFICATE (OR INTEREST HEREIN) WILL BE REQUIRED TO
PROVIDE TO THE OWNER TRUSTEE, THE ADMINISTRATOR, THE INDENTURE TRUSTEE AND THE CERTIFICATE PAYING AGENT A CERTIFICATION OF NON-FOREIGN STATUS (E.G., IRS FORM W-9),
SIGNED UNDER PENALTIES OF PERJURY, OR OTHER INFORMATION OR DOCUMENTATION REQUESTED BY THE OWNER TRUSTEE, THE ADMINISTRATOR, THE INDENTURE TRUSTEE OR THE CERTIFICATE PAYING AGENT TO DETERMINE THAT PAYMENTS ON THIS CERTIFICATE WILL NOT BE SUBJECT TO
WITHHOLDING UNDER U.S. TAX LAW.” 
 (f) If (1) a transfer or attempted or purported transfer of any Certificate or
interest therein was consummated in compliance with the provisions of this Section 3.7 on the basis of a materially incorrect certification from the transferor or purported transferee, or (2) the Certificateholder of
any Certificate or interest therein is in material breach of any representation or agreement set forth in any Certificate or any deemed representation or agreement of such Certificateholder, the Certificate Registrar, upon actual knowledge of such
circumstances, will not register such attempted or purported transfer and, if a transfer has been registered, such transfer shall be absolutely null and void ab initio and shall not operate to transfer any rights to the purported transferee
(such 

  

					
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purported transferee, a “Disqualified Transferee”) and the last preceding Certificateholder of such Certificateholder that was not a Disqualified Transferee shall be restored to
all rights as a Certificateholder thereof retroactively to the date of the purported transfer of such Certificate by such Certificateholder. 

(g) If (i) any mutilated Certificate is surrendered to the Certificate Registrar, or (ii) the Certificate Registrar
receives evidence to its satisfaction that any Certificate has been destroyed, lost or stolen, and upon proof of ownership satisfactory to the Certificate Registrar together with such security or indemnity as may be requested by the Owner Trustee,
the Indenture Trustee and the Certificate Registrar to save them harmless, the Owner Trustee shall execute on behalf of the Issuer, and the Certificate Registrar shall authenticate and deliver, a new Certificate for the same Percentage Interest as
the Certificate so mutilated, destroyed, lost or stolen, of like tenor and bearing a different issue number, with such notations, if any, as the Certificate Registrar shall determine. Upon the issuance of any new Certificate under this
Section 3.7, the Issuer, the Indenture Trustee, the Certificate Registrar or the Owner Trustee may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with
any transfer or exchange of the Certificate and any other reasonable expenses (including the reasonable fees and expenses of the Issuer, the Indenture Trustee, the Certificate Registrar and the Owner Trustee) connected therewith. Any duplicate
Certificate issued pursuant to this Section 3.7 shall constitute complete and indefeasible evidence of ownership in the Issuer, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be
found at any time. 
 (h) No transfer of a Certificate (or any interest therein) is permitted unless such transfer is of a
Certificate with a Percentage Interest of 5% or more (or of an interest in a Certificate representing a Percentage Interest of 5% or more). 

(i) No transfer of a Certificate (or interest therein) shall be permitted (nor shall a Certificate be so held) if (i) it
causes the Issuer to be a Section 385 Controlled Partnership (i.e., 80 percent or more of the Issuer’s ownership interests are owned, directly or indirectly, by one or more members of a Section 385 Expanded Group) that has an
expanded group partner (within the meaning of Treasury Regulation Section 1.385-3(g)(12)) which is a Domestic Corporation and (ii) either (x) a member of such Section 385 Expanded Group owns any
Notes or (y) a Section 385 Controlled Partnership of such Section 385 Expanded Group owns any Notes (in the case of clause (x), unless such member, or in the case of clause (y), unless each member of the Section 385 Expanded
Group that is a partner in the Section 385 Controlled Partnership, is a member of the consolidated group (as described in Treasury Regulation section 1.1502-1(h)) which includes such Domestic
Corporation). No transfer of a Certificate (or interest therein) shall be permitted (nor shall a Certificate be so held) if (i) it results in the Issuer becoming an entity disregarded as separate from a Domestic Corporation for U.S. federal
income tax purposes and (ii) either (x) a member of a Section 385 Expanded Group that includes such Domestic Corporation owns any Notes or (y) a Section 385 Controlled Partnership of such Section 385 Expanded Group owns any
Notes (in the case of clause (x), unless such member, or in the case of clause (y), unless each member of the Section 

  

					
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385 Expanded Group that is a partner in the Section 385 Controlled Partnership, is a member of the consolidated group (as described in Treasury Regulation section 1.1502-1(h)) which includes such Domestic Corporation). For purposes of determining the Issuer’s ownership interests in this paragraph, any Restricted Notes shall be taken into account either as debt interests
or ownership interests based on whichever treatment, if any, would result in the Issuer as a Section 385 Controlled Partnership or a disregarded entity for purposes of applying this paragraph’s restriction (it being understood that if the
Restricted Notes are taken into account as ownership interests for this purpose then the Restricted Notes are not also considered Notes for the Note ownership restriction of this paragraph). 

(j) In the case of the first transfer of a Certificate that will result in the Issuer being deemed to have more than one
beneficial owner for United States federal income tax purposes, the Seller shall be entitled to request an Initial Certificate Transfer Opinion. 

(k) The Certificate Registrar and the Owner Trustee shall have no obligation or duty to monitor, determine or inquire as to
compliance with any restrictions on transfer imposed under this Trust Agreement or under applicable law with respect to any transfer of any interest in any Certificate (or interest therein) other than, to the extent that Definitive Certificates are
issued, to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Trust Agreement, and to examine the same to determine substantial
compliance as to form with the express requirements hereof. 
 SECTION 3.8. Appointment of the Certificate Paying Agent. To the
extent Definitive Certificates have been issued, the Certificate Paying Agent shall make distributions to Certificateholders from the Certificate Distribution Account pursuant to Section 5.2 and shall report the amounts of
such distributions to the Owner Trustee and the Servicer; provided, however, that no such reports shall be required so long as the Seller or an affiliate of the Seller is the sole Certificateholder. Any Certificate Paying Agent shall
have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Issuer may revoke such power and remove the Certificate Paying Agent if the Issuer determines in
its sole discretion that the Certificate Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Certificate Paying Agent shall initially be
[                    ], and any co-paying agent chosen by the Certificate Paying Agent.
[                    ] shall be permitted to resign as Certificate Paying Agent upon thirty (30) days’ written notice to the Owner Trustee.
If [                    ] shall no longer be the Certificate Paying Agent, the Issuer shall appoint a successor to act as Certificate Paying Agent
(which shall be a bank or trust company). The Issuer shall cause such successor Certificate Paying Agent or any additional Certificate Paying Agent appointed by the Issuer to execute and deliver an instrument in which such successor Certificate
Paying Agent or additional Certificate Paying Agent shall agree with the Issuer that as Certificate Paying Agent, such successor Certificate Paying Agent or additional Certificate Paying Agent shall hold all sums, if any, held by it for payment to
the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. If a successor Certificate Paying Agent does not take office within 30 days after the retiring


  

					
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Certificate Paying Agent resigns or is removed, the retiring Certificate Paying Agent, the Administrator and the Seller, acting jointly, or the Majority Certificateholders may petition any court
of competent jurisdiction for the appointment of a successor Certificate Paying Agent (with all costs, fees and expenses, including attorneys’ fees and expenses, incurred by the Indenture Trustee, in its capacity as Certificate Paying Agent, in
connection with such petition to be paid by the Issuer). The Certificate Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Certificate Paying Agent such Certificate Paying Agent shall also return all funds in
its possession to the Owner Trustee. The rights, protections, indemnities and immunities of the Indenture Trustee under the Indenture and the Sale and Servicing Agreement shall apply to
[                    ] in its roles as Certificate Paying Agent, Certificate Registrar and Relevant Trustee for so long as it shall act as
Certificate Paying Agent, Certificate Registrar and/or Relevant Trustee and, to the extent applicable, to any other paying agent, certificate registrar or authenticating agent appointed hereunder. Any reference in this Agreement to the Certificate
Paying Agent shall include any co-paying agent unless the context requires otherwise. 
 SECTION
3.9. Maintenance of Office or Agency. As long as any of the Certificates remain outstanding, the Issuer shall maintain an office or agency where Certificates may be surrendered for registration of transfer or exchange, and where notices and
demands to or upon the Issuer in respect of the Certificates and this Agreement may be served. The Issuer hereby initially designates the Corporate Trust Office of the Certificate Registrar for the purposes of surrendering Certificates for
registration or exchange of Certificates, and the Corporate Trust Office of the Owner Trustee for all other purposes. The Issuer shall give prompt written notice to the Certificateholders, the Indenture Trustee and the Owner Trustee of the location,
and of any change in the location, of any such office or agency. If at any time the Issuer shall fail to maintain any such office or agency or shall fail to furnish the Indenture Trustee and the Owner Trustee with the address thereof, such
surrenders, notices and demands may be made or served at the applicable Corporate Trust Office, and the Issuer hereby appoints the Certificate Registrar as its agent to receive all such surrenders, and the Owner Trustee as its agent to receive all
such notices and demands. 
 SECTION 3.10. Relevant Trustee. Following the payment in full of principal of, and interest on, the
Notes and receipt of written notification from the Servicer, the Certificate Paying Agent shall assume the role of Relevant Trustee and shall perform the express obligations of the Relevant Trustee under the Sale and Servicing Agreement. All of the
same rights, protections, indemnities and immunities of [                    ] hereunder (individually and as Certificate Paying Agent) shall be
equally applicable to [                    ] in its role as Relevant Trustee under the Transaction Documents. 

SECTION 3.11. Statement to Certificateholders. To the extent the Certificate Paying Agent has assumed the role of Relevant Trustee
pursuant to the terms of Section 3.10; 
 (a) The Certificate Paying Agent may make all reports or
notices required to be provided by the Relevant Trustee under Section 4.6 of the Sale and Servicing Agreement available via its internet website; provided, however, that the Certificate Paying Agent shall, if requested by
the Administrator, deliver any such reports or notices in writing or via email to the Administrator. Any information that is disseminated in 

  

					
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accordance with the provisions of this Section 3.11 shall not be required to be disseminated in any other form or manner. The Certificate Paying Agent will make no
representations or warranties as to the accuracy or completeness of such documents and will assume no responsibility therefor. 

(b) The Certificate Paying Agent’s internet website shall be initially located at
[                ] or at such other address as shall be specified by the Certificate Paying Agent from time to time in writing to the Certificateholders, the Servicer,
the Issuer or any Paying Agent. In connection with providing access to the Certificate Paying Agent’s internet website, the Certificate Paying Agent may require registration and the acceptance of a disclaimer. The Certificate Paying Agent shall
not be liable for the dissemination of information in accordance with this Agreement. The Certificate Paying Agent shall notify Certificateholders in writing of any changes in the address or means of access to the eRoom where the reports are
accessible. 
 (c) Upon receipt by the Certificate Paying Agent from the Seller of any reports or general loan data, the
Certificate Paying Agent will make such reports or data available to the Certificateholders via its internet website as specified pursuant to clause (b) above; provided, that the Certificate Paying Agent shall not be required to forward
any such reports to any Certificateholder who is the Seller or an Affiliate of the Seller. The Certificate Paying Agent shall have no duty or obligations to review, verify or confirm the reports or any information contained therein, and shall have
no liability in connection therewith. 
 ARTICLE IV 

ACTIONS BY OWNER TRUSTEE 

SECTION 4.1. Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, unless
the Administrator notifies the Owner Trustee that the Indenture, the Purchase Agreement or the Sale and Servicing Agreement, as applicable, provides that the consent of the Certificateholders shall not be required, the Owner Trustee shall not take
action unless at least 10 days before the taking of such action (or if 10 days’ advance notice is impracticable, as much advance notice as is practicable), the Owner Trustee shall have notified the Certificateholders in writing of the proposed
action and within 10 days of such notice (or such shorter time as specified in such notice) none of the Certificateholders shall have notified the Owner Trustee in writing that such Certificateholder has withheld consent or provided alternative
direction: 
 (a) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any
Noteholder is required; 
 (b) the amendment of the Indenture by a supplemental indenture in circumstances where the consent
of any Noteholder is not required and such amendment materially adversely affects the interests of the Certificateholders; 

  

					
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 (c) the amendment, change or modification of the Sale and Servicing
Agreement, or the Administration Agreement, except to cure any ambiguity or defect or to amend or supplement any provision in a manner that would not materially adversely affect the interests of the Certificateholders; or 

(d) the appointment pursuant to the Indenture of a successor Indenture Trustee or the consent to the assignment by the Note
Registrar or the Indenture Trustee of its obligations under the Indenture or this Agreement, as applicable. 
 SECTION 4.2. Action by
Certificateholders with Respect to Certain Matters. The Owner Trustee shall not have the power, except upon the direction of the Majority Certificateholders, to (a) except as expressly provided in the Transaction Documents, sell
the Collateral after the termination of the Indenture in accordance with its terms, (b) remove the Administrator under the Administration Agreement pursuant to Section 8 thereof or (c) appoint a successor
Administrator under the Administration Agreement pursuant to Section 8 thereof. The Owner Trustee shall take the actions referred to in the preceding sentence only upon written instructions signed by the Majority
Certificateholders. 
 SECTION 4.3. Action by Certificateholders with Respect to Bankruptcy. 

