EX-10.4



 Exhibit 10.4 

SANTANDER DRIVE AUTO RECEIVABLES TRUST 2016-3 

AMENDED AND RESTATED 

TRUST AGREEMENT 
 between

 SANTANDER DRIVE AUTO RECEIVABLES LLC, 

as the Seller 
 and

 WILMINGTON TRUST, NATIONAL ASSOCIATION, 

as the Owner Trustee 

Dated as of October 12, 2016 
  

			
		 	 Amended and Restated

Trust Agreement (2016-3)









 TABLE OF CONTENTS 

 

							
	 	    	 	  	Page	 
		
	ARTICLE I            DEFINITIONS	  	 	1	  
			
	 SECTION 1.1.
	    	 Capitalized Terms
	  	 	1	  
	 SECTION 1.2.
	    	 Other Interpretive Provisions
	  	 	1	  
		
	ARTICLE II          ORGANIZATION	  	 	2	  
			
	 SECTION 2.1.
	    	 Name
	  	 	2	  
	 SECTION 2.2.
	    	 Office
	  	 	2	  
	 SECTION 2.3.
	    	 Purposes and Powers
	  	 	2	  
	 SECTION 2.4.
	    	 Appointment of the Owner Trustee
	  	 	3	  
	 SECTION 2.5.
	    	 Initial Capital Contribution of Trust Estate
	  	 	3	  
	 SECTION 2.6.
	    	 Declaration of Trust
	  	 	3	  
	 SECTION 2.7.
	    	 Organizational Expenses; Liabilities of the Holders
	  	 	4	  
	 SECTION 2.8.
	    	 Title to the Trust Estate
	  	 	4	  
	 SECTION 2.9.
	    	 Representations and Warranties of the Seller
	  	 	4	  
	 SECTION 2.10.
	    	 Situs of Issuer
	  	 	5	  
	 SECTION 2.11.
	    	 Covenants of the Certificateholders
	  	 	5	  
	 SECTION 2.12.
	    	 Federal Income Tax Allocations
	  	 	5	  
		
	ARTICLE III          CERTIFICATES AND TRANSFER OF CERTIFICATES	  	 	6	  
			
	 SECTION 3.1.
	    	 Initial Ownership
	  	 	6	  
	 SECTION 3.2.
	    	 Authorization of the Certificates
	  	 	6	  
	 SECTION 3.3.
	    	 Book-Entry Certificates
	  	 	6	  
	 SECTION 3.4.
	    	 Notices to Clearing Agency
	  	 	8	  
	 SECTION 3.5.
	    	 Definitive Certificates
	  	 	8	  
	 SECTION 3.6.
	    	 Registration of the Certificates
	  	 	9	  
	 SECTION 3.7.
	    	 Transfer of the Certificates
	  	 	10	  
	 SECTION 3.8.
	    	 Appointment of the Certificate Paying Agent
	  	 	17	  
	 SECTION 3.9.
	    	 Maintenance of Office or Agency
	  	 	18	  
	 SECTION 3.10.
	    	 Relevant Trustee
	  	 	18	  
	 SECTION 3.11.
	    	 Statement to Certificateholders
	  	 	18	  
		
	ARTICLE IV          ACTIONS BY OWNER TRUSTEE	  	 	19	  
			
	 SECTION 4.1.
	    	 Prior Notice to Certificateholders with Respect to Certain Matters
	  	 	19	  
	 SECTION 4.2.
	    	 Action by Certificateholders with Respect to Certain Matters
	  	 	20	  
	 SECTION 4.3.
	    	 Action by Certificateholders with Respect to Bankruptcy
	  	 	20	  
	 SECTION 4.4.
	    	 Restrictions on Certificateholders’ Power
	  	 	20	  
	 SECTION 4.5.
	    	 Acts of Certificateholders; Majority Control
	  	 	20	  
		
	ARTICLE V            APPLICATION OF TRUST FUNDS; CERTAIN DUTIES	  	 	21	  
			
	 SECTION 5.1.
	    	 Application of Trust Funds
	  	 	21	  


  
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 TABLE OF CONTENTS 

(continued) 
  


							
	 	    	 	  	Page	 
			
	 SECTION 5.2.
	    	 Method of Payment
	  	 	22	  
	 SECTION 5.3.
	    	 Reports by Owner Trustee to Certificateholders
	  	 	22	  
	 SECTION 5.4.
	    	 Certificate Distribution Account
	  	 	23	  
	 SECTION 5.5.
	    	 Withholding
	  	 	23	  
	 SECTION 5.6.
	    	 Preservation of Information; Communications to Certificateholders
	  	 	24	  
	 SECTION 5.7.
	    	 Rule 144A Information
	  	 	25	  
		
	ARTICLE VI          AUTHORITY AND DUTIES OF OWNER TRUSTEE	  	 	25	  
			
	 SECTION 6.1.
	    	 General Authority
	  	 	25	  
	 SECTION 6.2.
	    	 General Duties
	  	 	25	  
	 SECTION 6.3.
	    	 Action upon Instruction
	  	 	26	  
	 SECTION 6.4.
	    	 No Duties Except as Specified in this Agreement or in Instructions
	  	 	27	  
	 SECTION 6.5.
	    	 No Action Except under Specified Documents or Instructions
	  	 	27	  
	 SECTION 6.6.
	    	 Restrictions
	  	 	27	  
		
	ARTICLE VII          CONCERNING OWNER TRUSTEE	  	 	27	  
			
	 SECTION 7.1.
	    	 Acceptance of Trusts and Duties
	  	 	27	  
	 SECTION 7.2.
	    	 Furnishing of Documents
	  	 	30	  
	 SECTION 7.3.
	    	 Notice of Events of Default and Servicer Replacement Event
	  	 	30	  
	 SECTION 7.4.
	    	 Representations and Warranties
	  	 	30	  
	 SECTION 7.5.
	    	 Reliance; Advice of Counsel
	  	 	30	  
	 SECTION 7.6.
	    	 Not Acting in Individual Capacity
	  	 	31	  
	 SECTION 7.7.
	    	 The Owner Trustee May Own Notes
	  	 	31	  
	 SECTION 7.8.
	    	 Compliance with Patriot Act
	  	 	31	  
		
	ARTICLE VIII          COMPENSATION OF OWNER TRUSTEE	  	 	32	  
			
	 SECTION 8.1.
	    	 The Owner Trustee’s Compensation
	  	 	32	  
	 SECTION 8.2.
	    	 Indemnification
	  	 	32	  
	 SECTION 8.3.
	    	 Payments to the Owner Trustee
	  	 	32	  
		
	ARTICLE IX            TERMINATION OF TRUST AGREEMENT	  	 	33	  
			
	 SECTION 9.1.
	    	 Dissolution of Issuer
	  	 	33	  
	 SECTION 9.2.
	    	 Termination of Trust Agreement
	  	 	34	  
	 SECTION 9.3.
	    	 Limitations on Termination
	  	 	34	  
		
	ARTICLE X            SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES	  	 	34	  
			
	 SECTION 10.1.
	    	 Eligibility Requirements for the Owner Trustee
	  	 	34	  
	 SECTION 10.2.
	    	 Resignation or Removal of the Owner Trustee
	  	 	34	  


  
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 TABLE OF CONTENTS 

(continued) 
  


							
	 	    	 	  	Page	 
			
	 SECTION 10.3.
	    	 Successor Owner Trustee
	  	 	35	  
	 SECTION 10.4.
	    	 Merger or Consolidation of the Owner Trustee
	  	 	36	  
	 SECTION 10.5.
	    	 Appointment of Co-Trustee or Separate Trustee
	  	 	36	  
		
	 ARTICLE
XI          MISCELLANEOUS
	  	 	37	  
			
	 SECTION 11.1.
	    	 Amendments
	  	 	37	  
	 SECTION 11.2.
	    	 No Legal Title to Trust Estate in Certificateholders
	  	 	39	  
	 SECTION 11.3.
	    	 Limitations on Rights of Others
	  	 	39	  
	 SECTION 11.4.
	    	 Notices
	  	 	39	  
	 SECTION 11.5.
	    	 Severability
	  	 	39	  
	 SECTION 11.6.
	    	 Separate Counterparts
	  	 	40	  
	 SECTION 11.7.
	    	 Successors and Assigns
	  	 	40	  
	 SECTION 11.8.
	    	 No Petition
	  	 	40	  
	 SECTION 11.9.
	    	 Information Request
	  	 	41	  
	 SECTION 11.10.
	    	 Headings
	  	 	41	  
	 SECTION 11.11.
	    	 GOVERNING LAW
	  	 	41	  
	 SECTION 11.12.
	    	 Waiver of Jury Trial
	  	 	41	  
	 SECTION 11.13.
	    	 Form 10-D and Form 10-K Filings
	  	 	41	  
	 SECTION 11.14.
	    	 Form 8-K Filings
	  	 	41	  
	 SECTION 11.15.
	    	 Information to Be Provided by the Owner Trustee
	  	 	42	  
	 SECTION 11.16.
	    	 Third-Party Beneficiaries
	  	 	42	  

 Exhibit A – Form of Certificate 

Exhibit B – Form of Certificate Investor Representation Letter 

Exhibit C – Form of Registration of Certificate Transfer Direction Letter 

  
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 This AMENDED AND RESTATED TRUST AGREEMENT is made as of October 12, 2016 (as amended,
supplemented or otherwise modified and in effect from time to time, this “Agreement” or this “Trust Agreement”) between SANTANDER DRIVE AUTO RECEIVABLES LLC, a Delaware limited liability company, as the
Seller (the “Seller”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as the owner trustee (“Wilmington Trust” and in such capacity the “Owner Trustee”). 

RECITALS 
 WHEREAS, the
Seller and the Owner Trustee entered into that certain Trust Agreement dated as of June 15, 2016 (the “Original Trust Agreement”) and filed a certificate of trust with the Secretary of State of the State of Delaware, pursuant to
which the Issuer (as defined below) was created; and 
 WHEREAS, in connection with the issuance of the Notes, the parties have agreed to
amend and restate the Original Trust Agreement; 
 NOW THEREFORE, IN CONSIDERATION of the mutual agreements herein contained, and of other
good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows: 
 ARTICLE I

 DEFINITIONS 

SECTION 1.1. Capitalized Terms. Unless otherwise indicated, capitalized terms used in this Agreement are defined in Appendix
A to the Sale and Servicing Agreement dated as of the date hereof (as from time to time amended, supplemented or otherwise modified and in effect, the “Sale and Servicing Agreement”) between the Issuer, the Seller, the Servicer, and
Wells Fargo Bank, National Association, as Indenture Trustee. 
 SECTION 1.2. Other Interpretive Provisions. All terms
defined in this Agreement shall have the defined meanings when used in any certificate or other document delivered pursuant hereto unless otherwise defined therein. For purposes of this Agreement and all such certificates and other documents,
unless the context otherwise requires: (a) accounting terms not otherwise defined in this Agreement, and accounting terms partly defined in this Agreement to the extent not defined, shall have the respective meanings given to them under GAAP
(provided, that, to the extent that the definitions in this Agreement and GAAP conflict, the definitions in this Agreement shall control); (b) terms defined in Article 9 of the UCC as in effect in the State of Delaware and not otherwise
defined in this Agreement are used as defined in that Article; (c) the words “hereof,” “herein” and “hereunder” and words of similar import refer to this Agreement as a whole and not to any particular provision of this
Agreement; (d) references to any Article, Section, Schedule or Exhibit are references to Articles, Sections, Schedules and Exhibits in or to this Agreement, and references to any paragraph, subsection, clause or other subdivision within any Section
or definition refer to such paragraph, subsection, clause or other subdivision of such Section or definition; (e) the term “including” and all variations thereof means “including without limitation”; (f) references to any law or
regulation refer to that law or regulation as amended from time to time and include any successor law or regulation; and (g) references to any Person include that Person’s successors and assigns. 

