Indenture



 Exhibit 4.1 
 SUPERIOR WHOLESALE INVENTORY FINANCING TRUST [•] 
 Asset Backed Term Notes 
 Asset Backed Revolving Notes 
  

 INDENTURE 
 Dated as of [•] 
  

 [•] 
 Indenture Trustee 







 CROSS-REFERENCE TABLE 
  

			
	 TIA Section
	  	 Indenture
 Section

	 310    (a)(1)
	  	6.11
	           (a)(2)
	  	6.11
	           (a)(3)
	  	6.10
	           (a)(4)
	  	6.14
	           (b)
	  	6.11
	           (c)
	  	N.A.
	 311    (a)
	  	6.12
	           (b)
	  	6.12
	           (c)
	  	N.A.
	 312    (a)
	  	7.1, 7.2
	           (b)
	  	7.2
	           (c)
	  	7.2
	 313    (a)
	  	7.4(a), 7.4(b)
	           (b)(1)
	  	7.4(a)
	           (b)(2)
	  	7.4(a)
	           (c)
	  	7.4(a)
	           (d)
	  	7.4(a)
	 314    (a)
	  	7.3(a), 3.9
	           (b)
	  	3.6
	           (c)(1)
	  	2.1, 2.9, 4.1, 11.1(a)
	           (c)(2)
	  	2.1, 2.9, 4.1, 11.1(a)
	           (c)(3)
	  	2.9, 4.1, 11.1(a)
	           (d)
	  	2.9, 11.1(b)
	           (e)
	  	11.1(a)
	           (f)
	  	11.1(a)
	 315    (a)
	  	6.1(b)
	           (b)
	  	6.5
	           (c)
	  	6.1(a)
	           (d)
	  	6.2, 6.1(c)
	           (e)
	  	5.13
	 316    (a) last sentence
	  	1.1
	           (a)(1)(A)
	  	5.11
	           (a)(1)(B)
	  	5.12
	           (a)(2)
	  	Omitted
	 316    (b), (c)
	  	5.7
	 317    (a)(1)
	  	5.3(b)
	           (a)(2)
	  	5.3(d)
	           (b)
	  	3.3
	 318    (a)
	  	11.7


 N.A. means Not Applicable. 
 Note: This cross reference table shall not, for any purpose, be deemed to be part of this Indenture. 







 TABLE OF CONTENTS 
  


					
	 	  	 	  	Page
	ARTICLE I	  		  	
	            DEFINITIONS AND INCORPORATION BY REFERENCE	  	2
	            SECTION 1.1	  	Definitions	  	2
	            SECTION 1.2	  	Incorporation by Reference of Trust Indenture Act	  	2
			
	ARTICLE II	  		  	
	            THE NOTES	  	2
	            SECTION 2.1	  	Issuance of Notes; Execution, Authentication and Delivery	  	2
	            SECTION 2.2	  	Form of Notes and Authentication Agent’s Certificate of Authentication	  	5
	            SECTION 2.3	  	Temporary Notes	  	6
	            SECTION 2.4	  	Registration; Registration of Transfer and Exchange of Notes	  	6
	            SECTION 2.5	  	Mutilated, Destroyed, Lost or Stolen Notes	  	8
	            SECTION 2.6	  	Persons Deemed Noteholders	  	9
	            SECTION 2.7	  	Payment of Principal and Interest	  	9
	            SECTION 2.8	  	Cancellation of Notes	  	10
	            SECTION 2.9	  	Release of Collateral	  	10
	            SECTION 2.10	  	Book-Entry Notes	  	10
	            SECTION 2.11	  	Notices to Clearing Agency	  	11
	            SECTION 2.12	  	Definitive Term Notes	  	11
	            SECTION 2.13	  	Depositor as Noteholder	  	12
	            SECTION 2.14	  	Tax Treatment	  	12
	            SECTION 2.15	  	Special Terms Applicable to Subsequent Transfers of Certain Notes	  	12
	            SECTION 2.16	  	CUSIP Numbers	  	13
			
	ARTICLE III	  		  	
	            COVENANTS	  	13
	            SECTION 3.1	  	Payment of Principal and Interest	  	13
	            SECTION 3.2	  	Maintenance of Agency Office	  	14
	            SECTION 3.3	  	Money for Payments To Be Held in Trust	  	14
	            SECTION 3.4	  	Existence	  	16
	            SECTION 3.5	  	Protection of Trust Estate; Acknowledgment of Pledge	  	16
	            SECTION 3.6	  	Opinions as to Trust Estate	  	17
	            SECTION 3.7	  	Performance of Obligations; Servicing of Receivables	  	17
	            SECTION 3.8	  	Negative Covenants	  	18
	            SECTION 3.9	  	Annual Statement as to Compliance	  	19
	            SECTION 3.10	  	Consolidation, Merger, etc., of Issuing Entity; Disposition of Trust Assets	  	19
	            SECTION 3.11	  	Successor or Transferee	  	21
	            SECTION 3.12	  	No Other Business	  	21
	            SECTION 3.13	  	No Borrowing	  	22

  

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	            SECTION 3.14	  	Guarantees, Loans, Advances and Other Liabilities	  	22
	            SECTION 3.15	  	Servicer’s Obligations	  	22
	            SECTION 3.16	  	Capital Expenditures	  	22
	            SECTION 3.17	  	Removal of Administrator	  	22
	            SECTION 3.18	  	Restricted Payments	  	22
	            SECTION 3.19	  	Notice of Events of Default	  	23
	            SECTION 3.20	  	Further Instruments and Acts	  	23
	            SECTION 3.21	  	Trustee’s Assignment of Interests in Certain Receivables	  	23
	            SECTION 3.22	  	Representations and Warranties by the Issuing Entity to the Indenture Trustee	  	23
			
	ARTICLE IV	  		  	
	            SATISFACTION AND DISCHARGE	  	24
	            SECTION 4.1	  	Satisfaction and Discharge of Indenture	  	24
	            SECTION 4.2	  	Application of Trust Money	  	25
	            SECTION 4.3	  	Repayment of Monies Held by Paying Agent	  	25
	            SECTION 4.4	  	Duration of Position of Indenture Trustee	  	25
			
	ARTICLE V	  		  	
	            DEFAULT AND REMEDIES	  	25
	            SECTION 5.1	  	Events of Default	  	25
	            SECTION 5.2	  	Acceleration of Maturity; Rescission and Annulment	  	27
	            SECTION 5.3	  	Collection of Indebtedness and Suits for Enforcement by Indenture Trustee	  	27
	            SECTION 5.4	  	Remedies; Priorities	  	29
	            SECTION 5.5	  	Optional Preservation of the Trust Estate	  	30
	            SECTION 5.6	  	Limitation of Suits	  	31
	            SECTION 5.7	  	Rights of Noteholders To Receive Principal and Interest	  	31
	            SECTION 5.8	  	Restoration of Rights and Remedies	  	32
	            SECTION 5.9	  	Rights and Remedies Cumulative	  	32
	            SECTION 5.10	  	Delay or Omission Not a Waiver	  	32
	            SECTION 5.11	  	Control by Noteholders	  	32
	            SECTION 5.12	  	Waiver of Past Defaults	  	33
	            SECTION 5.13	  	Undertaking for Costs	  	33
	            SECTION 5.14	  	Waiver of Stay or Extension Laws	  	33
	            SECTION 5.15	  	Action on Notes	  	34
	            SECTION 5.16	  	Performance and Enforcement of Certain Obligations	  	34
			
	ARTICLE VI	  		  	
	            THE INDENTURE TRUSTEE	  	35
	            SECTION 6.1	  	Duties of Indenture Trustee	  	35
	            SECTION 6.2	  	Rights of Indenture Trustee	  	36
	            SECTION 6.3	  	Indenture Trustee May Own Notes	  	37
	            SECTION 6.4	  	Indenture Trustee’s Disclaimer	  	37
	            SECTION 6.5	  	Notice of Defaults	  	38
	            SECTION 6.6	  	Reports by Indenture Trustee	  	38
	            SECTION 6.7	  	Compensation; Indemnity	  	39

  

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	            SECTION 6.8	  	Replacement of Indenture Trustee	  	39
	            SECTION 6.9	  	Merger or Consolidation of Indenture Trustee	  	40
	            SECTION 6.10	  	Appointment of Co-Indenture Trustee or Separate Indenture Trustee	  	41
	            SECTION 6.11	  	Eligibility; Disqualification	  	42
	            SECTION 6.12	  	Preferential Collection of Claims Against Issuing Entity	  	42
	            SECTION 6.13	  	Representations and Warranties of Indenture Trustee	  	42
	            SECTION 6.14	  	Indenture Trustee May Enforce Claims Without Possession of Notes.	  	43
	            SECTION 6.15	  	Suit for Enforcement	  	43
	            SECTION 6.16	  	Rights of Noteholders to Direct Indenture Trustee	  	43
		
	ARTICLE VII	  	
	            NOTEHOLDERS’ LISTS AND REPORTS	  	43
	            SECTION 7.1	  	Issuing Entity To Furnish Indenture Trustee Names and Addresses of Noteholders	  	43
	            SECTION 7.2	  	Preservation of Information, Communications to Noteholders	  	44
	            SECTION 7.3	  	Reports by Issuing Entity	  	44
	            SECTION 7.4	  	Reports by Indenture Trustee	  	45
		
	ARTICLE VIII	  	
	            ACCOUNTS, DISBURSEMENTS AND RELEASES	  	46
	            SECTION 8.1	  	Collection of Money	  	46
	            SECTION 8.2	  	Designated Accounts	  	46
	            SECTION 8.3	  	General Provisions Regarding Designated Accounts	  	47
	            SECTION 8.4	  	Release of Trust Estate	  	47
	            SECTION 8.5	  	Opinion of Counsel	  	47
		
	ARTICLE IX	  	
	            SUPPLEMENTAL INDENTURES	  	48
	            SECTION 9.1	  	Supplemental Indentures Without Consent of Noteholders	  	48
	            SECTION 9.2	  	Supplemental Indentures With Consent of Noteholders	  	49
	            SECTION 9.3	  	Execution of Supplemental Indentures	  	51
	            SECTION 9.4	  	Effect of Supplemental Indenture	  	51
	            SECTION 9.5	  	Conformity with Trust Indenture Act	  	51
	            SECTION 9.6	  	Reference in Notes to Supplemental Indentures	  	51
		
	ARTICLE X	  	
	            REDEMPTION OF TERM NOTES	  	51
	            SECTION 10.1	  	Redemption	  	51
	            SECTION 10.2	  	Form of Redemption Notice	  	52
	            SECTION 10.3	  	Term Notes Payable on Redemption Date	  	52
		
	ARTICLE XI	  	
	            MISCELLANEOUS	  	52
	            SECTION 11.1	  	Compliance Certificates and Opinions, etc.	  	52
	            SECTION 11.2	  	Form of Documents Delivered to Indenture Trustee	  	54

  

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	            SECTION 11.3	  	Acts of Noteholders	  	55
	             SECTION 11.4
	  	Notices, etc., to Indenture Trustee, Issuing Entity and Rating Agencies	  	55
	             SECTION 11.5
	  	Notices to Noteholders; Waiver	  	56
	             SECTION 11.6
	  	Alternate Payment and Notice Provisions	  	57
	             SECTION 11.7
	  	Conflict with Trust Indenture Act	  	57
	             SECTION 11.8
	  	Effect of Headings and Table of Contents	  	57
	             SECTION 11.9
	  	Successors and Assigns	  	57
	             SECTION 11.10
	  	Severability	  	57
	             SECTION 11.11
	  	Benefits of Indenture	  	57
	             SECTION 11.12
	  	Legal Holidays	  	57
	             SECTION 11.13
	  	GOVERNING LAW	  	58
	             SECTION 11.14
	  	Counterparts	  	58
	             SECTION 11.15
	  	Recording of Indenture	  	58
	             SECTION 11.16
	  	No Recourse	  	58
	             SECTION 11.17
	  	No Petition	  	59
	             SECTION 11.18
	  	Inspection	  	59
			
	 ARTICLE XII
	  		  	
	             COMPLIANCE WITH REGULATION AB
	  	59
	             SECTION 12.1
	  	Intent of the Parties; Reasonableness.	  	59
	             SECTION 12.2
	  	Additional Representations and Warranties of the Indenture Trustee..	  	60
	             SECTION 12.3
	  	Information to Be Provided by the Indenture Trustee..	  	60

 EXHIBIT A Form of Transfer Certificate 
 EXHIBIT B Form of Undertaking Letter 
 APPENDIX A Additional Representations and Warranties 
  

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 INDENTURE, dated as of [•], between SUPERIOR WHOLESALE INVENTORY FINANCING TRUST
[•], a Delaware statutory trust (the “Issuing Entity” or the “Trust”), and [•], as trustee and not in its individual capacity (the “Indenture Trustee”). 
 Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Notes and (only to the extent
expressly provided herein) the Certificates: 
 GRANTING CLAUSE 
 The Issuing Entity hereby grants to the Indenture Trustee, as trustee for the benefit of the Noteholders and (only to the extent expressly provided
herein) the Certificateholders, all of the Issuing Entity’s right, title and interest in, to and under (a) all Eligible Receivables, all Collateral Security with respect thereto, all monies due or to become due thereon and all amounts
received with respect thereto and all proceeds thereof (including “proceeds” as defined in the UCC and Recoveries), (b) all Cash Accumulation Accounts and all Distribution Accounts with respect to Notes, (c) the Trust Sale and
Servicing Agreement (including the rights of Wholesale Auto Receivables Corporation (the “Depositor”) under the Pooling and Servicing Agreement assigned to the Issuing Entity pursuant to the Trust Sale and Servicing Agreement),
(d) any Specified Support Arrangement, including the right to receive payments thereunder and (e) any proceeds of any of the foregoing (collectively with the items described in clauses (a), (b), (c) and (d), the “Issuing
Entity Collateral”). 
 The Depositor has granted a security interest in each SWIFT [•] Reserve Fund to the Indenture Trustee
pursuant to the terms of the Trust Sale and Servicing Agreement (the “Depositor Collateral,” and collectively with the Issuing Entity Collateral, the “Collateral”). 
 The foregoing grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally
and ratably without prejudice, priority or distinction (except as otherwise provided in any Officer’s Issuance Certificate or supplement hereto), to secure (only to the extent expressly provided herein) distributions of Certificate Balance with
respect to and interest on the Certificates, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. This Indenture constitutes a security agreement under the UCC. 
 The foregoing grant includes all rights, powers and options (but none of the obligations, if any) of the Issuing Entity under any agreement or instrument
included in the Collateral, including the immediate and continuing right to claim for, collect, receive and give receipt for principal and interest payments in respect of the Receivables included in the Collateral and all other monies payable under
the Collateral, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights and options, to bring Proceedings in the name of the Issuing Entity or otherwise and generally to do and receive
anything that the Issuing Entity is or may be entitled to do or receive under or with respect to the Collateral. 







 The Indenture Trustee, as trustee on behalf of the Noteholders and (only to the extent expressly provided
herein) the Certificateholders, acknowledges such grant and accepts the trusts under this Indenture in accordance with the provisions of this Indenture. 
 ARTICLE I 
 DEFINITIONS AND INCORPORATION BY REFERENCE 
 SECTION 1.1 Definitions. Certain capitalized terms used in this Indenture shall have the respective meanings assigned to them in
Part I of Appendix A to the Trust Sale and Servicing Agreement dated as of the date hereof (as amended from time to time, the “Trust Sale and Servicing Agreement”) among the Issuing Entity, the Depositor and
General Motors Acceptance Corporation (“GMAC”). All references herein to “this Indenture” are to this Indenture as it may be amended, supplemented or modified from time to time, and all references herein to Articles,
Sections, subsections and exhibits are to Articles, Sections, subsections and exhibits of this Indenture unless otherwise specified. All terms defined in this Indenture shall have the defined meanings when used in any certificate, notice, Note or
other document made or delivered pursuant hereto unless otherwise defined therein. The rules of construction set forth in Part II of such Appendix A shall be applicable to this Indenture. 
 SECTION 1.2 Incorporation by Reference of Trust Indenture Act. Whenever this Indenture refers to a provision of the TIA, such provision is
incorporated by reference in and made a part of this Indenture. The following TIA terms used in this Indenture have the following meanings: 
 “Commission” means the Securities and Exchange Commission. 
 “indenture securities” means the Notes.

 “indenture trustee” means the Indenture Trustee. 
 “obligor” on the indenture securities means the Issuing Entity and any other obligor on the indenture securities. 
 All other TIA terms used in this Indenture that are defined by the TIA, defined by reference to another statute or defined by a Commission rule have the respective meanings assigned to them by such definitions.

 ARTICLE II 
 THE NOTES

 SECTION 2.1 Issuance of Notes; Execution, Authentication and Delivery. 
 (a) Class A Term Notes and Revolving Notes may be issued by the Issuing Entity upon execution of this Indenture and from time to time thereafter, in
each case, in accordance with the terms and conditions authorized by or pursuant to an Officer’s Issuance Certificate. The Class A Term Notes may be issued in one or more series. The Revolving Notes may be issued in one or more series. The
aggregate principal amount of the Revolving Notes and the Term Notes of all series that may be authenticated and delivered and outstanding under this Indenture is not limited. 
  

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 (b) The Notes shall be executed on behalf of the Issuing Entity by any of its Authorized Officers. The
signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity shall bind the Issuing Entity,
notwithstanding that such individuals or any of them have ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of such Notes. 
 (c) Prior to or concurrently with the delivery of any Note to the Indenture Trustee for authentication, the Depositor shall execute and deliver to the
Indenture Trustee, or cause to be executed and delivered to the Indenture Trustee, an Officer’s Issuance Certificate and an Opinion of Counsel. 
 (i) The Officer’s Issuance Certificate shall set forth, in addition to all other requirements of such certificate: 
 (A) the designation of the particular series (which shall distinguish such series from all other series); 
 (B) the aggregate principal amount of the series which may be authenticated and delivered under this Indenture (except for Notes authenticated and delivered upon registration and transfer of, or in exchange for, or in
lieu of, other Notes of such series pursuant to this Indenture); 
 (C) the amount of or method for determining principal
payments and the timing of such payments, including the Targeted Final Payment Date, if any, and the Stated Final Payment Date; 
 (D) the rate or rates at which the Notes of such series shall bear interest, if any, or the initial interest rate and the method for determining subsequent interest rates, the date or dates from which such interest shall accrue, the date or
dates on which such interest shall be payable and the record date or dates for the interest payable; 
 (E) the obligations or
rights, if any, of the Issuing Entity to redeem or purchase Term Notes of such series or other redemption provisions and the price or prices at which, and the terms and conditions upon which, Term Notes of such series shall be redeemed or purchased;

 (F) if other than the principal amount thereof, the portion of the principal amount of Notes of such series which shall be
payable upon acceleration of the maturity thereof; 
 (G) without limiting the generality of the foregoing, and to the extent
applicable, the extent to which payments on the Notes are senior, subordinate or pari passu in right of payment of principal and interest to other Notes; 
  

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 (H) without limiting the generality of the foregoing, if the Notes of such series are
Revolving Notes, the Revolver Interest Rate and the Specified Maximum Revolver Balance; 
 (I) whether and the extent to which
Section 2.15 shall apply and, if the Notes of such series are Term Notes, whether such Notes will be issued as Book-Entry Notes and whether such Notes will be issued in bearer or registered form; and 
 (J) any other terms or provisions of such series which may supersede the provisions of this Indenture. 
 The terms of each series of Notes as provided for in an Officer’s Issuance Certificate are part of the terms of this Indenture. 
 (ii) The Opinion of Counsel shall provide, in addition to all other requirements of such opinion: 
 (A) that the form and terms of such Notes have been established by or pursuant to an Officer’s Issuance Certificate in conformity
with the terms of this Indenture; 
 (B) that Notes in such form, when completed by appropriate insertions and executed and
delivered by the Issuing Entity to the Authentication Agent for authentication in accordance with this Indenture, authenticated and delivered by the Authentication Agent in accordance with this Indenture and sold in the manner specified in such
Opinion of Counsel, will be valid and legally binding obligations of the Issuing Entity; 
 (C) that no approval,
authorization, consent or order of any court or governmental agency or body which has not already been obtained or given is required in connection with the valid and proper authorization, issuance and sale of such series of Notes pursuant to this
Indenture subject to certain exceptions, including but not limited to, state securities and Blue Sky laws and routine renewals of existing licenses and payments; and 
 (D) for such other matters as the Authentication Agent may reasonably request. 
 (d) Upon execution and delivery of an Officer’s Issuance Certificate and Opinion of Counsel to the Indenture Trustee, the Indenture Trustee or, if
provided in an Officer’s Issuance Certificate, with respect to a series of Notes, an authentication agent for such series of Notes acting on behalf of the Indenture Trustee (the Indenture Trustee or other person authenticating such Notes, the
“Authentication Agent”) shall thereupon authenticate and deliver the related Notes to or upon the written order of the Issuing Entity, signed by any Authorized Officer. 
  