(a) The Issuer shall not, without the prior written consent of the Owner Trustee and 100% of the Certificateholders, commence a
Bankruptcy Event with respect to the Issuer. In considering whether to give or withhold written consent to the Bankruptcy Event by the Issuer, the Owner Trustee, with the consent of the Certificateholders, shall consider the interests of the
Noteholders in addition to the interests of the Issuer and whether the Issuer is insolvent. The Owner Trustee shall have no duty to give such written consent to a Bankruptcy Event by the Issuer if the Owner Trustee shall not have been furnished (at
the expense of the Person that requested such letter be furnished to the Owner Trustee) a letter from an independent accounting firm of national reputation stating that in the opinion of such firm the Issuer is then insolvent. The Owner Trustee
shall not be personally liable to any Noteholder or Certificateholder on account of the Owner Trustee’s good faith reliance on the provisions of this Section 4.3 and no Noteholder or Certificateholder shall have any
claim for breach of fiduciary duty or otherwise against the Owner Trustee for giving or withholding its consent to any such Bankruptcy Event. 

(b) The parties hereto stipulate and agree that no Certificateholder has the power to commence any Bankruptcy Event on the part
of the Issuer or to direct the Owner Trustee to commence any Bankruptcy Event on the part of the Issuer except as provided in Section 4.3(a). 

SECTION 4.4. Restrictions on Certificateholders’ Power. The Certificateholders shall not direct the
Owner Trustee to take or refrain from taking any action if such action or inaction would be contrary to any obligation of the Issuer or the Owner Trustee under this Agreement or any of the Transaction Documents or would be contrary to
Section 2.3, nor shall the Owner Trustee be obligated to follow any such direction, if given. 

  

					
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 SECTION 4.5. Acts of Certificateholders; Majority Control. 

(a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement to be
given or taken by Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Certificateholders in person or by agents duly appointed in writing; and except as herein otherwise
expressly provided such action shall become effective when such instrument or instruments are delivered to the Owner Trustee, and, where it is hereby expressly required, to the Issuer. Such instrument or instruments (and the action embodied therein
and evidenced thereby) are herein sometimes referred to as the “Act” of the Certificateholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient
for any purpose of this Agreement and (subject to Article VI) conclusive in favor of the Owner Trustee and the Issuer, if made in the manner provided in this Section 4.5. 

(b) The fact and date of the execution by any person of any such instrument or writing may be proved in any manner that the
Owner Trustee deems sufficient. 
 (c) The ownership of Certificates shall be proved by the Certificate Register. 

(d) Any request, demand, authorization, direction, notice, consent, waiver or other action by any Certificateholder shall bind
the Holder of every Certificate issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Owner Trustee or the Issuer in reliance thereon, whether or not
notation of such action is made upon such Certificate. 
 (e) Except as otherwise provided herein, to the extent that there
is more than one Certificateholder, any action which may be taken or consent or instructions which may be given by the Certificateholders under this Agreement may be taken by the Majority Certificateholders at the time of such action. To the extent
set forth in Section 9.24(a) of the Sale and Servicing Agreement, and subject to Sections 6.3(a) and 7.1 hereof, the Owner Trustee may act at the written direction of one or more Certificateholders holding in
the aggregate less than 50% of the Percentage Interests. To the extent the Owner Trustee is required to act at the direction of Certificateholders other than the Majority Certificateholders, and receives conflicting directions from
Certificateholders holding equal Percentage Interests, it shall act in accordance with the earliest-received such direction. 
 ARTICLE V

 APPLICATION OF TRUST FUNDS; CERTAIN DUTIES 

SECTION 5.1. Application of Trust Funds. Deposits into the Certificate Distribution Account shall be made in accordance with the
provisions of the Indenture, the Sale and Servicing Agreement and this Agreement. On each Payment Date, to the extent Definitive Certificates have been issued, the Certificate Paying Agent shall withdraw from the Certificate Distribution


  

					
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Account and distribute to the Certificateholders, pro rata based on the Percentage Interest of each Certificateholder, all funds received in accordance with the provisions of the Indenture and
this Agreement. Subject to the lien of the Indenture and Section 5.5 of this Agreement, the Certificate Paying Agent shall promptly distribute to the Certificateholders all other amounts (if any) received by the Certificate
Paying Agent on behalf of the Issuer in respect of the Trust Estate (pro rata based on the Percentage Interest of each such Certificateholder). After the termination of the Indenture in accordance with its terms, the Certificate Paying Agent, in
accordance with the written direction of the Administrator pursuant to Section 9.1(a), shall distribute all amounts received (if any) by the Issuer, the Certificate Paying Agent and the Owner Trustee in respect of the Trust
Estate to or at the direction of the Certificateholders subject to Section 3808(e) of the Statutory Trust Statute. 
 SECTION 5.2.
Method of Payment. Subject to the Indenture and the Sale and Servicing Agreement, distributions required to be made to the Certificateholders on any Payment Date and all amounts received by the Issuer, the Indenture Trustee or the Owner
Trustee on any other date that are payable to the Certificateholders pursuant to this Agreement or any other Transaction Document shall be made to the Certificateholders by wire transfer, in immediately available funds, to the account of each
Certificateholder designated by the Certificateholder to the Certificate Paying Agent and the Indenture Trustee in writing. 
 SECTION 5.3.
Tax Matters. 
 (a) The Administrator shall prepare, or, at the request and expense of the Administrator, the Owner
Trustee shall prepare (or cause to be prepared) and the Administrator shall sign on behalf of the Issuer, the Issuer’s tax returns, if any, unless applicable law requires a Certificateholder or the Owner Trustee to sign such documents. 

(b) The Administrator shall prepare and deliver, or, at the request of the Administrator, the Certificate Paying Agent shall
deliver (or cause to be delivered) to each Certificateholder, as may be required by the Code and applicable Treasury Regulations, such information as may be required (including Schedule K-1, if applicable) to
enable each Certificateholder to prepare its United States federal and state income tax returns. 
 (c) In the event that the
Issuer is classified as a partnership for United States federal income tax purposes, the Depositor (or a U.S. affiliate of the Depositor if the Depositor is ineligible) is hereby designated as the partnership representative under
Section 6223(a) of the Code to the extent allowed under the law (and as the tax matters partner for any applicable state or local tax purposes). The Issuer shall (or the Depositor shall cause the Issuer to, or the Depositor shall instruct the
Administrator on behalf of the Issuer to), to the extent eligible, make the election under Section 6221(b) of the Code with respect to determinations of adjustments at the partnership level and take any other action such as disclosures and
notifications necessary to effectuate such election (including working with the Depositor to designate any designated individual required under the law). If the election described in the preceding sentence is not available, to the extent applicable,
the Issuer shall (or the Depositor shall cause the Issuer to, or the 

  

					
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Depositor shall instruct the Administrator on behalf of the Issuer to) make the election under Section 6226(a) of the Code with respect to the alternative to payment of imputed underpayment
by partnership and take any other action such as filings, disclosures and notifications necessary to effectuate such election. Notwithstanding the foregoing, the Issuer, Depositor and Administrator are each authorized, in its sole discretion, to
make any available election related to Sections 6221 through 6241 of the Code and take any action it deems necessary or appropriate to comply with the requirements of the Code and conduct the Issuer’s affairs under Sections 6221 through 6241 of
the Code. Each Certificateholder and, if different, each beneficial owner of a Certificate, shall promptly provide the Issuer, Depositor and Administrator any requested information, documentation or material to enable the Issuer to make any of the
elections described in this clause (c) and otherwise comply with Sections 6221 through 6241 of the Code. Each Certificate Owner and, if different, each beneficial owner of a Certificate shall hold the Issuer and its affiliates harmless for any
expenses or losses (i) resulting from a beneficial owner of a Certificate not properly taking into account or paying its allocated adjustment or liability under Section 6226 of the Code or (ii) suffered that are attributable to the
management or defense of an audit under Sections 6221 through 6241 of the Code or otherwise due to actions it takes with respect to and to comply with the rules under Sections 6221 through 6241 of the Code. 

SECTION 5.4. Certificate Distribution Account. The Certificate Distribution Account shall be established as a non-interest bearing trust account pursuant to Section 4.1 of the Sale and Servicing Agreement. Funds on deposit in the Certificate Distribution Account shall be held uninvested. The
Certificateholders shall possess all beneficial right, title and interest in and to all funds on deposit from time to time in the Certificate Distribution Account and all proceeds thereof. Except as otherwise provided herein, in the Indenture or in
the Sale and Servicing Agreement, the Certificate Distribution Account shall be under the sole dominion and control of the Certificate Paying Agent for the benefit of the Certificateholders. If, at any time, the Certificate Distribution Account
ceases to be an Eligible Account, the Servicer on behalf of the Issuer, shall, within ten (10) Business Days (or such longer period) after becoming aware of the fact, establish a new Certificate Distribution Account as an Eligible Account and
shall direct the Certificate Paying Agent to transfer any cash then on deposit in the Certificate Distribution Account to such new Certificate Distribution Account. 

SECTION 5.5. Withholding. 

(a) If any withholding tax is imposed on the Issuer’s payment, distribution or allocation of income to a
Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section 5.5; provided that the Owner Trustee, the Indenture Trustee or the Certificate Paying
Agent shall not have an obligation to withhold any such amount if and for so long as the Seller or a U.S. Affiliate of the Seller is the sole Certificateholder. The Owner Trustee, the Indenture Trustee or the Certificate Paying Agent is hereby
authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally owed by the Issuer (but such authorization shall not prevent the Owner Trustee, the
Indenture Trustee or the Certificate Paying Agent from contesting 

  

					
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any such tax in appropriate proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect
to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Issuer and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect
to a payment, distribution or allocation of income, the Owner Trustee, the Indenture Trustee or the Certificate Paying Agent may in its sole discretion withhold such amounts in accordance with this Section 5.5. 

(b) With respect to any and all payments to a Certificateholder, (i) the Certificateholder will provide to the applicable
withholding agent (including the Owner Trustee, the Indenture Trustee or the Certificate Paying Agent), any documentation or certification required or reasonably appropriate for the such withholding agent to satisfy its obligations with respect to
FATCA, if any, and to determine whether any withholding tax may be required to be withheld pursuant to FATCA; and (ii) the Certificateholder acknowledges and agrees that the applicable withholding agent (including, if applicable, the Owner
Trustee, the Indenture Trustee or the Certificate Paying Agent) shall have the right to deduct and withhold any required U.S. withholding tax, including any withholding tax pursuant to FATCA, on any amounts payable with respect to the Certificates
(without any corresponding gross-up or other indemnification) if any such Certificateholder or beneficial owner either is subject to withholding under FATCA, fails to comply with the documentation requirements
in clause (i), or otherwise fails to establish a complete exemption from such withholding tax to the reasonable satisfaction of the applicable withholding agent (including, if applicable, the Owner Trustee, the Indenture Trustee or the Paying
Agent). 
 SECTION 5.6. Preservation of Information; Communications to Certificateholders. 

(a) The Certificate Registrar shall preserve, in as current a form as is reasonably practicable, the names and addresses of
Certificateholders received in its capacity as the Certificate Registrar and provide a copy thereof to the Owner Trustee and Certificate Paying Agent; provided, however, that so long as the Certificate Paying Agent is the Certificate Registrar, no
list separate from the Certificate Register shall be required to be provided to the Certificate Paying Agent. 
 (b) The
Certificateholders may communicate with other Certificateholders with respect to their rights under this Agreement or under the Certificates. Upon receipt by the Certificate Registrar of any written request by three or more Certificateholders or by
one or more Certificateholders holding in the aggregate more than 25% of the Percentage Interests to receive a copy of the most current list of Certificateholders together with a copy of the communication that the applicant proposes to send, the
Certificate Registrar shall, at the expense of the Issuer, distribute such list to the requesting Certificateholders; provided, that the Certificate Registrar may elect not to afford the requesting Certificateholders access to the list of
Certificateholders if it agrees to mail the desired communication or proxy, on behalf of and at the expense of the requesting Certificateholders, to all Certificateholders. 

  

					
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 (c) The Certificate Registrar shall promptly give notice to each
Certificateholder of any change in the Indenture Trustee’s website pursuant to which the statement pursuant to Section 4.6 of the Sale and Servicing Agreement is made available of which it has been provided notice
pursuant to Section 4.6 of the Sale and Servicing Agreement. 
 SECTION 5.7. Rule 144A Information. At any
time when the Issuer is not subject to Section 13 or 15(d) of the Exchange Act and is not exempt from reporting pursuant to Rule 12g3-2(b) under the Exchange Act, upon the request of a Certificateholder,
the Seller shall promptly furnish or cause to be furnished Rule 144A Information to such Certificateholder, to a prospective purchaser of such Certificate designated by such Certificateholder or to the Certificate Registrar for delivery to such
Certificateholder or a prospective purchaser designated by such Certificateholder in order to permit compliance by such Certificateholder with Rule 144A in connection with the resale of such Certificate by such Certificateholder. 