  

					
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 ARTICLE II 

ORGANIZATION 
 SECTION
2.1. Name. The trust created under the Original Trust Agreement shall be known as “Santander Drive Auto Receivables Trust 2016-3” (the “Issuer”), in which name the Owner Trustee, the Administrator or the
Servicer (to the extent set forth in the Transaction Documents) may conduct the business of such trust, make and execute contracts and other instruments on behalf of such trust and sue and be sued. 

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

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

(b) to acquire the property and assets set forth in the Sale and Servicing Agreement from the Seller pursuant to the terms
thereof, to make deposits to and withdrawals from the Collection Account and the Reserve Account and to pay the organizational, start-up and transactional expenses of the Issuer; 

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

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

(e) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish
the foregoing or are incidental thereto or connected therewith, including entering into an accession agreement; and 
 (f)
subject to compliance with the Transaction Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of distributions to the Certificateholders and payments to the
Noteholders. 

  

					
		 	
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 Each of the Owner Trustee and the Administrator, as applicable, is hereby authorized to engage in the foregoing
activities on behalf of the Issuer. Neither the Issuer nor any Person acting on behalf of the Issuer shall engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement
or the other Transaction Documents. 
 SECTION 2.4. Appointment of the Owner Trustee. The Seller hereby appoints the Owner
Trustee as trustee of the Issuer effective as of the date hereof, to have all the rights, powers and duties set forth herein. 
 SECTION
2.5. Initial Capital Contribution of Trust Estate. As of the date of the Original Trust Agreement, the Seller sold, assigned, transferred, conveyed and set over to the Owner Trustee the sum of $1. The Owner Trustee
hereby acknowledges receipt in trust from the Seller, as of such date, of the foregoing contribution, which shall constitute the initial Trust Estate and shall be deposited in the Collection Account. 

SECTION 2.6. Declaration of Trust. The Owner Trustee hereby declares that it will hold the Trust Estate in trust upon and
subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Issuer under the Transaction Documents. It is the intention of the parties hereto that the Issuer constitute a
statutory trust under the Statutory Trust Statute and that this Agreement constitute the governing instrument of such statutory trust. It is the intention of the parties hereto that, solely for United States federal income or state and local
income, franchise and value added tax purposes, so long as there is a single beneficial owner of the Certificates, the Issuer will be disregarded as an entity separate from such beneficial owner and the Notes will be characterized as debt. The
parties agree that, unless otherwise required by appropriate tax authorities, the Issuer will not file or cause to be filed annual or other necessary returns, reports and other forms consistent with the characterization of the Issuer as an entity
separate from its owner. In the event that the Issuer is deemed to have more than one beneficial owner for United States federal income tax purposes, the Issuer will file returns, reports and other forms consistent with the characterization of
the Issuer as a partnership (that is not treated as a publicly traded partnership), and this Agreement may be amended to include such provisions as may be required under Subchapter K of the Internal Revenue Code of 1986, as amended. Effective
as of the date hereof, the Owner Trustee shall have all rights, powers and duties set forth herein and, to the extent not inconsistent herewith, in the Statutory Trust Statute with respect to accomplishing the purposes of the Issuer. It is the
intention of the parties hereto that except as expressly stated herein, the affairs of the Trust shall be managed by the Administrator pursuant to the Administration Agreement. The Owner Trustee has heretofore filed the Certificate of Trust
with the Secretary of State of the State of Delaware as required by Section 3810(a) of the Statutory Trust Statute, such filing hereby being ratified and approved in all respects. Notwithstanding anything herein or in the Statutory Trust
Statute to the contrary, it is the intention of the parties hereto that the Issuer constitute a “business trust” within the meaning of Section 101(9)(A)(v) of the Bankruptcy Code. 

  

					
		 	
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 SECTION 2.7. Organizational Expenses; Liabilities of the Holders. 

(a) The Servicer shall pay organizational expenses of the Issuer as they may arise. 

(b) No Certificateholder (including the Seller if the Seller becomes a Certificateholder) shall have any personal liability for
any liability or obligation of the Issuer. 
 SECTION 2.8. Title to the Trust Estate. Legal title to all the Trust Estate
shall be vested at all times in the Issuer as a separate legal entity. 
 SECTION 2.9. Representations and Warranties of the
Seller. The Seller hereby represents and warrants to the Owner Trustee that:
 (a) Existence and
Power. The Seller is a Delaware limited liability company validly existing and in good standing under the laws of the State of Delaware and has, in all material respects, full power and authority required to own its assets and operate its
business as presently owned or operated, and to execute, to deliver and to perform its obligations under the Transaction Documents to which it is a party and the Underwriting Agreement. The Seller has obtained all necessary licenses and
approvals in each jurisdiction where the failure to do so would materially and adversely affect the ability of the Seller to perform its obligations under the Transaction Documents and the Underwriting Agreement. 

(b) Authorization and No Contravention. The execution, delivery and performance by the Seller of each Transaction
Document to which it is a party and the Underwriting Agreement (i) have been duly authorized by all necessary action on the part of the Seller and (ii) do not violate or constitute a default under (A) any applicable law, rule or regulation, (B) its
organizational instruments or (C) any material agreement or instrument to which the Seller is a party or by which its properties are bound (other than violations of such laws, rules, regulations, organizational instruments, agreements or instruments
which do not affect the legality, validity or enforceability of any of such agreements and which, individually or in the aggregate, would not materially and adversely affect the transactions contemplated by, or the Seller’s ability to perform
its obligations under, the Transaction Documents to which it is a party or the Underwriting Agreement). 
 (c) No Consent
Required. No approval, authorization or other action by, or filing with, any Governmental Authority is required in connection with the execution, delivery and performance by the Seller of any Transaction Document other than UCC filings and
other than (i) approvals and authorizations that have previously been obtained and filings which have previously been made and (ii) approvals, authorizations or filings which, if not obtained or made, would not have a material adverse effect on the
ability of the Seller to perform its obligations under the Underwriting Agreement or the Transaction Documents to which it is a party. 

  

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

(e) No Proceedings. There are no actions, orders, suits or proceedings pending or, to the knowledge of the Seller,
threatened against the Seller before or by any Governmental Authority that (i) assert the invalidity or unenforceability of this Agreement or any of the other Transaction Documents, (ii) seek to prevent the issuance of the Notes or the consummation
of any of the transactions contemplated by this Agreement or any of the other Transaction Documents or (iii) seek any determination or ruling that would materially and adversely affect the performance by the Seller of its obligations under this
Agreement or any of the other Transaction Documents. 
 (f) To the best of the Seller’s knowledge, as of the date
hereof, no amounts are required to be deducted or withheld pursuant to FATCA with respect to payments to be made to the Certificateholders hereunder or under the Sale and Servicing Agreement. If the Seller has actual knowledge that withholding
tax under FATCA applies with respect to one or more payments on a Certificate, the Seller will notify the Owner Trustee, the Indenture Trustee and the Certificate Paying Agent of such fact. 

SECTION 2.10. Situs of Issuer. The Issuer shall be located in the State of Delaware (it being understood that the Issuer may
have bank accounts located and maintained outside of Delaware). 
 SECTION 2.11. Covenants of the Certificateholders. Each
Certificateholder, by becoming an owner of a Certificate and beneficial owner of the Issuer, hereby acknowledges and agrees (a) that the Certificateholder is subject to the terms, provisions and conditions of the Certificate, to which the
Certificateholder agrees to be bound; and (b) that it shall not take any position in such Certificateholder’s tax returns inconsistent with Section 2.6 herein and Section 2.14 of the Indenture.

SECTION 2.12. Federal Income Tax Allocations. If the Certificates have more than one beneficial owner for United States
federal income tax purposes, for United States federal income tax purposes each item of income, gain, loss, credit and deduction for a month shall be allocated to the Certificateholders as of the first Record Date following the end of such month in
proportion to their Percentage Interests on such Record Date. The Seller (or the Administrator in accordance with the Administration Agreement and Section 5.3) is authorized, in its sole discretion, (i) to modify the allocations in
this paragraph if necessary or appropriate for the allocations to fairly reflect the economic income, gain or loss to the Certificateholders or otherwise comply with the requirements of the Code and (ii) to determine whether or not to make any
available tax elections such as an election under Section 1278 or 754 of the Code. 

  

					
		 	
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 ARTICLE III 

CERTIFICATES AND TRANSFER OF CERTIFICATES 

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

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


  

					
		 	
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Clearing Agency, and no Certificateholder will receive a Definitive Certificate representing such Certificateholder’s interest in such Certificate, except as provided in Section
3.5. Unless and until definitive, fully registered Certificates (the “Definitive Certificates”) have been issued to the applicable Certificateholders pursuant to Section 3.2 or 3.5: 

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

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

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

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

(vii) payments on a Book-Entry Certificate will be made to the Clearing Agency, or its nominee, as the registered owner
thereof, and none 

  

					
		 	
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of the Issuer, the Owner Trustee, the Indenture Trustee or the Certificate Paying Agent will have any responsibility or liability for any aspect of the records relating to or payments made on
account of beneficial ownership interests in a Book-Entry Certificate or for maintaining, supervising or reviewing any records relating to the beneficial ownership interests. 

(b) Notwithstanding any provision to the contrary herein, so long as a Book-Entry Certificate remains outstanding and is held
by or on behalf of the Clearing Agency, transfers of a Book-Entry Certificate, in whole or in part, shall only be made in accordance with Section 3.3(a). Subject to clauses (i) through (iii) of Section 3.3(a), transfers
of a Book-Entry Certificate shall be limited to transfers of such Book-Entry Certificate in whole, but not in part, to a nominee of the Clearing Agency or to a successor of the Clearing Agency or such successor’s nominee. 

In the event that a Book-Entry Certificate is exchanged for one or more Definitive Certificates pursuant to Section 3.5,
such Certificates may be exchanged for one another only in accordance with the provisions of this Agreement and with such procedures as may be from time to time adopted by the Issuer and the Owner Trustee. 

SECTION 3.4. Notices to Clearing Agency. Whenever a notice or other communication to the Certificateholders is required under
this Agreement, unless and until Definitive Certificates shall have been issued to Certificate Owners pursuant to Section 3.5, the Owner Trustee shall give all such notices and communications specified herein to be given to the
Certificateholders to the Clearing Agency, and shall have no obligation to the Certificate Owners. 
 SECTION 3.5. Definitive
Certificates. 
 (a) If (i) the Seller advises the Owner Trustee and the Indenture Trustee in writing that the Clearing
Agency is no longer willing or able to properly discharge its responsibilities with respect to the Certificates, and the Seller is unable to locate a qualified successor or (ii) the Seller at its option advises the Owner Trustee and the Indenture
Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency, then the Clearing Agency shall notify all Certificate Owners and the Certificate Paying Agent of the occurrence of any such event and of the
availability of Definitive Certificates representing the Certificates to Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of the typewritten Certificate or Certificates representing the Book-Entry Certificates
by the Clearing Agency, accompanied by re-registration instructions, the Owner Trustee shall execute and the Certificate Registrar shall register, authenticate and deliver the Definitive Certificates representing the Certificates in accordance with
the instructions of the Clearing Agency. None of the Issuer, Certificate Registrar, the Indenture Trustee or the Owner Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in
relying on, such instructions. Upon the issuance of Definitive Certificates representing the Certificates, the Owner Trustee, the Certificate Registrar, the Certificate Paying Agent and the Indenture Trustee shall recognize such Holders of the
Definitive Certificates as the applicable Certificateholders. 