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 SECTION 2.2 Form of Notes and Authentication Agent’s Certificate of Authentication.

 (a) The Notes shall be in the forms provided from time to time by or pursuant to an Officer’s Issuance Certificate in accordance with
the terms of this Indenture and may have such letters, numbers or other marks of identification or designation and such legends or endorsements printed, lithographed or engraved thereon as the Issuing Entity may deem appropriate and as are not
inconsistent with the provisions of this Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Notes may be listed or to conform
to usage. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. The Definitive Term Notes shall be typewritten, printed, lithographed or engraved or produced by
any combination of these methods (with or without steel engraved borders), all as determined by the Authorized Officer executing such Notes, as evidenced by such officer’s execution of such Notes. 
 (b) The Authentication Agent certificate of authentication shall be substantially in the applicable following form: 
 INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION 
 This is one of the Notes designated above and referred to in the within-mentioned Indenture. 
  

			
	 [•], not in its individual

	 capacity but solely as Indenture Trustee

		
	 By:
	 	  

	 Name:
	 	
	 Title:
	 	
		
	 Dated:
	 	                     

		
	 Or
	 	
	
	                            , not
in its individual capacity but solely as Authentication Agent
		
	 By:
	 	  

	 Name:
	 	
	 Title:
	 	
		
	 Dated:
	 	                     



  

 -5- 








 (c) Each Note shall be dated the date of its authentication. Unless otherwise provided in the related
Officer’s Issuance Certificate, (i) each Term Note shall be issuable as a registered Note in the minimum denomination of $1,000 and in integral multiples thereof, (ii) each Revolving Note shall be issuable as a registered Note in the
minimum denomination of $100,000 and in any amount in excess thereof and (iii) Revolving Notes shall be issued as Definitive Notes and Sections 2.10, 2.11 and 2.12 of this Indenture shall not apply to the Revolving Notes.

 SECTION 2.3 Temporary Notes. 
 (a) Pending the preparation of Definitive Term Notes, if any, to be issued in exchange for Book-Entry Notes, the Issuing Entity may execute, and upon receipt of an Issuing Entity Order the Authentication Agent shall authenticate and
deliver, such Temporary Notes which are printed, lithographed, typewritten, mimeographed or otherwise produced, of the tenor of the Definitive Term Notes in lieu of which they are issued and with such variations as are consistent with the terms of
this Indenture as the officers executing such Notes may determine, as evidenced by their execution of such Notes. 
 (b) If Temporary Notes
are issued, the Issuing Entity shall cause Definitive Term Notes to be prepared without unreasonable delay. After the preparation of Definitive Term Notes, the Temporary Notes shall be exchangeable for Definitive Term Notes upon surrender of the
Temporary Notes at the Agency Office of the Issuing Entity or a Paying Agent, if so specified in the applicable Officer’s Issuance Certificate, to be maintained as provided in Section 3.2, without charge to the Noteholder. Upon
surrender for cancellation of any one or more Temporary Notes, the Issuing Entity shall execute and the Indenture Trustee shall authenticate and deliver in exchange therefor a like principal amount of Definitive Term Notes of authorized
denominations. Until so delivered in exchange, the Temporary Notes shall in all respects be entitled to the same benefits under this Indenture as Definitive Term Notes. 
 SECTION 2.4 Registration; Registration of Transfer and Exchange of Notes. 
 (a) The Issuing Entity
shall cause to be kept a Note Register, for each series of Notes, in which, subject to such reasonable regulations as the Issuing Entity may prescribe, the Issuing Entity shall provide for the registration of the Notes and the registration of
transfers and exchanges of the Notes. The Indenture Trustee shall initially be the Note Registrar for the purpose of registering the Notes and transfers of the Notes as herein provided, unless with respect to a specific series of Notes, the
Officer’s Issuance Certificate applicable to such series of Notes provides otherwise. Upon any resignation of any Note Registrar, the Issuing Entity shall promptly appoint a successor Note Registrar or, if it elects not to make such an
appointment, assume the duties of the Note Registrar. 
 (b) If a Person other than the Indenture Trustee is appointed by the Issuing Entity
as Note Registrar, the Issuing Entity shall give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register. The Indenture Trustee shall have the
right to inspect the Note Register at all reasonable times and to obtain copies thereof. The Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names
and addresses of the Noteholders and the principal amounts and number of such Notes. 
  

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 (c) Upon surrender for registration of transfer of any Note at the Corporate Trust Office of the
Indenture Trustee or the Agency Office of the Issuing Entity (and following the delivery, in the former case, of such Notes to the Issuing Entity by the Indenture Trustee), the Issuing Entity shall execute, the Authentication Agent shall
authenticate and the Noteholder shall obtain from the Authentication Agent, in the name of the designated transferee or transferees, one or more new Notes of the same series in any authorized denominations of a like aggregate principal amount.

 (d) At the option of the Noteholder, Notes may be exchanged for other Notes of the same series in any authorized denominations, of a like
aggregate principal amount, upon surrender of such Notes to be exchanged at the Corporate Trust Office of the Authentication Agent or the Agency Office of the Issuing Entity (and following the delivery, in the former case, of such Notes to the
Issuing Entity by the Indenture Trustee), the Issuing Entity shall execute, and the Authentication Agent shall upon receipt of a written order, authenticate and the Noteholder shall obtain from the Indenture Trustee, such Notes which the Noteholder
making the exchange is entitled to receive. 
 (e) All Notes issued upon any registration of transfer or exchange of other Notes shall be the
valid obligations of the Issuing Entity, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. 
 (f) Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of
transfer in form satisfactory to the Indenture Trustee and the Note Registrar, duly executed by the Holder thereof or such Holder’s attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company
located, or having a correspondent located, in the City of New York or the place or places specified in the applicable Officer’s Issuance Certificate or the city in which the Corporate Trust Office of the Indenture Trustee is located, or having
a correspondent in another place or places which is specified in the applicable Officer’s Issuance Certificate; and such other documents as the Indenture Trustee may require. 
 (g) No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuing Entity or Indenture Trustee may
require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Sections 2.3 or 9.6 not
involving any transfer. 
 (h) The preceding provisions of this Section 2.4 notwithstanding, the Issuing Entity shall not be
required to transfer or make exchanges, and the Note Registrar need not register transfers or exchanges, (i) of Notes that have been selected for redemption pursuant to Article X, if applicable; (ii) of Notes that are due for
repayment within 15 days of submission to the Corporate Trust Office or the Agency Office; or (iii) if Section 2.15 has not been complied with in connection with such transfer. 
  

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 (i) Unless otherwise specified in the applicable Officer’s Issuance Certificate, by acquiring a Term
Note, each purchaser and transferee will be deemed to represent and warrant that either (a) it is not acquiring the Term Note with the plan assets of a Benefit Plan; or (b) the acquisition, disposition and holding of the Term Note will not
give rise to a non-exempt prohibited transaction under Section 406(a) of ERISA or Section 4975 of the Code. 
 SECTION 2.5
Mutilated, Destroyed, Lost or Stolen Notes. 
 (a) If (i) any mutilated Note is surrendered to the Indenture Trustee, or the
Indenture Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii) there is delivered to the Indenture Trustee such security or indemnity as may be required by it to hold the Issuing Entity and the
Indenture Trustee harmless, then, in the absence of notice to the Issuing Entity, the Note Registrar or the Indenture Trustee that such Note has been acquired by a bona fide purchaser, the Issuing Entity shall execute and upon the Issuing
Entity’s written request the Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note of a like series and aggregate principal amount;
provided, however, that if any such destroyed, lost or stolen Note, but not a mutilated Note, shall have become or within seven days shall be due and payable, or shall have been called for redemption, instead of issuing a replacement
Note, the Issuing Entity or Paying Agent, as applicable, may make payment to the Holder of such destroyed, lost or stolen Note when so due or payable or upon the Redemption Date, if applicable, without surrender thereof. 
 (b) If, after the delivery of a replacement Note or payment in respect of a destroyed, lost or stolen Note pursuant to subsection (a), a bona fide
purchaser of the original Note in lieu of which such replacement Note was issued presents for payment such original Note, the Issuing Entity and the Indenture Trustee shall be entitled to recover such replacement Note (or such payment) from
(i) any Person to whom it was delivered, (ii) the Person taking such replacement Note from the Person to whom such replacement Note was delivered or (iii) any assignee of such Person, except a bona fide purchaser, and the Issuing
Entity and the Indenture Trustee shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuing Entity or the Indenture Trustee in connection therewith.

 (c) In connection with the issuance of any replacement Note under this Section 2.5, the Issuing Entity may require the payment
by the Holder of such Note of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including all fees and expenses of the Indenture Trustee) connected therewith.

 (d) Any duplicate Note issued pursuant to this Section 2.5 in replacement for any mutilated, destroyed, lost or stolen Note
shall constitute an original additional contractual obligation of the Issuing Entity, whether or not the mutilated, destroyed, lost or stolen Note shall be found at any time or be enforced by any Person, and shall be entitled to all the benefits of
this Indenture equally and proportionately with any and all other Notes duly issued hereunder. 
  

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 (e) The provisions of this Section 2.5 are exclusive and shall preclude (to the extent
lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes. 
 SECTION
2.6 Persons Deemed Noteholders. Prior to due presentment for registration of transfer of any Note, the Issuing Entity, the Indenture Trustee, the Paying Agent and any other agent of the Issuing Entity or the Indenture Trustee may treat the
Person in whose name any Note is registered (as of the day of determination) as the Noteholder for the purpose of receiving payments of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note be
overdue, and neither the Issuing Entity, the Indenture Trustee, the Paying Agent nor any other agent of the Issuing Entity or the Indenture Trustee shall be affected by notice to the contrary. 
 SECTION 2.7 Payment of Principal and Interest. 
 (a) Interest on each series of Notes shall accrue and be payable as provided in this Section 2.7(a) and the applicable Officer’s Issuance Certificate. Unless otherwise provided in the applicable
Officer’s Issuance Certificate, any instalment of interest payable on any Note shall be punctually paid or duly provided for by a deposit by or at the direction of the Issuing Entity or Paying Agent, on behalf of the Issuing Entity if so
directed by the applicable Officer’s Issuance Certificate into the applicable Term Note Distribution Account or Revolver Distribution Account, as applicable, on or before the applicable Payment Date and shall be paid to the Person in whose name
such Note (or one or more Predecessor Notes) is registered on the applicable Record Date, by wire transfer or check mailed first-class, postage prepaid to such Person’s address as it appears on the Note Register on such Record Date; provided,
however, that, with respect to Revolving Notes and with respect to Book-Entry Notes registered on the applicable Record Date in the name of the Note Depository for which Definitive Term Notes have not been issued pursuant to
Section 2.12, payment shall be made by wire transfer in immediately available funds to the account designated by such Holder. 
 (b) The principal of each series of Notes shall be payable as provided in the applicable Officer’s Issuance Certificate. All principal payments on each series of Notes shall be made pro rata to the Noteholders of such series entitled
thereto unless, with respect to any series of Revolving Notes, otherwise provided in the related Officer’s Issuance Certificate or otherwise agreed among the Depositor and the holders of such Revolving Notes. Unless otherwise provided in the
applicable Officer’s Issuance Certificate, any instalment of principal payable on any Note shall be punctually paid or duly provided for by a deposit by or at the direction of the Issuing Entity or Paying Agent on behalf of the Issuing Entity
if so directed by the applicable Officer’s Issuance Certificate into the applicable Term Note Distribution Account in the case of the Term Notes or the Revolver Distribution Account in the case of the Revolving Notes on or before the applicable
Payment Date and shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the applicable Record Date, by wire transfer or check mailed first-class, postage prepaid to such Person’s address as it
appears on the Note Register on such Record Date; provided, however, that, with respect to Revolving Notes and with respect to Book-Entry Notes registered on the Record Date in the name of the Note Depository for which Definitive Term
Notes have not been issued pursuant to Section 2.12, payment shall be made by wire transfer in immediately available funds to the account designated 
  


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 by such Holder, except for the final instalment of principal on any such Note and the Redemption Price for any Term
Notes, if so called, which, in each case, shall be payable as provided herein. The funds represented by any such checks in respect of interest or principal returned undelivered shall be held in accordance with Section 3.3. 
 (c) With respect to any Payment Date on which the final instalment of principal and interest on a series of Notes is to be paid, the Indenture Trustee
shall notify each Noteholder of such series of Notes as of the Record Date for such Payment Date of the fact that the final instalment of principal of and interest on such Note is to be paid on such Payment Date. With respect to Book-Entry Notes for
which Definitive Term Notes have not been issued, such notice shall be sent on the Business Day prior to such Payment Date by facsimile, and with respect to Definitive Term Notes and Revolving Notes, such notice shall be sent not later than three
Business Days after such Record Date in accordance with Section 11.5(a), and, in each case, shall specify that such final instalment shall be payable only upon presentation and surrender of such Note and shall specify the place or places
where such Note may be presented and surrendered for payment of such instalment. Notices in connection with redemptions of Term Notes shall be mailed to Noteholders as provided in Section 10.2. 
 SECTION 2.8 Cancellation of Notes. All Notes surrendered for payment, redemption, exchange or registration of transfer shall, if surrendered to
any Person other than the Indenture Trustee, be delivered to the Indenture Trustee and shall be promptly canceled by the Indenture Trustee. The Issuing Entity may at any time deliver to the Indenture Trustee for cancellation any Notes previously
authenticated and delivered hereunder which the Issuing Entity may have acquired in any manner whatsoever (other than for deposit in the Reserve Fund), and all Notes so delivered shall be promptly canceled by the Indenture Trustee. No Notes shall be
authenticated in lieu of or in exchange for any Notes canceled as provided in this Section 2.8, except as expressly permitted by this Indenture. All canceled Notes may be held or disposed of by the Indenture Trustee in accordance with
its standard retention or disposal policy as in effect at the time unless the Issuing Entity shall direct by an Issuing Entity Order that they be returned to it; provided, however, that such Issuing Entity Order is timely and the Notes
have not been previously disposed of by the Indenture Trustee. The Indenture Trustee shall certify to the Issuing Entity that surrendered Notes have been duly canceled and retained or destroyed, as the case may be. 
 SECTION 2.9 Release of Collateral. The Indenture Trustee shall release property from the lien of this Indenture, other than as permitted by
Sections 3.21, 8.4 and 11.1, only upon receipt of an Issuing Entity Request accompanied by an Officers’ Certificate, an Opinion of Counsel and (to the extent required by the TIA) Independent Certificates in accordance with
TIA §§ 314(c) and 314(d)(1). 
 SECTION 2.10 Book-Entry Notes. Unless otherwise provided in the applicable
Officer’s Issuance Certificate, each series of Term Notes, upon original issuance, shall be issued in the form of a typewritten Note or Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial
Clearing Agency, by or on behalf of the Issuing Entity and such Note or Notes shall be registered on the Note Register in the name of the Note Depository (initially, Cede & Co.). No Note Owner shall receive a Definitive Term Note
representing such Note Owner’s interest in such Note, except as provided in Section 2.12. Unless and until Definitive Term Notes with respect to such Notes have been issued to such Note Owners pursuant to Section 2.12,
with respect to such Notes: 
 (a) the provisions of this Section 2.10 shall be in full force and effect; 
  

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 (b) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for
all purposes of this Indenture (including the payment of principal of and interest on such Notes and the giving of instructions or directions hereunder) as the sole Holder of such Notes and shall have no obligation to the Note Owners; 
 (c) to the extent that the provisions of this Section 2.10 conflict with any other provisions of this Indenture, the provisions of this
Section 2.10 shall control; 
 (d) the rights of the Note Owners shall be exercised only through the Clearing Agency and shall be
limited to those rights established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants, and unless and until Definitive Term Notes are issued pursuant to Section 2.12, the
initial Clearing Agency shall make book-entry transfers between the Clearing Agency Participants and receive and transmit payments of principal of and interest on such Notes to such Clearing Agency Participants, pursuant to the Note Depository
Agreement; and 
 (e) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of
Notes evidencing a specified percentage of the Outstanding Amount of the Notes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has (i) received written instructions to such effect from Note Owners
and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and (ii) delivered such instructions to the Indenture Trustee. 
 SECTION 2.11 Notices to Clearing Agency. With respect to any Term Notes issued as Book-Entry Notes, whenever a notice or other communication to
the Noteholders is required under this Indenture, unless and until Definitive Term Notes representing such Term Notes shall have been issued to the related Note Owners pursuant to Section 2.12, the Indenture Trustee shall give all such
notices and communications specified herein to be given to the related Noteholders to the Clearing Agency and shall have no other obligation to such Note Owners. 
 SECTION 2.12 Definitive Term Notes. If for any Term Notes issued as Book-Entry Notes (i) the Administrator advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to
properly discharge its responsibilities with respect to such Notes and the Issuing Entity is unable to locate a qualified successor; (ii) the Administrator, at its option, advises the Indenture Trustee in writing that it elects to terminate the
book-entry system through the Clearing Agency; or (iii) after the occurrence of an Event of Default or a Servicing Default, Note Owners representing beneficial interests aggregating at least a majority of the Outstanding Amount of such Notes
advise the Clearing Agency in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such Note Owners, then the Clearing Agency shall notify all Note Owners and the Indenture Trustee of
the occurrence of any such event and of the availability of Definitive Term Notes to such Note 
  