ARTICLE VI 
 AUTHORITY
AND DUTIES OF OWNER TRUSTEE 
 SECTION 6.1. General Authority. The Owner Trustee is authorized and directed to execute and
deliver (i) the Transaction Documents to which the Issuer is named as a party and (ii) each certificate or other document attached as an exhibit to or contemplated by the Transaction Documents to which the Issuer or the Owner Trustee is
named as a party and any amendment thereto, in each case, in such form as the Seller shall approve, as evidenced conclusively by the Owner Trustee’s execution thereof, and at the written direction of the Seller, to execute on behalf of the
Issuer and to direct the Indenture Trustee to authenticate and deliver Class A-1 Notes in the aggregate principal amount of $[            ], Class A-2[-A] Notes in the aggregate principal amount of $[            ], [Class A-2-B Notes in the aggregate principal amount of $[            ],]
Class A-3 Notes in the aggregate principal amount of $[            ], [Class A-4 Notes in the aggregate
principal amount of $[            ],] Class B Notes in the aggregate principal amount of $[            ], Class C Notes
in the aggregate principal amount of $[            ], Class D Notes in the aggregate principal amount of $[            ] and
[Class E Notes in the aggregate principal amount of $[            ]]. In addition to the foregoing, the Owner Trustee is authorized, but shall not be obligated, to take all actions required
of the Issuer pursuant to the Transaction Documents. The Owner Trustee is further authorized from time to time to take such action as the Seller, the Administrator or the Majority Certificateholders direct in writing with respect to the Transaction
Documents, except to the extent that this Agreement expressly requires the consent of each Certificateholder for such action. 
 SECTION
6.2. General Duties. It shall be the duty of the Owner Trustee to discharge (or cause to be discharged) all of its express responsibilities under this Agreement and the other Transaction Documents to which it is a party. Notwithstanding the
foregoing, the Owner Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under the Transaction Documents to the extent the Administrator has agreed in the Administration Agreement to perform any act or to
discharge any duty of the Issuer or the Owner Trustee hereunder or under any Transaction Document, and the Owner Trustee shall not be liable for the 

  

					
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default or failure of the Administrator to carry out its obligations under the Administration Agreement and shall have no duty to monitor the performance of the Administrator or any other Person
under the Administration Agreement or any other document. The Owner Trustee shall have no obligation to administer, service or collect the Receivables or to maintain, monitor or otherwise supervise the administration, servicing or collection of the
Receivables. 
 SECTION 6.3. Action upon Instruction. 

(a) Subject to Article IV, and in accordance with the Transaction Documents, the Certificateholders may, by written
instruction, direct the Owner Trustee or the Administrator in the management of the Issuer. Such direction may be exercised at any time by written instruction of the Certificateholders pursuant to Article IV. The Owner Trustee shall not be
required to take any discretionary action to investigate or review any matter without direction from the Majority Certificateholders. Further, with respect to provisions hereunder that provide for instruction by the Certificateholders, for so long
as all outstanding Certificates are Book-Entry Certificates, if the Owner Trustee shall have notified the Certificateholders in writing of a proposed action and within 15 Business Days of such notice none of the Certificateholders shall have
notified the Owner Trustee in writing that such Certificateholder has withheld consent or provided alternative instruction, the Owner Trustee, in the place of Certificateholder instruction hereunder, may accept and rely on written instruction of the
Administrator. If subsequently the Owner Trustee receives alternative written instruction from the Certificateholders, such subsequent instruction shall control. 

(b) The Owner Trustee shall not be required to take any action hereunder or under any Transaction Document if the Owner Trustee
shall have reasonably determined or been advised by counsel that such action is likely to result in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any Transaction Document or is otherwise contrary to law. 

(c) Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of
this Agreement or any Transaction Document or is unsure as to the application of any provision of this Agreement or any Transaction Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any
other applicable provision, or in the event that this Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of
facts, or more than one methodology can be used to make any determination or calculation to be performed by the Owner Trustee hereunder, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to
the Certificateholders requesting instruction as to the course of action to be adopted or application of such provision, and to the extent the Owner Trustee acts or refrains from acting in good faith in accordance with any written instruction of the
Majority Certificateholders (or, if specifically required hereunder, all Certificateholders) received, the Owner Trustee shall not be liable on account of such action or inaction to any Person. If the Owner Trustee shall not have received
appropriate instruction within 

  

					
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ten days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to,
take or refrain from taking any action and shall have no liability to any Person for such action or inaction. For the avoidance of doubt, the Owner Trustee shall be fully protected by the indemnification provisions applicable to it under this
agreement in connection with any action the Owner Trustee takes or refrains from taking in accordance with this paragraph. 
 SECTION 6.4.
No Duties Except as Specified in this Agreement or in Instructions. The Owner Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Trust
Estate, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Issuer or the Owner Trustee is a party, except as expressly provided by the terms of this Agreement or in any
document or written instruction received by the Owner Trustee pursuant to Section 6.3; and no implied duties (including fiduciary duties existing at law or in equity) or obligations shall be read into this Agreement or any Transaction Document
against the Owner Trustee. The Owner Trustee shall have no responsibility for the preparation, correctness, accuracy, existence, or filing of any financing or continuation statement in any public office at any time or the validity, existence,
perfection or maintenance of the perfection of any security interest or lien granted to it or to the Issuer hereunder or under any Transaction Document, nor shall the Owner Trustee have any responsibility to monitor the performance of any
collateral, or to prepare or file any tax (subject to Section 5.3(a)), qualification to do business, license, Commission or other securities law filing, or other regulatory filing or report for the Issuer, or to record this Agreement or any
Transaction Document. [            ] nevertheless agrees that it will, at its own cost and expense, promptly take all action as may be necessary to discharge any Liens on any part of the
Trust Estate that result from actions by, or claims against, [            ] that are not related to the ownership or the administration of the Trust Estate or the Trust. 

SECTION 6.5. No Action Except under Specified Documents or Instructions. The Owner Trustee shall not manage, control, use, sell,
dispose of or otherwise deal with any part of the Trust Estate except (i) in accordance with the powers granted to and the authority conferred upon the Owner Trustee pursuant to this Agreement, (ii) in accordance with the Transaction
Documents and (iii) in accordance with any document or instruction delivered to the Owner Trustee pursuant to Section 6.3. 

SECTION 6.6. Restrictions. The Owner Trustee shall not take any action that, to the actual knowledge of a Responsible Officer of the
Owner Trustee, (a) is inconsistent with the purposes of the Issuer set forth in Section 2.3 or (b) would (i) affect the treatment of the Notes as indebtedness for United States federal income, state and local
income, franchise and value added tax purposes, (ii) be deemed to cause a taxable exchange of the Notes for United States federal income or state income or franchise tax purposes or (iii) cause the Issuer or any portion thereof to be
treated as an association or publicly traded partnership taxable as a corporation for United States federal income, state and local income or franchise and value added tax purposes or (c) be contrary to applicable law. None of the
Certificateholders, the Administrator, the Servicer nor the Seller shall direct the Owner Trustee to take action that would violate the provisions of this Section 6.6. 

  

					
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 ARTICLE VII 

CONCERNING OWNER TRUSTEE 

SECTION 7.1. Acceptance of Trusts and Duties. 

(a) The Owner Trustee accepts the trusts hereby created and agrees to perform its express duties hereunder with respect to such
trusts but only upon the terms of this Agreement. To the fullest extent permitted by law, neither the Owner Trustee nor any of its officers, directors, employees, agents or affiliates shall have any implied duties (including fiduciary duties) or
liabilities otherwise existing at law or in equity with respect to the Trust, which implied duties and liabilities are hereby eliminated. Every provision of this Agreement relating to the conduct or affecting the liability of or affording protection
to the Trustee shall be subject to the provisions of this Article. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Trust Estate upon the terms of the Transaction Documents and this Agreement. The
Owner Trustee shall not be personally liable or accountable hereunder or under any Transaction Document under any circumstances notwithstanding anything herein or in the Transaction Documents to the contrary, except for losses to the extent arising
from (i) its own willful misconduct, bad faith or gross negligence in the performance of its express duties hereunder, (ii) the inaccuracy of any representation or warranty contained in Section 7.4 expressly made
by [                    ], in its individual capacity or (iii) the failure of
[                    ] to perform obligations expressly undertaken by it in the last sentence of Section 6.4, in each case
as determined by a court of competent jurisdiction or otherwise agreed by the Servicer and [                    ]. In particular, but not by way of
limitation (and subject to the exemptions set forth in the preceding sentence): 
 (1) The Owner Trustee shall not be liable
for any action taken, or error of judgment made in good faith by any officer or employee of the Owner Trustee. 
 (2) The
Owner Trustee shall not be personally liable for the payment of any tax imposed on the Issuer or amounts that are includable in the federal gross income of the Certificateholders. 

(3) No provision of this Agreement shall require the Owner Trustee to expend or risk funds or otherwise incur any financial
liability in the performance of any of the Owner Trustee’s duties or powers hereunder. 
 (4) The Owner Trustee shall
not be liable with respect to any action taken or omitted to be taken by the Certificate Registrar or the Certificate Paying Agent (when not the Owner Trustee) or by the Issuer, the Administrator, the Indenture Trustee, the Servicer or any other
Person, and the Owner Trustee shall not be liable for monitoring, performing or supervising the performance of any obligations or duties under this Agreement, the Administration Agreement, the Sale and Servicing Agreement or the Indenture, or under
any other document contemplated hereby or thereby, which are to be performed by the Issuer, the Certificate Registrar, the Certificate Paying Agent, the 

  

					
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Administrator, the Indenture Trustee, the Servicer or any other Person under such documents and may conclusively assume performance of the same absent written notice to the contrary received by a
Responsible Officer of the Owner Trustee. 
 (5) The Owner Trustee shall not be responsible for or in respect of the recitals
herein, the validity, sufficiency or enforceability of this Agreement, the Notes or the Certificates or for the due execution hereof by the Seller or for the form, character, genuineness, sufficiency, value or validity of the Trust Estate or for or
in respect of the validity, sufficiency or enforceability of the Transaction Documents, the Notes or the Certificates or any other document contemplated hereby or thereby to which the Owner Trustee is not a party in its individual capacity. 

(6) Notwithstanding anything contained herein or in any of the Transaction Documents to the contrary, the Owner Trustee shall
not be required to take any action in any jurisdiction other than in the State of Delaware if the taking of such action will (i) require the consent or approval or authorization or order of or the giving of notice to, or the registration with
or taking of any action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware; (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any
political subdivisions thereof in existence on the date hereof other than the State of Delaware becoming payable by the Owner Trustee; or (iii) subject the Owner Trustee to personal jurisdiction in any jurisdiction other than the State of
Delaware for causes of action arising from acts unrelated to the consummation of the transactions by the Owner Trustee contemplated hereby. 

(7) The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the
instructions of the Majority Certificateholders (or Certificateholders other than the Majority Certificateholders pursuant to Section 9.24(a) of the Sale and Servicing Agreement), the Servicer, the Seller or the
Administrator. 
 (8) The Owner Trustee shall not be under any duty to exercise any of the rights or powers vested in it by
this Agreement, or to institute, conduct or defend any investigation, proceeding or litigation under this Agreement or otherwise or in relation to this Agreement or any Transaction Document, at the request, order or written direction of the
Certificateholders, unless such Certificateholders have offered to provide to the Owner Trustee, to the extent requested by the Owner Trustee, security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred
by the Owner Trustee therein or thereby. The permissive right of the Owner Trustee to perform any discretionary act or exercise any privilege enumerated in this Agreement or in any other Transaction Document shall not be construed as a duty. The
Owner Trustee shall not be liable for the performance of any discretionary act enumerated in this Agreement or in any other Transaction Document other than for its gross negligence, bad faith or willful misconduct in the performance of any such act.


  

					
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 (9) Any funds deposited with the Owner Trustee hereunder may be held in a
non interest bearing account, and the Owner Trustee shall not be liable for any interest thereon or for any loss as a result of the investment thereof at the direction of the Certificateholders or any other Person. 

(10) The Owner Trustee shall not be deemed to have actual knowledge of, and shall not be required to act upon (including the
sending of any notice), any fact or event including any Default, Event of Default or Servicer Replacement Event unless a Responsible Officer of the Owner Trustee has received written notice of such fact or event and such notice references the Trust
or this Trust Agreement. The Owner Trustee shall not be deemed to have actual or constructive knowledge of publicly available information or information contained in monthly distribution reports or other reports delivered under the Transaction
Documents (other than any reports the Owner Trustee is expressly required to review pursuant to the terms hereof). Knowledge or information acquired by
[                    ] in its capacity as the Owner Trustee hereunder shall not be imputed to
[                    ] in any other role which it may have under any other Transaction Document or under any other document, nor shall it be imputed
to any affiliate, line of business or other division of [                    ] (and vice versa). 

(b) Under no circumstances shall the Owner Trustee be personally liable hereunder for any indebtedness of the Issuer. 

(c) Under no circumstance shall the Owner Trustee be liable for any representation, warranty, covenant, or obligation or
indebtedness of the Issuer or any other Person hereunder or under the other Transaction Documents or any other agreement, document or certificate contemplated by the foregoing. 

(d) In no event shall the Owner Trustee be liable for any damages in the nature of punitive, special, indirect or consequential
damages however styled, including lost profits, or for losses due to forces beyond the control of the Owner Trustee, including strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of
God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services provided to the Owner Trustee; it being understood that the Owner Trustee shall use reasonable efforts which are consistent with
accepted practice in the banking industry to resume performances as soon as practicable under the circumstances. 
 (e) In
the event of the engagement of any accountants hereunder or pursuant hereto including in connection with the performance of any agreed upon procedures or any audit related to the activities of the Issuer, the Owner Trustee shall not be liable for
any claims, liabilities or expenses relating to such accountants’ engagement or any report issued in connection with such engagement. Dissemination of any such report other than pursuant to the Transaction Documents or applicable law is subject
to the consent of the accountants. 

  

					
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 SECTION 7.2. Furnishing of Documents. The Owner Trustee shall furnish to the
Certificateholders promptly upon receipt of a written request therefor, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Owner Trustee under the
Transaction Documents. 
 SECTION 7.3. Notice of Events of Default and Servicer Replacement Event. The Owner Trustee shall promptly
upon receipt of a list of Certificateholders from the Certificate Registrar give notice to each Certificateholder of any (a) Default or Event of Default of which a Responsible Officer of the Owner Trustee has been provided written notice
pursuant to Section 6.5 of the Indenture and (b) Servicer Replacement Event of which a Responsible Officer of the Owner Trustee has been provided written notice pursuant to Section 7.1 of the
Sale and Servicing Agreement. The Owner Trustee shall have no duty to investigate, verify or take any action to determine whether any Default, Event of Default or Servicer Replacement Event has in fact occurred and shall have no duty to make any
determination as to the materiality of any fact, matter or event, or to make any demand or claim for repurchase of Receivables. The Owner Trustee shall have no duty to enforce remedies for breaches of representations and warranties under any
Transaction Document. 
 SECTION 7.4. Representations and Warranties.
[                    ] hereby represents and warrants to the Seller for the benefit of the Certificateholders, that: 

(a) It is a national banking association duly formed and validly existing under the federal laws of the United States of
America and having an office within the State of Delaware. It has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement. 