  

					
		 	
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 (b) Subject to the transfer restrictions contained herein and in the
Certificates, any Holder of a Definitive Certificate may transfer all or any portion of the Percentage Interest (subject to the requirements set forth in Sections 3.3 and 3.7) evidenced by such Certificate upon surrender thereof to the
Certificate Registrar accompanied by the documents required by this Section 3.5. Such transfer may be made by a registered Certificateholder in person or by his attorney duly authorized in writing upon surrender of the Certificate to the
Certificate Registrar accompanied by (a) a written instrument of transfer in the form of the “Assignment” attached to the Form of Certificate attached hereto as Exhibit A and with such signature guarantees and evidence of authority
of the Persons signing the instrument of transfer as the Certificate Registrar may reasonably require, (b) an executed direction letter regarding registration of such transfer in the form attached hereto as Exhibit C, (c) unless the
transferee is a U.S. Affiliate of the Seller, an executed Certificate Investor Representation Letter in the form of Exhibit B (unless the Seller shall have received an opinion of nationally recognized tax counsel to the effect that such
transfer without an executed Certificate Investor Representation Letter substantially in the form of Exhibit B will not cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for United States
federal income tax purposes and the Seller shall have consented in writing that no such written representation letter is required) and (d) the documents required by Section 3.7(c) hereof. Promptly upon the receipt of such documents and
receipt by the Certificate Registrar of the transferor’s Certificate, the Certificate Registrar shall record the name of such transferee as a Certificateholder and its Percentage Interest in the Certificate Register and the Owner Trustee shall
execute, and the Certificate Registrar shall authenticate and deliver to such Certificateholder, a Certificate evidencing such Percentage Interest. In the event a transferor transfers only a portion of its Percentage Interest, the Owner Trustee
shall execute, and the Certificate Registrar shall register, authenticate and deliver to such transferor, a new Certificate evidencing such transferor’s new Percentage Interest and the Owner Trustee shall execute, and the Certificate Registrar
shall register, authenticate and deliver to such transferee, a new Certificate evidencing such transferee’s Percentage Interest. Subsequent to each transfer of a beneficial interest and upon the issuance of the new Certificate or
Certificates, the Certificate Registrar shall cancel and destroy in accordance with its customary practices the Certificate surrendered to it in connection with such transfer. The Owner Trustee, the Certificate Registrar and the Indenture
Trustee shall treat, for all purposes whatsoever (other than as required by Section 3.7 or under applicable law), the Person in whose name any Certificate is registered as the owner of the Percentage Interest evidenced by such Certificate
without regard to any notice to the contrary. 
 Definitive Certificates will not be eligible for clearing or settlement through DTC,
Euroclear or Clearstream. 
 SECTION 3.6. Registration of the Certificates. Wells Fargo Bank, National Association, as an agent
of the Issuer, in its capacity as “Certificate Registrar” (the “Certificate 

  

					
		 	
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Registrar”) shall maintain at its Corporate Trust Office, or at the office of any agent appointed by it and approved in writing by the Certificateholders at the time of such
appointment, a register (the “Certificate Register”) for the registration and transfer of any Certificate. Prior to the due presentment for registration of transfer of any Certificate, the Owner Trustee, the Indenture Trustee
and the Certificate Registrar or any agent of the Owner Trustee, the Indenture Trustee or the Certificate Registrar shall treat the Person in whose name any Certificate is registered (as of the applicable Record Date) as the owner of such
Certificate for the purpose of receiving distributions on such Certificate and for all other purposes whatsoever without regard to any notice to the contrary (other than as required by Section 3.7 or under applicable law). For the
avoidance of doubt, a Certificate is not negotiable, and the records maintained by the Certificate Registrar in the Certificate Register with respect to each Certificate and its related registered owner are intended to cause the Certificates to be
issued in registered form, within the meaning of Treasury Regulation section 5f.103-1(c), and shall record (a) the Percentage Interest evidenced by each Certificate and (b) all distributions made to each Certificateholder with respect to the
Issuer’s assets. The entries in the Certificate Register shall be conclusive absent manifest error. 
 SECTION 3.7. Transfer of
the Certificates. 
 (a) A Certificateholder may assign, convey or otherwise transfer all or any of its right, title and
interest in the related Certificate, subject to the restrictions set forth in Section 3.5 and this Section 3.7. Each purchaser and transferee (other than a U.S. Affiliate of the Seller) of a Certificate will be required to provide
a Certificate Investor Representation Letter substantially in the form of Exhibit B to the Certificate Registrar upon which it may conclusively rely (unless the Seller shall have received an opinion of nationally recognized tax counsel to the
effect that such transfer without an executed Certificate Investor Representation Letter substantially in the form of Exhibit B will not cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation
for United States federal income tax purposes and the Seller shall have consented in writing that no such written representation letter is required). 

By accepting and holding a Certificate (or any interest therein), the holder thereof (and, if the holder is a Plan, its
fiduciary) shall be deemed to have represented and warranted that it is not, and is not purchasing the Certificate (or any interest therein) on behalf of or with any assets of, a Benefit Plan or Plan that is subject to Similar Law. Subject to
the transfer restrictions contained herein and in the Certificate, each Certificateholder may transfer all or any portion of the Percentage Interest evidenced by such Certificate upon delivery to the Certificate Registrar of the documents required
by Section 3.5 and this Section 3.7 and, in the case of a Definitive Certificate, surrender of such Definitive Certificate to the Certificate Registrar. Such transfer may be made by a registered Certificateholder in person or by
his attorney duly authorized in writing upon (i) in the case of a Definitive Certificate, surrender of such Certificate to the Certificate Registrar accompanied by (x) a written instrument of transfer in the form of the “Assignment”
attached to the Form of Certificate attached hereto as Exhibit A and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Certificate Registrar may reasonably require and (y) an
executed 

  

					
		 	
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direction letter regarding registration of such transfer in the form attached hereto as Exhibit C, (ii) unless the transferee is a U.S. corporate Affiliate of the Seller (or disregarded
entity thereof), an executed Certificate Investor Representation Letter substantially in the form of Exhibit B (unless the Seller shall have received an opinion of nationally recognized tax counsel to the effect that such transfer without an
executed Certificate Investor Representation Letter substantially in the form of Exhibit B will not cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for United States federal income tax
purposes and the Seller shall have consented in writing that no such written representation letter is required) and (iii) the documents required by clause (c) hereof. Promptly upon the receipt of such documents and, in the case of a
Definitive Certificate, receipt by the Certificate Registrar of the transferor’s Certificate, the Certificate Registrar shall record the name of such transferee as a Certificateholder and its Percentage Interest in the Certificate Register and,
in the case of a Definitive Certificate, the Owner Trustee shall execute, and the Certificate Registrar shall authenticate and deliver, to such Certificateholder a Certificate evidencing such Percentage Interest. In the event a transferor
transfers only a portion of its Percentage Interest, the Owner Trustee shall execute, and the Certificate Registrar shall register, authenticate and deliver to such transferor, a new Certificate evidencing such transferor’s new Percentage
Interest. Subsequent to a transfer and upon the issuance of a new Definitive Certificate or Definitive Certificates, the Certificate Registrar shall cancel and destroy the Definitive Certificate surrendered to it in connection with such
transfer. Unless otherwise provided under applicable law, the Owner Trustee, the Certificate Register and the Indenture Trustee shall treat the Person in whose name any Certificate is registered as the sole owner of the beneficial interest in
the Issuer evidenced by such Certificate, without regard to any notice to the contrary. 
 (b) As a condition precedent to
any registration of transfer under this Section 3.7, the Certificate Registrar may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to be paid in connection with such
transfer. 
 (c) By accepting and holding a Certificate (or any interest therein), each transferee of a Certificate (other
than a U.S. corporate Affiliate of the Seller, or disregarded entity thereof) shall be deemed to have acknowledged, represented and agreed as follows: 

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

(2) Unless the Seller has received an opinion from a nationally recognized tax counsel (which, for the avoidance of doubt, may
rely on reasonable representations of the applicable transferee or other applicable persons) that the proposed 

  

					
		 	
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transfer, without the representation pursuant to this paragraph, will not cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for United
States federal income tax purposes and the Seller has consented to such transfer in writing, it (and any Person for which it holds Certificates as agent or nominee, collectively for purposes of this paragraph (2), a “transferee”) either
(A) is not, and will not become, a partnership, Subchapter S corporation or grantor trust for United States federal income tax purposes (or a disregarded entity the single owner of which is any of the foregoing) or (B) is such an entity, but (x) no
more than 50% of the value of any of the direct or indirect beneficial interests in such transferee (or in the case of a disregarded entity, the interests of its single owner) is or will be attributable to such transferee’s (or in the case of a
disregarded entity, the single owner’s) interest in Restricted Notes and the Certificates and (y) it is not and will not be a principal purpose of the arrangement involving such entity’s beneficial interest in any Restricted Notes or
Certificates to permit any partnership to satisfy the 100 partner limitation of Treasury Regulation Section 1.7704-1(h)(1)(ii) necessary for such partnership not to be classified as a publicly traded partnership under the Code. 

(3) It understands that if it is acquiring any Certificate for the account of one or more Persons as agent or nominee, (A) it
shall provide to the Certificate Registrar, the Indenture Trustee and the Seller information as to the number of such Persons and any changes in the number of such Persons and (B) any such change in the number of Persons for whose account a
Certificate is held shall require the written consent of the Administrator, on behalf of the Issuer, which consent shall be granted unless the Seller determines that such proposed change in number of Persons would create a risk that the Issuer would
be classified for United States federal or any applicable state tax purposes as an association (or a publicly traded partnership) taxable as a corporation. 

(4) It (and any Person for which it holds Certificates as agent or nominee) understands that no subsequent transfer of the
Certificates (or any interest therein) is permitted unless (A) such transfer is of a Certificate with a Percentage Interest of more than 5% (or of an interest in a Certificate representing a Percentage Interest of more than 5%) and (B) the Seller,
on behalf of the Issuer, consents in writing to the proposed transfer, which consent shall be granted unless the Seller determines that such transfer would either create a risk that the Issuer would be classified for United States federal or any
applicable state tax purposes as an association (or a publicly traded partnership) taxable as a corporation (e.g., the transfer could cause the aggregate number of beneficial owners of Restricted Notes, the Certificates (or interests therein) and
any instrument with respect to which there has not been rendered an opinion that it will be treated as debt for United States federal income tax purposes, issued by an entity 50% or more of the value of which is or will be attributable to direct or
indirect interests in the Issuer, to exceed 95). 
 (5) Each registered owner of and, if different, each owner of a
beneficial interest in, a Certificate is a “United States person” (as defined in Code section 7701(a)(30)) and shall deliver to the Owner Trustee, the Administrator, the Indenture 

  

					
		 	