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 Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Note or Notes representing such
Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuing Entity shall execute and the Authentication Agent shall authenticate the related Definitive Term Notes in accordance with the instructions of the Clearing
Agency within 60 days of the occurrence of the relevant event. None of the Issuing Entity, the Note Registrar or the Indenture 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 such Definitive Term Notes, the Indenture Trustee shall recognize the Holders of such Definitive Term Notes as Noteholders. The terms and conditions of the affected series of Notes,
the Indenture, the related Officer’s Issuance Certificate and any related paying agent agreement or related document shall be amended in such manner as the Indenture Trustee reasonably requires to take account of the issue of such Definitive
Term Notes. The manner of the issuance of such Definitive Term Notes, for the series may be subject to such additional or different provisions as are specified in the related Officer’s Issuance Certificate. 
 SECTION 2.13 Depositor as Noteholder. The Depositor in its individual or any other capacity may become the owner or pledgee of Notes of any series
and may otherwise deal with the Issuing Entity or its affiliates with the same rights it would have if it were not the Depositor. 
 SECTION
2.14 Tax Treatment. The Issuing Entity and the Indenture Trustee, by entering into this Indenture, and the Noteholders and the Note Owners, by acquiring any Note or interest therein, (i) express their intention that the Notes qualify
under applicable tax law as indebtedness secured by the Collateral and (ii) unless otherwise required by appropriate taxing authorities or otherwise specified in an Officer’s Issuance Certificate, agree to treat the Notes as indebtedness
secured by the Collateral for the purpose of federal income, state and local income and franchise taxes, Michigan single business tax, and any other taxes imposed upon, measured by or based upon gross or net income. 
 SECTION 2.15 Special Terms Applicable to Subsequent Transfers of Certain Notes. 
 (a) The Revolving Notes and the Class D Term Notes will not be, and certain series of Term Notes may not be, registered under the Securities Act, or the
securities laws of any other jurisdiction. Consequently, such Notes (the “Unregistered Notes”) are not transferable other than pursuant to an exemption from the registration requirements of the Securities Act and satisfaction of
certain other provisions specified herein or in the related Officer’s Issuance Certificate. Unless otherwise provided in the related Officer’s Issuance Certificate, no sale, pledge or other transfer of any Unregistered Note (or interest
therein) after the date thereof may be made by any Person unless either (i) such sale, pledge or other transfer is made to a “qualified institutional buyer” (as defined under Rule 144A under the Securities Act) or to an
institutional investor that is an “accredited investor” (as described in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) and, if so requested by the Depositor or the Indenture Trustee, such proposed transferee
executes and delivers a certificate, substantially in the form attached hereto as Exhibit A or otherwise in form and substance satisfactory to the Indenture Trustee and the Depositor, (ii) such sale, pledge or other transfer occurs
outside of the United States to a non-United States Person in accordance with Regulation S of the Securities Act, or (iii) such sale, 
  

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 pledge or other transfer is otherwise made in a transaction exempt from the registration requirements of the Securities
Act, in which case (A) the Indenture Trustee shall require that both the prospective transferor and the prospective transferee certify to the Indenture Trustee and the Depositor in writing the facts surrounding such transfer, which
certification shall be in form and substance satisfactory to the Indenture Trustee and the Depositor, and (B) the Indenture Trustee shall require a written opinion of counsel (which shall not be at the expense of the Depositor, the Servicer or
the Indenture Trustee) satisfactory to the Depositor and the Indenture Trustee to the effect that such transfer will not violate the Securities Act. Unless otherwise provided in the related Officer’s Issuance Certificate, no sale, pledge or
other transfer of any Revolving Note that is an Unregistered Note (or interest therein) may be made by any Person unless the Depositor shall have consented in writing to such transfer. Neither the Depositor nor the Indenture Trustee shall be
obligated to register any Unregistered Notes under the Securities Act, qualify any Unregistered Notes under the securities laws of any state or provide registration rights to any purchaser or holder thereof. 
 (b) Unless otherwise provided in the related Officer’s Issuance Certificate, the Unregistered Notes may not be acquired by or for the account of a
Benefit Plan and, by accepting and holding an Unregistered Note, the Holder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan and, if requested to do so by the Depositor or the Indenture Trustee, the Holder of
an Unregistered Note shall execute and deliver to the Indenture Trustee an Undertaking Letter in the form set forth in Exhibit B. 
 (c) Unless otherwise provided in the related Officer’s Issuance Certificate, Unregistered Notes shall be issued in the form of Definitive Notes, shall be in fully registered form and Sections 2.10, 2.11 and 2.12 of this
Indenture shall not apply thereto. 
 (d) Each Unregistered Note shall bear legends to the effect set forth in subsections (a) and
(b) (if subsection (b) is applicable) above. 
 SECTION 2.16 CUSIP Numbers. The Issuing Entity in issuing the Securities may
use “CUSIP” numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption, if any, as a convenience to Holders; provided that such notice may state that no representation is
made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of a redemption and that reliance may be placed only on the other indemnification numbers printed on the Securities, and any such redemption
shall not be affected by any defect in or omission of such numbers. The Issuing Entity will promptly notify the Indenture Trustee of any change in the “CUSIP” numbers. 
 ARTICLE III 
 COVENANTS 
 SECTION 3.1 Payment of Principal and Interest. The Issuing Entity shall duly and punctually pay the principal of and interest on the Notes in
accordance with the terms of the Notes and this Indenture. On each date on which any payments are to be made, the Issuing Entity or the Paying Agent, as applicable, shall cause amounts on deposit in the applicable Term Note Distribution Account and
Revolver Distribution Account to be paid to the Term Noteholders and Revolving Noteholders, respectively, in accordance with the terms of the 
  

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 Notes and this Indenture, less amounts properly withheld under the Code or the laws of any applicable foreign
jurisdiction by any Person from a payment to any Noteholder of interest and/or principal. Any amounts so withheld shall be considered as having been paid by the Issuing Entity to such Noteholder for all purposes of this Indenture. 
 SECTION 3.2 Maintenance of Agency Office. As long as any of the Notes remains outstanding, unless otherwise specified in the Officer’s
Issuance Certificate, the Issuing Entity shall maintain in the Borough of Manhattan, the City of New York, an office (the “Agency Office”), being an office or agency where Notes may be surrendered to the Issuing Entity for
registration of transfer or exchange, and where notices and demands to or upon the Issuing Entity in respect of the Notes and this Indenture may be served. Unless another person shall otherwise be appointed in the Officer’s Issuance
Certificate, the Issuing Entity hereby initially appoints the Indenture Trustee to serve as its agent for the foregoing purposes. The Issuing Entity shall give prompt written notice to the Indenture Trustee of the location, and of any change in the
location, of any such office or agency. If at any time the Issuing Entity shall fail to maintain any such office or agency or shall fail to furnish the Indenture Trustee with the address thereof, such surrenders, notices and demands may be made or
served at the Corporate Trust Office of the Indenture Trustee, and the Issuing Entity hereby appoints the Indenture Trustee as its agent to receive all such surrenders, notices and demands. 
 SECTION 3.3 Money for Payments To Be Held in Trust. 
 (a) All payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the applicable Term Note Distribution Account or Revolver Distribution Account pursuant to the
applicable Officer’s Issuance Certificate shall be made on behalf of the Issuing Entity by the Indenture Trustee or by another Paying Agent, and no amounts so withdrawn from the applicable Term Note Distribution Account or the Revolver
Distribution Account for payments of Term Notes or Revolving Notes, respectively, shall be paid over to the Issuing Entity except as provided in this Section 3.3. 
 (b) On or before each date on which payments are to be made or the Redemption Date (if applicable), the Issuing Entity shall deposit or cause to be
deposited in the applicable Term Note Distribution Account and the Revolver Distribution Account (including pursuant to Section 4.5 of the Trust Sale and Servicing Agreement) aggregate sums sufficient to pay the amounts then becoming due
with respect to the Term Notes and Revolving Notes, respectively, such sums to be held in trust for the benefit of the Persons entitled thereto. 
 (c) The Issuing Entity shall cause each Paying Agent, other than the Indenture Trustee, to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture
Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section 3.3, that such Paying Agent shall: 
 (i) hold all sums held by it for the payment of amounts due with respect to the Notes in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as
herein provided and pay such sums to such Persons as herein provided; 
  

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 (ii) give the Indenture Trustee notice of any default by the Issuing Entity (or any other
obligor upon the Notes) of which it has actual knowledge in the making of any payment required to be made with respect to the Notes; 
 (iii) at any time during the continuance of any such default, upon the written request of the Indenture Trustee, forthwith pay to the Indenture Trustee all sums so held in trust by such Paying Agent; 
 (iv) immediately resign as a Paying Agent and forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Notes
if at any time it ceases to meet the standards required to be met by a Paying Agent in effect at the time of determination; and 
 (v) comply with all requirements of the Code with respect to the withholding from any payments made by it on any Notes of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in
connection therewith. 
 (d) The Issuing Entity may at any time, for the purpose of obtaining the satisfaction and discharge of this
Indenture or for any other purpose, by Issuing Entity Order direct any Paying Agent to pay to the Indenture Trustee all sums held in trust by such Paying Agent, such sums to be held by the Indenture Trustee upon the same trusts as those upon which
the sums were held by such Paying Agent; and upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent shall be released from all further liability with respect to such money. 
 (e) Subject to applicable laws with respect to escheat of funds, any money held by the Indenture Trustee or any Paying Agent in trust for the payment of
any amount due with respect to any Note and remaining unclaimed for one year after such amount has become due and payable shall be discharged from such trust and be paid by the Indenture Trustee to the Issuing Entity; and the Holder of such Note
shall thereafter, as an unsecured general creditor, look only to the Issuing Entity for payment thereof (but only to the extent of the amounts so paid to the Issuing Entity), and all liability of the Indenture Trustee or such Paying Agent with
respect to such trust money shall thereupon cease; provided, however, that the Indenture Trustee or such Paying Agent, before being required to make any such payment, may at the expense of the Issuing Entity cause to be published once,
in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be
less than 30 days from the date of such publication, any unclaimed balance of such money then remaining shall be paid to the Issuing Entity. The Indenture Trustee may also adopt and employ, at the expense of the Issuing Entity, any other reasonable
means of notification of such repayment (including, but not limited to, mailing notice of such repayment to Holders whose Notes have been called but have not been surrendered for redemption or whose right to or interest in monies due and payable but
not claimed is determinable from the records of the Indenture Trustee or of any Paying Agent, at the last address of record for each such Holder). 
  

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 SECTION 3.4 Existence. The Issuing Entity shall keep in full effect its existence, rights and
franchises as a statutory trust under the laws of the State of Delaware (unless it becomes, or any successor Issuing Entity hereunder is or becomes, organized under the laws of any other State or of the United States of America, in which case
the Issuing Entity shall keep in full effect its existence, rights and franchises under the laws of such other jurisdiction) and shall obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall
be most effective to protect the validity and enforceability of this Indenture, the Notes, the Collateral and each other instrument or agreement included in the Trust Estate. 
 SECTION 3.5 Protection of Trust Estate; Acknowledgment of Pledge. 
 (a) The Issuing Entity shall from time to time execute and deliver all such supplements and amendments hereto and all such financing statements, amendments thereto, continuation statements, assignments, certificates,
instruments of further assurance and other instruments, and shall take such other action necessary or advisable to: 
 (i)
maintain or preserve the lien and security interest (and the priority thereof) of this Indenture or carry out more effectively the purposes hereof, including by making the necessary filings of financing statements or amendments thereto within sixty
days after the occurrence of any of the following: (A) any change in the Issuing Entity’s true legal name or any of its trade names, (B) any change in the location of the Issuing Entity’s principal place of business, (C) any
merger or consolidation or other change in the Issuing Entity’s identity, organizational structure or jurisdiction of organization or in which the Issuing Entity is located for purposes of the UCC and (D) any other change or occurrence
that would make any financing statement or amendment seriously misleading within the meaning of the UCC; 
 (ii) perfect,
publish notice of or protect the validity of any grant of a security interest made or to be made by this Indenture; 
 (iii)
enforce the rights of the Indenture Trustee and the Noteholders in any of the Collateral; or 
 (iv) preserve and defend title
to the Trust Estate and the rights of the Indenture Trustee and the Noteholders in such Trust Estate against the claims of all Persons and parties, and the Issuing Entity hereby designates the Indenture Trustee its agent and attorney-in-fact to
execute any financing statement, continuation statement or other instrument required pursuant to this Section 3.5. 
 (b) The
Indenture Trustee acknowledges the pledge by the Depositor to the Indenture Trustee pursuant to Section 4.6(c) of the Trust Sale and Servicing Agreement of all of the Depositor’s right, title and interest in and to the Reserve Fund
in order to provide for the payment to the Noteholders and the Servicer in accordance with Section 4.5(c) and (d) of the Trust Sale and Servicing Agreement, to assure availability of the amounts maintained in the SWIFT
[•] Reserve Funds for the benefit of the Noteholders and the Servicer, and as security for the performance by the Depositor of its obligations under the Trust Sale and Servicing Agreement. 
  

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 SECTION 3.6 Opinions as to Trust Estate. 
 (a) On the Initial Closing Date, the Issuing Entity shall furnish to the Indenture Trustee an Opinion of Counsel either stating that, in the opinion of
such counsel, such action has been taken with respect to the recording and filing of this Indenture, any indentures supplemental hereto and any other requisite documents, and with respect to the execution and filing of any financing statements and
continuation statements as are necessary to perfect and make effective the lien and security interest of this Indenture and reciting the details of such action, or stating that, in the opinion of such counsel, no such action is necessary to make
such lien and security interest effective. 
 (b) On or before March 15 in each calendar year, beginning March 15, [•], the
Issuing Entity shall furnish to the Indenture Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any
indentures supplemental hereto and any other requisite documents and with respect to the execution and filing of any financing statements and continuation statements as is necessary to maintain the lien and security interest created by this
Indenture and reciting the details of such action or stating that in the opinion of such counsel no such action is necessary to maintain the lien and security interest created by this Indenture. Such Opinion of Counsel shall also describe the
recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of
such counsel, be required to maintain the lien and security interest of this Indenture until March 15 in the following calendar year. 
 SECTION 3.7 Performance of Obligations; Servicing of Receivables. 
 (a) The Issuing Entity shall not take any action and
shall use its reasonable efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Trust Estate or that
would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as otherwise expressly provided in this Indenture, the Trust Sale and
Servicing Agreement, the Pooling and Servicing Agreement, the Administration Agreement or such other instrument or agreement. 
 (b) The
Issuing Entity may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee herein or in the Basic Documents or an Officers’
Certificate of the Issuing Entity shall be deemed to be action taken by the Issuing Entity. Initially, the Issuing Entity has contracted with the Servicer and the Administrator to assist the Issuing Entity in performing its duties under this
Indenture. 
  

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 (c) The Issuing Entity shall punctually perform and observe all of its obligations and agreements
contained in this Indenture, the Basic Documents and in the instruments and agreements included in the Trust Estate, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be
filed under the terms of this Indenture, the Trust Sale and Servicing Agreement and the Pooling and Servicing Agreement in accordance with and within the time periods provided for herein and therein. 
 (d) If the Issuing Entity shall have knowledge of the occurrence of a Servicing Default under the Trust Sale and Servicing Agreement, the Issuing Entity
shall promptly notify the Indenture Trustee and the Rating Agencies thereof, and shall specify in such notice the response or action, if any, the Issuing Entity has taken or is taking with respect of such default. If a Servicing Default shall arise
from the failure of the Servicer to perform any of its duties or obligations under the Trust Sale and Servicing Agreement or the Pooling and Servicing Agreement with respect to the Receivables in the Accounts in the Pool of Accounts, the Issuing
Entity and the Indenture Trustee shall take all reasonable steps available to them pursuant to the Trust Sale and Servicing Agreement and the Pooling and Servicing Agreement to remedy such failure. 
 SECTION 3.8 Negative Covenants. So long as any Notes are Outstanding, the Issuing Entity shall not: 
 (a) sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuing Entity, except the Issuing Entity may:
(i) collect, liquidate, sell or otherwise dispose of the Trust’s interest in Receivables (including Warranty Receivables, Administrative Receivables and Defaulted Receivables), (ii) make cash payments out of the Designated Accounts
and the Certificate Distribution Account and (iii) take other actions, in each case as contemplated by the Basic Documents; 
 (b) claim
any credit on, or make any deduction from the principal or interest payable in respect of the Notes (other than amounts properly withheld from such payments (including, but not limited to, withholding tax) under the Code or applicable foreign or
state law) or assert any claim against any present or former Noteholder by reason of the payment of the taxes levied or assessed upon any part of the Trust Estate; 
 (c) voluntarily commence any insolvency, readjustment of debt, marshaling of assets and liabilities or other proceeding, or apply for an order by a court or agency or supervisory authority for the winding-up or
liquidation of its affairs or any other event specified in Section 5.1(f); or 
 (d) either (i) permit the validity or
effectiveness of this Indenture to be impaired, or permit the lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes
under this Indenture except as may be expressly permitted hereby, (ii) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of this Indenture) to be created on or extend to or otherwise
arise upon or burden the Trust Estate or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ liens and other liens that arise by operation of law or as otherwise contemplated by the Basic
Documents) or (iii) permit the lien of this Indenture not to constitute a valid first priority security interest in the Trust Estate (other than with respect to any such tax, mechanics’ or other lien). 
  