(b) It has taken all corporate action necessary to authorize the execution and delivery by it of this Agreement, and this
Agreement will be executed and delivered by one of its officers who is duly authorized to execute and deliver this Agreement on its behalf. 

(c) This Agreement constitutes a legal, valid and binding obligation of the Owner Trustee, enforceable against the Owner
Trustee in accordance with its terms, subject, as to enforceability, to applicable bankruptcy, insolvency, reorganization, conservatorship, receivership, liquidation and other similar laws affecting enforcement of the rights of creditors of banks
generally and to equitable limitations on the availability of specific remedies. 
 (d) Neither the execution nor the
delivery by it of this Agreement, nor the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms or provisions hereof will contravene any federal or Delaware law, governmental rule or regulation
governing the banking or trust powers of the Owner Trustee or any judgment or order binding on it, or constitute any default under its charter documents or by-laws. 

  

					
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 SECTION 7.5. Reliance; Advice of Counsel.  

(a) The Owner Trustee may conclusively rely on and shall incur no personal liability to anyone in acting upon any signature,
instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. The Owner Trustee shall not be
responsible for the content or accuracy of any such document provided to the Owner Trustee and need not investigate, evaluate, verify or re-calculate or independently determine the accuracy of any report,
certificate, information, statement, representation or warranty or any fact of matter stated in any such document and may conclusively rely as to the truth of the statements, facts (including the correctness of any numbers or calculations) and the
correctness of the opinions expressed therein. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any corporate party as conclusive evidence that such resolution has been duly adopted
by such body and that the same is in full force and effect. As to any fact or matter the method of the determination of which is not specifically prescribed herein, the Owner Trustee may for all purposes hereof rely on a certificate, signed by the
president or any vice president or by the treasurer, secretary or other Authorized Officers of the relevant party, as to such fact or matter, and such certificate shall constitute full protection to the Owner Trustee for any action taken or omitted
to be taken by it in good faith in reliance thereon. Prior to taking or refraining from taking any action hereunder, the Owner Trustee shall be entitled to request, receive, rely upon and act in accordance with, officer’s certificates or
opinions of counsel provided at the expense of the party requesting the Owner Trustee to take such action or inaction. 
 (b)
In the exercise or administration of the trusts hereunder and in the performance of its duties and obligations under this Agreement or the other Transaction Documents, the Owner Trustee (i) may act directly or through agents or attorneys,
custodians or nominees, but the Owner Trustee shall not be personally liable for the conduct or misconduct of such agents, custodians, nominees (including Persons acting under a power of attorney) or attorneys selected in good faith and
(ii) may consult with and conclusively rely upon the advice of counsel, accountants and other skilled Persons knowledgeable in the relevant area to be selected in good faith and employed by it at the expense of the Issuer. The Owner Trustee
shall not be personally liable for anything done, suffered or omitted in good faith by it in accordance with the opinion or advice of any such counsel, accountants or other such Persons. 

(c) In connection with the delivery of any information to the Owner Trustee by the Servicer or any other party to the
Transaction Documents where the Owner Trustee is required to use such information in connection with the preparation or distribution of reports to Certificateholders or other parties, the Owner Trustee is entitled to conclusively rely on the
accuracy of all such information and shall not be required to investigate or reconfirm its accuracy and shall not be liable in any manner whatsoever for any errors, inaccuracies or incorrect information resulting from the use of this information.


  

					
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 SECTION 7.6. Not Acting in Individual Capacity. Except as provided in this Article
VII, in accepting the trusts hereby created, [                    ] acts solely as the Owner Trustee hereunder and not in its individual capacity and
all Persons having any claim against the Owner Trustee by reason of the transactions contemplated by this Agreement or any Transaction Document shall look only to the Trust Estate for payment or satisfaction thereof. 

SECTION 7.7. The Owner Trustee May Own Notes. The Owner Trustee in its individual or any other capacity may become the owner or pledgee
of Notes. The Owner Trustee may deal with the Seller, the Indenture Trustee, the Administrator, the Underwriters and their respective Affiliates in banking transactions with the same rights as it would have if it were not the Owner Trustee, and the
Seller, the Indenture Trustee, the Administrator, the Underwriters and their respective Affiliates may maintain normal commercial banking relationships with the Owner Trustee and its Affiliates. 

SECTION 7.8. Compliance with Patriot Act. In order to comply with the Patriot Act, the Financial Crimes Enforcement Network’s
(FinCEN) Customer Due Diligence Requirements and such other laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions. (“Applicable Law”), each of the Owner Trustee and the Certificate
Paying Agent is required to obtain, verify and record certain information relating to individuals and entities which establish or maintain a business relationship with the Owner Trustee or Certificate Paying Agent, as applicable. Accordingly, the
Seller shall cause to be provided to the Owner Trustee or Certificate Paying Agent, as applicable, upon its reasonable request from time to time such identifying information and documentation as may be available to the Seller in order to enable the
Owner Trustee and the Certificate Paying Agent to comply with Applicable Law.  
 If there is more than one Certificateholder of
Definitive Certificates the parties hereto agree that for purposes of Applicable Law, with respect to the ownership prong, each Certificateholder owning twenty five percent (25%) or more of the Percentage Interest in the Trust is and shall be deemed
to be the beneficial owners of the Trust for purposes of providing the information required under Applicable Law, and with respect to the control prong, each such Certificateholder and any party with authority to remove Owner Trustee without cause
is and shall deemed to be the parties with the power and authority to control the Trust. 
 Pursuant to Applicable Law, the Owner Trustee is
required to obtain on or before closing, and from time to time thereafter, documentation to verify and record information that identifies each person who opens an account. For a non-individual person such as a
business entity, a charity, a trust or other legal entity, the Owner Trustee will ask for documentation to verify the entity’s formation and existence, its financial statements, licenses, tax identification documents, identification and
authorization documents from individuals claiming authority to represent the entity and other relevant documentation and information (including beneficial owners of such entities). To the fullest extent permitted by Applicable Law, the Owner Trustee
may conclusively rely on, and shall be fully protected and indemnified in relying on, any such information received. Failure to provide such information may result in an inability of the Owner Trustee to perform its obligations hereunder, which, at
the sole option of the Owner Trustee, may result in the Owner Trustee’s resignation in accordance with the terms hereof. 

  

					
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 ARTICLE VIII 

COMPENSATION OF OWNER TRUSTEE 

SECTION 8.1. The Owner Trustee’s Compensation. Compensation for all services rendered by
[            ] under this Agreement (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) shall be paid to
[            ] pursuant to Section 4.4(a) of the Sale and Servicing Agreement or Section 5.4(b) of the Indenture, as applicable (in either case to the extent
of Available Funds available therefor), in accordance with the terms of an applicable fee letter. [            ] shall, upon its request and in accordance with an applicable fee letter, be
reimbursed pursuant to Section 4.4(a) of the Sale and Servicing Agreement or Section 5.4(b) of the Indenture, as applicable (in either case to the extent of Available Funds available therefor), for all reasonable expenses, disbursements
and advances incurred or made by [            ] in accordance with any provision of this Agreement (including the reasonable compensation, expenses and disbursements of such agents, experts
and counsel as [            ] may employ in connection with the exercise, enforcement and performance of its rights and its duties hereunder or amendments or modifications hereto, including
but not limited to expenses related to Sections 4.3 and 5.3 hereof), except any such expense that may be attributable to its willful misconduct, gross negligence (other than an error in judgment) or bad faith. To the extent not paid in
full from Available Funds pursuant to Section 4.4 of the Sale and Servicing Agreement or Section 5.4(b) of the Indenture, as applicable (whether by application of the limitation set forth in Section 4.4(a) of the Sale and Servicing
Agreement or otherwise), on or before the Payment Date following the end of the Collection Period that includes the 30th day after the request therefor, such fees and reasonable expenses shall be
paid by the Servicer pursuant to Section 3.11 of the Sale and Servicing Agreement (without regard to such limitation). The provisions of this Section 8.1 shall survive the termination of this
Agreement and the resignation or removal of the Owner Trustee. 
 SECTION 8.2. Indemnification.
[            ] in its individual capacity and as trustee (including as Owner Trustee) and its successors, assigns, directors, officers, employees and agents (collectively, the
“Indemnified Parties”) shall be indemnified, defended and held harmless by the Issuer and the Servicer, to the extent set forth below, from and against any and all loss, liability, expense, tax, penalty, damage, judgment, cost, action,
suit or claim (including reasonable attorney’s fees and expenses, court costs and other legal expenses, including but not limited to those incurred in connection with the defense of any suit, claim, action or proceeding brought against the
Trust or an Indemnified Party, or in connection with any suit, claim, action or proceeding brought by an Indemnified Party for enforcement (including enforcement of its indemnification rights) or otherwise against the Seller, the Servicer or any
other Person under the Transaction Documents) of any kind and nature whatsoever (collectively, “Expenses”) which may at any time be imposed on, incurred by, or asserted against
[            ] in its individual capacity and as trustee or any Indemnified Party in any way relating to or arising out of this Agreement, the other Transaction Documents, the Trust Estate,
the administration of the Trust Estate or the action or inaction of [            ] hereunder or the enforcement of their respective rights (including indemnification rights) under the
Transaction Documents; provided, however, that indemnification from and against any of the foregoing Expenses shall not be required if 

  

					
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determined by a court of competent jurisdiction or otherwise agreed by the Servicer and [            ] to be arising or resulting from
(i) [            ]’s own willful misconduct, bad faith or gross negligence, (ii) the inaccuracy of any representation or warranty contained in Section 7.4 expressly made by
[            ] in its individual capacity, (iii) liabilities arising from the failure of [            ] to perform
obligations expressly undertaken by it in the last sentence of Section 6.4 or (iv) taxes, fees or other charges on, based on or measured by, any fees, commissions or compensation received by the Owner Trustee and, until such determination,
any such Indemnified Party shall be entitled to indemnification hereunder. Indemnification amounts payable hereunder shall be paid pursuant to Section 4.4(a) of the Sale and Servicing Agreement or Section 5.4(b) of the Indenture, as
applicable (in either case to the extent of Available Funds available therefor). To the extent not paid in full in accordance with the preceding sentence (whether by application of the limitation set forth in Section 4.4(a) of the Sale and
Servicing Agreement or otherwise) on or before the Payment Date following the end of the Collection Period that includes the 30th day after the request therefor, such indemnification shall be paid by the Servicer pursuant to Section 3.11 of the
Sale and Servicing Agreement (without regard to such limitation). The provisions of this Section 8.2 shall survive the termination of this Agreement and the resignation or removal of the Owner Trustee. 

SECTION 8.3. Payments to the Owner Trustee. Any amounts paid to the Owner Trustee pursuant to this Article VIII and the Sale and
Servicing Agreement or the Indenture shall be deemed not to be a part of the Trust Estate immediately after such payment. The provisions of this Section 8.3 shall survive the termination of this Agreement and the resignation or removal of the
Owner Trustee. 
 ARTICLE IX 

TERMINATION OF TRUST AGREEMENT 

SECTION 9.1. Dissolution of Issuer. The Issuer shall wind up and dissolve upon the latest of (1) satisfaction and discharge of the
Indenture, (2) the Optional Purchase of the Trust Estate pursuant to the Sale and Servicing Agreement or (3) the final distribution from the Collection Account established pursuant to Section 4.1(a)(i) of the Sale
and Servicing Agreement. The bankruptcy, liquidation, dissolution, death or incapacity of a Certificateholder shall not (x) operate to terminate this Agreement or the Issuer, nor (y) entitle such Certificateholder’s legal
representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Issuer or Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of
the parties hereto. 
 (a) Upon receipt of written notice from the Servicer of any dissolution and termination of the Issuer,
specifying the Payment Date upon which Certificateholders shall surrender their Certificates to the Certificate Registrar for payment of the final distribution and cancellation, and if the Certificate Registrar is notified of a redemption of the
Notes by the Administrator or the Issuer pursuant to Section 10.1(c) of the Indenture, the Certificate Registrar shall mail such notice to the Certificateholders within five (5) Business Days of the Certificate
Registrar’s receipt of such notice from the Servicer, Issuer or Administrator. Each such notice to a Certificateholder shall state (i) 

  

					
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the Payment Date upon or with respect to which final payment of the Certificates shall be made upon presentation and surrender of the Certificates at the office of the Certificate Registrar
therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable and that payments are being made only upon presentation and surrender of the
Certificates at the office of the Certificate Registrar therein specified. The Certificate Registrar shall give such notice to the Owner Trustee (if other than the Certificate Registrar) and the Certificate Paying Agent (if other than the
Certificate Registrar) at the time such notice is given to Certificateholders. Upon presentation and surrender of each Certificate, the Certificate Registrar or the Certificate Paying Agent, at the written direction of the Administrator, shall cause
to be distributed to such Certificateholders, subject to Section 3808 of the Statutory Trust Statute, amounts distributable on such Payment Date pursuant to Article V hereof. 

(b) In the event that any of the Certificateholders shall not surrender their Certificates for cancellation within six
(6) months after the date specified in the above mentioned written notice, the Certificate Registrar shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final
distribution with respect thereto. If within one (1) year after the second notice any of the Certificates shall not have been surrendered for cancellation, the Certificate Registrar may take appropriate steps, or may appoint an agent to take
appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Subject to applicable escheat
laws, any funds remaining in the Trust Estate after exhaustion of such remedies shall be distributed by the Certificate Paying Agent to the last Certificateholder of record identified in the Certificate Register for each such remaining Certificate.