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Trustee and the Certificate Paying Agent two properly completed and duly executed originals of U.S. Internal Revenue Service Form W-9 (or applicable successor form) certifying that it is a United
States person and not subject to backup withholding, or other information or documentation requested by the Administrator, the Indenture Trustee, the Certificate Paying Agent or the Owner Trustee to determine, in its sole discretion, that payments
on such Certificates will not be subject to withholding under U.S. tax law. 
 (6) Prior to December 31, 2017 or such later
date that the Amended Partnership Audit Rules shall apply to the Issuer, (A) it shall provide to the Administrator on behalf of the Issuer and the Depositor any further information required by the Issuer to comply with the Amended Partnership Audit
Rules, including Section 6226(a) of the Amended Partnership Audit Rules and (B) if it is not the beneficial owner of a Certificate, such beneficial owner shall provide to the Administrator on behalf of the Issuer and the Depositor any further
information required by the Issuer to comply with the Amended Partnership Audit Rules, including Section 6226(a) of the Amended Partnership Audit Rules and, to the extent the Issuer determines such appointment necessary for it to make an election
under Section 6226(a) of the Amended Partnership Audit Rules, hereby appoints the transferee as its agent for purposes of receiving any notifications or information pursuant to the notice requirements under Section 6226(a)(2) of the Amended
Partnership Audit Rules. 
 (7) Unless the Seller has received an opinion from a nationally recognized tax counsel (which,
for the avoidance of doubt, may rely on reasonable representations of the applicable transferee or other applicable persons) that the proposed transfer or the type of transfer described by this paragraph, without the representation pursuant to this
paragraph, will not cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for United States federal income tax purposes, it (and any Person for which it holds Certificates as agent or nominee) will
not (i) beneficially own 80% or more of the Certificates (or interest therein) at any time that (A) a member of an expanded group (as defined in Proposed Treasury Regulation section 1.385-1(b)(3) or any successor regulation then in effect) that
includes such holder (or a person considered to be the same person as the holder for United States federal income tax purposes), (B) a “controlled partnership” (as defined in proposed Treasury Regulation Section 1.385-1(b)(1)) of such
expanded group or (C) a disregarded entity owned directly or indirectly by a person described in preceding clause (A) or (B) beneficially owns any Note or (ii) beneficially own 80% or more of the Certificates and Restricted Notes, taken together, at
any time that (A) a member of an expanded group (as defined in Proposed Treasury Regulation section 1.385-1(b)(3) or any successor regulation then in effect) that includes such holder (or a person considered to be the same person as the holder for
United States federal income tax purposes), (B) a “controlled partnership” (as defined in proposed Treasury Regulation Section 1.385-1(b)(1)) of such expanded group or (C) a disregarded entity owned directly or indirectly by a person
described in preceding clause (A) or (B) beneficially owns any Note other than a Restricted Note. 
 (8) It (and any Person
for which it holds Certificates as agent or nominee) understands that any attempted transfer that contravenes any provisions of Section 3.5(b), Section 3.7(c) or Section 3.7(h) shall be a void transfer ab initio. 

  

					
		 	
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 (d) Each purchaser, beneficial owner and subsequent transferee of Certificates or
an interest therein will be required or deemed to acknowledge that the Issuer may provide any information concerning its investment in the Certificates to the U.S. Internal Revenue Service. In addition, each purchaser, beneficial owner and
subsequent transferee of Certificates or an interest therein will be required or deemed to understand and acknowledge that the Issuer has the right, hereunder, to withhold on any beneficial owner of an interest in a Certificate that fails to comply
with the foregoing requirements. 
 (e) Each Certificate shall bear a legend in substantially the following form, unless the
Seller determines otherwise in accordance with applicable law: 
 “THIS CERTIFICATE OR ANY INTEREST HEREIN HAS NOT BEEN
AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND THE ISSUER HAS NOT BEEN REGISTERED UNDER THE UNITED STATES
INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “INVESTMENT COMPANY ACT”). THIS CERTIFICATE OR ANY INTEREST HEREIN MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, EXCEPT (A) (1) TO A QUALIFIED INSTITUTIONAL BUYER WITHIN
THE MEANING OF RULE 144A UNDER THE SECURITIES ACT (A “QUALIFIED INSTITUTIONAL BUYER”) WHO IS EITHER PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A
OR (2) TO THE SELLER OR ANY OF ITS AFFILIATES AND BY THE SELLER OR ANY OF ITS AFFILIATES AS PART OF THE INITIAL DISTRIBUTION OR ANY REDISTRIBUTION OF THE CERTIFICATES BY THE SELLER OR ANY OF ITS AFFILIATES AND (B) IN ACCORDANCE WITH ALL APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION. EACH PURCHASER WILL BE DEEMED TO HAVE MADE CERTAIN REPRESENTATIONS AND AGREEMENTS SET FORTH IN THE TRUST AGREEMENT. ANY TRANSFER IN VIOLATION OF THE
FOREGOING WILL BE OF NO FORCE AND EFFECT, WILL BE VOID AB INITIO, AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO THE TRANSFEREE, NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE ISSUER, THE OWNER TRUSTEE, OR ANY INTERMEDIARY. IF AT ANY
TIME, THE ISSUER DETERMINES OR IS NOTIFIED THAT THE HOLDER OF SUCH CERTIFICATE OR PERCENTAGE INTEREST IN SUCH CERTIFICATE WAS IN BREACH, AT THE TIME GIVEN, OF ANY OF THE REPRESENTATIONS SET FORTH IN 

  

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

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

  

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

(f) If (1) a transfer or attempted or purported transfer of any Certificate or interest therein was consummated in compliance
with the provisions of this Section 3.7 on the basis of a materially incorrect certification from the transferor or purported transferee, (2) a transferee of a Certificate failed to deliver to the Certificate Registrar a Certificate
Investor Representation Letter in the form of Exhibit B hereto or (3) the Certificateholder of any Certificate or interest therein is in material breach of any representation or agreement set forth in any Certificate or any deemed
representation or agreement of such Certificateholder, the Certificate Registrar, upon actual knowledge of such circumstances, will not register such attempted or purported transfer and, if a transfer has been registered, such transfer shall be
absolutely null and void ab initio and shall not operate to transfer any rights to the purported transferee (such purported transferee, a “Disqualified Transferee”) and the last preceding Certificateholder of such
Certificateholder that was not a Disqualified Transferee shall be restored to all rights as a Certificateholder thereof retroactively to the date of the purported transfer of such Certificate by such Certificateholder.

(g) If (i) any mutilated Certificate is surrendered to the Certificate Registrar, or (ii) the Certificate Registrar receives
evidence to its satisfaction that any Certificate has been destroyed, lost or stolen, and upon proof of ownership satisfactory to the Certificate Registrar together with such security or indemnity as may be requested by the Owner Trustee, the
Indenture Trustee and the Certificate Registrar to save them harmless, the Owner Trustee shall execute, and the Certificate Registrar shall authenticate and deliver, a new Certificate for the same Percentage Interest as the Certificate so mutilated,
destroyed, lost or stolen, of like tenor and bearing a different issue number, with such notations, if any, as the Certificate Registrar shall determine. Upon the issuance of any new Certificate under this Section 3.7, the Issuer, the
Indenture Trustee, the Certificate Registrar or the Owner Trustee may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of the Certificate and any
other reasonable expenses (including the reasonable fees and expenses of the Issuer, the Indenture Trustee, the Certificate Registrar and the Owner Trustee) connected therewith. Any duplicate Certificate issued pursuant to this
Section 3.7 shall constitute complete and indefeasible evidence of ownership in the Issuer, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time. 

  

					
		 	
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 (h) No transfer of the Certificates (or any interest therein) is permitted unless
(1) such transfer is of a Certificate with a Percentage Interest of more than 5% (or of an interest in a Certificate representing a Percentage Interest of more than 5%) and (2) the Seller, on behalf of the Issuer, consents in writing to the proposed
transfer, which consent shall be granted unless the Seller determines that such transfer would either create a risk that the Issuer would be classified for United States federal or any applicable state tax purposes as an association (or a publicly
traded partnership) taxable as a corporation (e.g., the transfer could cause the aggregate number of beneficial owners of Restricted Notes, the Certificates (or interests therein) and any instrument with respect to which there has not been rendered
an opinion that it will be treated as debt for United States federal income tax purposes, issued by an entity 50% or more of the value of which is or will be attributable to direct or indirect interests in the Issuer, to exceed 95). 

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

SECTION 3.8. Appointment of the Certificate Paying Agent. To the extent Definitive Certificates have been issued, the Certificate
Paying Agent shall make distributions to Certificateholders from the Certificate Distribution Account pursuant to Section 5.2 and shall report the amounts of such distributions to the Owner Trustee and the Servicer; provided,
however, that no such reports shall be required so long as the Seller or an affiliate of the Seller is the sole Certificateholder. Any Certificate Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution
Account for the purpose of making the distributions referred to above. The Issuer may revoke such power and remove the Certificate Paying Agent if the Issuer determines in its sole discretion that the Certificate Paying Agent shall have failed to
perform its obligations under this Agreement in any material respect. The Certificate Paying Agent shall initially be Wells Fargo Bank, National Association, and any co-paying agent chosen by the Certificate Paying Agent. Wells Fargo Bank, National
Association shall be permitted to resign as Certificate Paying Agent upon thirty (30) days’ written notice to the Owner Trustee. If Wells Fargo Bank, National Association shall no longer be the Certificate Paying Agent, the Issuer shall appoint
a successor to act as Certificate Paying Agent (which shall be a bank or trust company). The Issuer shall cause such successor Certificate Paying Agent or any additional Certificate Paying Agent appointed by the Issuer to execute and deliver an
instrument in which such successor Certificate Paying Agent or additional Certificate Paying Agent shall agree with the Issuer that as Certificate Paying Agent, such successor Certificate Paying Agent or additional Certificate Paying Agent shall
hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. If a successor Certificate Paying Agent does not
take office within 30 days after the retiring Certificate Paying Agent resigns or is removed, the retiring Certificate Paying Agent, the Administrator and the Seller, acting jointly, or the Majority Certificateholders may petition any court of
competent jurisdiction for the appointment of a successor Certificate Paying Agent (with all costs, fees and expenses, including attorneys’ fees and expenses, incurred by the Indenture Trustee, in its capacity as Certificate Paying Agent, in
connection with such petition to be paid by the Issuer). The Certificate Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Certificate 

  

					
		 	
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Paying Agent such Certificate Paying Agent shall also return all funds in its possession to the Owner Trustee. The rights, protections, indemnities and immunities of the Indenture Trustee under
the Indenture and the Sale and Servicing Agreement shall apply to Wells Fargo Bank, National Association in its roles as Certificate Paying Agent, Certificate Registrar and Relevant Trustee for so long as it shall act as Certificate Paying Agent,
Certificate Registrar and/or Relevant Trustee and, to the extent applicable, to any other paying agent, certificate registrar or authenticating agent appointed hereunder. Any reference in this Agreement to the Certificate Paying Agent shall include
any co-paying agent unless the context requires otherwise. 
 SECTION 3.9. Maintenance of Office or Agency. As long as any of the
Certificates remain outstanding, the Issuer shall maintain an office or agency where Certificates may be surrendered for registration of transfer or exchange, and where notices and demands to or upon the Issuer in respect of the Certificates and
this Agreement may be served. The Issuer hereby initially designates the Corporate Trust Office of the Certificate Registrar for the purposes of surrendering Certificates for registration or exchange of Certificates, and the Corporate Trust Office
of the Owner Trustee for all other purposes. The Issuer shall give prompt written notice to the Certificateholders, the Indenture Trustee and the Owner Trustee of the location, and of any change in the location, of any such office or agency. If at
any time the Issuer shall fail to maintain any such office or agency or shall fail to furnish the Indenture Trustee and the Owner Trustee with the address thereof, such surrenders, notices and demands may be made or served at the applicable
Corporate Trust Office of the Owner Trustee, and the Issuer hereby appoints the Owner Trustee as its agent to receive all such surrenders, notices and demands. 