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 SECTION 3.9 Annual Statement as to Compliance. The Issuing Entity shall deliver to the Indenture
Trustee, on or before March 15 of each year, beginning March 15, [•], an Officer’s Certificate signed by an Authorized Officer, dated as of December 31 of the prior calendar year, stating that: 
 (a) a review of the activities of the Issuing Entity during such fiscal year and of performance under this Indenture has been made under such Authorized
Officer’s supervision; and 
 (b) to the best of such Authorized Officer’s knowledge, based on such review, the Issuing Entity has
fulfilled in all material respects all of its obligations under this Indenture throughout such year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such Authorized Officer and the
nature and status thereof. A copy of such certificate may be obtained by any Noteholder by a request in writing to the Issuing Entity addressed to the Corporate Trust Office of the Indenture Trustee. 
 SECTION 3.10 Consolidation, Merger, etc., of Issuing Entity; Disposition of Trust Assets. 
 (a) The Issuing Entity shall not consolidate or merge with or into any other Person, unless: 
 (i) the Person (if other than the Issuing Entity) formed by or surviving such consolidation or merger shall be a Person organized and
existing under the laws of the United States of America, or any State and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the due and
timely payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuing Entity to be performed or observed, all as provided herein; 
 (ii) immediately after giving effect to such merger or consolidation, no Event of Default shall have occurred and be continuing;

 (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and such Person for each then
outstanding series of Notes; 
 (iv) any action as is necessary to maintain the lien and security interest created by this
Indenture shall have been taken; and 
  

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 (v) the Issuing Entity shall have delivered to the Indenture Trustee an Officers’
Certificate and an Opinion of Counsel addressed to the Issuing Entity, each stating: 
 (A) that such consolidation or merger
and such supplemental indenture comply with this Section 3.10; 
 (B) that such consolidation or merger and such
supplemental indenture shall have no material adverse tax consequence to the Issuing Entity or any Noteholder or Certificateholder; and 
 (C) that all conditions precedent herein provided for in this Section 3.10 have been complied with, which shall include any filing required by the Exchange Act. 
 (b) Except as otherwise expressly permitted by this Indenture or the other Basic Documents, the Issuing Entity shall not sell, convey, exchange, transfer
or otherwise dispose of any material portion of the properties and assets included in the Trust Estate to any Person, unless: 
 (i) the Person that acquires such properties or assets of the Issuing Entity (A) shall be a United States citizen or a Person organized and existing under the laws of the United States of America or any State and (B) by
an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee: 
 (1) expressly assumes the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture (and so long as any Specified Support Arrangement is in
effect, such Specified Support Arrangements and all related documents) on the part of the Issuing Entity to be performed or observed, all as provided herein; 
 (2) expressly agrees that all right, title and interest so sold, conveyed, exchanged, transferred or otherwise disposed of shall be
subject and subordinate to the rights of Noteholders; 
 (3) unless otherwise provided in such supplemental indenture,
expressly agrees to indemnify, defend and hold harmless the Issuing Entity against and from any loss, liability or expense arising under or related to this Indenture and the Notes; and 
 (4) expressly agrees that such Person (or if a group of Persons, then one specified Person) shall make all filings with the Commission
(and any other appropriate Person) required by the Exchange Act in connection with the Notes; 
  

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 (ii) immediately after giving effect to such transaction, no Event of Default shall have
occurred and be continuing; 
 (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction
and such Person for each then outstanding series of Notes; 
 (iv) any action as is necessary to maintain the lien and
security interest created by this Indenture shall have been taken; and 
 (v) the Issuing Entity shall have delivered to the
Indenture Trustee an Officers’ Certificate and an Opinion of Counsel addressed to the Issuing Entity, each stating that: 
 (A) such sale, conveyance, exchange, transfer or disposition and such supplemental indenture comply with this Section 3.10; 
 (B) such sale, conveyance, exchange, transfer or disposition and such supplemental indenture have no material adverse tax consequence to the Issuing Entity or to any Noteholders or Certificateholders; and 

(C) that all conditions precedent herein provided for in this Section 3.10 have been complied with, which shall include any
filing required by the Exchange Act. 
 SECTION 3.11 Successor or Transferee. 
 (a) Upon any consolidation or merger of the Issuing Entity in accordance with Section 3.10(a), the Person formed by or surviving such
consolidation or merger (if other than the Issuing Entity) shall succeed to, and be substituted for, and may exercise every right and power of, the Issuing Entity under this Indenture with the same effect as if such Person had been named as the
Issuing Entity herein. 
 (b) Upon a conveyance or transfer of all the assets and properties of the Issuing Entity pursuant to
Section 3.10(b), the Issuing Entity shall be released from every covenant and agreement of this Indenture to be observed or performed on the part of the Issuing Entity with respect to the Notes immediately upon the delivery of written
notice to the Indenture Trustee from the Person acquiring such assets and properties stating that the Issuing Entity is to be so released. 
 SECTION 3.12 No Other Business. The Issuing Entity shall not engage in any business or activity other than acquiring, holding and managing the Collateral and the proceeds therefrom in the manner contemplated by the Basic Documents,
issuing the Notes and the Certificates, making payments on the Notes and the Certificates and such other activities that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto, as set forth in
Section 2.3 of the Trust Agreement, including entering into and making payments under any Specified Support Arrangements. 
  

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 SECTION 3.13 No Borrowing. The Issuing Entity shall not issue, incur, assume, guarantee or
otherwise become liable, directly or indirectly, for any indebtedness for money borrowed other than indebtedness for money borrowed in respect of the Notes or in accordance with the Basic Documents. 
 SECTION 3.14 Guarantees, Loans, Advances and Other Liabilities. Except as contemplated by this Indenture or the other Basic Documents, the Issuing
Entity shall not make any loan or advance or credit to, or guarantee (directly or indirectly or by an instrument having the effect of assuring another’s payment or performance on any obligation or capability of so doing or otherwise), endorse
or otherwise become contingently liable, directly or indirectly, in connection with the obligations, stocks or dividends of, or own, purchase, repurchase or acquire (or agree contingently to do so) any stock, obligations, assets or securities of, or
any other interest in, or make any capital contribution to, any other Person. 
 SECTION 3.15 Servicer’s Obligations. The Issuing
Entity shall use its best efforts to cause the Servicer to comply with its obligations under Section 3.05 of the Pooling and Servicing Agreement and Sections 4.1, 4.2 and 4.8 of the Trust Sale and Servicing Agreement.

 SECTION 3.16 Capital Expenditures. The Issuing Entity shall not make any expenditure (whether by long-term or operating lease or
otherwise) for capital assets (either real, personal or intangible property) other than the purchase of the Receivables and other property and rights from the Depositor on the Initial Closing Date and from time to time thereafter pursuant to the
Trust Sale and Servicing Agreement. 
 SECTION 3.17 Removal of Administrator. So long as any Notes are Outstanding, the Issuing Entity
shall not remove the Administrator without cause unless the Rating Agency Condition for each series of Notes then outstanding shall have been satisfied in connection with such removal. 
 SECTION 3.18 Restricted Payments. Except for payments of principal or interest on or redemption of the Notes, so long as any Notes are
Outstanding, the Issuing Entity shall not, directly or indirectly: 
 (a) pay any dividend or make any distribution (by reduction of capital
or otherwise), whether in cash, property, securities or a combination thereof, to the Owner Trustee or any owner of a beneficial interest in the Issuing Entity or otherwise, in each case with respect to any ownership or equity interest or similar
security in or of the Issuing Entity or to the Servicer; 
 (b) redeem, purchase, retire or otherwise acquire for value any such ownership or
equity interest or similar security; or 
 (c) set aside or otherwise segregate any amounts for any such purpose; 
 provided, however, that the Issuing Entity may make, or cause to be made, distributions to the Servicer, the Depositor, the Indenture Trustee, the Owner
Trustee and the Certificateholders as permitted by, and to the extent funds are available for such purpose under, the Trust Sale and Servicing Agreement, the Trust Agreement or the other Basic Documents. The Issuing Entity shall not, directly or
indirectly, make payments to or distributions from the Collection Account or any other Designated Account except in accordance with the Basic Documents. 
  

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 SECTION 3.19 Notice of Events of Default. The Issuing Entity agrees to give the Indenture Trustee
and the Rating Agencies written notice of each Event of Default hereunder, each Servicing Default, any Insolvency Event with respect to the Depositor, each default on the part of the Depositor or the Servicer of its respective obligations under the
Trust Sale and Servicing Agreement and each default on the part of GMAC or the Servicer of its respective obligations under the Pooling and Servicing Agreement, in each case promptly after the discovery thereof by the Issuing Entity. 
 SECTION 3.20 Further Instruments and Acts. Upon request of the Indenture Trustee, the Issuing Entity shall execute and deliver such further
instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture. 
 SECTION 3.21 Trustee’s Assignment of Interests in Certain Receivables. The Indenture Trustee shall assign, without recourse, representation or warranty, to the Servicer, GMAC or the Depositor, as the case may be, all of the
Indenture Trustee’s right, title and interest in and to any Receivable assigned by the Issuing Entity to the Servicer, GMAC or the Depositor, as applicable, pursuant to the Pooling and Servicing Agreement or the Trust Sale and Servicing
Agreement (including, without limitation, Section 9.3 thereof) (in each case, to the extent so assigned and upon the receipt of any related payment, if applicable), such assignment being an assignment outright and not for security; and
the Servicer, GMAC or the Depositor, as applicable, shall thereupon own the interest purchased in such Receivable, free of any further obligation to the Indenture Trustee, the Noteholders or the Certificateholders with respect thereto. If in any
enforcement suit or legal proceeding it is held that the Servicer may not enforce a Receivable on the ground that it is not a real party in interest or a holder entitled to enforce such Receivable, the Indenture Trustee shall, at the Servicer’s
expense, take such steps as the Servicer deems necessary to enforce the Receivable, including bringing suit in the Indenture Trustee’s name or the names of the Noteholders or the Certificateholders. 
 SECTION 3.22 Representations and Warranties by the Issuing Entity to the Indenture Trustee. The Issuing Entity hereby represents and warrants to
the Indenture Trustee as follows: 
 (a) Good Title. No interest in any Receivable conveyed to the Issuing Entity has been sold, transferred,
assigned or pledged by the Issuing Entity to any Person other than the Indenture Trustee; immediately prior to the conveyance of such Receivables pursuant to this Indenture, the Issuing Entity had good and marketable title thereto, free of any Lien;
and, upon execution and delivery of this Indenture by the Issuing Entity, the Indenture Trustee shall have all of the right, title and interest of the Issuing Entity in, to and under such Receivables, free of any Lien; and 
 (b) All Filings Made. All filings (including, without limitation, UCC filings) necessary in any jurisdiction to give the Indenture Trustee, upon the
acquisition by the Issuing Entity of any Eligible Receivable, a first priority perfected security interest in such Eligible Receivable have been made. 
  

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 (c) Additional Representations and Warranties. The additional representations and warranties regarding
creation, perfection and priority of security interests in the Eligible Receivables, which are attached as Appendix A, are true and correct to the extent they are applicable. 
 ARTICLE IV 
 SATISFACTION AND DISCHARGE 
 SECTION 4.1 Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to the Notes except as to:
(i) rights of registration of transfer and exchange; (ii) substitution of mutilated, destroyed, lost or stolen Notes; (iii) rights of Noteholders to receive payments of principal thereof and interest thereon;
(iv) Sections 3.3, 3.4, 3.5, 3.8, 3.10, 3.12, 3.13, 3.19 and 3.21; (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of
the Indenture Trustee under Section 6.7 and the obligations of the Indenture Trustee under Sections 4.2 and 4.4); and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with
the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuing Entity, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the
Notes, if: 
 (a) either: 
 (i) all Notes theretofore authenticated and delivered (other than (A) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.5 and (B) Notes for whose payment money
has theretofore been deposited in trust or segregated and held in trust by the Issuing Entity and thereafter repaid to the Issuing Entity or discharged from such trust, as provided in Section 3.3) have been delivered to the Indenture
Trustee for cancellation; or 
 (ii) all Notes not theretofore delivered to the Indenture Trustee for cancellation:

 (A) have become due and payable, 
 (B) will be due and payable on their respective Stated Final Payment Dates within one year, or 
 (C) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of
redemption by the Indenture Trustee in the name, and at the expense, of the Issuing Entity, 
 and the Issuing Entity, in the case of (A), (B) or
(C) of subsection 4.1(a)(ii) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will

  

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 mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and
discharge the entire unpaid principal and accrued interest on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due; 
 (b) the Issuing Entity has paid or caused to be paid all other sums payable hereunder by the Issuing Entity; and 
 (c) the Issuing Entity has delivered to the Indenture Trustee an Officer’s Certificate of the Issuing Entity, an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of
certified public accountants, each meeting the applicable requirements of Section 11.1(a) and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied
with. 
 SECTION 4.2 Application of Trust Money. All monies deposited with the Indenture Trustee pursuant to Section 4.1
shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture and the applicable provisions of the Trust Sale and Servicing Agreement, including without limitation Section 4.5 thereof, to the
payment, either directly or through any Paying Agent, as the Indenture Trustee may determine, to the Holders of the particular Notes for the payment or redemption of which such monies have been deposited with the Indenture Trustee, of all sums due
and to become due thereon for principal and interest; but such monies need not be segregated from other funds except to the extent required herein or in the Trust Sale and Servicing Agreement or by applicable law. 
 SECTION 4.3 Repayment of Monies Held by Paying Agent. In connection with the satisfaction and discharge of this Indenture with respect to each
series of Notes, all monies then held by any Paying Agent other than the Indenture Trustee under the provisions of this Indenture with respect to all such Notes shall, upon demand of the Issuing Entity, be paid to the Indenture Trustee to be held
and applied according to Section 3.3 and thereupon such Paying Agent shall be released from all further liability with respect to such monies. 
 SECTION 4.4 Duration of Position of Indenture Trustee. Notwithstanding the earlier payment in full of all principal and interest due to all Noteholders under the terms of the Notes of each series and the
cancellation of such Notes pursuant to Section 3.1, the Indenture Trustee shall continue to act in the capacity as Indenture Trustee hereunder and, for the benefit of the Certificateholders, shall comply with its obligations under
Sections 6.1(a), 8.2 and 8.3 of the Trust Sale and Servicing Agreement, as appropriate, until such time as all distributions in respect of Certificate Balance and interest due to the Certificateholders have been paid in
full. 
 ARTICLE V 
 DEFAULT AND REMEDIES 
 SECTION 5.1 Events of Default. For the purposes of this Indenture, “Event of
Default” wherever used herein, means any one of the following events: 
 (a) failure to pay any interest on any Note as and when the
same becomes due and payable, and such default shall continue unremedied for a period of thirty-five (35) days; or 
  

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 (b) except as set forth in Section 5.1(c), failure to pay any instalment of the principal of
any Note as and when the same becomes due and payable, and such default continues unremedied for a period of thirty (30) days after there shall have been given, by registered or certified mail, written notice thereof to the Servicer by the
Indenture Trustee or to the Servicer and the Indenture Trustee by the Holders of not less than 25% of the Outstanding Amount of the Notes, a written notice specifying such default and demanding that it be remedied and stating that such notice is a
“Notice of Default” hereunder; or 
 (c) failure to pay in full the Outstanding Amount attributable to any series of Notes on or
prior to the Stated Final Payment Date for such series; or 
 (d) default in the observance or performance in any material respect of any
covenant or agreement of the Issuing Entity made in this Indenture (other than a covenant or agreement, a default in the observance or performance of which is specifically dealt with elsewhere in this Section 5.1) which failure
materially and adversely affects the rights of the Noteholders, and such default shall continue or not be cured for a period of 30 days after there shall have been given, by registered or certified mail, to the Issuing Entity and the Depositor (or
the Servicer, as applicable) by the Indenture Trustee or to the Issuing Entity and the Depositor (or the Servicer, as applicable) and the Indenture Trustee by the Holders of at least 25% of the Outstanding Amount of the Notes, a written notice
specifying such default and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; or 
 (e) the filing of an order for relief by a court having jurisdiction in the premises in respect of the Issuing Entity or any substantial part of the Trust Estate in an involuntary case under the Bankruptcy Code, and such order shall have
continued undischarged or unstayed for a period of 90 days; or the filing of a decree or order by a court having jurisdiction in the premises approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of
the Issuing Entity under any other Insolvency Law, and such decree or order shall have continued undischarged or unstayed for a period of 90 days; or the filing of a decree or order of a court having jurisdiction in the premises appointing a
receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Issuing Entity or for any substantial part of the Trust Estate, or ordering the winding-up or liquidation of the Issuing Entity’s affairs, and such
decree or order shall have continued undischarged and unstayed for a period of 90 consecutive days; or 
 (f) the commencement by the Issuing
Entity of a voluntary case under the Bankruptcy Code; or the filing of a petition or answer or consent by the Issuing Entity seeking reorganization, arrangement, adjustment or composition under any other Insolvency Law, or consent to the filing of
any such petition, answer or consent; or the consent by the Issuing Entity to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Issuing Entity or for any substantial
part of the Trust Estate, or the making by the Issuing Entity of an assignment for the benefit of creditors, or the admission in writing of its inability to pay its debts generally as such debts become due; or 
 (g) any other event designated as such in an Officer’s Issuance Certificate. 
  

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 The Issuing Entity shall deliver to the Indenture Trustee within five Business Days after learning of the occurrence
thereof, written notice in the form of an Officer’s Certificate of any event which with the giving of notice and the lapse of time would become an Event of Default under Section 5.1(d), its status and what action the Issuing Entity
is taking or proposes to take with respect thereto. 
 SECTION 5.2 Acceleration of Maturity; Rescission and Annulment. 
 (a) If an Event of Default should occur and be continuing, then and in every such case, unless the principal amount of the Notes shall have already become
due and payable, either the Indenture Trustee or the Holders of Notes representing not less than a majority of the Outstanding Amount of the Notes may declare all the Notes to be immediately due and payable, by a notice in writing to the Issuing
Entity (and to the Indenture Trustee if given by the Noteholders) setting forth the Event or Events of Default, and upon any such declaration the unpaid principal amount of such Notes, together with accrued and unpaid interest thereon through the
date of acceleration, shall become immediately due and payable. 
 (b) At any time after such declaration of acceleration of maturity has
been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter provided in this Article V, the Holders of Notes representing a majority of the Outstanding Amount of the
Notes, by written notice to the Issuing Entity and the Indenture Trustee, may rescind and annul such declaration and its consequences; provided, however, that no such rescission and annulment shall extend to or affect any subsequent
Event of Default or impair any right consequent thereto; and provided, further, that if the Indenture Trustee shall have proceeded to enforce any right under this Indenture and such proceedings shall have been discontinued or abandoned
because of such rescission and annulment or for any other reason, or shall have been determined adversely to the Indenture Trustee, then and in every such case, the Indenture Trustee, the Issuing Entity and the Noteholders, as the case may be, shall
be restored to their respective former positions and rights hereunder, and all rights, remedies and powers of the Indenture Trustee, the Issuing Entity and the Noteholders, as the case may be, shall continue as though no such proceedings had been
commenced. 
 SECTION 5.3 Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. 
 (a) The Issuing Entity covenants that if there shall occur an Event of Default under Sections 5.1(a), (b) or (c) that has not been
waived pursuant to Section 5.12, then the Issuing Entity shall, upon demand of the Indenture Trustee, pay to the Indenture Trustee, for the ratable benefit of the parties to receive such amounts pursuant to the terms of this Indenture,
the entire amount then due and payable on the Notes for principal and interest, with interest upon the overdue principal for each series of Notes, at the rate borne by such Notes and in addition thereto such further amount as shall be sufficient to
cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel, with all such amounts applied as described in clause SECOND of
Section 5.4(b). 
  

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 (b) If the Issuing Entity shall fail forthwith to pay such amounts upon such demand, the Indenture
Trustee, in its own name and as trustee of an express trust, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuing
Entity or other obligor upon such Notes and collect in the manner provided by law out of the property of the Issuing Entity or other obligor upon such Notes, wherever situated, the monies adjudged or decreed to be payable. 
 (c) If an Event of Default occurs and is continuing, the Indenture Trustee may, as more particularly provided in Section 5.4, in its
discretion, proceed to protect and enforce its rights and the rights of the Noteholders, by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement
of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by applicable law.