 SECTION 9.2. Termination of Trust Agreement. Upon dissolution of the Issuer, the Administrator shall wind up the business and
affairs of the Issuer as required by Section 3808 of the Statutory Trust Statute. Upon the satisfaction and discharge of the Indenture, and receipt of a certificate from the Indenture Trustee stating that all Noteholders have been paid in full
and that the Indenture Trustee is aware of no claims remaining against the Issuer in respect of the Indenture and the Notes, the Administrator, in the absence of actual knowledge of any other claim against the Issuer, shall be deemed to have made
reasonable provision to pay all claims and obligations (including conditional, contingent or unmatured obligations) for purposes of Section 3808(e) of the Statutory Trust Statute. The Certificate Paying Agent, upon surrender of the outstanding
Certificates shall distribute the remaining Trust Estate (if any) in accordance with Article V hereof and, at the written direction and expense of the Administrator, the Owner Trustee shall cause the Certificate of Trust to be cancelled by
filing a certificate of cancellation with the Delaware Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Statute, at which time the Issuer shall terminate and this Agreement (other than Article VIII)
shall be of no further force or effect. 
 SECTION 9.3. Limitations on Termination. Except as provided in
Section 9.1, neither the Seller nor the Certificateholders shall be entitled to revoke or terminate the Issuer. 

  

					
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 ARTICLE X 

SUCCESSOR OWNER TRUSTEES AND ADDITIONAL 

OWNER TRUSTEES 
 SECTION
10.1. Eligibility Requirements for the Owner Trustee. The Owner Trustee shall at all times be a bank (i) authorized to exercise corporate trust powers, (ii) having a combined capital and surplus of at least $50,000,000 and
(iii) subject to supervision or examination by Federal or state authorities. If such bank shall publish reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for
the purpose of this Section 10.1, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The Owner
Trustee shall at all times be a person satisfying the provisions of Section 3807(a) of the Statutory Trust Statute. In case at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of this
Section 10.1, the Owner Trustee shall resign immediately in the manner and with the effect specified in Section 10.2. 

SECTION 10.2. Resignation or Removal of the Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts
hereby created by giving written notice thereof to the Seller, the Administrator, the Servicer, the Indenture Trustee and the Certificateholders. Upon receiving such notice of resignation, the Seller and the Administrator, acting jointly, shall
promptly appoint a successor Owner Trustee which satisfies the eligibility requirements set forth in Section 10.1 by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner
Trustee and one copy to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee may petition any
court of competent jurisdiction for the appointment of a successor Owner Trustee; provided, however, that such right to appoint or to petition for the appointment of any such successor shall in no event relieve the resigning Owner
Trustee from any obligations otherwise imposed on it under the Transaction Documents until such successor has in fact assumed such appointment. 

If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 and
shall fail to resign after written request therefor by the Seller or the Administrator, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its
property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Seller or the Administrator may remove the
Owner Trustee. If the Seller or the Administrator shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Seller and the Administrator, acting jointly, shall promptly appoint a successor Owner Trustee by written
instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee and shall pay all fees owed to the outgoing Owner Trustee. 

  

					
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 Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee
pursuant to any of the provisions of this Section 10.2 shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.3 and payment of all fees, expenses and indemnities (including any
attorneys’ fees and other legal costs and expenses incurred in connection with any petition for appointment of a successor Owner Trustee) owed to the outgoing Owner Trustee. The Seller shall provide (or shall cause to be provided) notice of
such resignation or removal of the Owner Trustee to each of the Rating Agencies. 
 SECTION 10.3. Successor Owner Trustee. Any
successor Owner Trustee appointed pursuant to Section 10.2 shall execute, acknowledge and deliver to the Seller, the Administrator and to its predecessor Owner Trustee an instrument accepting such appointment under this
Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties
and obligations of its predecessor under this Agreement, with like effect as if originally named as the Owner Trustee. The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and
statements and monies held by it under this Agreement; and the Seller and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming
in the successor Owner Trustee all such rights, powers, duties and obligations. 
 No successor Owner Trustee shall accept appointment as
provided in this Section 10.3 unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.1. 

Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 10.3, the Seller shall mail (or
shall cause to be mailed) notice of the successor of such Owner Trustee to the Certificateholders, Indenture Trustee, the Noteholders and each of the Rating Agencies. If the Seller shall fail to mail (or cause to be mailed) such notice within 10
days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the Seller. Any successor Owner Trustee appointed pursuant to this
Section 10.3 shall promptly file an amendment to the Certificate of Trust with the Delaware Secretary of State identifying the name and principal place of business of such successor Owner Trustee in the State of Delaware.

 SECTION 10.4. Merger or Consolidation of the Owner Trustee. Any Person into which the Owner Trustee may be merged or converted or
with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Owner Trustee shall be a party, or any Person succeeding to all or substantially all of the corporate trust business of the Owner
Trustee, shall, without the execution or filing of any instrument or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding, be the successor of the Owner Trustee hereunder; provided that
such Person shall be eligible pursuant to Section 10.1; and provided further that the Owner Trustee shall file an amendment to the 

  

					
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Certificate of Trust of the Issuer, if required by applicable law, and mail notice of such merger or consolidation to the Seller and the Administrator. 

SECTION 10.5. Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other
provisions of this Agreement, at any time, for the purpose of avoidance of conflicts of interests, enforcement actions, meeting any legal requirements of any jurisdiction in which any part of the Trust Estate may at the time be located or other
jurisdictional issues, or for such other purposes as may arise, the Seller and the Owner Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Owner Trustee to act as
co-trustee, jointly with the Owner Trustee, or separate trustee or separate trustees, of all or any part of the Trust Estate, and to vest in such Person, in such capacity, such title to the Trust Estate, or
any part thereof, and, subject to the other provisions of this Section 10.5, such powers, duties, obligations, rights and trusts as the Seller and the Owner Trustee may consider necessary or desirable. If the Seller shall
not have joined in such appointment within 15 days after the receipt by it of a request to do so, the Owner Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under
this Agreement shall be required to meet the terms of eligibility as a successor trustee pursuant to Section 10.1 and no notice of the appointment of any co-trustee or separate
trustee shall be required pursuant to Section 10.3. 
 Each separate trustee and
co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: 

(i) all rights, powers, duties and obligations conferred or imposed upon the Owner Trustee may be conferred upon and exercised
or performed by such separate trustee singly or by the Owner Trustee and such co-trustee jointly (it being understood that such co-trustee is not authorized to act
separately without the Owner Trustee joining in such act, except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act
or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such
co-trustee, but solely at the direction of the Administrator); 
 (ii) no trustee
under this Agreement shall be personally liable by reason of any act or omission of any other trustee under this Agreement; and 

(iii) the Seller and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee
or co-trustee. 
 Any notice, request or other writing given to the Owner Trustee shall be deemed to
have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or
co-trustee shall refer to this Agreement and the conditions of this Article. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be
vested with the estates or property specified in its 

  

					
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instrument of appointment, either jointly with the Owner Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision
of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Owner Trustee. Each such instrument shall be filed with the Owner Trustee and copies thereof given to the Seller and the Administrator. 

If any separate trustee or co-trustee shall become incapable of acting, resign or be removed, all of
its estates, properties, rights, remedies and trusts shall vest in the Owner Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. The Owner Trustee shall have no obligation to determine whether a co-trustee or separate trustee is legally required in any jurisdiction in which any part of the Trust Estate may be located. The Owner Trustee shall not have any responsibility or liability for or with respect to,
and shall not be required to supervise or monitor, any separate trustee or co-trustee duly appointed hereunder unless otherwise expressly required by the instrument of appointment. 

ARTICLE XI 

MISCELLANEOUS 
 SECTION
11.1. Amendments. 
 (a) Any term or provision of this Agreement may be amended by the Seller and the Owner Trustee,
at the direction of the Administrator, without the consent of the Indenture Trustee, any Noteholder, any Certificateholder the Issuer or any other Person subject to the satisfaction of one of the following conditions: 

(i) the Seller delivers an Opinion of Counsel 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 notifies the Indenture Trustee in writing that the Rating Agency Condition is satisfied with respect to such amendment. 

(b) This Agreement may also be amended from time to time by the Seller and the Owner Trustee, at the direction of the
Administrator, with the consent of the Holders of Notes evidencing not less than a majority of the aggregate principal amount 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. It will not be necessary to obtain the consent of the 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 may also be amended from time to
time by the Seller and the Owner Trustee, which may be at the direction of the Administrator for the purpose of conforming the terms of this Agreement to the description thereof in the Prospectus or, to the extent not contrary to the Prospectus, to
the description thereof in an offering memorandum with respect to the 144A Notes or the Certificates without the consent of the Indenture Trustee, any Noteholder, the Issuer or any other Person, provided, however, that the Seller shall
provide written notification of such amendment to the Indenture Trustee and promptly after execution of any such amendment, the Seller shall furnish a copy of such amendment to the Indenture Trustee. 

(d) Prior to the execution of any amendment pursuant to this Section 11.1, the Seller shall provide
written notification of the substance of such amendment to each Rating Agency and the Owner Trustee; and promptly after the execution of any such amendment, the Seller shall furnish a copy of such amendment to each Rating Agency and the Indenture
Trustee; provided, that no amendment pursuant to this Section 11.1 shall be effective which affects the rights, protections or duties of the Indenture Trustee, the Certificate Paying Agent or the Certificate
Registrar 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 or any other Transaction Document, the Owner 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 the other Transaction Documents and that all conditions precedent to the execution and
delivery of such amendment have been satisfied. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s own rights, duties or immunities under this Agreement. 

(f) Notwithstanding subsections (a) and (b) of this Section 11.1, this Agreement may only be
amended by the Seller and the Owner Trustee at the direction of the Administrator if (i) the Majority Certificateholders, or, if 100% of the aggregate Percentage Interests is then beneficially owned by Santander Consumer and/or its Affiliates,
such Person (or Persons) consent to such amendment or (ii) such amendment shall not, as evidenced by an Officer’s Certificate of the Seller or an Opinion of Counsel delivered to the Indenture Trustee and the Owner Trustee, materially and
adversely affect the interests of the Certificateholders. In determining whether 100% of the aggregate Percentage Interests is then beneficially owned by Santander Consumer and/or its Affiliates for purposes of clause (i), any party shall be
entitled to rely on an Officer’s Certificate or similar certification of Santander Consumer or any Affiliate thereof to such effect. 

SECTION 11.2. No Legal Title to Trust Estate in Certificateholders. The Certificateholders shall not have legal title to any
part of the Trust Estate. A Certificateholder shall be entitled to receive distributions with respect to its undivided Percentage Interest therein only in accordance with Articles V and IX. No transfer, by operation of law or
otherwise, of any right, title or interest of a Certificateholder to and in its ownership interest in the Trust Estate 

  

					
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shall operate to terminate this Agreement or the trusts hereunder or entitle any transferee to an accounting or to the transfer to it of legal title to any part of the Trust Estate. 

SECTION 11.3. Limitations on Rights of Others. The provisions of this Agreement are solely for the benefit of the Owner Trustee, the
Seller, the Administrator, the Certificateholders and, to the extent expressly provided herein, the Indenture Trustee and the Noteholders, and nothing in this Agreement, whether express or implied, shall be construed to give to any other Person any
legal or equitable right, remedy or claim in the Trust Estate or under or in respect of this Agreement or any covenants, conditions or provisions contained herein. 

SECTION 11.4. Notices. 

(a) Unless otherwise expressly specified or permitted by the terms hereof, all notices shall be in writing and shall be deemed
given by telecopy with receipt acknowledged by the recipient thereof or upon receipt personally delivered, delivered by overnight courier or mailed certified mail, return receipt requested or via electronic transmission, if to the Owner Trustee or
to the Certificate Registrar or Certificate Paying Agent, addressed as specified on Schedule I to the Sale and Servicing Agreement; or, as to each party, at such other address as shall be designated by such party in a written notice to each
other party. 
 (b) Any notice required or permitted to be given to a Certificateholder shall be given by first-class mail,
postage prepaid, at the address of such Certificateholder as shall be designated by such party in a written notice to each other party. Any notice so mailed within the time prescribed in this Agreement shall be conclusively presumed to have been
duly given, whether or not such Certificateholder receives such notice. 
 SECTION 11.5. Severability. Any provision of this
Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 
 SECTION 11.6.
Separate Counterparts. This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same
instrument. 
 SECTION 11.7. Successors and Assigns. All covenants and agreements contained herein shall be binding upon, and inure
to the benefit of, the Seller, the Owner Trustee and its successors and each Certificateholder and its successors and permitted assigns, all as herein provided. Any request, notice, direction, consent, waiver or other instrument or action by the
Certificateholders shall bind the successors and assigns of the Certificateholders. 
 SECTION 11.8. No Petition. 