SECTION 3.10. Relevant Trustee. Following the payment in full of principal of, and interest on, the Notes and receipt of written
notification from the Servicer, the Certificate Paying Agent shall assume the role of Relevant Trustee and shall perform the express obligations of the Relevant Trustee under the Sale and Servicing Agreement. All of the same rights, protections,
indemnities and immunities of Wells Fargo Bank, National Association hereunder (individually and as Certificate Paying Agent) shall be equally applicable to Wells Fargo Bank, National Association in its role as Relevant Trustee under the Transaction
Documents. 
 SECTION 3.11. Statement to Certificateholders. To the extent the Certificate Paying Agent has assumed the role of
Relevant Trustee pursuant to the terms of Section 3.10; 
 (a) The Certificate Paying Agent may make all reports or
notices required to be provided by the Relevant Trustee under Section 4.6 of the Sale and Servicing Agreement available via its internet website; provided, however, that the Certificate Paying Agent shall, if requested by the
Administrator, deliver any such reports or notices in writing or via email to the Administrator. Any information that is disseminated in accordance with the provisions of this Section 3.11 shall not be required to be disseminated in any
other form or manner. The Certificate Paying Agent will make no representations or warranties as to the accuracy or completeness of such documents and will assume no responsibility therefor. 

(b) The Certificate Paying Agent’s internet website shall be initially located at www.ctslink.com or at such other address
as shall be specified by the Certificate Paying 

  

					
		 	
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Agent from time to time in writing to the Certificateholders, the Servicer, the Issuer or any Paying Agent. In connection with providing access to the Certificate Paying Agent’s
internet website, the Certificate Paying Agent may require registration and the acceptance of a disclaimer. The Certificate Paying Agent shall not be liable for the dissemination of information in accordance with this Agreement. The
Certificate Paying Agent shall notify Certificateholders in writing of any changes in the address or means of access to the eRoom where the reports are accessible. 

(c) Upon receipt by the Certificate Paying Agent from the Seller of any reports or general loan data, the Certificate Paying
Agent will make such reports or data available to the Certificateholders via its internet website as specified pursuant to clause (b) above; provided, that the Certificate Paying Agent shall not be required to forward any such reports to
any Certificateholder who is the Seller or an Affiliate of the Seller. The Certificate Paying Agent shall have no duty or obligations to review, verify or confirm the reports or any information contained therein, and shall have no liability in
connection therewith. 
 ARTICLE IV 

ACTIONS BY OWNER TRUSTEE 

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

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

(d) the appointment pursuant to the Indenture of a successor Indenture Trustee or the consent to the assignment by the Note
Registrar or the Indenture Trustee of its obligations under the Indenture or this Agreement, as applicable. 

  

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

SECTION 4.3. Action by Certificateholders with Respect to Bankruptcy. 

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

(b) The parties hereto stipulate and agree that no Certificateholder has the power to commence any Bankruptcy Action on the
part of the Issuer. 
 SECTION 4.4. Restrictions on Certificateholders’ Power. The
Certificateholders shall not direct the Owner Trustee to take or refrain from taking any action if such action or inaction would be contrary to any obligation of the Issuer or the Owner Trustee under this Agreement or any of the Transaction
Documents or would be contrary to Section 2.3, nor shall the Owner Trustee be obligated to follow any such direction, if given. 

SECTION 4.5. Acts of Certificateholders; Majority Control. 

(a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement to be
given or taken by Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Certificateholders in person or by agents duly appointed in writing; and


  

					
		 	
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except as herein otherwise expressly provided such action shall become effective when such instrument or instruments are delivered to the Owner Trustee, and, where it is hereby expressly
required, to the Issuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Certificateholders signing such instrument or instruments. Proof of
execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Agreement and (subject to Article VI) conclusive in favor of the Owner Trustee and the Issuer, if made in the manner
provided in this Section 4.5. 
 (b) The fact and date of the execution by any person of any such instrument or
writing may be proved in any manner that the Owner Trustee deems sufficient. 
 (c) The ownership of Certificates shall be
proved by the Certificate Register. 
 (d) Any request, demand, authorization, direction, notice, consent, waiver or other
action by any Certificateholder shall bind the Holder of every Certificate issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Owner Trustee or the
Issuer in reliance thereon, whether or not notation of such action is made upon such Certificate. 
 (e) Except as otherwise
provided herein, to the extent that there is more than one Certificateholder, any action which may be taken or consent or instructions which may be given by the Certificateholders under this Agreement may be taken by the Majority Certificateholders
at the time of such action. With respect to Section 9.24(a) of the Sale and Servicing Agreement, the Owner Trustee may act pursuant to instruction as contemplated therein.

ARTICLE V 
 APPLICATION
OF TRUST FUNDS; CERTAIN DUTIES 
 SECTION 5.1. Application of Trust Funds. Deposits into the Certificate Distribution
Account shall be made in accordance with the provisions of the Indenture, the Sale and Servicing Agreement and this Agreement. On each Payment Date, to the extent Definitive Certificates have been issued, the Certificate Paying Agent shall
withdraw from the Certificate Distribution Account and distribute to the Certificateholders, pro rata based on the Percentage Interest of each Certificateholder, all funds received in accordance with the provisions of the Indenture and this
Agreement. Subject to the lien of the Indenture and Section 5.5 of this Agreement, the Certificate Paying Agent shall promptly distribute to the Certificateholders all other amounts (if any) received by the Certificate
Paying Agent on behalf of the Issuer in respect of the Trust Estate (pro rata based on the Percentage Interest of each such Certificateholder). After the termination of the Indenture in accordance with its terms, the Certificate Paying Agent,
in accordance with the written direction of the Administrator pursuant to Section 9.1(a), shall distribute all amounts received (if any) by the Issuer, the Certificate Paying Agent and the Owner Trustee in respect of the Trust Estate to
or at the direction of the Certificateholders subject to Section 3808(e) of the Statutory Trust Statute. 

  

					
		 	
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 SECTION 5.2. Method of Payment. Subject to the Indenture and the Sale and
Servicing Agreement, distributions required to be made to the Certificateholders on any Payment Date and all amounts received by the Issuer, the Indenture Trustee or the Owner Trustee on any other date that are payable to the Certificateholders
pursuant to this Agreement or any other Transaction Document shall be made to the Certificateholders by wire transfer, in immediately available funds, to the account of each Certificateholder designated by the Certificateholder to the Owner Trustee
and Indenture Trustee in writing. 
 SECTION 5.3. Reports by Owner Trustee to Certificateholders.

(a) The Administrator shall prepare, or, at the request and expense of the Administrator, the Owner Trustee shall prepare (or
cause to be prepared) and the Administrator shall sign on behalf of the Issuer, the Issuer’s tax returns, if any, unless applicable law requires a Certificateholder or the Owner Trustee to sign such documents. 

(b) The Administrator shall prepare and deliver, or, at the request of the Administrator, the Certificate Paying Agent shall
deliver (or cause to be delivered) to each Certificateholder, as may be required by the Code and applicable Treasury Regulations, such information as may be required (including Schedule K-1, if applicable) to enable each Certificateholder to prepare
its United States federal and state income tax returns. 
 (c) As long as the Issuer is treated as a partnership for United
States federal income tax purposes and the Seller or a U.S. Affiliate is a beneficial owner of a Certificate, to the extent allowed by the Code, the Seller or such U.S. Affiliate shall be designated the “tax matters partner” of the Trust
pursuant to Section 6231(a)(7) of the Code and applicable Treasury Regulations. If neither the Seller nor an Affiliate of the Seller is a beneficial owner of a Certificate, then the Certificateholder with the largest Percentage Interest shall be
designated the “tax matters partner” of the Issuer pursuant to Section 6231(a)(7) of the Code and applicable Treasury Regulations. 

(d) In the event that the Issuer is classified as a partnership for United States federal income tax purposes, as of a taxable
year beginning after December 31, 2017, or if later, the date that the Amended Partnership Audit Rules apply to the Issuer, the Depositor (or a U.S. affiliate of the Depositor if the Depositor is ineligible) is hereby designated as the partnership
representative under Section 6223(a) of the Amended Partnership Audit Rules to the extent allowed under the law. The Issuer shall (or the Depositor shall cause the Issuer to, or the Depositor shall instruct the Administrator on behalf of the Issuer
to), to the extent eligible, make the election under Section 6221(b) of the Amended Partnership Audit Rules with respect to determinations of adjustments at the partnership level and take any other action such as disclosures and notifications
necessary to effectuate such election. If the election described in the preceding sentence is not available, to the extent applicable, the Issuer shall (or the Depositor shall cause the Issuer to, or the Depositor shall instruct the Administrator on
behalf of the Issuer to) make the election under Section 6226(a) of the Amended Partnership Audit Rules with respect to the alternative to payment of imputed underpayment by partnership and take 

  

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

SECTION 5.4. Certificate Distribution Account. The Certificate Distribution Account shall be established as a
non-interest bearing trust account pursuant to Section 4.1 of the Sale and Servicing Agreement. Funds on deposit in the Certificate Distribution Account shall be held uninvested. The Certificateholders shall possess all beneficial
right, title and interest in and to all funds on deposit from time to time in the Certificate Distribution Account and all proceeds thereof. Except as otherwise provided herein, in the Indenture or in the Sale and Servicing Agreement, the
Certificate Distribution Account shall be under the sole dominion and control of the Certificate Paying Agent for the benefit of the Certificateholders. If, at any time, the Certificate Distribution Account ceases to be an Eligible Account, the
Servicer on behalf of the Issuer, shall, within ten (10) Business Days (or such longer period) after becoming aware of the fact, establish a new Certificate Distribution Account as an Eligible Account and shall direct the Certificate Paying Agent to
transfer any cash then on deposit in the Certificate Distribution Account to such new Certificate Distribution Account. 
 SECTION
5.5. Withholding.
 (a) If any withholding tax is imposed on the Issuer’s payment, distribution or
allocation of income to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section 5.5; provided that the Owner Trustee, the Indenture Trustee or the Certificate
Paying Agent shall not have an obligation to withhold any such amount if and for so long as the Seller or a U.S. Affiliate of the Seller is the sole Certificateholder. The Owner Trustee, the Indenture Trustee or the Certificate Paying Agent is
hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally owed by the Issuer (but such authorization shall not prevent the Owner Trustee, the
Indenture Trustee or the Certificate Paying Agent from contesting any such tax in appropriate proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any


  

					
		 	
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withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Issuer and remitted to the appropriate
taxing authority. If there is a possibility that withholding tax is payable with respect to a payment, distribution or allocation of income, the Owner Trustee, the Indenture Trustee or the Certificate Paying Agent may in its sole discretion
withhold such amounts in accordance with this Section 5.5. 
 (b) With respect to any and all payments to a
Certificateholder, (i) the Certificateholder will provide to the applicable withholding agent (including the Owner Trustee, the Indenture Trustee or the Certificate Paying Agent), any documentation or certification required or reasonably appropriate
for the such withholding agent to satisfy its obligations with respect to FATCA, if any, and to determine whether any withholding tax may be required to be withheld pursuant to FATCA; and (ii) the Certificateholder acknowledges and agrees that the
applicable withholding agent (including, if applicable, the Owner Trustee, the Indenture Trustee or the Certificate Paying Agent) shall have the right to deduct and withhold any required U.S. withholding tax, including any withholding tax pursuant
to FATCA, on any amounts payable with respect to the Certificates (without any corresponding gross-up or other indemnification) if any such Certificateholder or beneficial owner either is subject to withholding under FATCA, fails to comply with the
documentation requirements in clause (i), or otherwise fails to establish a complete exemption from such withholding tax to the reasonable satisfaction of the applicable withholding agent (including, if applicable, the Owner Trustee, the
Indenture Trustee or the Paying Agent). 
 SECTION 5.6. Preservation of Information; Communications to Certificateholders.

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

(c) The Certificate Registrar shall promptly give notice to each Certificateholder of any change in the Indenture
Trustee’s website pursuant to which the statement pursuant to Section 4.6 of the Sale and Servicing Agreement is made available of which it has been provided notice pursuant to Section 4.6 of the Sale and Servicing Agreement. 