 (d) If there shall be pending, relative to the Issuing Entity or any other obligor upon the Notes or any Person having or claiming an
ownership interest in the Trust Estate, Proceedings under any Insolvency Law, or if a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of
the Issuing Entity or its property or such other obligor or Person, or in case of any other comparable judicial Proceedings relative to the Issuing Entity or other obligor upon the Notes, or to the creditors or property of the Issuing Entity or such
other obligor, the Indenture Trustee, irrespective of whether the principal of any Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand
pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise: 
 (i) to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary or advisable in order to
have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and
liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor trustee, except as a result of negligence or bad faith) and of the Noteholders allowed in such Proceedings; 
 (ii) unless prohibited by applicable law and regulations, to vote on behalf of the Holders of Notes in any election of a trustee, a
standby trustee or Person performing similar functions in any such Proceedings; 
 (iii) to collect and receive any monies or
other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Noteholders and of the Indenture Trustee on their behalf; and 
 (iv) to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the
Indenture Trustee or the Holders of Notes allowed in any judicial proceedings relative to the Issuing Entity, its creditors and its property; 
  

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 and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by
each of such Noteholders to make payments to the Indenture Trustee for application in accordance with the priorities set forth in the Basic Documents, and, if the Indenture Trustee shall consent to the making of payments directly to such
Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor trustee and their respective agents, attorneys and counsel, and all other expenses and
liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor trustee except as a result of negligence or bad faith. 
 (e) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition
affecting the Notes or the rights of any Holder thereof or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or
similar Person. 
 (f) All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the
Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an
express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor trustee and their respective agents and attorneys, shall be for the ratable benefit of the
Noteholders. 
 (g) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any
provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders, and it shall not be necessary to make any Noteholder a party to any such Proceedings. 
 SECTION 5.4 Remedies; Priorities. 
 (a) If an Event of Default shall have occurred and be continuing and the Notes have been accelerated under Section 5.2(a), the Indenture Trustee may (but shall not be required to) do one or more of the following (subject to
Section 5.5): 
 (i) institute Proceedings in its own name and as trustee of an express trust for the collection
of all amounts then due and payable on the Notes or under this Indenture with respect thereto, whether by declaration of acceleration or otherwise, enforce any judgment obtained, and collect from the Issuing Entity and any other obligor upon such
Notes monies adjudged due; 
 (ii) institute Proceedings from time to time for the complete or partial foreclosure of this
Indenture with respect to the Trust Estate; 
  

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 (iii) exercise any remedies of a secured party under the UCC and take any other
appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Noteholders; and 
 (iv)
sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law or elect to have the Issuing Entity maintain possession of the Trust Estate,
including the Receivables included therein, and continue to apply Collections on such Receivables as if there had been no declaration of acceleration; 
 provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate following an Event of Default and acceleration of the Notes, unless (A) the Holders of all of the aggregate Outstanding
Amount of the Notes and, if GMAC and its affiliates own less than 100% of the Certificates, the Holders of Certificates representing all of the Voting Interests consent thereto, (B) the proceeds of such sale or liquidation distributable to the
Securityholders are sufficient to discharge in full the principal of and the accrued interest on the Notes and the Certificate Balance of and accrued interest on the Certificates, in each case as of the date of such sale or liquidation or
(C) (i) there has been an Event of Default under Section 5.1(a), (b) or (c) or otherwise arising from a failure to make a required payment of principal on any Notes, (ii) the Indenture Trustee determines that the
Trust Estate will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as and when they would have become due if the Notes had not been declared due and payable and (iii) the Indenture Trustee
obtains the consent of Holders of a majority of the aggregate Outstanding Amount of the Notes. In determining such sufficiency or insufficiency with respect to clauses (B) and (C), the Indenture Trustee may, but need not, obtain and rely upon
an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose. 
 (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out the money or property in the
following order: 
 FIRST: to the Indenture Trustee for amounts due under Section 6.7 and to the Owner Trustee
for amounts due under Section 6.9 of the Trust Agreement and Section 7.1 of the Trust Sale and Servicing Agreement; and 
 SECOND: to the Collection Account for distribution pursuant to Section 4.5 of the Trust Sale and Servicing Agreement, with such amounts being deemed to be Available Trust Principal and Available Trust
Interest in the same proportion as the outstanding principal balance of the Notes bears to the accrued and unpaid interest on the Notes (and, if any series of Notes has Specified Support Arrangements, the amount unpaid under such Specified Support
Arrangement). 
 SECTION 5.5 Optional Preservation of the Trust Estate. If the Notes have been declared to be due and payable under
Section 5.2 following an Event of Default and such declaration and its consequences have not been rescinded and annulled, the Indenture Trustee may, but need not, elect to take and maintain possession of the Trust Estate. It is the
desire of the parties hereto and the Noteholders that there be at all times sufficient funds for the payment 
  

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 of principal of and interest on the Notes, and the Indenture Trustee shall take such desire into account when determining
whether or not to take and maintain possession of the Trust Estate. In determining whether to take and maintain possession of the Trust Estate, the Indenture Trustee may, but need not, obtain and rely upon an opinion of an Independent investment
banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose. 
 SECTION 5.6 Limitation of Suits. No Holder of any Note shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee,
or for any other remedy hereunder, unless: 
 (a) such Holder has previously given written notice to the Indenture Trustee of a continuing
Event of Default; 
 (b) the Holders of not less than 25% of the Outstanding Amount of the Notes have made written request to the Indenture
Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; 
 (c) such Holder
or Holders have offered to the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in complying with such request; 
 (d) the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and 
 (e) no written direction inconsistent with such written request has been given to the Indenture Trustee during such 60-day period by the Holders of a
majority of the Outstanding Amount of the Notes; it being understood and intended that no one or more Holders of Notes shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or
prejudice the rights of any other Holders of Notes or to obtain or to seek to obtain priority or preference over any other Holders of Notes or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable
and common benefit of all holders of Notes. For the protection and enforcement of the provisions of this Section 5.6, each and every Noteholder shall be entitled to such relief as can be given either at law or in equity. 
 If the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes, each representing
less than a majority of the Outstanding Amount of the Notes, the Indenture Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture. 
 SECTION 5.7 Rights of Noteholders To Receive Principal and Interest. Notwithstanding any other provisions in this Indenture, the Holders of Notes
shall have the right to receive payment of the principal of and interest on such Notes, as allocated to it under the Trust Sale and Servicing Agreement and applicable Officer’s Issuance Certificate, on or after the respective due dates thereof
expressed in such Notes or in this Indenture (or, in the case of redemption, if applicable, on or after the Redemption Date) and to institute suit for the enforcement of any such payment, and such right shall not be impaired without the consent of
such Holders. 
  

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 SECTION 5.8 Restoration of Rights and Remedies. If the Indenture Trustee or any Noteholder has
instituted any Proceeding to enforce any right or remedy under this Indenture and such Proceeding has been discontinued or abandoned for any reason or has been determined adversely to the Indenture Trustee or to such Noteholder, then and in every
such case the Issuing Entity, the Indenture Trustee and the Noteholders shall, subject to any determination in such Proceeding, be restored severally and to their respective former positions hereunder, and thereafter all rights and remedies of the
Indenture Trustee and the Noteholders shall continue as though no such Proceeding had been instituted. 
 SECTION 5.9 Rights and Remedies
Cumulative. No right or remedy herein conferred upon or reserved to the Indenture Trustee or to the Noteholders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy. 
 SECTION 5.10 Delay or Omission Not a Waiver. No delay or omission
of the Indenture Trustee or any Holder of any Note to exercise any right or remedy accruing upon any Default or Event of Default shall impair any such right or remedy or constitute a waiver of any such Default or Event of Default or an acquiescence
therein. Every right and remedy given by this Article V or by law to the Indenture Trustee or to the Noteholders may be exercised from time to time, and as often as may be deemed expedient, by the Indenture Trustee or by the Noteholders,
as the case may be. 
 SECTION 5.11 Control by Noteholders. The Holders of a majority of the Outstanding Amount of the Notes shall,
subject to provision being made for indemnification against costs, expenses and liabilities in a form satisfactory to the Indenture Trustee, have the right to direct the time, method and place of conducting any Proceeding for any remedy available to
the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided, however, that: 
 (a) such direction shall not be in conflict with any rule of law or with this Indenture; 
 (b) subject to the express terms of
Section 5.4, any direction to the Indenture Trustee to sell or liquidate the Trust Estate shall be by the Holders of Notes representing not less than 100% of the Outstanding Amount of the Notes; 
 (c) if the conditions set forth in Section 5.5 have been satisfied and the Indenture Trustee elects to retain the Trust Estate pursuant to
Section 5.5, then any direction to the Indenture Trustee by Holders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Trust Estate shall be of no force and effect; and 
  

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 (d) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not
inconsistent with such direction; 
 provided, however, that, subject to Section 6.1, the Indenture Trustee need not take any
action that it determines might cause it to incur any liability (y) with respect to which the Indenture Trustee shall have reasonable grounds to believe that adequate indemnity against such liability is not assured to it and (z) which
might materially adversely affect the rights of any Noteholders not consenting to such action. 
 SECTION 5.12 Waiver of Past
Defaults. 
 (a) Prior to the declaration of the acceleration of the maturity of the Notes as provided in Section 5.2, the
Holders of not less than a majority of the Outstanding Amount of the Notes may waive any past Default or Event of Default and its consequences except a Default (i) in the payment of principal of or interest on any of the Notes or (ii) in
respect of a covenant or provision hereof that cannot be modified or amended without the consent of the Holder of each such Note. In the case of any such waiver, the Issuing Entity, the Indenture Trustee and the Noteholders shall be restored to
their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereto. 
 (b) Upon any such waiver, such Default shall cease to exist and be deemed to have been cured and not to have occurred, and any Event of Default arising therefrom shall be deemed to have been cured and not to have
occurred, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto. 
 SECTION 5.13 Undertaking for Costs. All parties to this Indenture agree, and each Holder of any Note by such Holder’s acceptance thereof
shall be deemed to have agreed, that any court may in its discretion require, in any Proceeding for the enforcement of any right or remedy under this Indenture, or in any Proceeding against the Indenture Trustee for any action taken, suffered or
omitted by it as Trustee, the filing by any party litigant in such Proceeding of an undertaking to pay the costs of such Proceeding, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees and
expenses, against any party litigant in such Proceeding, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section 5.13 shall not apply to: 
 (a) any Proceeding instituted by the Indenture Trustee; 
 (b) any Proceeding instituted by any Noteholder, or group of Noteholders, in each case holding in the aggregate more than 10% of the Outstanding Amount of the Notes; or 
 (c) any Proceeding instituted by any Noteholder for the enforcement of the payment of principal of or interest on any Note on or after the respective due
dates expressed in such Note and in this Indenture (or, in the case of redemption, on or after the Redemption Date). 
 SECTION 5.14
Waiver of Stay or Extension Laws. The Issuing Entity covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, or 
  

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 plead or in any manner whatsoever, claim or take the benefit or advantage of, any stay or extension law wherever enacted,
now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture. The Issuing Entity (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants
that it shall not hinder, delay or impede the execution of any power herein granted to the Indenture Trustee, but shall suffer and permit the execution of every such power as though no such law had been enacted. 
 SECTION 5.15 Action on Notes. The Indenture Trustee’s right to seek and recover judgment on the Notes or under this Indenture shall not be
affected by the seeking, obtaining or application of any other relief under or with respect to this Indenture. Neither the lien of this Indenture nor any rights or remedies of the Indenture Trustee or the Noteholders shall be impaired by the
recovery of any judgment by the Indenture Trustee against the Issuing Entity or by the levy of any execution under such judgment upon any portion of the Trust Estate or upon any of the assets of the Issuing Entity. Any money or property collected by
the Indenture Trustee shall be applied in accordance with Section 5.4(b) hereof. 
 SECTION 5.16 Performance and Enforcement
of Certain Obligations. 
 (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator’s expense,
the Issuing Entity agrees to take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Depositor and the Servicer of their respective obligations to the Issuing Entity under or in
connection with the Trust Sale and Servicing Agreement and the Pooling and Servicing Agreement or by GMAC of its obligations under or in connection with the Pooling and Servicing Agreement in accordance with the terms thereof, and to exercise any
and all rights, remedies, powers and privileges lawfully available to the Issuing Entity under or in connection with the Trust Sale and Servicing Agreement and the Pooling and Servicing Agreement to the extent and in the manner directed by the
Indenture Trustee, including the transmission of notices of default on the part of the Depositor or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Depositor or the
Servicer of each of their obligations under the Trust Sale and Servicing Agreement and the Pooling and Servicing Agreement. 
 (b) If an
Event of Default has occurred and is continuing, the Indenture Trustee may, and, at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Holders of 66 2/3% of the Outstanding Amount of the Notes shall, exercise all rights, remedies, powers, privileges and claims of the
Issuing Entity against the Depositor or the Servicer under or in connection with the Trust Sale and Servicing Agreement and the Pooling and Servicing Agreement, including the right or power to take any action to compel or secure performance or
observance by the Depositor or the Servicer of each of their obligations to the Issuing Entity thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Trust Sale and Servicing Agreement, and any right
of the Issuing Entity to take such action shall be suspended. 
 (c) Promptly following a request from the Indenture Trustee to do so
and at the Administrator’s expense, the Issuing Entity agrees to take all such lawful action as the Indenture 
  

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 Trustee may request to compel or secure the performance and observance by GMAC and the Servicer of each of their
obligations to the Depositor under or in connection with the Pooling and Servicing Agreement in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuing Entity under or
in connection with the Pooling and Servicing Agreement to the extent and in the manner directed by the Indenture Trustee, including the transmission of notices of default on the part of the Depositor thereunder and the institution of legal or
administrative actions or proceedings to compel or secure performance by GMAC and the Servicer of each of their obligations under the Pooling and Servicing Agreement. 
 (d) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and, at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the
Holders of 66 2/3% of the Outstanding Amount of the Notes shall, exercise all rights, remedies, powers,
privileges and claims of the Depositor against GMAC and the Servicer under or in connection with the Pooling and Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by GMAC and the
Servicer of each of their obligations to the Depositor thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Pooling and Servicing Agreement, and any right of the Depositor to take such action shall
be suspended. 
 ARTICLE VI 
 THE INDENTURE TRUSTEE 
 SECTION 6.1 Duties of Indenture Trustee. 
 (a) If an Event of Default has occurred and is continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and
use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs, including without limitation, continuing to hold the Trust Estate and receive
collections on the Receivables included therein and provided in the Trust Sale and Servicing Agreement. 
 (b) Except during the continuance
of an Event of Default: 
 (i) the Indenture Trustee undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture and the Trust Sale and Servicing Agreement and no implied covenants or obligations shall be read into this Indenture or the Trust Sale and Servicing Agreement against the Indenture Trustee; and 
 (ii) in the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, that the Indenture Trustee shall examine the certificates and
opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein). 
  

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 (c) The Indenture Trustee may not be relieved from liability for its own negligent action, its own
negligent failure to act or its own wilful misconduct, except that: 
 (i) this Section 6.1(c) does not limit the
effect of Section 6.1(b); 
 (ii) the Indenture Trustee shall not be liable for any error of judgment made in good
faith by a Responsible Officer unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and 
 (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 5.11. 
 (d) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the
Issuing Entity. 
 (e) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by
law or the terms of this Indenture or the Trust Sale and Servicing Agreement or the Trust Agreement. 
 (f) No provision of this Indenture
shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to
believe that repayments of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. 
 (g) Every
provision of this Indenture relating to the Indenture Trustee shall be subject to the provisions of this Section 6.1 and to the provisions of the TIA. 
 SECTION 6.2 Rights of Indenture Trustee. 
 (a) The Indenture Trustee may conclusively rely on any
document believed by it to be genuine and to have been signed or presented by the proper Person. The Indenture Trustee need not investigate any fact or matter stated in the document. 
 (b) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate from the Issuing Entity or an Opinion of
Counsel that such action or omission is required or permitted hereunder. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel.

 (c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or
through agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due
care by it hereunder. 
  

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 (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith
which it believes to be authorized or within its rights or powers; provided, however, that the Indenture Trustee’s conduct does not constitute wilful misconduct, negligence or bad faith. 
 (e) The Indenture Trustee may consult with counsel, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the
Notes shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel. 
 (f) The Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction
of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Indenture Trustee security or indemnity satisfactory to the Indenture Trustee against the costs, expenses and liabilities which might be incurred by it
in compliance with such request or direction. 
 (g) The Indenture Trustee shall not be bound to make any investigation into the facts or
matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Indenture Trustee, in its
direction, may make such further inquiry or investigation into such facts or matters as it may see fit. 
 (h) The Indenture Trustee shall
not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Indenture Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Indenture
Trustee at the Corporate Trust Office of the Indenture Trustee, and such notice references the Securities and this Indenture. 
 (i) The
rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in each of its capacities
hereunder. 
 SECTION 6.3 Indenture Trustee May Own Notes. The Indenture Trustee in its individual or any other capacity may become
the owner or pledgee of Notes and may otherwise deal with the Issuing Entity, the Servicer or any of their respective Affiliates with the same rights it would have if it were not Indenture Trustee; provided, however, that the Indenture
Trustee shall comply with Sections 6.10 and 6.11. Any Paying Agent, Note Registrar, co-registrar or co-paying agent may do the same with like rights. 
 SECTION 6.4 Indenture Trustee’s Disclaimer. The Indenture Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall not be
accountable for the Issuing Entity’s use of the proceeds from the Notes, and it shall not be responsible for any statement of the Issuing Entity in the Indenture or in any document issued in connection with the sale of the Notes or in the Notes
other than the Indenture Trustee’s certificate of authentication. 
  

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 SECTION 6.5 Notice of Defaults. If a Default occurs and is continuing and if it is known to a Responsible
Officer of the Indenture Trustee, the Indenture Trustee shall mail to each Noteholder notice of the Default within 90 days after it occurs. Except in the case of a Default in payment of principal of or interest on any Note, the Indenture Trustee may
withhold the notice if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of Noteholders. 
 SECTION 6.6 Reports by Indenture Trustee. (a) The Indenture Trustee shall deliver to each Noteholder the information and documents set forth in Article VII, and, in addition, all such
information with respect to the Notes as may be required by the terms of the Trust Sale and Servicing Agreement to be provided to Holders by the Indenture Trustee to enable such Holder to prepare its federal and state income tax returns. 

(b) The Indenture Trustee shall deliver to the Depositor, the Owner Trustee, and the Servicer on or before March 1 of each year, beginning
March 1, [•], an Officer’s Certificate, dated as of December 31 of the preceding calendar year, signed by a Responsible Person of the Indenture Trustee to the effect that (i) a review of the Indenture Trustee’s
activities during the immediately preceding calendar year (or, in the case of the first certificate, since the Closing Date) and of its performance under this Indenture has been made under such Responsible Person’s supervision and (ii) to
such Responsible Person’s knowledge, based on such review, the Indenture Trustee has fulfilled in all material respects all of its obligations under this Indenture throughout such calendar year (or applicable portion of such calendar year), or,
if there has been a failure to fulfill any such obligation in any material respect, specifically identifying each such failure known to such Responsible Person and the nature and status of such failure. 
 (c) The Indenture Trustee shall: 
 (i) deliver to the Depositor, the Owner Trustee and the Servicer, a report, dated as of December 31 of the preceding calendar year, of its assessment of compliance with the minimum servicing criteria regarding general servicing, cash
and collection administration, investor remittances and reporting and pool asset administration during the preceding calendar year, including disclosure of any material instance of non-compliance identified by the Indenture Trustee, as required by
Rule 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB under the Securities Act. 
 (ii) cause a firm
of registered public accountants that is qualified and independent within the meaning of Rule 2-01 of Regulation S-X under the Securities Act to deliver to the Depositor, Owner Trustee and the Servicer an attestation report that satisfies the
requirements of Rule 13a-18 or Rule 15d-18 under the Exchange Act, as applicable, of the assessment of compliance with servicing criteria with respect to the prior calendar year. Such attestation report shall be addressed to the board of directors
of the Servicer and to the Depositor and Owner Trustee. Such attestation report will be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act. The firm may render other services to the
Indenture Trustee, but the firm must indicate in each attestation report that it is qualified and independent within the meaning of Rule 2-01 of Regulation S-X under the Securities Act. 
  