(a) To the fullest extent permitted by law each of the Owner Trustee (in its individual capacity), the Seller, each
Certificateholder, by accepting the Certificate, and 

  

					
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the Indenture Trustee and each Noteholder or Note Owner by accepting the benefits of this Agreement, hereby covenants and 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 the Bankruptcy Remote Parties (i) such party shall not authorize any Bankruptcy Remote Party to commence a voluntary winding-up or other voluntary case or other Proceeding seeking liquidation, reorganization or other relief with respect to such Bankruptcy Remote Party or its debts under any bankruptcy, insolvency or other similar
law now or hereafter in effect in any jurisdiction or seeking the appointment of an administrator, a trustee, receiver, liquidator, custodian or other similar official with respect to such Bankruptcy Remote Party or any substantial part of its
property or to consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case of 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 or institute, with any other Person, any Proceeding against such Bankruptcy Remote Party under any
bankruptcy, reorganization, arrangement, liquidation or insolvency law or statute now or hereafter in effect in any jurisdiction. Without limiting the foregoing, in no event shall the Owner Trustee authorize, institute or join in any bankruptcy or
similar Proceeding described in the preceding sentence other than in accordance with Section 4.3; provided, however, that the foregoing shall not prevent the Owner Trustee from filing a proof of claim in any
such Proceeding. 
 (b) The Seller’s obligations under this Agreement 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, each of the Owner Trustee (in its individual capacity
and as the Owner Trustee), by entering into or accepting this Agreement, each Certificateholder, by accepting a Certificate, and the Indenture Trustee and each Noteholder or Note Owner, by accepting the benefits of this Agreement, hereby
acknowledges and agrees that such Person has 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, each of the Owner Trustee, the
Indenture Trustee, each Noteholder or Note Owner and each Certificateholder 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 such Person 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 all 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 


  

					
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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. Each of the Owner Trustee (in its individual capacity and as the Owner Trustee), by entering into or accepting this Agreement, each Certificateholder, by accepting a Certificate, and the
Indenture Trustee and each Noteholder or Note Owner, by accepting the benefits of this Agreement, hereby further acknowledges and agrees that no adequate remedy at law exists for a breach of this Section 11.8 and the terms
of this Section 11.8 may be enforced by an action for specific performance. The provisions of this Section 11.8 will be for the third party benefit of those entitled to rely thereon and will
survive the termination of this Agreement. 
 SECTION 11.9. Information Request. 

(a) The Owner Trustee shall provide any information regarding the Issuer in its possession reasonably requested in writing by
the Servicer, the Administrator, 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. 

(b) It shall be the Administrator’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to
cause the Issuer to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the trust, its assets or the conduct of its
business; provided, that, the Owner Trustee hereby agrees to cooperate with the Administrator and to comply with any reasonable request made by the Administrator for the delivery of information or documents to the Administrator in the Owner
Trustee’s actual possession relating to any such regulatory, administrative, governmental, investigative or other proceeding or inquiry. 

SECTION 11.10. Headings. The headings of the various Articles and Sections herein are for convenience of reference only and shall not
define or limit any of the terms or provisions hereof. 
 SECTION 11.11. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. 

SECTION 11.12. Waiver of Trial; Submission to Jurisdiction. Each of the parties hereto herby 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 

  

					
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general jurisdiction of the courts of the State of Delaware, the courts of the United States of America for the District of Delaware 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; 

(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 11.4 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 11.13. Form 10-D and Form 10-K Filings. So long
as the Seller is filing Exchange Act Reports with respect to the Issuer (i) no later than each Payment Date, the Owner Trustee shall notify the Seller of any Form 10-D Disclosure Item with respect to the
Owner Trustee, together with a description of any such Form 10-D Disclosure Item in form and substance reasonably acceptable to the Seller and (ii) no later than March 15 of each calendar year,
commencing March 15, 20[ ], the Owner Trustee shall notify the Seller in writing of any affiliations or relationships between the Owner Trustee and any Item 1119 Party; provided, that no such notification need be made if the affiliations
or relationships are unchanged from those provided in the notification in the prior calendar year. 
 SECTION 11.14. Form 8-K Filings. So long as the Seller is filing Exchange Act Reports with respect to the Issuer, the Owner Trustee shall promptly notify the Seller, but in no event later than four (4) Business Days after its
occurrence, of any Reportable Event described in clause (e) of the definition thereof with respect to the Owner Trustee of which a Responsible Officer of the Owner Trustee has actual knowledge (other than a Reportable Event described in
clause (e) of the definition thereof as to which the Seller or the Servicer has actual knowledge). The Owner Trustee shall be deemed to have actual knowledge of any such event solely to the extent that it relates to the Owner Trustee in
its individual capacity or any action taken by the Owner Trustee (and not by someone else on its behalf) under this Agreement. 
 SECTION
11.15. Information to Be Provided by the Owner Trustee. The Owner Trustee shall provide the Seller and Santander Consumer with (i) notification, as soon as practicable and in any event within five Business Days, of all demands
communicated to a Responsible Officer of the Owner Trustee for the repurchase or replacement of any Receivable pursuant to 

  

					
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Section 3.4 of the Purchase Agreement and (ii) promptly upon reasonable request by the Seller or Santander Consumer, any other information reasonably requested by
such Person to facilitate compliance by such Persons with Rule 15Ga-1 under the Exchange Act, and Items 1104(e) and 1121(c) of Regulation AB. In no event shall the Owner Trustee be deemed to be a
“securitizer” as defined in Section 15G(a) of the Exchange Act with respect to the transactions contemplated by the Transaction Documents, nor shall it have any responsibility for making any filing to be made by a
securitizer under the Exchange Act or Regulation AB with respect to the transactions contemplated by the Transaction Documents. 
 SECTION
11.16. [Limitation of Rights of Swap Counterparty. All of the rights of the Swap Counterparty in, to and under this Agreement, if any, shall terminate upon the termination of the Interest Rate Swap Agreement in accordance with the terms
hereof and the payment in full of all amounts owing to the Swap Counterparty.] 
 SECTION 11.17. 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
[                    ], in its capacity as Certificate Paying Agent, Indenture Trustee and Certificate Registrar, 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. 

[Remainder of Page Intentionally Left Blank] 

  

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

			
	[    ], as Owner Trustee
		
	By:	 	          

	Name:	 	
	Title:	 	



  

					
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	SANTANDER DRIVE AUTO RECEIVABLES LLC
		
	By:	 	
                     
    

	Name:	 	
	Title:	 	



  

					
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 Acknowledged and Agreed: 

 

			
	[                    ], as Certificate Registrar and Certificate Paying Agent
		
	By:	 	
                 

	Name:	 	
	Title:	 	


 Acknowledged and Agreed with 

respect to Sections 8.1 and 8.2: 
  

			
	SANTANDER CONSUMER USA INC., as Servicer
		
	By:	 	
                 

	Name:	 	
	Title:	 	


  

  

					
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 EXHIBIT A 

FORM OF CERTIFICATE 
 NUMBER 

R-             

Principal Amount of this Certificate: $[                ] 

Aggregate Amount of all Certificates: $100,000 (which shall be 

deemed to be the equivalent of 100,000 units) 

Percentage Interest of this Certificate: [        ]% 

[CUSIP NO.                 ] 

[ISIN                 ] 

[SANTANDER] DRIVE AUTO RECEIVABLES TRUST 20[    ]-[    ] 

CERTIFICATE 
 [UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] 

(This Certificate does not represent an interest in or obligation of Santander Drive Auto Receivables LLC, Santander Consumer USA Inc. or
any of their respective Affiliates, except to the extent described below.) 
 THIS CERTIFICATE IS NOT NEGOTIABLE. 

THIS CERTIFICATE OR ANY INTEREST HEREIN HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND THE ISSUER HAS NOT BEEN REGISTERED UNDER THE UNITED STATES INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “INVESTMENT COMPANY ACT”). THIS
CERTIFICATE OR ANY INTEREST HEREIN MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, EXCEPT (A) (1) TO A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT (A “QUALIFIED INSTITUTIONAL
BUYER”) WHO IS EITHER PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A OR (2) TO THE SELLER OR ANY OF ITS AFFILIATES AND BY THE SELLER OR ANY OF ITS
AFFILIATES AS PART OF THE INITIAL 

  

					
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DISTRIBUTION OR ANY REDISTRIBUTION OF THE CERTIFICATES BY THE SELLER OR ANY OF ITS AFFILIATES AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND
ANY OTHER APPLICABLE JURISDICTION. EACH PURCHASER WILL BE DEEMED TO HAVE MADE CERTAIN REPRESENTATIONS AND AGREEMENTS SET FORTH IN THE TRUST AGREEMENT. ANY TRANSFER IN VIOLATION OF THE FOREGOING WILL BE OF NO FORCE AND EFFECT, WILL BE VOID AB INITIO,
AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO THE TRANSFEREE, NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE ISSUER, THE OWNER TRUSTEE, OR ANY INTERMEDIARY. IF AT ANY TIME, THE ISSUER DETERMINES OR IS NOTIFIED THAT THE HOLDER OF SUCH
CERTIFICATE OR PERCENTAGE INTEREST IN SUCH CERTIFICATE WAS IN BREACH, AT THE TIME GIVEN, OF ANY OF THE REPRESENTATIONS SET FORTH IN THE TRUST AGREEMENT, THE ISSUER AND THE OWNER TRUSTEE MAY CONSIDER THE ACQUISITION OF THIS CERTIFICATE OR SUCH
INTEREST IN SUCH CERTIFICATE VOID AND REQUIRE THAT THIS CERTIFICATE OR SUCH INTEREST HEREIN BE TRANSFERRED TO A PERSON DESIGNATED BY THE ISSUER. 

BY ACQUIRING THIS CERTIFICATE (OR INTEREST HEREIN), EACH PURCHASER AND TRANSFEREE (AND IF THE PURCHASER OR TRANSFEREE IS A PLAN (AS DEFINED
BELOW), ITS FIDUCIARY) IS DEEMED TO REPRESENT AND WARRANT THAT SUCH PURCHASER OR TRANSFEREE IS NOT ACQUIRING THIS CERTIFICATE (OR INTEREST HEREIN) WITH THE ASSETS OF A PLAN THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) (EACH OF THE FOREGOING, A “BENEFIT PLAN INVESTOR”), OR A PLAN THAT IS SUBJECT TO A LAW THAT IS SUBSTANTIALLY
SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”). FOR PURPOSES OF THE FOREGOING, “PLAN” MEANS AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF ERISA WHETHER OR NOT SUBJECT TO TITLE I OF
ERISA, A “PLAN” AS DEFINED IN SECTION 4975 OF THE CODE, OR AN ENTITY OR ACCOUNT DEEMED TO HOLD THE PLAN ASSETS OF ANY OF THE FOREGOING. 

EACH PURCHASER OR TRANSFEREE SHALL REPRESENT AND WARRANT THAT IT IS A U.S. PERSON. EACH PURCHASER OR TRANSFEREE WILL BE DEEMED TO HAVE MADE
CERTAIN REPRESENTATIONS AND AGREEMENTS SET FORTH IN THE TRUST AGREEMENT. ANY TRANSFER IN VIOLATION OF THE FOREGOING WILL BE OF NO FORCE AND EFFECT, WILL BE VOID AB INITIO, AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO THE PURCHASER OR TRANSFEREE,
NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE ISSUER, THE OWNER TRUSTEE, OR ANY INTERMEDIARY. IF AT ANY TIME, THE ISSUER DETERMINES OR IS NOTIFIED THAT THE PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE OR BENEFICIAL INTEREST IN SUCH
CERTIFICATE WAS IN BREACH, AT THE TIME GIVEN, OF ANY OF THE REPRESENTATIONS SET FORTH IN THE TRUST AGREEMENT, THE ISSUER AND THE OWNER TRUSTEE MAY CONSIDER THE ACQUISITION OF THIS CERTIFICATE OR SUCH INTEREST IN SUCH CERTIFICATE


  

					
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VOID AND REQUIRE THAT THIS CERTIFICATE OR SUCH INTEREST HEREIN BE TRANSFERRED TO A PERSON DESIGNATED BY THE ISSUER. 

TRANSFERS OF THIS CERTIFICATE MUST GENERALLY BE ACCOMPANIED BY APPROPRIATE TAX TRANSFER DOCUMENTATION AND ARE SUBJECT TO RESTRICTIONS AS
PROVIDED IN THE TRUST AGREEMENT. EACH PURCHASER OR TRANSFEREE OF THIS CERTIFICATE (OR INTEREST HEREIN) WILL BE REQUIRED TO PROVIDE TO THE OWNER TRUSTEE, THE ADMINISTRATOR, THE INDENTURE TRUSTEE AND THE CERTIFICATE PAYING AGENT A CERTIFICATION OF NON-FOREIGN STATUS (E.G., IRS FORM W-9), SIGNED UNDER PENALTIES OF PERJURY, OR OTHER INFORMATION OR DOCUMENTATION REQUESTED BY THE OWNER TRUSTEE, THE ADMINISTRATOR, THE
INDENTURE TRUSTEE OR THE CERTIFICATE PAYING AGENT TO DETERMINE THAT PAYMENTS ON THIS CERTIFICATE WILL NOT BE SUBJECT TO WITHHOLDING UNDER U.S. TAX LAW. 

THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN MINIMUM DENOMINATIONS OF $5,000 AND INTEGRAL MULTIPLES OF $1 IN EXCESS THEREOF. NO DISTRIBUTIONS
OF MONEYS TO THE CERTIFICATEHOLDERS UNDER THE TRANSACTION DOCUMENTS SHALL BE DEEMED TO REDUCE THE NOMINAL PRINCIPAL AMOUNT OF ANY CERTIFICATE PRIOR TO PAYMENT IN FULL OF ALL OUTSTANDING NOTES; PROVIDED, THAT THE FINAL AGGREGATE $100,000 DISTRIBUTED
TO THE CERTIFICATEHOLDERS UNDER THE TRANSACTION DOCUMENTS UPON FINAL DISTRIBUTION OF THE TRUST ESTATE AND TERMINATION OF THE ISSUER SHALL BE DEEMED TO REPAY THE AGGREGATE NOMINAL PRINCIPAL AMOUNT OF THE CERTIFICATES IN FULL; PROVIDED, FURTHER, THAT
ANY FAILURE TO PAY IN FULL THE OUTSTANDING PRINCIPAL BALANCE OF A CERTIFICATE ON SUCH FINAL DISTRIBUTION DATE SHALL NOT RESULT IN A CLAIM AGAINST OR LIABILITY OF ANY PERSON FOR SUCH SHORTFALL. 