  

					
		 	
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 SECTION 5.7. Rule 144A Information. At any time when the Issuer is not subject
to Section 13 or 15(d) of the Exchange Act and is not exempt from reporting pursuant to Rule 12g3-2(b) under the Exchange Act, upon the request of a Certificateholder, the Seller shall promptly furnish or cause to be furnished Rule 144A Information
to such Certificateholder, to a prospective purchaser of such Certificate designated by such Certificateholder or to the Certificate Registrar for delivery to such Certificateholder or a prospective purchaser designated by such Certificateholder in
order to permit compliance by such Certificateholder with Rule 144A in connection with the resale of such Certificate by such Certificateholder. 

ARTICLE VI 
 AUTHORITY
AND DUTIES OF OWNER TRUSTEE 
 SECTION 6.1. General Authority. The Owner Trustee is authorized and directed to execute
and deliver (i) the Transaction Documents to which the Issuer is named as a party and (ii) each certificate or other document attached as an exhibit to or contemplated by the Transaction Documents to which the Issuer or the Owner Trustee is named as
a party and any amendment thereto, in each case, in such form as the Seller shall approve, as evidenced conclusively by the Owner Trustee’s execution thereof, and at the written direction of the Seller, to execute on behalf of the Issuer and to
direct the Indenture Trustee to authenticate and deliver Class A-1 Notes in the aggregate principal amount of $247,000,000, Class A-2 Notes in the aggregate principal amount of $374,000,000, Class A-3 Notes in the aggregate principal amount of
$160,290,000, Class B Notes in the aggregate principal amount of $183,010,000, Class C Notes in the aggregate principal amount of $197,200,000, Class D Notes in the aggregate principal amount of $108,310,000 and Class E Notes in the aggregate
principal amount of $74,700,000. In addition to the foregoing, the Owner Trustee is authorized, but shall not be obligated, to take all actions required of the Issuer pursuant to the Transaction Documents. The Owner Trustee is further authorized
from time to time to take such action as the Seller, the Administrator or the Majority Certificateholders direct in writing with respect to the Transaction Documents, except to the extent that this Agreement expressly requires the consent of each
Certificateholder for such action. 
 SECTION 6.2. General Duties. It shall be the duty of the Owner Trustee to discharge
(or cause to be discharged) all of its express responsibilities pursuant to the terms of this Agreement and the other Transaction Documents in the interest of the Certificateholders, subject to the Transaction Documents, and in accordance with the
provisions of this Agreement. Notwithstanding the foregoing, the Owner Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under the Transaction Documents to the extent the Administrator has agreed in the
Administration Agreement to perform any act or to discharge any duty of the Issuer or the Owner Trustee hereunder or under any Transaction Document, and 

  

					
		 	
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the Owner Trustee shall not be liable for the default or failure of the Administrator to carry out its obligations under the Administration Agreement and shall have no duty to monitor the
performance of the Administrator or any other Person under the Administration Agreement or any other document. The Owner Trustee shall have no obligation to administer, service or collect the Receivables or to maintain, monitor or otherwise
supervise the administration, servicing or collection of the Receivables. 
 SECTION 6.3. Action upon Instruction.

(a) Subject to Article IV, and in accordance with the Transaction Documents, the Certificateholders may, by written
instruction, direct the Owner Trustee or the Administrator in the management of the Issuer. Such direction may be exercised at any time by written instruction of the Certificateholders pursuant to Article IV. Further, with respect to
provisions hereunder that provide for instruction by the Certificateholders, for so long as all outstanding Certificates are Book-Entry Certificates, if the Owner Trustee shall have notified the Certificateholders in writing of a proposed action and
within 15 Business Days of such notice none of the Certificateholders shall have notified the Owner Trustee in writing that such Certificateholder has withheld consent or provided alternative instruction, the Owner Trustee, in the place of
Certificateholder instruction hereunder, may accept and rely on written instruction of the Administrator. If subsequently the Owner Trustee receives alternative written instruction from the Certificateholders, such instruction shall control. 

(b) Subject to Section 7.1, the Owner Trustee shall not be required to take any action hereunder or under any
Transaction Document if the Owner Trustee shall have reasonably determined or been advised by counsel that such action is likely to result in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any Transaction
Document or is otherwise contrary to law. 
 (c) Whenever the Owner Trustee is unable to decide between alternative courses
of action permitted or required by the terms of this Agreement or any Transaction Document or is unsure as to the application of any provision of this Agreement or any Transaction Document or any such provision is ambiguous as to its application, or
is, or appears to be, in conflict with any other applicable provision, or in the event that this Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to
take with respect to a particular set of facts, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders requesting instruction as to the course of action to be adopted or
application of such provision, and to the extent the Owner Trustee acts or refrains from acting in good faith in accordance with any written instruction of the Majority Certificateholders (or, if specifically required hereunder, all
Certificateholders) received, the Owner Trustee shall not be liable on account of such action or inaction to any Person. If the Owner Trustee shall not have received appropriate instruction within ten days of such notice (or within such shorter
period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such 

  

					
		 	
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action, not inconsistent with this Agreement or the Transaction Documents, as it shall deem to be in the best interests of the Certificateholders, and shall have no liability to any Person for
such action or inaction. 
 SECTION 6.4. No Duties Except as Specified in this Agreement or in Instructions. The Owner Trustee
shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Trust Estate, or to otherwise take or refrain from taking any action under, or in connection with, any
document contemplated hereby to which the Issuer or the Owner Trustee is a party, except as expressly provided by the terms of this Agreement or in any document or written instruction received by the Owner Trustee pursuant to Section 6.3; and
no implied duties (including fiduciary duties existing at law or in equity) or obligations shall be read into this Agreement or any Transaction Document against the Owner Trustee. The Owner Trustee shall have no responsibility for filing any
financing or continuation statement in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien granted to it hereunder or to prepare or file any Commission filing (including any filings
required under the Sarbanes-Oxley Act) for the Issuer or to record this Agreement or any Transaction Document. Wilmington Trust nevertheless agrees that it will, at its own cost and expense, promptly take all action as may be necessary to discharge
any Liens on any part of the Trust Estate that result from actions by, or claims against, Wilmington Trust that are not related to the ownership or the administration of the Trust Estate or the Trust. 

SECTION 6.5. No Action Except under Specified Documents or Instructions. The Owner Trustee shall not manage, control, use,
sell, dispose of or otherwise deal with any part of the Trust Estate except (i) in accordance with the powers granted to and the authority conferred upon the Owner Trustee pursuant to this Agreement, (ii) in accordance with the Transaction Documents
and (iii) in accordance with any document or instruction delivered to the Owner Trustee pursuant to Section 6.3. 
 SECTION
6.6. Restrictions. The Owner Trustee shall not take any action (a) that is inconsistent with the purposes of the Issuer set forth in Section 2.3 or (b) that, to the actual knowledge of a Responsible Officer of the Owner Trustee,
would (i) affect the treatment of the Notes as indebtedness for United States federal income, state and local income, franchise and value added tax purposes, (ii) be deemed to cause a taxable exchange of the Notes for United States federal income or
state income or franchise tax purposes or (iii) cause the Issuer or any portion thereof to be treated as an association or publicly traded partnership taxable as a corporation for United States federal income, state and local income or franchise and
value added tax purposes. The Certificateholders shall not direct the Owner Trustee to take action that would violate the provisions of this Section 6.6. 

ARTICLE VII 
 CONCERNING
OWNER TRUSTEE 
 SECTION 7.1. Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and
agrees to perform its duties hereunder with respect to such trusts but only 

  

					
		 	
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upon the terms of this Agreement. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Trust Estate upon the terms of the Transaction
Documents and this Agreement. The Owner Trustee shall not be personally liable or accountable hereunder or under any Transaction Document under any circumstances notwithstanding anything herein or in the Transaction Documents to the contrary,
except (i) for its own willful misconduct, bad faith or gross negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.4 expressly made by Wilmington Trust in its individual capacity, (iii) for
liabilities arising from the failure of Wilmington Trust to perform obligations expressly undertaken by it in the last sentence of Section 6.4 or (iv) for taxes, fees or other charges on, based on or measured by, any fees, commissions or
compensation received by the Owner Trustee. In particular, but not by way of limitation (and subject to the exemptions set forth in the preceding sentence): 

(a) The Owner Trustee shall not be liable for any error of judgment made in good faith by any officer or employee of the Owner
Trustee. 
 (b) Under no circumstances shall the Owner Trustee be personally liable hereunder for any indebtedness of the
Issuer. 
 (c) The Owner Trustee shall not be personally liable for the payment of any tax imposed on the Issuer or amounts
that are includable in the federal gross income of the Certificateholders. 
 (d) No provision of this Agreement shall
require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of the Owner Trustee’s duties or powers hereunder, if the Owner Trustee believes or is advised by its legal counsel that
repayment of such funds or adequate indemnity against such risk or liability is not assured or provided to its reasonable satisfaction. 

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

(f) The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by the Certificate Registrar
or the Certificate Paying Agent (when not the Owner Trustee) or by the Administrator, the Indenture Trustee or the Servicer and the Owner Trustee shall not be liable for performing or supervising the performance of any obligations or duties under
this Agreement, the Administration Agreement, the Sale and Servicing Agreement or the Indenture, or under any other document contemplated hereby or thereby, which are to be performed by the Certificate Registrar, the Certificate Paying Agent, the
Administrator, the Indenture Trustee, the Servicer or any other Person under such documents. 
 (g) The Owner Trustee shall
not be responsible for or in respect of the recitals herein, the validity or sufficiency of this Agreement, or for the due execution hereof by 

  

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

(i) The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the
instructions of the Certificateholders, the Servicer or the Administrator. 
 (j) The Owner Trustee shall be under no duty to
exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Transaction Document, at the request, order or written
direction of the Certificateholders, unless such Certificateholders have offered to provide to the Owner Trustee, to the extent requested by the Owner Trustee, security or indemnity satisfactory to it against the costs, expenses and liabilities that
may be incurred by the Owner Trustee therein or thereby. The Owner Trustee shall not be liable for the performance of any discretionary act enumerated in this Agreement or in any Transaction Document other than for its gross negligence, bad
faith or willful misconduct in the performance of any such act. 
 (k) All funds deposited with the Owner Trustee hereunder
may be held in a non-interest bearing account and the Owner Trustee shall not be liable for any interest thereon or for any loss as a result of the investment thereof at the direction of the
Certificateholders. 
 (l) In no event shall the Owner Trustee be liable for any damages in the nature of punitive, special,
indirect or consequential damages however styled, including, without limitation, lost profits, or for losses due to forces beyond the control of the Owner Trustee, including, without limitation, strikes, work stoppages, acts of war or terrorism,
insurrection, revolution, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services provided to the Owner Trustee. 

(m) The Owner Trustee shall not be deemed to have actual knowledge of any fact or event unless a Responsible Officer of the
Owner Trustee has received written notice of such fact or event. 

  

					
		 	
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 SECTION 7.2. Furnishing of Documents. The Owner Trustee shall furnish to the
Certificateholders promptly upon receipt of a written request therefor, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Owner Trustee under the
Transaction Documents. 
 SECTION 7.3. Notice of Events of Default and Servicer Replacement Event. The Owner Trustee shall promptly
upon receipt of a list of Certificateholders from the Certificate Registrar give notice to each Certificateholder of any (a) Default or Event of Default of which it has been provided notice pursuant to Section 6.5 of the Indenture and (b)
Servicer Replacement Event of which it has been provided notice pursuant to Section 7.1 of the Sale and Servicing Agreement. 