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 (iii) The reports referred to in this Section 6.6(c) shall be delivered on or before
March 1 of each year, beginning March 1, [•]. 
 SECTION 6.7 Compensation; Indemnity. 
 (a) The Issuing Entity shall cause the Servicer pursuant to Section 3.03 of the Pooling and Servicing Agreement to pay to the Indenture
Trustee from time to time such compensation for its services as shall be agreed upon in writing. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuing Entity shall
cause the Servicer pursuant to Section 3.03 of the Pooling and Servicing Agreement to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the
compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Issuing Entity shall cause the Servicer
pursuant to the Trust Sale and Servicing Agreement to indemnify the Indenture Trustee in accordance with Section 7.1 of the Trust Sale and Servicing Agreement. 
 (b) The Issuing Entity’s obligation to cause the Servicer to honor the Issuing Entity’s obligations to the Indenture Trustee specified in
Section 6.7(a) shall survive the discharge of this Indenture. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.1(e) or (f) with respect to the Issuing Entity, if the
Servicer has failed to honor such obligation the expenses are intended to constitute expenses of administration under any Insolvency Law. 
 SECTION 6.8 Replacement of Indenture Trustee. 
 (a) The Indenture Trustee may at any time give notice of its intent to resign
by so notifying the Issuing Entity; provided, however, that no such resignation shall become effective and the Owner Trustee shall not resign prior to the time set forth in Section 6.8(c). The Holders of a majority in
Outstanding Amount of the Notes may remove the Indenture Trustee by so notifying the Indenture Trustee and may appoint a successor Indenture Trustee. Such resignation or removal shall become effective in accordance with Section 6.8(c).
The Issuing Entity shall remove the Indenture Trustee if: 
 (i) the Indenture Trustee fails to comply with
Section 6.11; 
 (ii) the Indenture Trustee is adjudged bankrupt or insolvent; 
 (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; or 
 (iv) the Indenture Trustee otherwise becomes incapable of acting. 
 (b) If the Indenture Trustee gives notice of its intent to resign or is removed or if a vacancy exists in the office of Indenture Trustee for any reason
(the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Issuing Entity shall promptly appoint and designate a successor Indenture Trustee. 
  

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 (c) A successor Indenture Trustee shall deliver a written acceptance of its appointment and designation
to the retiring Indenture Trustee and to the Issuing Entity. Thereupon the resignation or removal of the retiring Indenture Trustee shall become effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the
Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor
Indenture Trustee. 
 (d) If a successor Indenture Trustee does not take office within 60 days after the retiring Indenture Trustee gives
notice of its intent to resign or is removed, the retiring Indenture Trustee, the Issuing Entity or the Holders of a majority of the Outstanding Amount of the Notes may petition any court of competent jurisdiction for the appointment and designation
of a successor Indenture Trustee. 
 (e) If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition
any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. 
 (f)
Notwithstanding the replacement of the Indenture Trustee pursuant to this Section 6.8, the Issuing Entity’s obligations under Section 6.7 and the Servicer’s corresponding obligations under the Trust Sale and
Servicing Agreement shall continue for the benefit of the retiring Indenture Trustee. 
 SECTION 6.9 Merger or Consolidation of Indenture
Trustee. 
 (a) Any corporation into which the Indenture Trustee may be merged or with which it may be consolidated, or any corporation
resulting from any merger or consolidation to which the Indenture Trustee shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Indenture Trustee, shall be the successor of the Indenture
Trustee under this Indenture; provided, however, that such corporation shall be eligible under the provisions of Section 6.11, without the execution or filing of any instrument or any further act on the part of any of the
parties to this Indenture, anything in this Indenture to the contrary notwithstanding. 
 (b) If at the time such successor or successors by
merger or consolidation to the Indenture Trustee shall succeed to the trusts created by this Indenture, any of the Notes shall have been authenticated but not delivered, any such successor to the Indenture Trustee may adopt the certificate of
authentication of any predecessor trustee, and deliver such Notes so authenticated; and in case at that time any of the Notes shall not have been authenticated, any successor to the Indenture Trustee may authenticate such Notes either in the name of
any predecessor hereunder or in the name of the successor to the Indenture Trustee. In all such cases such certificate of authentication shall have the same full force as is provided anywhere in the Notes or herein with respect to the certificate of
authentication of the Indenture Trustee. 
  

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 SECTION 6.10 Appointment of Co-Indenture Trustee or Separate Indenture Trustee. 
 (a) Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any
part of the Issuing Entity or any Dealer may at the time be located, the Indenture Trustee shall have the power and may execute and deliver all instruments to appoint one or more Persons approved by the Indenture Trustee to act as a co-trustee or
co-trustees, jointly with the Indenture Trustee, or separate trustee or separate trustees, of all or any part of the Issuing Entity, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders and (only to the
extent expressly provided herein) the Certificateholders, such title to the Issuing Entity, or any part hereof, and, subject to the other provisions of this Section 6.10, such powers, duties, obligations, rights and trusts as the
Indenture Trustee may consider necessary or desirable. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 and no notice to Noteholders of the
appointment of any co-trustee or separate trustee shall be required under Section 6.8. 
 (b) Every 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 Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being
understood that such separate trustee or co-trustee is not authorized to act separately without the Indenture 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 Indenture 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 Issuing Entity or any portion thereof in any such
jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee; 
 (ii) no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; and 
 (iii) the Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee. 
 (c) Any notice, request or other writing given to the Indenture 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 Indenture and the conditions of this Article VI. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified
in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct
of, affecting the liability of, or affording protection to, the Indenture Trustee. Every such instrument shall be filed with the Indenture Trustee. 
  

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 (d) Any separate trustee or co-trustee may at any time appoint the Indenture Trustee as its agent or
attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of
acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. 
 SECTION 6.11 Eligibility; Disqualification. The Indenture Trustee shall at all times satisfy the requirements of TIA § 310(a) and
Section 26(a) of the Investment Company Act. The Indenture Trustee shall have a combined capital and surplus, and an aggregate capital, surplus and undivided profits, of at least $50,000,000 as set forth in its most recent published
annual report of condition and (unless waived by Moody’s) it shall have a long term unsecured debt rating of Baa3 or better by Moody’s. The Indenture Trustee shall comply with TIA § 310(b); provided, however, that there
shall be excluded from the operation of TIA § 310(b)(1) any indenture or indentures under which other securities of the Issuing Entity are outstanding if the requirements for such exclusion set forth in TIA § 310(b)(1)
are met. 
 SECTION 6.12 Preferential Collection of Claims Against Issuing Entity. The Indenture Trustee shall comply with
TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b). A trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated. 
 SECTION 6.13 Representations and Warranties of Indenture Trustee. The Indenture Trustee represents and warrants as of the Closing Date that:

 (a) the Indenture Trustee is a [•] banking corporation and the eligibility requirements set forth in Section 6.11 are
satisfied with respect to the Indenture Trustee; 
 (b) the Indenture Trustee has full power, authority and legal right to execute, deliver
and perform this Indenture, and has taken all necessary action to authorize the execution, delivery and performance by it of this Indenture; 
 (c) the execution, delivery and performance by the Indenture Trustee of this Indenture (i) shall not violate any provision of any law or regulation governing the banking and trust powers of the Indenture Trustee or any order, writ,
judgment or decree of any court, arbitrator, or Governmental Authority applicable to the Indenture Trustee or any of its assets, (ii) shall not violate any provision of the corporate charter or by-laws of the Indenture Trustee or
(iii) shall not violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of any lien on any properties included in the Trust Estate pursuant to the provisions of
any mortgage, indenture, contract, agreement or other undertaking to which it is a party, which violation, default or lien could reasonably be expected to have a materially adverse effect on the Indenture Trustee’s performance or ability to
perform its duties under this Indenture or on the transactions contemplated in this Indenture; 
  

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 (d) the execution, delivery and performance by the Indenture Trustee of this Indenture shall not require
the authorization, consent or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any Governmental Authority or agency regulating the banking and corporate trust activities of the
Indenture Trustee; and 
 (e) this Indenture has been duly executed and delivered by the Indenture Trustee and constitutes the legal, valid
and binding agreement of the Indenture Trustee, enforceable in accordance with its terms. 
 SECTION 6.14 Indenture Trustee May Enforce
Claims Without Possession of Notes. All rights of action and claims under this Indenture or the Notes may be prosecuted and enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any proceeding
relating thereto, and any such proceeding instituted by the Indenture Trustee shall be brought in its own name as Indenture Trustee. Any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Indenture Trustee, its agents and counsel, be for the ratable benefit of the Noteholders and (only to the extent expressly provided herein) the Certificateholders in respect of which such judgment has been obtained.

 SECTION 6.15 Suit for Enforcement. If an Event of Default shall occur and be continuing, the Indenture Trustee, in its discretion
may, subject to the provisions of Section 6.1, proceed to protect and enforce its rights and the rights of the Noteholders under this Indenture by a Proceeding whether for the specific performance of any covenant or agreement contained
in this Indenture or in aid of the execution of any power granted in this Indenture or for the enforcement of any other legal, equitable or other remedy as the Indenture Trustee, being advised by counsel, shall deem necessary to protect and enforce
any of the rights of the Indenture Trustee or the Noteholders. 
 SECTION 6.16 Rights of Noteholders to Direct Indenture Trustee.
Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes shall have the right to direct in writing the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee or
exercising any trust or power conferred on the Indenture Trustee; provided, however, that subject to Section 6.1, the Indenture Trustee shall have the right to decline to follow any such direction if the Indenture Trustee,
being advised by counsel, determines that the action so directed may not lawfully be taken, or if the Indenture Trustee in good faith shall, by a Responsible Officer, determine that the proceedings so directed would be illegal or subject it to
personal liability or be unduly prejudicial to the rights of Noteholders not parties to such direction; and provided, further, that nothing in this Indenture shall impair the right of the Indenture Trustee to take any action deemed proper by the
Indenture Trustee and which is not inconsistent with such direction by the Noteholders. 
 ARTICLE VII 
 NOTEHOLDERS’ LISTS AND REPORTS 
 SECTION 7.1 Issuing Entity To Furnish Indenture Trustee Names and Addresses of Noteholders. The Issuing Entity shall furnish or cause to be furnished by the 
  

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 Servicer to the Indenture Trustee (a) not more than five days before each date on which payments are to be made, a
list, in such form as the Indenture Trustee may reasonably require, of the names and addresses of the Holders of Notes as of the close of business on the related Record Date, and (b) at such other times as the Indenture Trustee may request in
writing, within 14 days after receipt by the Issuing Entity of any such request, a list of similar form and content as of a date not more than 10 days prior to the time such list is furnished; provided, however, that so long as the Indenture Trustee
is the Note Registrar, no such list shall be required to be furnished. 
 SECTION 7.2 Preservation of Information, Communications to
Noteholders. 
 (a) The Indenture Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of
the Holders of Notes contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.1 and the names and addresses of Holders of Notes received by the Indenture Trustee in its capacity as Note Registrar. The
Indenture Trustee may destroy any list furnished to it as provided in such Section 7.1 upon receipt of a new list so furnished. 
 (b) Noteholders may communicate pursuant to TIA § 312(b) with other Noteholders with respect to their rights under this Indenture or under the Notes. 
 (c) The Issuing Entity, the Indenture Trustee and the Note Registrar shall have the protection of TIA § 312(c). 
 SECTION 7.3 Reports by Issuing Entity. 
 (a) The Issuing Entity shall: 
 (i) file with the Indenture Trustee, within 15 days after the Issuing Entity is
required to file the same with the Commission or any applicable state agencies, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to
time by rules and regulations prescribe) which the Issuing Entity may be required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act or any applicable state agencies pursuant to comparable regulation; 
 (ii) file with the Indenture Trustee and the Commission or any applicable state agencies in accordance with rules and regulations
prescribed from time to time by the Commission or any applicable state agencies such additional information, documents and reports with respect to compliance by the Issuing Entity with the conditions and covenants of this Indenture as may be
required from time to time by such rules and regulations; and 
 (iii) supply to the Indenture Trustee (and the Indenture
Trustee shall transmit by mail to all Noteholders described in TIA § 313(c)) such summaries of any information, documents and reports required to be filed by the Issuing Entity pursuant to clauses (i) and (ii) of this
Section 7.3(a) as may be required by rules and regulations prescribed from time to time by the Commission or any applicable state agencies. 
  

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 (b) Unless the Issuing Entity otherwise determines, the fiscal year of the Issuing Entity shall end on
December 31 of such year. 
 SECTION 7.4 Reports by Indenture Trustee. 
 (a) If required by TIA § 313(a), within 60 days after each August 15, beginning with August 15, [•], the Indenture
Trustee shall mail to each Noteholder as required by TIA § 313(c) a brief report dated as of such date that complies with TIA § 313(a). The Indenture Trustee also shall comply with TIA § 313(b). A copy of
any report delivered pursuant to this Section 7.4(a) shall, at the time of its mailing to Noteholders, be filed by the Indenture Trustee with the Commission and each stock exchange, if any, on which the Notes are listed. The Issuing
Entity shall notify the Indenture Trustee if and when the Notes are listed on any stock exchange. 
 (b) On each Payment Date, the Indenture
Trustee shall include with each payment to each Noteholder a copy of the statement for the Collection Period or Periods applicable to such Payment Date as required pursuant to Section 4.8 of the Trust Sale and Servicing Agreement.

 (c) If required of the Indenture Trustee by Regulation AB, the Indenture Trustee will deliver to the Depositor, the Owner Trustee and the
Servicer on or before March 1 of each year, beginning March 1, [•], an officer’s certificate, dated as of December 31 of the preceding calendar year, signed by a Responsible Officer of the Indenture Trustee to the effect
that (i) a review of the Indenture Trustee’s activities during the immediately preceding calendar year (or, in the case of the first certificate, since the Closing Date) and of its performance under this Indenture has been made under such
Responsible Officer’s supervision and (ii) to such Responsible Officer’s knowledge, based on such review, the Indenture Trustee has fulfilled in all material respects all of its obligations under this Indenture throughout such
calendar year (or applicable portion of such calendar year), or, if there has been a failure to fulfill any such obligation in any material respect, specifically identifying each such failure known to such Responsible Officer and the nature and
status of such failure. If the Issuing Entity is not required to file periodic reports under the Exchange Act or otherwise required by law to file an officer’s certificate of the Indenture Trustee as to compliance, such officer’s
certificate may be delivered on or before April 1 of each calendar year. 
 (d) If required of the Indenture Trustee under Regulation
AB, the Indenture Trustee will: 
 (i) deliver to the Depositor, the Owner Trustee and the Servicer, a report, dated as of
December 31 of the preceding calendar year, on its assessment of compliance with the minimum servicing criteria regarding general servicing, cash and collection administration, investor remittances and reporting and pool asset administration
during the preceding calendar year, including disclosure of any material instance of non-compliance identified by the Indenture Trustee, as required by Rule 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB under the
Securities Act. 
  

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 (ii) cause a firm of registered public accountants (the “Firm”) that is
qualified and independent within the meaning of Rule 2-01 of Regulation S-X under the Securities Act to deliver to the Depositor, Owner Trustee and the Servicer an attestation report that satisfies the requirements of Rule 13a-18 or Rule 15d-18
under the Exchange Act, as applicable, on the assessment of compliance with servicing criteria with respect to the prior calendar year. Such attestation report will be addressed to the board of directors of the Servicer and to the Depositor and
Owner Trustee. Such attestation report will be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act. The Firm may render other services to the Indenture Trustee, but the Firm must indicate
in each attestation report that it is qualified and independent within the meaning of Rule 2-01 of Regulation S-X under the Securities Act. 
 (e) The reports referred to in Section 7.4(d) hereof will be delivered on or before March 1 of each year, beginning March 1, [•] unless the Issuing Entity is not required to file periodic reports under the Exchange Act
or any other law, in which case the reports will be delivered on or before April 1 of each calendar year, beginning April 1, [•]. 
 ARTICLE VIII 
 ACCOUNTS, DISBURSEMENTS AND RELEASES 
 SECTION 8.1 Collection of Money. Except as otherwise expressly provided herein, the Indenture Trustee may demand payment or delivery of, and shall
receive and collect, directly and without intervention or assistance of any fiscal agent or other intermediary, all money and other property payable to or receivable by the Indenture Trustee pursuant to this Indenture. The Indenture Trustee shall
apply all such money received by it as provided in this Indenture, the Pooling and Servicing Agreement and the Trust Sale and Servicing Agreement. Except as otherwise expressly provided in this Indenture, if any default occurs in the making of any
payment or performance under any agreement or instrument that is part of the Trust Estate, the Indenture Trustee may take such action as may be appropriate to enforce such payment or performance, including the institution and prosecution of
appropriate Proceedings. Any such action shall be without prejudice to any right to claim an Event of Default under this Indenture and any right to proceed thereafter as provided in Article V. 
 SECTION 8.2 Designated Accounts. 
 (a)
On or prior to the Closing Date, the Issuing Entity shall cause the Servicer to establish and maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders and the Certificateholders, the Designated Accounts as provided in
Articles IV and VI of the Trust Sale and Servicing Agreement (or with respect to any Designated Account for any series of Notes issued after the Closing Date, on or prior to the closing date with respect to such series of Notes).

 (b) Notwithstanding anything to the contrary herein, all investment earnings on funds on deposit in the applicable Term Note Distribution
Account and the Revolver Distribution Account, net of losses and investment expenses, shall constitute Investment Proceeds and be applied as described in the Trust Sale and Servicing Agreement. 
  