THIS CERTIFIES THAT
                                         is the
registered owner of a         % nonassessable, fully-paid, Percentage Interest in the Trust Estate of [SANTANDER] DRIVE AUTO RECEIVABLES TRUST
20[    ]-[    ], a Delaware statutory trust (the “Issuer”) formed by Santander Drive Auto Receivables LLC, a Delaware limited liability company, as depositor (the
“Seller”). 
 The Issuer was created pursuant to a Trust Agreement dated as of [    ],
20[    ] (as amended and restated as of [    ], 20[    ], the “Trust Agreement”), between the Seller and [    ], as owner trustee (the
“Owner Trustee”), a summary of certain of the pertinent provisions of which is set forth below. To the extent not otherwise defined herein, the capitalized terms used herein have the meanings assigned to them in the Sale and
Servicing Agreement, dated as of [    ], 20[    ], between the Seller, the Issuer, [    ], as Indenture Trustee, and Santander Consumer USA Inc., as Servicer, as the same may
be amended or supplemented from time to time. 
 This Certificate is issued under and is subject to the terms, provisions and conditions of
the Trust Agreement, to which Trust Agreement the holder of this Certificate by virtue of the acceptance hereof assents and by which such holder is bound. The provisions and conditions of 

  

					
		 	A-3	  	 Amended and Restated

Trust Agreement (20[    ]-[  
])















 
the Trust Agreement are hereby incorporated by reference as though set forth in their entirety herein. 

The holder of this Certificate acknowledges and agrees that its rights to receive distributions in respect of this Certificate are
subordinated to the rights of the Noteholders as described in the Indenture, the Sale and Servicing Agreement and the Trust Agreement, as applicable. 

THIS CERTIFICATE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT
OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. 

By accepting this Certificate, the Certificateholder hereby covenants and 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 the Bankruptcy Remote Parties (i) such party shall not authorize any Bankruptcy Remote Party to commence a voluntary winding-up or other voluntary case or other Proceeding seeking liquidation, reorganization or other relief with respect to such Bankruptcy Remote Party or its debts under any bankruptcy, insolvency or other similar
law now or hereafter in effect in any jurisdiction or seeking the appointment of an administrator, a trustee, receiver, liquidator, custodian or other similar official with respect to such Bankruptcy Remote Party or any substantial part of its
property or to consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case of 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 Person shall not commence, join or institute against, 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. 
 By
acquiring this Certificate (or interest herein), each purchaser and transferee (and if the purchaser or transferee is a Plan, its fiduciary) is deemed to represent and warrant that such purchaser or transferee is not a Benefit Plan Investor or a
Plan that is subject to Similar Law. 
 It is the intention of the parties to the Trust Agreement that, solely for United States federal
income or state and local income, franchise and value added tax purposes, (i) so long as there is a single Certificateholder for United States federal income tax purposes, the Issuer will be disregarded as an entity separate from such
Certificateholder, and if there is more than one Certificateholder for United States federal income tax purposes, the Issuer will be treated as a partnership that is not treated as a publicly traded partnership; and (ii) the Notes will be
characterized as debt. By accepting this Certificate, the Certificateholder agrees to take no action inconsistent with the foregoing intended tax treatment. 

By accepting this Certificate, the Certificateholder acknowledges that this Certificate represents a Percentage Interest in the Issuer only
and does not represent interests in or obligations of the Seller, the Servicer, the Administrator, the Owner Trustee, the Indenture 

  

					
		 	A-4	  	 Amended and Restated

Trust Agreement (20[    ]-[  
])















 
Trustee or any of their respective Affiliates and no recourse may be had against such parties or their assets, except as expressly set forth or contemplated in this Certificate, the Trust
Agreement or any other Transaction Document. 

  

					
		 	A-5	  	 Amended and Restated

Trust Agreement (20[    ]-[  
])















 IN WITNESS WHEREOF, the Issuer has caused this Certificate to be duly executed. 

 

			
	 [SANTANDER] DRIVE AUTO RECEIVABLES

TRUST 20[     ]-[     ]

	
	 By: [     ], not in its individual capacity, but solely as

Owner Trustee

		
	By:	 	
                     


	Name:
	Title:	 	



  

					
		 	A-6	  	 Amended and Restated

Trust Agreement (20[    ]-[  
])















 CERTIFICATE REGISTRAR’S CERTIFICATE OF AUTHENTICATION 

This is the Certificate referred to in the within-mentioned Trust Agreement. 

 

			
	[     ], not in its individual capacity but solely as Certificate Registrar
		
	By:	 	
                     


	Name:
	Title:	 	



  

					
		 	A-7	  	 Amended and Restated

Trust Agreement (20[    ]-[  
])















 ASSIGNMENT 

FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto 

PLEASE INSERT SOCIAL SECURITY 
 OR OTHER IDENTIFYING NUMBER OF
ASSIGNEE 

[                          
      ] 
  
  

(Please print or type name and address, including postal zip code, of assignee) 
  

 
 the within Certificate, (Asset Backed Certificate
No. R-    issued by [Santander] Drive Auto Receivables Trust 20[     ]-[     ]), and all rights thereunder, hereby irrevocably constituting and
appointing 

                          
          Attorney to transfer said Certificate on the books of the Certificate Registrar, with full power of substitution in the premises 

Dated:
                                , 20[    ] 

 

			
	[                                    
]
		
	By:	 	
                     


	Name:
	Title:	 	


 Guaranteed: 

 

	[*	 NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on
the face of the within Certificate in every particular, without alteration, enlargement or any change whatever. Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Certificate Registrar,
which requirements include membership or participation in STAMP or such other “signature guarantee program” as may be determined by the Certificate Registrar in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.] 



  

					
		 	A-8	  	 Amended and Restated

Trust Agreement (20[    ]-[  
])















 EXHIBIT B 

FORM OF CERTIFICATE INVESTOR REPRESENTATION LETTER 

[        ], 20         

[Santander] Drive Auto Receivables Trust 20[ ]-[ ] 

c/o [     ] 
 Facsimile:
[     ] 
 Attention: [     ] 

[     ], 
 as Certificate Registrar 

[     ] 
 Facsimile:
[     ] 
 Attention: [     ] 

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

 

	 	Re:	 Transfer of [Santander] Drive Auto Receivables Trust 20[    
]-[     ] 


 Certificates, (the “Certificates”) 

Ladies and Gentlemen: 
 This letter is delivered
pursuant to Section 3.7 of the Amended and Restated Trust Agreement, dated as of [    ], 20[    ] (the “Trust Agreement”), between Santander Drive Auto
Receivables LLC, as Seller (the “Seller”), and [     ], as Owner Trustee (the “Owner Trustee”), in connection with the transfer by
                                         (the
“Transferor”) to the undersigned (the “Transferee”) of [    ]% Percentage Interest of the Certificates with a nominal principal amount of $[     ]1. Capitalized terms used and not otherwise defined herein have the meanings assigned to such terms in the Trust Agreement. 

In connection with such transfer, the undersigned hereby represents and warrants to you and the addressees hereof as follows: 

(i) The Transferee is either (a) an Affiliate of the Seller or is acquiring its interest in the Certificates as part of
the initial distribution or any redistribution of the Certificates by the Seller or one of its Affiliates or (b) (1) is a Qualified Institutional Buyer, (2) is aware that the sale of the Certificates (other than a sale of the Certificates
by the Seller or any of its Affiliates as part of the initial distribution or any redistributions of the Certificates by the Seller or any of its Affiliates) to it is being made in reliance on the exemption from registration 

 

	1 	 In minimum denominations of $5,000 and integral multiples of $1 in excess thereof.




  

					
		 	B-1	  	 Amended and Restated

Trust Agreement (20[    ]-[  
])















 
provided by Rule 144A, and (3) is acquiring the Certificates for its own account or for one or more accounts, each of which is a Qualified Institutional Buyer, and as to each of which the
owner exercises sole investment discretion; 
 (ii) The Transferee understands that the Certificates will bear a legend to
the following effect: 
 “THIS CERTIFICATE OR ANY INTEREST HEREIN HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND THE ISSUER HAS NOT BEEN REGISTERED UNDER THE UNITED STATES INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE
“INVESTMENT COMPANY ACT”). THIS CERTIFICATE OR ANY INTEREST HEREIN MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, EXCEPT (A) (1) TO A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT
(A “QUALIFIED INSTITUTIONAL BUYER”) WHO IS EITHER PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A OR (2) TO THE SELLER OR ANY OF ITS
AFFILIATES AND BY THE SELLER OR ANY OF ITS AFFILIATES AS PART OF THE INITIAL DISTRIBUTION OR ANY REDISTRIBUTION OF THE CERTIFICATES BY THE SELLER OR ANY OF ITS AFFILIATES AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF
THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION. EACH PURCHASER WILL BE DEEMED TO HAVE MADE CERTAIN REPRESENTATIONS AND AGREEMENTS SET FORTH IN THE TRUST AGREEMENT. ANY TRANSFER IN VIOLATION OF THE FOREGOING WILL BE OF NO FORCE AND EFFECT,
WILL BE VOID AB INITIO, AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO THE TRANSFEREE, NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE ISSUER, THE OWNER TRUSTEE, OR ANY INTERMEDIARY. IF AT ANY TIME, THE ISSUER DETERMINES OR IS
NOTIFIED THAT THE HOLDER OF SUCH CERTIFICATE OR PERCENTAGE INTEREST IN SUCH CERTIFICATE WAS IN BREACH, AT THE TIME GIVEN, OF ANY OF THE REPRESENTATIONS SET FORTH IN THE TRUST AGREEMENT, THE ISSUER AND THE OWNER TRUSTEE MAY CONSIDER THE ACQUISITION
OF THIS CERTIFICATE OR SUCH INTEREST IN SUCH CERTIFICATE VOID AND REQUIRE THAT THIS CERTIFICATE OR SUCH INTEREST HEREIN BE TRANSFERRED TO A PERSON DESIGNATED BY THE ISSUER. 

  

					
		 	B-2	  	 Amended and Restated

Trust Agreement (20[    ]-[  
])















 BY ACQUIRING THIS CERTIFICATE (OR INTEREST HEREIN), EACH PURCHASER AND TRANSFEREE (AND IF
THE PURCHASER OR TRANSFEREE IS A PLAN (AS DEFINED BELOW), ITS FIDUCIARY) IS DEEMED TO REPRESENT AND WARRANT THAT SUCH PURCHASER OR TRANSFEREE IS NOT ACQUIRING THIS CERTIFICATE (OR INTEREST HEREIN) WITH THE ASSETS OF A PLAN THAT IS SUBJECT TO TITLE I
OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) (EACH OF THE FOREGOING, A “BENEFIT PLAN INVESTOR”), OR A PLAN
THAT IS SUBJECT TO A LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”). FOR PURPOSES OF THE FOREGOING, “PLAN” MEANS AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3)
OF ERISA WHETHER OR NOT SUBJECT TO TITLE I OF ERISA, A “PLAN” AS DEFINED IN SECTION 4975 OF THE CODE, OR AN ENTITY OR ACCOUNT DEEMED TO HOLD THE PLAN ASSETS OF ANY OF THE FOREGOING. 

EACH PURCHASER OR TRANSFEREE SHALL REPRESENT AND WARRANT THAT IT IS A U.S. PERSON. EACH PURCHASER OR TRANSFEREE WILL BE DEEMED TO HAVE MADE
CERTAIN REPRESENTATIONS AND AGREEMENTS SET FORTH IN THE TRUST AGREEMENT. ANY TRANSFER IN VIOLATION OF THE FOREGOING WILL BE OF NO FORCE AND EFFECT, WILL BE VOID AB INITIO, AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO THE PURCHASER OR TRANSFEREE,
NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE ISSUER, THE OWNER TRUSTEE, OR ANY INTERMEDIARY. IF AT ANY TIME, THE ISSUER DETERMINES OR IS NOTIFIED THAT THE PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE OR BENEFICIAL INTEREST IN SUCH
CERTIFICATE WAS IN BREACH, AT THE TIME GIVEN, OF ANY OF THE REPRESENTATIONS SET FORTH IN THE TRUST AGREEMENT, THE ISSUER AND THE OWNER TRUSTEE MAY CONSIDER THE ACQUISITION OF THIS CERTIFICATE OR SUCH INTEREST IN SUCH CERTIFICATE VOID AND REQUIRE
THAT THIS CERTIFICATE OR SUCH INTEREST HEREIN BE TRANSFERRED TO A PERSON DESIGNATED BY THE ISSUER. 
 TRANSFERS OF THIS CERTIFICATE MUST
GENERALLY BE ACCOMPANIED BY APPROPRIATE TAX TRANSFER DOCUMENTATION AND ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE TRUST AGREEMENT. EACH PURCHASER OR TRANSFEREE OF THIS CERTIFICATE (OR INTEREST HEREIN) WILL BE REQUIRED TO PROVIDE TO THE OWNER
TRUSTEE, THE ADMINISTRATOR, THE INDENTURE TRUSTEE AND THE 

  

					
		 	B-3	  	 Amended and Restated

Trust Agreement (20[    ]-[  
])