SECTION 7.4. Representations and Warranties. Wilmington Trust hereby represents and warrants to the Seller for the benefit of the
Certificateholders, that: 
 (a) It is a national banking association duly formed and validly existing under the laws of the
United States of America and having an office within the State of Delaware. It has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement. 

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

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

SECTION 7.5. Reliance; Advice of Counsel.

(a) The Owner Trustee shall incur no personal liability to anyone in acting upon any signature, instrument, notice, resolution,
request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and 

  

					
		 	
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believed by it to be signed by the proper party or parties. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any corporate
party as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the method of the determination of which is not specifically prescribed herein, the
Owner Trustee may for all purposes hereof rely on a certificate, signed by the president or any vice president or by the treasurer, secretary or other Authorized Officers of the relevant party, as to such fact or matter, and such certificate shall
constitute full protection to the Owner Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon. 

(b) In the exercise or administration of the trusts hereunder and in the performance of its duties and obligations under this
Agreement or the Transaction Documents, the Owner Trustee (i) may act directly or through its agents or attorneys pursuant to agreements entered into with any of them, but the Owner Trustee shall not be personally liable for the conduct or
misconduct of such agents, custodians, nominees (including persons acting under a power of attorney) or attorneys selected in good faith and (ii) may consult with counsel, accountants and other skilled persons knowledgeable in the relevant area to
be selected in good faith and employed by it at the expense of the Issuer. The Owner Trustee shall not be personally liable for anything done, suffered or omitted in good faith by it in accordance with the written opinion or advice of any such
counsel, accountants or other such persons. 
 SECTION 7.6. Not Acting in Individual Capacity. Except as provided in this
Article VII, in accepting the trusts hereby created, Wilmington Trust acts solely as the Owner Trustee hereunder and not in its individual capacity and all Persons having any claim against the Owner Trustee by reason of the transactions
contemplated by this Agreement or any Transaction Document shall look only to the Trust Estate for payment or satisfaction thereof. 

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

SECTION 7.8. Compliance with Patriot Act. In order to comply with laws, rules, regulations and executive orders in effect
from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (“Applicable Law”), each of the Owner Trustee and the Certificate Paying Agent is required to
obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Owner Trustee or Certificate Paying Agent, as applicable. Accordingly, the Seller shall cause to be provided to
the Owner Trustee upon its reasonable request from time to time such identifying information and documentation as may be available to the Seller in order to enable the Owner Trustee and the Certificate Paying Agent to comply with Applicable Law.


  

					
		 	
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 ARTICLE VIII 

COMPENSATION OF OWNER TRUSTEE 

SECTION 8.1. The Owner Trustee’s Compensation. The Issuer shall cause the Servicer to pay to Wilmington Trust
pursuant to Section 3.11 of the Sale and Servicing Agreement from time to time compensation for all services rendered by Wilmington Trust under this Agreement pursuant to a fee letter between the Servicer and the Owner Trustee (which
compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust). The Servicer, pursuant to Section 3.11 of the Sale and Servicing Agreement and the fee letter between the Servicer and
the Owner Trustee, shall reimburse Wilmington Trust upon its request for all reasonable expenses, disbursements and advances incurred or made by Wilmington Trust in accordance with any provision of this Agreement (including the reasonable
compensation, expenses and disbursements of such agents, experts and counsel as Wilmington Trust may employ in connection with the exercise and performance of its rights and its duties hereunder including but not limited to expenses related to
Sections 4.3 and 5.3 hereof), except any such expense may be attributable to its willful misconduct, gross negligence (other than an error in judgment) or bad faith. To the extent not paid by the Servicer, such
fees and reasonable expenses shall be paid by the Issuer in accordance with Section 4.4 of the Sale and Servicing Agreement or Section 5.4(b) of the Indenture, as applicable. 

SECTION 8.2. Indemnification. The Seller shall cause the Servicer to indemnify Wilmington Trust in its individual capacity and as
trustee (including without limitation as Owner Trustee) and its successors, assigns, directors, officers, employees and agents (the “Indemnified Parties”) from and against, any and all loss, liability, expense, tax, penalty
or claim (including reasonable legal fees and expenses) of any kind and nature whatsoever which may at any time be imposed on, incurred by, or asserted against Wilmington Trust in its individual capacity and as trustee or any Indemnified Party in
any way relating to or arising out of this Agreement, the Transaction Documents, the Trust Estate, the administration of the Trust Estate or the action or inaction of Wilmington Trust hereunder; provided, however, that neither the
Seller nor the Servicer shall be liable for or required to indemnify Wilmington Trust from and against any of the foregoing expenses or indemnities arising or resulting from (i) Wilmington Trust’s own willful misconduct, bad faith or gross
negligence, (ii) the inaccuracy of any representation or warranty contained in Section 7.4 expressly made by Wilmington Trust in its individual capacity, (iii) liabilities arising from the failure of Wilmington Trust to perform obligations
expressly undertaken by it in the last sentence of Section 6.4 or (iv) taxes, fees or other charges on, based on or measured by, any fees, commissions or compensation received by the Owner Trustee. To the extent not paid by the Servicer, such
indemnification shall be paid by the Issuer in accordance with, and solely to the extent set forth in, Section 4.4 of the Sale and Servicing Agreement or Section 5.4(b) of the Indenture, as applicable. The provisions of this
Section 8.2 shall survive the termination of this Agreement and the resignation or removal of the Owner Trustee. 
 SECTION
8.3. Payments to the Owner Trustee. Any amounts paid to the Owner Trustee pursuant to this Article VIII and the Sale and Servicing Agreement or the Indenture shall be deemed not to be a part of the Trust Estate immediately
after such payment. 

  

					
		 	
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 ARTICLE IX 

TERMINATION OF TRUST AGREEMENT 

SECTION 9.1. Dissolution of Issuer. The Issuer shall wind up and dissolve upon the latest of (1) satisfaction and discharge of the
Indenture, (2) the Optional Purchase of the Trust Estate pursuant to the Sale and Servicing Agreement or (3) the final distribution from the Collection Account established pursuant to Section 4.1(a)(i) of the Sale and Servicing Agreement. The
bankruptcy, liquidation, dissolution, death or incapacity of a Certificateholder shall not (x) operate to terminate this Agreement or the Issuer, nor (y) entitle such Certificateholder’s legal representatives or heirs to claim an accounting or
to take any action or proceeding in any court for a partition or winding up of all or any part of the Issuer or Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. 

(a) Upon receipt of written notice from the Servicer of any dissolution and termination of the Issuer, specifying the Payment
Date upon which Certificateholders shall surrender their Certificates to the Certificate Registrar for payment of the final distribution and cancellation, and if the Certificate Registrar is notified of a redemption of the Notes by the Administrator
or the Issuer pursuant to Section 10.1(c) of the Indenture, the Certificate Registrar shall mail such notice to the Certificateholders within five (5) Business Days of the Certificate Registrar’s receipt of such notice from the Servicer,
Issuer or Administrator. Each such notice to a Certificateholder shall state (i) the Payment Date upon or with respect to which final payment of the Certificates shall be made upon presentation and surrender of the Certificates at the office of the
Certificate Registrar therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable and that payments are being made only upon presentation and surrender of
the Certificates at the office of the Certificate Registrar therein specified. The Certificate Registrar shall give such notice to the Owner Trustee (if other than the Certificate Registrar) and the Certificate Paying Agent (if other than the
Certificate Registrar) at the time such notice is given to Certificateholders. Upon presentation and surrender of each Certificate, the Certificate Registrar or the Certificate Paying Agent, at the written direction of the Administrator, shall cause
to be distributed to such Certificateholders, subject to Section 3808 of the Statutory Trust Statute, amounts distributable on such Payment Date pursuant to Article V hereof. 

(b) In the event that any of the Certificateholders shall not surrender their Certificates for cancellation within six (6)
months after the date specified in the above mentioned written notice, the Certificate Registrar shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final
distribution with respect thereto. If within one (1) year after the second notice any of the Certificates shall not have been surrendered for cancellation, the Certificate Registrar may take appropriate steps, or may appoint an agent to take
appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Subject to applicable escheat
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remaining in the Trust Estate after exhaustion of such remedies shall be distributed by the Certificate Paying Agent to the last Certificateholder of record identified in the Certificate Register
for each such remaining Certificate. 
 SECTION 9.2. Termination of Trust Agreement. Upon dissolution of the Issuer, the
Administrator shall wind up the business and affairs of the Issuer as required by Section 3808 of the Statutory Trust Statute. Upon the satisfaction and discharge of the Indenture, and receipt of a certificate from the Indenture Trustee stating
that all Noteholders have been paid in full and that the Indenture Trustee is aware of no claims remaining against the Issuer in respect of the Indenture and the Notes, the Administrator, in the absence of actual knowledge of any other claim against
the Issuer, shall be deemed to have made reasonable provision to pay all claims and obligations (including conditional, contingent or unmatured obligations) for purposes of Section 3808(e) of the Statutory Trust Statute. The Certificate Paying
Agent, upon surrender of the outstanding Certificates shall distribute the remaining Trust Estate (if any) in accordance with Article V hereof and, at the written direction and expense of the Administrator, the Owner Trustee shall cause the
Certificate of Trust to be cancelled by filing a certificate of cancellation with the Delaware Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Statute, at which time the Issuer shall terminate and this
Agreement (other than Article VIII) shall be of no further force or effect. 
 SECTION 9.3. Limitations on
Termination. Except as provided in Section 9.1, neither the Seller nor the Certificateholders shall be entitled to revoke or terminate the Issuer. 

ARTICLE X 
 SUCCESSOR
OWNER TRUSTEES AND ADDITIONAL 
 OWNER TRUSTEES 

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

SECTION 10.2. Resignation or Removal of the Owner Trustee. The Owner Trustee may at any time resign and be discharged from
the trusts hereby created by giving written notice thereof to the Seller, the Administrator, the Servicer, the Indenture Trustee and the Certificateholders. Upon receiving such notice of resignation, the Seller and the Administrator, acting
jointly, shall promptly appoint a successor Owner Trustee which satisfies the eligibility 

  

					
		 	
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requirements set forth in Section 10.1 by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor
Owner Trustee. If no successor Owner Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee may petition any court of competent jurisdiction
for the appointment of a successor Owner Trustee; provided, however, that such right to appoint or to petition for the appointment of any such successor shall in no event relieve the resigning Owner Trustee from any obligations
otherwise imposed on it under the Transaction Documents until such successor has in fact assumed such appointment. 
 If at any time the
Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 and shall fail to resign after written request therefor by the Seller or the Administrator, or if at any time the Owner Trustee shall be legally unable
to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation, then the Seller or the Administrator may remove the Owner Trustee. If the Seller or the Administrator shall remove the Owner Trustee under the authority of the immediately preceding sentence, the
Seller and the Administrator, acting jointly, shall promptly appoint a successor Owner Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the
successor Owner Trustee and shall pay all fees owed to the outgoing Owner Trustee. 
 Any resignation or removal of the Owner Trustee and
appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 10.2 shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.3 and payment of all fees
and expenses owed to the outgoing Owner Trustee. The Seller shall provide (or shall cause to be provided) notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies. 

SECTION 10.3. Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.2 shall execute,
acknowledge and deliver to the Seller, the Administrator and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become
effective and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named
as the Owner Trustee. The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Seller and the predecessor
Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. 

  

					
		 	
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 No successor Owner Trustee shall accept appointment as provided in this Section 10.3
unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.1. 