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 SECTION 8.3 General Provisions Regarding Designated Accounts. 
 (a) Subject to Section 6.1(c), the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of the
Designated Accounts resulting from any loss on any Eligible Investment included therein except for losses attributable to the Indenture Trustee’s failure to make payments on such Eligible Investments issued by the Indenture Trustee, in its
commercial capacity as principal obligor and not as trustee, in accordance with their terms. 
 (b) If (i) the Servicer shall have
failed to give investment directions for any funds on deposit in the Designated Accounts to the Indenture Trustee by 11:00 a.m., New York City time (or such other time as may be agreed by the Servicer and the Indenture Trustee) on any
Business Day or (ii) an Event of Default shall have occurred and be continuing with respect to a series of Notes but the Notes shall not have been declared due and payable pursuant to Section 5.2, or, if such series of Notes shall
have been declared due and payable following an Event of Default, but amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.5 as if there had not been such a declaration, then the Indenture
Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Designated Accounts in one or more Eligible Investments selected by the Indenture Trustee. 
 SECTION 8.4 Release of Trust Estate. 
 (a) Subject to the payment of its fees and expenses pursuant to Section 6.7, the Indenture Trustee may, and when required by the provisions of this Indenture shall, execute instruments to release property from the lien of this
Indenture, or convey the Indenture Trustee’s interest in the same, in a manner and under circumstances that are consistent with the provisions of this Indenture. No party relying upon an instrument executed by the Indenture Trustee as provided
in this Article VIII shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any monies. 
 (b) The Indenture Trustee shall, at such time as there are no Notes Outstanding and all sums due to the Indenture Trustee pursuant to
Section 6.7 have been paid, notify the Issuing Entity thereof in writing and upon receipt of an Issuing Entity Request, release any remaining portion of the Trust Estate that secured the Notes from the lien of this Indenture and release
to the Issuing Entity or any other Person entitled thereto any funds then on deposit in the applicable Term Note Distribution Account and the Revolver Distribution Account. The Indenture Trustee shall (i) release any remaining portion of the
Trust Estate that secured the Certificates from the lien of this Indenture and (ii) release to the Issuing Entity or any other Person entitled thereto any funds then on deposit in the Reserve Fund or the Collection Account only at such time as
(x) there are no Notes Outstanding, (y) all payments in respect of the Certificate Balance and interest due to the Certificateholders have been paid in full and (z) all sums due to the Indenture Trustee pursuant to
Section 6.7 have been paid. 
 SECTION 8.5 Opinion of Counsel. The Indenture Trustee shall receive at least seven
days’ notice when requested by the Issuing Entity to take any action pursuant to Section 8.4(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require as a condition to such action, an
Opinion of Counsel, in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the 
  

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 steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been
complied with and such action shall not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be
required to express an opinion as to the fair value of the Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture
Trustee pursuant to the provisions of this Indenture in connection with any such action. 
 ARTICLE IX 
 SUPPLEMENTAL INDENTURES 
 SECTION 9.1
Supplemental Indentures Without Consent of Noteholders. 
 (a) Without the consent of the Holders of any Notes but with prior notice to
the Rating Agencies, the Issuing Entity and the Indenture Trustee, when authorized by an Issuing Entity Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the
Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: 
 (i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be
subjected to the lien of this Indenture, or to subject additional property to the lien of this Indenture; 
 (ii) to evidence
the succession, in compliance with Section 3.10 and the applicable provisions hereof, of another Person to the Issuing Entity, and the assumption by any such successor of the covenants of the Issuing Entity contained herein and in the
Notes; 
 (iii) to add to the covenants of the Issuing Entity for the benefit of the Noteholders; 
 (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; 
 (v) to cure any ambiguity or to correct or supplement any provision herein or in any supplemental indenture which may be inconsistent with
any other provision herein or in any supplemental indenture; 
 (vi) to evidence and provide for the acceptance of the
appointment hereunder by a successor trustee with respect to the Notes and the Indenture and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one
trustee, pursuant to the requirements of Article VI; 
  

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 (vii) to modify, eliminate or add to the provisions of this Indenture to such extent as
shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA, and the Indenture
Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained; 
 (viii) to increase or decrease the Specified Maximum Revolver Balance with respect to the Revolving Notes, subject to the satisfaction of
the Rating Agency Condition, in the case of an increase, and the other conditions set forth in the Trust Sale and Servicing Agreement; or 
 (ix) to add provisions to or delete or modify the existing provisions of this Indenture as appropriate to allow the Trust to issue foreign currency-denominated Notes, including without limitation adding provisions
granting rights under this Indenture to counterparties of the currency swaps that may be entered into in connection with the issuance of such foreign currency-denominated Notes. 
 (b) The Issuing Entity and the Indenture Trustee, when authorized by an Issuing Entity Order, may, also without the consent of any of the Noteholders but
with prior notice to the Rating Agencies, at any time and from time to time enter into one or more indentures supplemental hereto for the purpose of adding any provisions to, changing in any manner, or eliminating any of the provisions of, this
Indenture or modifying in any manner the rights of the Noteholders under this Indenture; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of
any Noteholder. 
 SECTION 9.2 Supplemental Indentures With Consent of Noteholders. 
 (a) The Issuing Entity and the Indenture Trustee, when authorized by an Issuing Entity Order, also may, with prior notice to the Rating Agencies and with
the consent of the Holders of not less than a majority of the Outstanding Amount of the Notes, by Act of such Holders delivered to the Issuing Entity and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the
purpose of adding any provisions to, changing in any manner, or eliminating any of the provisions of, this Indenture or modifying in any manner the rights of the Noteholders under this Indenture; provided, however, that no such
supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: 
 (i) change the
due date of any instalment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate applicable thereto, or the Redemption Price with respect thereto, change any place of payment where, or the coin or
currency in which, any Note or any interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in
Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); 
  

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 (ii) reduce the percentage of the Outstanding Amount of the Notes, the consent of the
Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences as
provided for in this Indenture; 
 (iii) modify or alter the provisions of the proviso to the definition of the term
“Outstanding”; 
 (iv) reduce the percentage of the Outstanding Amount of the Notes required to direct the Indenture
Trustee to sell or liquidate the Trust Estate pursuant to Section 5.4 if the proceeds of such sale would be insufficient to pay the principal amount of and accrued but unpaid interest on the Outstanding Notes; 
 (v) modify any provision of this Section 9.2 to decrease the required minimum percentage necessary to approve any amendments
to any provisions of this Indenture; 
 (vi) modify any of the provisions of this Indenture in such manner as to affect the
calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) (it being understood that the issuance of any Notes and the
specification of the terms and provisions thereof pursuant to an Officer’s Issuance Certificate shall not be deemed to have such effect for purposes hereof), or modify or alter the provisions of the Indenture regarding the voting of Notes held
by the Issuing Entity, the Depositor or any Affiliate of either of them; or 
 (vii) permit the creation of any Lien ranking
prior to or on a parity with the lien of this Indenture with respect to any part of the Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive
the Holder of any Note of the security afforded by the lien of this Indenture. 
 (b) The Indenture Trustee may in its discretion determine
whether or not any Notes would be affected (such that the consent of each Noteholder would be required) by any supplemental indenture proposed pursuant to this Section 9.2 and any such determination shall be conclusive and binding upon
the Holders of all Notes, whether authenticated and delivered thereunder before or after the date upon which such supplemental indenture becomes effective. The Indenture Trustee shall not be liable for any such determination made in good faith.

 (c) It shall be sufficient if an Act of Noteholders approves the substance, but not the form, of any proposed supplemental indenture.

 (d) Promptly after the execution by the Issuing Entity and the Indenture Trustee of any supplemental indenture pursuant to this
Section 9.2, the Indenture Trustee shall mail to the Noteholders to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture
Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. 
  

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 SECTION 9.3 Execution of Supplemental Indentures. In executing, or permitting the additional
trusts created by any supplemental indenture permitted by this Article IX or the modifications thereby of the trusts created by this Indenture, the Indenture Trustee shall be entitled to receive, and subject to Sections 6.1 and
6.2, shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture and that all conditions precedent to the execution of any such amendment
have been satisfied. The Indenture Trustee may, but shall not be obligated to, enter into any such supplemental indenture that affects the Indenture Trustee’s own rights, duties, liabilities or immunities under this Indenture or otherwise.

 SECTION 9.4 Effect of Supplemental Indenture. Upon the execution of any supplemental indenture pursuant to the provisions hereof,
this Indenture shall be and be deemed to be modified and amended in accordance therewith with respect to the Notes affected thereby, and the respective rights, limitations of rights, obligations, duties, liabilities and immunities under this
Indenture of the Indenture Trustee, the Issuing Entity and the Noteholders shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such
supplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes. 
 SECTION
9.5 Conformity with Trust Indenture Act. Every amendment of this Indenture and every supplemental indenture executed pursuant to this Article IX shall conform to the requirements of the TIA as then in effect so long as this Indenture shall
then be qualified under the TIA. 
 SECTION 9.6 Reference in Notes to Supplemental Indentures. Notes authenticated and delivered after
the execution of any supplemental indenture pursuant to this Article IX may, and if required by the Indenture Trustee shall, bear a notation in form approved by the Indenture Trustee as to any matter provided for in such supplemental
indenture. If the Issuing Entity or the Indenture Trustee shall so determine, new Notes so modified as to conform, in the opinion of the Indenture Trustee and the Issuing Entity, to any such supplemental indenture may be prepared and executed by the
Issuing Entity and authenticated and delivered by the Indenture Trustee in exchange for Outstanding Notes of the same series. 
 ARTICLE X

 REDEMPTION OF TERM NOTES 
 SECTION 10.1 Redemption. A series of Term Notes shall be subject to redemption if and to the extent provided in the related Officer’s Issuance Certificate. The purchase price for any Term Notes shall be equal to the applicable
Redemption Price set forth in the related Officer’s Issuance Certificate, provided the Issuing Entity has available funds sufficient to pay such amount. The Issuing Entity shall furnish the Rating Agencies notice of any such redemption. If any
Term Notes are to be redeemed pursuant to this Section 10.1, the Issuing Entity shall furnish notice thereof to the Indenture Trustee not later than 25 days prior to 
  

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 the applicable Redemption Date and the Issuing Entity shall deposit into the applicable Term Note Distribution Account on
or before the applicable Redemption Date, the aggregate Redemption Price of the Term Notes to be redeemed, whereupon all such Term Notes shall be due and payable on the Redemption Date. 
 SECTION 10.2 Form of Redemption Notice. 
 (a) Notice of redemption of any Term Notes under Section 10.1 shall be given by the Indenture Trustee by first-class mail, postage prepaid, mailed not less than five days prior to the applicable Redemption Date to each Term
Noteholder of record of the Term Notes to be redeemed at such Term Noteholder’s address appearing in the Note Register. 
 (b) All
notices of redemption shall state: 
 (i) the applicable Redemption Date; 
 (ii) the applicable Redemption Price; 
 (iii) the place where the Term Notes are to be surrendered for payment of the Redemption Price (which shall be the Agency Office of the Indenture Trustee to be maintained as provided in Section 3.2);

 (iv) the CUSIP number, if applicable; and 
 (v) the principal amount of Notes to be redeemed. 
 (c) Notice of redemption of the Term Notes shall be given by the Indenture Trustee in the name and at the expense of the Issuing Entity. Failure to give notice of redemption, or any defect therein, to any Holder of
any Term Note shall not impair or affect the validity of the redemption of any other Term Note. 
 SECTION 10.3 Term Notes Payable on
Redemption Date. With respect to any Term Notes, such Term Notes shall, following notice of redemption as required by Section 10.2 (in the case of redemption pursuant to Section 10.1), on the applicable Redemption Date
cease to be Outstanding for purposes of this Indenture and shall thereafter represent only the right to receive the applicable Redemption Price and (unless the Issuing Entity shall default in the payment of such Redemption Price) no interest shall
accrue on such Redemption Price for any period after the date to which accrued interest is calculated for purposes of calculating such Redemption Price. 
 ARTICLE XI 
 MISCELLANEOUS 
 SECTION 11.1 Compliance Certificates and Opinions, etc. 
 (a) Upon any application or request by the Issuing Entity to the Indenture Trustee to take any action under any provision of this Indenture, the Issuing Entity shall furnish to the Indenture Trustee: (i) an
Officer’s Certificate stating that all conditions precedent, if any, 
  

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 provided for in this Indenture relating to the proposed action have been complied with, (ii) an Opinion of Counsel
stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with and (iii) (if required by the TIA) an Independent Certificate from a firm of certified public accountants meeting the applicable
requirements of this Section 11.1, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture, no additional certificate or opinion
need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: 
 (i) a statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto; 
 (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in
such certificate or opinion are based; 
 (iii) a statement that, in the judgment of each such signatory, such signatory has
made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and 
 (iv) a statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with. 
 (b) (i) Prior to the deposit with the Indenture Trustee of any Collateral or other property or securities that is to be made the basis for the release of
any property or securities subject to the lien of this Indenture, the Issuing Entity shall, in addition to any obligation imposed in Section 11.1(a) or elsewhere in this Indenture, furnish to the Indenture Trustee an Officers’
Certificate certifying or stating the opinion of each Person signing such certificate as to the fair value (within 90 days of such deposit) to the Issuing Entity of the Collateral or other property or securities to be so deposited. 
 (ii) Whenever the Issuing Entity is required to furnish to the Indenture Trustee an Officers’ Certificate certifying or stating the
opinion of any signer thereof as to the matters described in clause (b)(i) above, the Issuing Entity shall also deliver to the Indenture Trustee an Independent Certificate as to the same matters, if the fair value to the Issuing Entity of the
securities to be so deposited and of all other such securities made the basis of any such withdrawal or release since the commencement of the then current fiscal year of the Issuing Entity, as set forth in the certificates delivered pursuant to
clause (i) above and this clause (b)(ii), is 10% or more of the Outstanding Amount of the Notes, but such a certificate need not be furnished with respect to any securities so deposited, if the fair value thereof to the Issuing Entity as
set forth in the related Officers’ Certificate is less than $25,000 or less than one percent of the Outstanding Amount of the Notes. 
  

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 (iii) Other than with respect to the release of any Warranty Receivables, Administrative
Receivables or Defaulted Receivables, whenever any property or securities are to be released from the lien of this Indenture, the Issuing Entity shall also furnish to the Indenture Trustee an Officer’s Certificate certifying or stating the
opinion of each Person signing such certificate as to the fair value (within 90 days of such release) of the property or securities proposed to be released and stating that in the opinion of such Person the proposed release will not impair the
security under this Indenture in contravention of the provisions hereof. 
 (iv) Whenever the Issuing Entity is required to
furnish to the Indenture Trustee an Officer’s Certificate certifying or stating the opinion of any signatory thereof as to the matters described in clause (b)(iii) above, the Issuing Entity shall also furnish to the Indenture Trustee an
Independent Certificate as to the same matters if the fair value of the property or securities and of all other property, other than Warranty Receivables, Administrative Receivables or Defaulted Receivables, or securities released from the lien of
this Indenture since the commencement of the then current calendar year, as set forth in the certificates required by clause (b)(iii) above and this clause (b)(iv), equals 10% or more of the Outstanding Amount of the Notes, but such
certificate need not be furnished in the case of any release of property or securities if the fair value thereof as set forth in the related Officer’s Certificate is less than $25,000 or less than one percent of the then Outstanding Amount of
the Notes. 
 (v) Notwithstanding Section 2.9 or any other provision of this Section 11.1, the Issuing
Entity may (A) collect, liquidate, sell or otherwise dispose of Receivables and related Collateral Security and proceeds of both as and to the extent permitted or required by the Basic Documents, (B) make cash payments out of the
Designated Accounts and the Certificate Distribution Account as and to the extent permitted or required by the Basic Documents and (C) take any other action not inconsistent with the TIA. 
 SECTION 11.2 Form of Documents Delivered to Indenture Trustee. 
 (a) In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only
one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or
give an opinion as to such matters in one or several documents. 
 (b) Any certificate or opinion of an Authorized Officer of the Issuing
Entity may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or
representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate of an Authorized Officer or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate
or opinion of, or representations by, an officer or officers of the Servicer, the Depositor, the Issuing Entity or the Administrator, stating that the information with respect to such factual matters is in the 
  

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 possession of the Servicer, the Depositor, the Issuing Entity or the Administrator, unless such counsel knows, or in the
exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. 
 (c) Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one
instrument. 
 (d) Whenever in this Indenture, in connection with any application or certificate or report to the Indenture Trustee, it is
provided that the Issuing Entity shall deliver any document as a condition of the granting of such application, or as evidence of the Issuing Entity’s compliance with any term hereof, it is intended that the truth and accuracy, at the time of
the granting of such application or at the effective date of such certificate or report (as the case may be), of the facts and opinions stated in such document shall in such case be conditions precedent to the right of the Issuing Entity to have
such application granted or to the sufficiency of such certificate or report. The foregoing shall not, however, be construed to affect the Indenture Trustee’s right to rely upon the truth and accuracy of any statement or opinion contained in
any such document as provided in Article VI. 
 SECTION 11.3 Acts of Noteholders. 
 (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Noteholders
or a series of Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders 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 Indenture Trustee, and, where it is hereby expressly required, to the Issuing Entity. Such instrument or instruments (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders 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 Indenture and (subject to Section 6.1) conclusive in favor of the Indenture Trustee and the Issuing Entity, if made in the manner provided in this Section 11.3. 
 (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 Indenture Trustee deems
sufficient. 
 (c) The ownership of Notes shall be proved by the Note Register. 
 (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Notes (or any one or more Predecessor
Notes) shall bind the Holder of every Note 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 Indenture Trustee or the Issuing Entity in reliance
thereon, whether or not notation of such action is made upon such Note. 
 SECTION 11.4 Notices, etc., to Indenture Trustee, Issuing
Entity and Rating Agencies. Any request, demand, authorization, direction, notice, consent, waiver or Act of Noteholders or other documents provided or permitted by this Indenture to be made upon, given or furnished to or filed with: 

(a) the Indenture Trustee by any Noteholder or by the Issuing Entity shall be sufficient for every purpose hereunder if made, given, furnished or filed
in writing to or with the Indenture Trustee at its Corporate Trust Office, or 
  

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 (b) the Issuing Entity by the Indenture Trustee or by any Noteholder shall be sufficient for every
purpose hereunder if in writing and either sent by electronic facsimile transmission (with hard copy to follow via first class mail) or mailed, by certified mail, return receipt requested to the Issuing Entity and the Owner Trustee each at the
address specified in Appendix B to the Trust Sale and Servicing Agreement. 
 The Issuing Entity shall promptly transmit any
notice received by it from the Noteholders to the Indenture Trustee and the Indenture Trustee shall likewise promptly transmit any notice received by it from the Noteholders to the Issuing Entity. 
 (c) Notices required to be given to the Rating Agencies by the Issuing Entity, the Indenture Trustee or the Owner Trustee shall be delivered as specified
in Appendix B to the Trust Sale and Servicing Agreement. 
 SECTION 11.5 Notices to Noteholders; Waiver. 
 (a) Where this Indenture provides for notice to Noteholders of any condition or event, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if it is in writing and mailed, first-class, postage prepaid to each Noteholder affected by such event, at such Person’s address as it appears on the Note Register, not later than the latest date, and not earlier than the
earliest date, prescribed for the giving of such notice. If notice to Noteholders is given by mail, neither the failure to mail such notice nor any defect in any notice so mailed to any particular Noteholder shall affect the sufficiency of such
notice with respect to other Noteholders, and any notice that is mailed in the manner herein provided shall conclusively be presumed to have been duly given regardless of whether such notice is in fact actually received. 
 (b) Where this Indenture provides for notice in any manner, such notice may be waived in writing by any Person entitled to receive such notice, either
before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Noteholders shall be filed with the Indenture Trustee but such filing shall not be a condition precedent to the validity of any action taken in
reliance upon such a waiver. 
 (c) In case, by reason of the suspension of regular mail service as a result of a strike, work stoppage or
similar activity, it shall be impractical to mail notice of any event of Noteholders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the
Indenture Trustee shall be deemed to be a sufficient giving of such notice. 
 (d) Where this Indenture provides for notice to the Rating
Agencies, failure to give such notice shall not affect any other rights or obligations created hereunder, and shall not under any circumstance constitute an Event of Default. 
  