 
CERTIFICATE PAYING AGENT A CERTIFICATION OF NON-FOREIGN STATUS (E.G., IRS FORM W-9), SIGNED UNDER PENALTIES OF
PERJURY, OR OTHER INFORMATION OR DOCUMENTATION REQUESTED BY THE OWNER TRUSTEE, THE ADMINISTRATOR, THE INDENTURE TRUSTEE OR THE CERTIFICATE PAYING AGENT TO DETERMINE THAT PAYMENTS ON THIS CERTIFICATE WILL NOT BE SUBJECT TO WITHHOLDING UNDER U.S. TAX
LAW.” 
 (iii) The Transferee understands that the Certificates are being offered only in a transaction not involving
any public offering in the United States within the meaning of the Securities Act, none of the Certificates have been or will be registered under the Securities Act, and, if in the future the Transferee decides to offer, resell, pledge or otherwise
transfer the Certificates, such Certificates may only be offered, resold, pledged or otherwise transferred in accordance with the Trust Agreement. The Transferee acknowledges that no representation is being made by the Issuer as to the availability
of any exemption under the Securities Act or any applicable State securities laws for resale of the Certificates; 
 (iv) The
Transferee understands that an investment in the Certificates involves certain risks, including the risk of loss of all or a substantial part of its investment under certain circumstances. The Transferee has had access to such financial and other
information concerning the Issuer and the Certificates as it deemed necessary or appropriate in order to make an informed investment decision with respect to its purchase of the Certificates. The Transferee has such knowledge and experience in
financial and business matters that the Transferee is capable of evaluating the merits and risks of its investment in the Certificates, and the transferee and any accounts for which it is acting are each able to bear the economic risk of its
investment; 
 (v) The Transferee will not make any general solicitation by means of general advertising or in any other
manner, or take any other action that would constitute a distribution of the Certificates under the Securities Act or that would render the disposition of the Certificates a violation of Section 5 of the Securities Act or any other applicable
securities laws or require registration pursuant thereto, and will not authorize any Person to act on its behalf, in such manner with respect to the Certificates; 

(vi) The Transferee is not acquiring the Certificates with a view to the resale, distribution or other disposition thereof in
violation of the Securities Act; 
 (vii) The transferee will provide notice to each Person to whom it proposes to transfer
any interest in the Certificates of the transfer restrictions and representations set forth in the Trust Agreement, including the Exhibits thereto; 

  

					
		 	B-4	  	 Amended and Restated

Trust Agreement (20[    ]-[  
])















 (viii) The Transferee agrees that it will not offer or sell, or otherwise
transfer the Certificates to any person unless the transferee of the Certificates has executed a Certificate Investor Representation Letter; 

(ix) The Transferee is not acquiring the Certificates (or any interest therein) with the assets of (a) an “employee
benefit plan” as defined in Section 3(3) of ERISA, which is subject to Title I of ERISA, (b) a “plan” defined in Section 4975(e)(1) of the Code, which is subject to Section 4975 of the Code, (c) an entity
whose underlying assets are deemed to include assets of any of the foregoing by reason of such employee benefit plan’s or plan’s investment in such entity or (d) any government plan, non-U.S.
plan, church plan or other employee benefit plan or arrangement that is subject to Similar Law; 
 (x) The Transferee
understands that if (a) a transfer or attempted or purported transfer of any Certificate or interest therein was consummated in compliance with the provisions of the Trust Agreement on the basis of a materially incorrect certification from the
Transferor or purported transferee, (b) a transferee failed to deliver to the Certificate Registrar a Certificate Investor Representation Letter or (c) the Certificateholder of any Certificate or interest therein is in material breach of
any representation or agreement set forth in any certificate or any deemed representation or agreement of such Certificateholder, the Certificate Registrar, upon actual knowledge of such circumstances, will not register such attempted or purported
transfer and, if a transfer has been registered, such transfer shall be absolutely null and void ab initio and shall not operate to transfer any rights to the purported transferee (such purported transferee, a “Disqualified
Transferee”) and the last preceding Certificateholder of such Certificateholder that was not a Disqualified Transferee shall be restored to all rights as a Certificateholder thereof retroactively to the date of the purported transfer of
such Certificate by such Certificateholder; 
 (xi) The Transferee acknowledges and agrees that it has complied and will
comply with the following: 
 (1) We have neither acquired nor will we transfer any Certificate we purchase (or any interest therein) or
cause any such Certificate (or any interest therein) to be marketed on or through an “established securities market” within the meaning of Section 7704(b)(1) of the Code, including, without limitation, an over-the-counter-market or an interdealer quotation system that regularly disseminates firm buy or sell quotations. 

(2) We either (A) are not, and will not become, a partnership, Subchapter S corporation or grantor trust for U.S. federal income tax
purposes (or disregarded entity the single owner of which is any of the foregoing) or (B) are such an entity, but no more than 50% of the value of any of the direct or indirect beneficial interests in us (or in the case of a disregarded entity,
the interests of our single owner) is or will be 

  

					
		 	B-5	  	 Amended and Restated

Trust Agreement (20[    ]-[  
])















 
attributable to our (or in the case of a disregarded entity, our single owner’s) interest in Restricted Notes and the Certificates. 

(3) We (A) are acquiring the Certificate for the account of [    ] Persons as agent or nominee and we will notify the
Certificate Registrar, the Indenture Trustee and the Seller of any changes in the number of such Persons and (B) understand that any such change in the number of Persons for whose account a Certificate is held shall require the written consent
of the Seller, on behalf of the Issuer, which consent shall be granted unless the Seller determines that such proposed change in number of Persons would create a risk that the Issuer would be classified for federal or any applicable state tax
purposes as an association (or a publicly traded partnership) taxable as a corporation. 
 (4) We understand that no subsequent transfer of
the Certificates (or any interest therein) is permitted unless (A) such transfer is of a Certificate with a Percentage Interest of more than 5% (or of an interest in a Certificate representing a Percentage Interest of more than 5%), (B) the
proposed transferee provides to the Certificate Registrar a letter substantially in the form of this letter or such other written statement as the Certificate Registrar shall prescribe and (C) the Seller, on behalf of the Issuer, consents in
writing to the proposed transfer, which consent shall be granted unless the Seller determines that such transfer would create a risk that the Issuer would be classified for federal or any applicable state tax purposes as an association (e.g., the
transfer could cause the aggregate number of beneficial owners of Restricted Notes, the Certificates (or interests therein) and any instrument with respect to which there has not been rendered an opinion that it will be treated as debt for United
States federal income tax purposes, issued by an entity 50% or more of the value of which is or will be attributable to direct or indirect interests in the Issuer, to exceed 95). 

(5) We understand that any attempted transfer that contravenes any provisions of Section 3.5(b), Section 3.7(c) or
Section 3.7(h) shall be a void transfer ab initio. 
 (6) We understand that the opinion of counsel to the Issuer that the
Issuer is not a publicly traded partnership taxable as a corporation is dependent in part on the accuracy of the representations in paragraphs (1), (2), (3), (4) and (5) above. 

(7) We understand that if we are acquiring the Certificates as agent or nominee for any other person(s), such person(s) confirm the
representations in paragraphs (1), (2), (3), (4) and (5) above as such representations apply to such person(s). 

  

					
		 	B-6	  	 Amended and Restated

Trust Agreement (20[    ]-[  
])















 (xii) Each registered owner of and, if different, each owner of a beneficial
interest in, a Certificate is a “United States person” (as defined in Code section 7701(a)(30)) and shall deliver to the Owner Trustee, the Administrator, the Indenture Trustee and the Certificate Paying Agent two properly completed and
duly executed originals of U.S. Internal Revenue Service Form W-9 (or applicable successor form) certifying that it is a United States person and not subject to backup withholding, or other information or
documentation requested by the Administrator, the Indenture Trustee, the Certificate Paying Agent or the Owner Trustee to determine, in its sole discretion, that payments on such Certificates will not be subject to withholding under U.S. tax law.

 (xiii) The Transferee acknowledges that in connection with the transfer of the Certificates (a) none of the Issuer,
the Servicer, the Seller, the Indenture Trustee, nor the Owner Trustee is acting as a fiduciary or financial or investment adviser for the transferee, (b) the transferee is not relying (for purposes of making any investment decision or
otherwise) upon any advice, counsel or representations (whether written or oral) of the Issuer, the Servicer, the Seller, the Indenture Trustee or the Owner Trustee other than in the most current offering memorandum for such Certificates and any
representations expressly set forth in a written agreement with such party, (c) none of the Issuer, the Servicer, the Seller, the Indenture Trustee, the Owner Trustee or any placement agent has given to the transferee (directly or indirectly
through any other person) any assurance, guarantee or representation whatsoever as to the expected or projected success, profitability, return, performance, result, effect, consequence or benefit (including legal, regulatory, tax, financial,
accounting or otherwise) of its purchase or the documentation for the Certificates, (d) the transferee has consulted with its own legal, regulatory, tax, business, investment, financial, and accounting advisers to the extent it has deemed
necessary, and it has made its own investment decisions (including decisions regarding the suitability of any transaction pursuant to the Trust Agreement) based upon its own judgment and upon any advice from such advisers as it has deemed necessary
and not upon any view expressed by the Issuer, the Servicer, the Seller, the Indenture Trustee or the Owner Trustee, (e) the transferee has determined that the rates, prices or amounts and other terms of the purchase and sale of the
Certificates reflect those in the relevant market for similar transactions, (f) the transferee is purchasing the Certificates with a full understanding of all of the terms, conditions and risks thereof (economic and otherwise), and is capable
of assuming and willing to assume (financially and otherwise) these risks, and (g) the transferee is a sophisticated investor familiar with transactions similar to its investment in the Certificates. 

  

					
		 	B-7	  	 Amended and Restated

Trust Agreement (20[    ]-[  
])















 
					
	Very truly yours,
			
	    	 	By:	 	  

		 		 	Name:
		 		 	Title:


 [Pursuant to clause (xi)(3) above, the Seller, on behalf of the Issuer, hereby consents to the change in the number of
Persons for whose account the Certificate is held.] 
 Pursuant to clause (xi)(4) above, the Seller, on behalf of the Issuer, hereby consents to the
transfer of the Certificate to the Transferee. 
 Consented and Agreed: 
  

			
	Santander Drive Auto Receivables LLC, as Seller
		
	By:	 	          

	Name:
	Title:


  

					
		 	B-8	  	 Amended and Restated

Trust Agreement (20[    ]-[  
])















 EXHIBIT C 

FORM OF REGISTRATION OF CERTIFICATE TRANSFER DIRECTION LETTER 

PURSUANT TO THE TRUST AGREEMENT 

[                    ],
20[    ] 
 [    ], 

as Certificate Registrar and Owner Trustee 
 of [Santander] Drive
Auto Receivables Trust 20[    ]-[    ] 
 [    ] 

Facsimile: [    ] 
 Attention:
[    ] 
 Reference is hereby made to the Amended and Restated Trust Agreement, dated as of
[    ], 20[    ] (the “Trust Agreement”), between Santander Drive Auto Receivables LLC, as Seller (the “Seller”), and [    ], as Owner Trustee (the
“Owner Trustee”), governing [Santander] Drive Auto Receivables Trust 20[    ]-[    ] (the “Issuer”). Capitalized terms not defined herein shall have the meanings
assigned to such terms in the Trust Agreement. 
 You are hereby notified that [name of Transferor] (the “Transferor”) has
transferred its [    ]% beneficial interest in the Issuer evidenced by Certificate No.         . Enclosed, please find the following documentation as required by the Trust Agreement: 

 

	 	1.	 Original Certificate No. R-[    ] for cancellation;



  

	 	2.	 Written instrument of transfer executed by Transferor with signature medallion guaranteed;2 


  

	 	3.	 Incumbency certificate of Transferor certified by an officer of the Transferor; 



 

	 	4.	 Certificate Investor Representation Letter executed by Transferee; 



 

	 	5.	 [Form W-9] [applicable successor form] of Transferee.



 You are hereby directed, as Owner Trustee and Certificate Registrar, as applicable, to take the following actions to register the
certificate transfer in the order enumerated below: 
  
  

	2 	 [Please use form of Assignment attached to the back of the Form of Certificate on Exhibit A of the Trust
Agreement.] 



  

					
		 	C-1	  	 Amended and Restated

Trust Agreement (20[    ]-[  
])
















	 	(a)	 cancel and dispose of, in accordance with the customary practices of the Certificate Registrar, the Certificate
representing [    ] Percentage Interest in the Issuer, bearing certificate number R-    , registered in the name of the Transferor; 



 

	 	(b)	 execute and authenticate one or more Certificates, as specified in Schedule A hereto, representing the
relevant Percentage Interest in the Issuer specified in Schedule A hereto, bearing such appropriate certificate number as determined by the Certificate Registrar and to register said Certificate in the name of the Transferee specified in the
corresponding column on Schedule A hereto; and 


  

	 	(c)	 to deliver said authenticated Certificates to the addresses specified in the corresponding column on
Schedule A hereto. 


 The wire instructions of each Certificateholder are set forth on Schedule A hereto.

 The undersigned Transferee hereby certifies to the Owner Trustee, the Certificate Registrar and the Indenture Trustee that the transfer
requested hereby does not violate any of the transfer restrictions stated in the Trust Agreement. 
 [Signature Page Follows] 

  

					
		 	C-2	  	 Amended and Restated

Trust Agreement (20[    ]-[  
])















 
			
	[TRANSFEROR]
		
	By:	 	              

	Name:
	Title:
	
	[TRANSFEREE]
		
	By:	 	  

	Name:
	Title:



  

					
		 	C-3	  	 Amended and Restated

Trust Agreement (20[    ]-[  
])















 SCHEDULE A 

[To be updated] 
  

											
	 Name of

Transferee
	  	 Tax ID

Number of
 Transferee
	  	 Notional

Principal Amount3
	  	 Percentage
Interest3
	  	 Delivery

Address
	  	 Wire

Instructions


  

 

	3 	 Aggregate Percentage Interest and Notional Principal Amount of new Certificates must match the Percentage
Interest and Principal Amount of the transferred Certificate being cancelled pursuant to (a) above. 



  

					
		 	Sch.A-1	  	 Amended and Restated

Trust Agreement (20[    ]-[  
])