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 SECTION 11.6 Alternate Payment and Notice Provisions. Notwithstanding any provision of this
Indenture or any of the Notes to the contrary, the Issuing Entity may enter into any agreement with any Holder of a Note providing for a method of payment, or notice by the Indenture Trustee or any Paying Agent to such Holder, that is different from
the methods provided for in this Indenture for such payments or notices. The Issuing Entity shall furnish to the Indenture Trustee a copy of each such agreement and the Indenture Trustee shall cause payments to be made and notices to be given in
accordance with such agreements. 
 SECTION 11.7 Conflict with Trust Indenture Act. 
 (a) If any provision hereof limits, qualifies or conflicts with another provision hereof that is required to be included in this Indenture by any of the
provisions of the TIA, such required provision shall control. 
 (b) The provisions of TIA §§ 310 through 317 that impose
duties on any Person (including the provisions automatically deemed included herein unless expressly excluded by this Indenture) are a part of and govern this Indenture, whether or not physically contained herein. 
 SECTION 11.8 Effect of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for convenience only
and shall not affect the construction hereof. 
 SECTION 11.9 Successors and Assigns. 
 (a) All covenants and agreements in this Indenture and the Notes by the Issuing Entity shall bind its successors and assigns, whether so expressed or not.

 (b) All covenants and agreements of the Indenture Trustee in this Indenture shall bind its successors and assigns, whether so expressed or
not. 
 SECTION 11.10 Severability. In case any provision in this Indenture or in the Notes shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 
 SECTION 11.11 Benefits of Indenture. Nothing in this Indenture or in the Notes, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, the Noteholders and the Note Owners and (only
to the extent expressly provided herein) the Certificateholders and the Certificate Owners and any other party secured hereunder, and any other Person with an ownership interest in any part of the Trust Estate, any benefit or any legal or equitable
right, remedy or claim under this Indenture. 
 SECTION 11.12 Legal Holidays. 
 If the date on which any payment is due shall not be a Business Day, then (notwithstanding any other provision of the Notes or this Indenture) payment
need not be made on such date, but may be made on the next succeeding Business Day, with the same force and effect as if made on the date on which nominally due, and no interest shall accrue for the period from and after any such nominal date.

  

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 SECTION 11.13 GOVERNING LAW. THIS INDENTURE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK, 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 11.14 Counterparts. This Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an
original, but all such counterparts shall together constitute but one and the same instrument. 
 SECTION 11.15 Recording of
Indenture. If this Indenture is subject to recording in any appropriate public recording offices, such recording is to be effected by the Issuing Entity and at its expense accompanied by an Opinion of Counsel (which may be counsel to the
Indenture Trustee or any other counsel reasonably acceptable to the Indenture Trustee) to the effect that such recording is necessary either for the protection of the Noteholders or any other Person secured hereunder or for the enforcement of any
right or remedy granted to the Indenture Trustee under this Indenture. 
 SECTION 11.16 No Recourse. 
 (a) Each Noteholder will agree by acceptance of a Note (or interest therein) that no recourse may be taken, directly or indirectly, with respect to the
obligations of the Issuing Entity, the Owner Trustee or the Indenture Trustee on the Notes or under this Indenture or any certificate or other writing delivered in connection herewith or therewith, against: 
 (i) the Indenture Trustee or the Owner Trustee in its individual capacity; 
 (ii) any owner of a beneficial interest in the Issuing Entity; or 
 (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee or the Owner Trustee in its
individual capacity, any holder of a beneficial interest in the Issuing Entity, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in its individual capacity, except as any such
Person may have expressly agreed (it being understood that the Indenture Trustee and the Owner Trustee have no such obligations in their individual capacity) and except that any such partner, owner or beneficiary shall be fully liable, to the extent
provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any instalment or call owing to such entity. For all purposes of this Indenture, in the performance of any duties or obligations of the
Issuing Entity hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles VI, VII and VIII of the Trust Agreement. 
 (b) Except as expressly provided in the Basic Documents, neither the Depositor, the Servicer, the Indenture Trustee nor the Owner Trustee in their
respective individual 
  

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 capacities, any owner of a beneficial interest in the Issuing Entity, nor any of their respective partners, owners,
beneficiaries, agents, officers, directors, employees or successors or assigns, shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on, or performance of, or omission to perform, any
of the covenants, obligations or indemnifications contained in the Notes or this Indenture, it being expressly understood that said covenants, obligations and indemnifications have been made by the Owner Trustee solely as the Owner Trustee in the
assets of the Issuing Entity. Each Noteholder or Note Owner by the acceptance of a Note (or beneficial interest therein) will agree that, except as expressly provided in the Basic Documents, in the case of an Event of Default under this Indenture,
the Holder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuing
Entity for any and all liabilities, obligations and undertakings contained in this Indenture or in the Notes. 
 SECTION 11.17 No
Petition. The Indenture Trustee, by entering into this Indenture, and each Noteholder and Note Owner, by accepting a Note (or interest therein) issued hereunder, hereby covenant and agree that they shall not, prior to the date which is one year
and one day after the termination of the Trust Agreement, acquiesce, petition or otherwise invoke or cause the Depositor or the Issuing Entity to invoke the process of any court or government authority for the purpose of commencing or sustaining a
case against the Depositor or the Issuing Entity under any Insolvency Law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Depositor or the Issuing Entity or any substantial part of
its property, or ordering the winding up or liquidation of the affairs of the Depositor or the Issuing Entity. 
 SECTION 11.18
Inspection. The Issuing Entity agrees that, on reasonable prior notice, it shall permit any representative of the Indenture Trustee, during the Issuing Entity’s normal business hours, to examine all the books of account, records, reports
and other papers of the Issuing Entity, to make copies and extracts therefrom, to cause such books to be audited by Independent certified public accountants, and to discuss the Issuing Entity’s affairs, finances and accounts with the Issuing
Entity’s officers, employees and Independent certified public accountants, all at such reasonable times and as often as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such
information except to the extent disclosure may be required by law (and all reasonable applications for confidential treatment are unavailing) and except to the extent that the Indenture Trustee may reasonably determine that such disclosure is
consistent with its obligations hereunder. 
 ARTICLE XII 
 COMPLIANCE WITH REGULATION AB 
 SECTION 12.1 Intent of the Parties; Reasonableness. The
Depositor and the Indenture Trustee acknowledge and agree that the purpose of this Article XII is to facilitate compliance by the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. The Depositor shall
not exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than the Depositor’s compliance with the Securities Act, the Securities Exchange Act and

  

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 the rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable
to that required under the Securities Act). The Indenture Trustee agrees to cooperate in good faith with any reasonable request by the Depositor for information regarding the Indenture Trustee which is required in order to enable the Depositor to
comply with the provisions of Items 1103(a)(1), 1109(a), 1109(b), 1117, 1118, 1119 and 1122 of Regulation AB as it relates to the Indenture Trustee or to the Indenture Trustee’s obligations under this Indenture or any indenture supplement.

 SECTION 12.2 Additional Representations and Warranties of the Indenture Trustee. The Indenture Trustee shall be deemed to represent
to the Depositor, as of the date on which information is provided to the Depositor under Section 7.4 that, except as disclosed in writing to the Depositor prior to such date to the best of its knowledge, but without independent investigation:
(i) neither the execution, delivery and performance by the Indenture Trustee of this Indenture or any indenture supplement, the performance by the Indenture Trustee of its obligations under this Indenture or any indenture supplement nor the
consummation of any of the transactions by the Indenture Trustee contemplated thereby, is in violation of any indenture, mortgage, bank credit agreement, note or bond purchase agreement, long-term lease, license or other agreement or instrument to
which the Indenture Trustee is a party or by which it is bound, which violation would have a material adverse effect on the Indenture Trustee’s ability to perform its obligations under this Indenture or any indenture supplement, or of any
judgment or order applicable to the Indenture Trustee; and (ii) there are no proceedings pending or threatened against the Indenture Trustee in any court or before any governmental authority, agency or arbitration board or tribunal which,
individually or in the aggregate, would have a material adverse effect on the right, power and authority of the Indenture Trustee to enter into this Indenture or any indenture supplement or to perform its obligations under this Indenture or any
indenture supplement. 
 SECTION 12.3 Information to Be Provided by the Indenture Trustee. The Indenture Trustee shall (i) on or
before the fifth Business Day of each month, provide to the Depositor, in writing, such information regarding the Indenture Trustee as is requested for the purpose of compliance with Item 1117 of Regulation AB, and (ii) as promptly as
practicable following notice to or discovery by the Indenture Trustee of any changes to such information, provide to the Depositor, in writing, updated information necessary for compliance with Item 1117 of Regulation AB. 
 The Indenture Trustee shall (i) on or before the fifth Business Day of each January, April, July and October, provide to the Depositor such
information regarding the Indenture Trustee as is requested for the purpose of compliance with Items 1103(a)(1), 1109(a), 1109(b), 1118 and 1119 of Regulation AB, and (ii) as promptly as practicable following notice to or discovery by the
Indenture Trustee of any changes to such information, provide to the Depositor, in writing, updated information necessary for compliance with Item 1117 of Regulation AB. Such information shall include, at a minimum: 
 (a) the Indenture Trustee’s name and form of organization; 
  

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 (b) a description of the extent to which the Indenture Trustee has had prior experience serving as
trustee for asset-backed securities transactions involving receivables of the same type as the Receivables; 
 (c) a description of any
affiliation between the Indenture Trustee and any of the following parties to a Securitization Transaction, as such parties are identified to the Indenture Trustee by the Depositor in writing in advance of such Securitization Transaction:

 (i) the sponsor; 
 (ii) any depositor; 
 (iii) the issuing entity; 
 (iv) any servicer; 
 (v) any trustee; 
 (vi) any originator; 
 (vii) any significant obligor; 
 (viii) any enhancement or support provider; and 
 (ix) any other material transaction party.

 In connection with the above-listed parties, a description of whether there is, and if so the general character of, any business
relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party, apart from
the asset-backed securities transaction, that currently exists or that existed during the past two years and that is material to an investor’s understanding of the asset-backed securities. 
 * * * * * 
  

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 IN WITNESS WHEREOF, the Issuing Entity and the Indenture Trustee have caused this Indenture to be duly
executed by their respective officers, thereunto duly authorized, all as of the day and year first above written. 
  

			
	SUPERIOR WHOLESALE INVENTORY
	FINANCING TRUST [•]
		
	By:	 	 [•],
 not in its individual
capacity

		 	but solely as Owner Trustee
		
	By:	 	  

	Name:	 	[•]
	Title:	 	[•]
	
	 [•],
 as Indenture
Trustee

		
	By:	 	  

	Name:	 	[•]
	Title:	 	[•]









 EXHIBIT A 
 TRANSFER CERTIFICATE 
 Wholesale Auto Receivables 
 Corporation Corporation Trust Center 
 1209 Orange Street 
 Wilmington, DE 19801 
 [•] 
 Attn: Corporate Trust Trustee
Administration 
 as Indenture Trustee for Superior 
 Wholesale
Inventory Financing TRUST [•] 
 Ladies and Gentlemen: 
 In connection with the purchase of a Note subject to Section 2.15 of the Indenture dated as of [•] (the “Unregistered
Note”) of the Superior Wholesale Inventory Financing TRUST [•], the undersigned buyer (“Buyer”) hereby acknowledges, represents and agrees that: 
 (d) The Buyer has received the [describe offering document] relating to the offering of the Unregistered Note (including exhibits thereto). 

(e) The Buyer understands that the Unregistered Note has not been registered under the Securities Act of 1933, as amended (the “Securities
Act”), and may not be sold except as permitted in the following sentence. The Buyer agrees, on its own behalf and on behalf of any accounts for which it is acting as hereinafter stated, that such Unregistered Note may be resold, pledged or
transferred only (i) to an institutional investor that is an “Accredited Investor” as defined in Rule 501(a)(1),(2),(3) or (7) (an “Institutional Accredited Investor”) under the Securities Act acting for its
own account (and not for the account of others) or as a fiduciary or agent for others (which others also are Institutional Accredited Investors unless the holder is a bank acting in its fiduciary capacity) that, if so requested by the Depositor or
the Indenture Trustee, executes a certificate in the form hereof, (ii) so long as such Unregistered Note is eligible for resale pursuant to Rule 144A under the Securities Act (“Rule 144A”), to a person whom the Buyer
reasonably believes after due inquiry to be a “qualified institutional buyer” (as defined in Rule 144A) acting for its own account (and not for the account of others) or as a fiduciary or agent for others (which others also are
“qualified institutional buyers”) that, if so requested by the Depositor or the Indenture Trustee, executes a certificate in the form hereof or (iii) in a sale, pledge or other transfer made in a transaction otherwise exempt from the
registration requirements of the Securities Act, in which case (A) the Indenture Trustee shall require that both the prospective transferor and the prospective transferee certify to the Indenture Trustee and the Depositor in writing the facts
surrounding such transfer, which certification shall be in form and substance satisfactory to the Indenture Trustee and the Depositor, and (B) the Indenture Trustee shall require a written opinion of counsel (which will not be at the expense of
the Depositor, the Servicer or the Indenture Trustee) satisfactory to the Depositor and the Indenture Trustee to the effect that such transfer will not violate the Securities Act, in each case in accordance with any applicable securities laws of any
state of the United States. The Buyer 







 will notify any purchaser of the Unregistered Note from it of the above resale restrictions, if then applicable. The
Buyer further understands that in connection with any transfer of the Unregistered Note by it that the Depositor and the Indenture Trustee may request, and if so requested the Buyer will furnish, such certificates and other information as they may
reasonably require to confirm that any such transfer complies with the foregoing restrictions. 
 (f) 
  

			
		  	 [CHECK ONE]

		
	 ̈	  	(1) The Buyer is an institutional investor and an “accredited investor” (as defined in Rule 501(a)(1),(2),(3) or (7) of Regulation D under the Securities Act) acting for its own
account (and not for the account of others) or as a fiduciary or agent for others (which others also are Institutional Accredited Investors unless the Buyer is bank acting in its fiduciary capacity). The Buyer has such knowledge and experience in
financial and business matters as to be capable of evaluating the merits and risks of its investment in the Unregistered Note, and the Buyer and any accounts for which it is acting are able to bear the economic risk of investment in the Unregistered
Note for an indefinite period of time. The Buyer is acquiring the Unregistered Note for investment and not with a view to, or for offer and sale in connection with, a public distribution.
		
	 ̈	  	(2) The Buyer is a “qualified institutional buyer” as defined under Rule 144A under the Securities Act and is acquiring the Unregistered Note for its own account (and not for
the account of others) or as a fiduciary or agent for others (which others also are “qualified institutional buyers”). The Buyer is familiar with Rule 144A under the Securities Act and is aware that the Depositor of the Unregistered
Note and other parties intend to rely on the statements made herein and the exemption from the registration requirements of the Securities Act provided by Rule 144A.

 (g) You are entitled to rely upon this letter and you are irrevocably authorized to produce this
letter or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby. 
  

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	Print Name of Buyer
		
	By:	 	  

		
	Name:	 	  

		
	Title:	 	  

		
	Date:	 	  



  

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 EXHIBIT B 
 UNDERTAKING LETTER 
 Wholesale Auto Receivables Corporation 
 Corporation Trust Center 
 1209 Orange Street 
 Wilmington, DE 19801 
 [•] 
  

			
	Attn:	 	Corporate Trust Trustee Administration
		 	as Indenture Trustee for Superior
		 	Wholesale Inventory Financing TRUST [•]

 Ladies and Gentlemen: 
 In connection with our purchase of record or beneficial ownership of a Note subject to the provisions of Section 2.15 of the Indenture dated
as of [•] (the “Unregistered Note”) of the Superior Wholesale Inventory Financing TRUST [•], the undersigned purchaser, record owner or beneficial owner hereby acknowledges, represents and warrants that such purchaser,
record owner or beneficial owner: 
 (1) is not, and has not acquired the Unregistered Note by or for the benefit of, (i) an employee
benefit plan (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) that is subject to the provisions of Title I of ERISA, (ii) a plan described in Section 4975(e)(1) of the
Internal Revenue Code of 1986, as amended, or (iii) any entity whose underlying assets include plan assets by reason of investment by an employee benefit plan or plan in such entity; and 
 (2) acknowledges that you and others will rely on our acknowledgments, representations and warranties, and agrees to notify you promptly in writing if
any of our acknowledgments, representations or warranties herein cease to be accurate and complete. 
  

			
	  

	 Name of Note Owner

		
	By:	 	  

		
	Name:	 	  

		
	Title:	 	  

		
	Date:	 	  










 APPENDIX A 
 ADDITIONAL REPRESENTATIONS AND WARRANTIES 
 1. This Agreement creates a valid and continuing
security interest (as defined in the applicable UCC) in the property described in clauses (a) and (b) of Section 2.01 of the Pooling and Servicing Agreement (the “Trust Assets”) in favor of the
Indenture Trustee which security interest is prior to all other Liens, and is enforceable as such against creditors and purchasers from the Trust. 
 2. All steps necessary to perfect the Trust’s security interest against each Obligor in the property securing the Trust Assets have been taken. 
 3. The Trust Assets constitute “accounts,” “chattel paper” or “payment intangibles” within the meaning of the applicable UCC. 
 4. The Trust owns and has good and marketable title to the Trust Assets free and clear of any Liens, claim or encumbrance of any Person. The Trust
has received all consents and approval required by the terms of the Trust Assets to the pledge of the Trust Assets to the Indenture Trustee. 
 5. The Trust has caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in
the Trust Assets granted to the Indenture Trustee under this Agreement. 
 6. GMAC, as Custodian, has in its possession the Eligible
Receivables Files and holds them in accordance with its customary procedures and any and all other documents that the Servicer or the Depositor shall keep on file, in accordance with its customary procedures, relating to the Eligible Receivables.
All financing statements filed or to be filed against the Trust in favor of the Indenture Trustee in connection herewith describing the Trust Assets contain a statement to the following effect: “A purchase of or security interest in any
collateral described in this financing statement will violate the rights of the Secured Party.” 
 7. Other than the security interest
granted to the Indenture Trustee under this Agreement, the Trust has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Trust Assets. The Trust has not authorized the filing of and none is aware of any
financing statements that include a description of collateral covering the Trust Assets other than any financing statement (i) relating to the security interest granted to WARCO, the Issuing Entity and the Indenture Trustee under the Basic
Documents, (ii) that has been terminated, or (iii) that names the Trust as secured party. The Trust is not aware of any judgment or tax lien filings against the Trust. 
 8. The representations, warranties and certifications contained in paragraphs 1-7 above shall survive the pledge of the Trust Assets to the Indenture
Trustee. No failure or delay on the part of the Indenture Trustee in exercising any right, remedy, power or privilege with respect to this Agreement shall operate as a waiver thereof nor shall any single or partial exercise of any right, remedy,
power or privilege with respect to this Agreement preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.