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

SECTION 10.4. Merger or Consolidation of the Owner Trustee. Any Person into which the Owner Trustee may be merged or
converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Owner Trustee shall be a party, or any Person succeeding to all or substantially all of the corporate trust business of
the Owner Trustee, shall, without the execution or filing of any instrument or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding, be the successor of the Owner Trustee hereunder;
provided that such Person shall be eligible pursuant to Section 10.1; and provided further that the Owner Trustee shall file an amendment to the Certificate of Trust of the Issuer, if required by applicable law, and mail
notice of such merger or consolidation to the Seller and the Administrator. 
 SECTION 10.5. Appointment of Co-Trustee or Separate
Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Estate may at the time be located, the Seller and the Owner
Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or separate trustee or separate trustees, of
all or any part of the Trust Estate, and to vest in such Person, in such capacity, such title to the Trust Estate, or any part thereof, and, subject to the other provisions of this Section 10.5, such powers, duties, obligations, rights and
trusts as the Seller and the Owner Trustee may consider necessary or desirable. If the Seller shall not have joined in such appointment within 15 days after the receipt by it of a request to do so, the Owner Trustee alone shall have the power
to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor trustee pursuant to Section 10.1 and no notice of the appointment of any co-trustee or
separate trustee shall be required pursuant to Section 10.3. 
 Each separate trustee and co-trustee shall, to the extent permitted
by law, be appointed and act subject to the following provisions and conditions: 
 (i) all rights, powers, duties and
obligations conferred or imposed upon the Owner Trustee shall be conferred upon and exercised or performed by the Owner Trustee and such separate trustee or co-trustee jointly (it being understood 

  

					
		 	
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that such separate trustee or co-trustee is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that under any law of any jurisdiction in which
any particular act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any
portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Owner Trustee; 

(ii) no trustee under this Agreement shall be personally liable by reason of any act or omission of any other trustee
under this Agreement; and 
 (iii) the Seller and the Owner Trustee acting jointly may at any time accept the
resignation of or remove any separate trustee or co-trustee. 
 Any notice, request or other writing given to the Owner Trustee shall be
deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this
Article. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Owner Trustee or separately, as may be
provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Owner Trustee. Each such
instrument shall be filed with the Owner Trustee and copies thereof given to the Seller and the Administrator. 
 Any separate trustee or
co-trustee may at any time appoint the Owner Trustee, 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 Agreement on its behalf and in its name. If any
separate trustee or co-trustee shall become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Owner Trustee, to the extent permitted by law, without the
appointment of a new or successor trustee. The Owner Trustee shall have no obligation to determine whether a co-trustee or separate trustee is legally required in any jurisdiction in which any part of the Trust Estate may be located. 

ARTICLE XI 

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

(i) the Seller delivers an Opinion of Counsel to the Indenture Trustee to the effect that such amendment will not
materially and adversely affect the interests of the Noteholders; or 
 (ii) the Rating Agency Condition is satisfied
with respect to such amendment and the Seller notifies the Indenture Trustee in writing that the Rating Agency Condition is satisfied with respect to such amendment. 

  

					
		 	
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 (b) This Agreement may also be amended from time to time by the Seller and the
Owner Trustee, with the consent of the Holders of Notes evidencing not less than a majority of the aggregate principal amount of the Controlling Class, for the purpose of adding any provisions to or changing in any manner or eliminating any of the
provisions of this Agreement or of modifying in any manner the rights of the Noteholders. It will not be necessary to obtain the consent of the Noteholders to approve the particular form of any proposed amendment or consent, but it will be
sufficient if such consent approves the substance thereof. The manner of obtaining such consents (and any other consents of Noteholders provided for in this Agreement) and of evidencing the authorization of the execution thereof by Noteholders
will be subject to such reasonable requirements as the Indenture Trustee may prescribe, including the establishment of record dates pursuant to the Depository Agreement. 

(c) Any term or provision of this Agreement may also be amended from time to time by the Seller and the Owner Trustee for the
purpose of conforming the terms of this Agreement to the description thereof in the Prospectus or, to the extent not contrary to the Prospectus, to the description thereof in an offering memorandum with respect to the Non-Investment Grade Notes or
the Certificates without the consent of the Indenture Trustee, any Noteholder, the Issuer or any other Person, provided, however, that the Seller shall provide written notification of such amendment to the Indenture Trustee and
promptly after execution of any such amendment, the Seller shall furnish a copy of such amendment to the Indenture Trustee. 

(d) Prior to the execution of any amendment pursuant to this Section 11.1, the Seller shall provide written notification
of the substance of such amendment to each Rating Agency and the Owner Trustee; and promptly after the execution of any such amendment or consent, the Seller shall furnish a copy of such amendment or consent to each Rating Agency, the Owner Trustee
and the Indenture Trustee; provided, that no amendment pursuant to this Section 11.1 shall be effective which affects the rights, protections or duties of the Indenture Trustee, the Certificate Paying Agent or the Certificate Registrar
without the prior written consent of such Person (which consent shall not be unreasonably withheld or delayed). 
 (e) Prior
to the execution of any amendment to this Agreement, the Owner Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that
all conditions precedent to the execution and delivery of such amendment have been satisfied. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s own rights, duties or
immunities under this Agreement. 
 (f) Notwithstanding subsections (a) and (b) of this Section 11.1, this Agreement
may only be amended by the Seller and the Owner Trustee if (i) the Majority Certificateholders consent to such amendment or (ii) such amendment shall not, as evidenced by an Officer’s Certificate of the Seller or an Opinion of Counsel delivered
to the Indenture Trustee and the Owner Trustee, materially and adversely affect the interests of the Certificateholders. 

  

					
		 	
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 SECTION 11.2. No Legal Title to Trust Estate in Certificateholders. The
Certificateholders shall not have legal title to any part of the Trust Estate. A Certificateholder shall be entitled to receive distributions with respect to its undivided Percentage Interest therein only in accordance with Articles V
and IX. No transfer, by operation of law or otherwise, of any right, title or interest of a Certificateholder to and in its ownership interest in the Trust Estate shall operate to terminate this Agreement or the trusts hereunder or
entitle any transferee to an accounting or to the transfer to it of legal title to any part of the Trust Estate. 
 SECTION
11.3. Limitations on Rights of Others. The provisions of this Agreement are solely for the benefit of the Owner Trustee, the Seller, the Administrator, the Certificateholders and, to the extent expressly provided herein, the
Indenture Trustee and the Noteholders, and nothing in this Agreement, whether express or implied, shall be construed to give to any other Person any legal or equitable right, remedy or claim in the Trust Estate or under or in respect of this
Agreement or any covenants, conditions or provisions contained herein. 
 SECTION 11.4. Notices.

(a) Unless otherwise expressly specified or permitted by the terms hereof, all notices shall be in writing and shall be deemed
given by telecopy with receipt acknowledged by the recipient thereof or upon receipt personally delivered, delivered by overnight courier or mailed certified mail, return receipt requested or via electronic transmission, if to the Owner Trustee or
to the Certificate Registrar or Certificate Paying Agent, addressed as specified on Schedule I to the Sale and Servicing Agreement; or, as to each party, at such other address as shall be designated by such party in a written notice to each
other party. 
 (b) Any notice required or permitted to be given to a Certificateholder shall be given by first-class mail,
postage prepaid, at the address of such Certificateholder as shall be designated by such party in a written notice to each other party. Any notice so mailed within the time prescribed in this Agreement shall be conclusively presumed to have
been duly given, whether or not such Certificateholder receives such notice. 
 SECTION 11.5. Severability. Any provision
of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such
prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 

  

					
		 	
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 SECTION 11.6. Separate Counterparts. This Agreement may be executed by the
parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. 

SECTION 11.7. Successors and Assigns. All covenants and agreements contained herein shall be binding upon, and inure to the
benefit of, the Seller, the Owner Trustee and its successors and each Certificateholder and its successors and permitted assigns, all as herein provided. Any request, notice, direction, consent, waiver or other instrument or action by the
Certificateholders shall bind the successors and assigns of the Certificateholders. 
 SECTION 11.8. No Petition.

(a) To the fullest extent permitted by law each of the Owner Trustee (in its individual capacity), the Seller, each
Certificateholder, by accepting the Certificate, and the Indenture Trustee and each Noteholder or Note Owner by accepting the benefits of this Agreement, hereby covenants and agrees that prior to the date which is one year and one day after payment
in full of all obligations of each Bankruptcy Remote Party in respect of all securities issued by the Bankruptcy Remote Parties such party shall not commence, join or institute, with any other Person, any proceeding against such Bankruptcy Remote
Party under any bankruptcy, reorganization, arrangement, liquidation or insolvency law or statute now or hereafter in effect in any jurisdiction.

(b) The Seller’s obligations under this Agreement are obligations solely of the Seller and will not constitute a claim
against the Seller to the extent that the Seller does not have funds sufficient to make payment of such obligations. In furtherance of and not in derogation of the foregoing, each of the Owner Trustee (in its individual capacity and as the
Owner Trustee), by entering into or accepting this agreement, each Certificateholder, by accepting a Certificate, and the Indenture Trustee and each Noteholder or Note Owner, by accepting the benefits of this Agreement, hereby acknowledges and
agrees that such Person has no right, title or interest in or to the Other Assets of the Seller. To the extent that, notwithstanding the agreements and provisions contained in the preceding sentence, each of the Owner Trustee, the Indenture
Trustee, each Noteholder or Note Owner and each Certificateholder either (i) asserts an interest or claim to, or benefit from, Other Assets, or (ii) is deemed to have any such interest, claim to, or benefit in or from Other Assets, whether by
operation of law, legal process, pursuant to applicable provisions of insolvency laws or otherwise (including by virtue of Section 1111(b) of the Bankruptcy Code or any successor provision having similar effect under the Bankruptcy Code), then such
Person further acknowledges and agrees that any such interest, claim or benefit in or from Other Assets is and will be expressly subordinated to the indefeasible payment in full, which, under the terms of the relevant documents relating to the
securitization or conveyance of such Other Assets, are entitled to be paid from, entitled to the benefits of, or otherwise secured by such Other Assets (whether or not any such entitlement or security interest is legally perfected or otherwise


  

					
		 	
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entitled to a priority of distributions or application under applicable law, including insolvency laws, and whether or not asserted against the Seller), including the payment of post-petition
interest on such other obligations and liabilities. This subordination agreement will be deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code. Each of the Owner Trustee (in its individual capacity
and as the Owner Trustee), by entering into or accepting this agreement, each Certificateholder, by accepting a Certificate, and the Indenture Trustee and each Noteholder or Note Owner, by accepting the benefits of this Agreement, hereby further
acknowledges and agrees that no adequate remedy at law exists for a breach of this Section 11.8 and the terms of this Section 11.8 may be enforced by an action for specific performance. The provisions of this Section 11.8
will be for the third party benefit of those entitled to rely thereon and will survive the termination of this Agreement. 
 SECTION
11.9. Information Request. The Owner Trustee shall provide any information regarding the Issuer in its possession reasonably requested by the Servicer, the Administrator, the Seller or any of their Affiliates, in order to comply
with or obtain more favorable treatment under any current or future law, rule, regulation, accounting rule or principle. 
 SECTION
11.10. Headings. The headings of the various Articles and Sections herein are for convenience of reference only and shall not define or limit any of the terms or provisions hereof. 

SECTION 11.11. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. 

SECTION 11.12. Waiver of Jury Trial. To the extent permitted by applicable law, each party hereto irrevocably waives all
right of trial by jury in any action, proceeding or counterclaim based on, or arising out of, under or in connection with this Agreement, any other Transaction Document, or any matter arising hereunder or thereunder. 

SECTION 11.13. Form 10-D and Form 10-K Filings. So long as the Seller is filing Exchange Act Reports with respect to the
Issuer (i) no later than each Payment Date, the Owner Trustee shall notify the Seller of any Form 10-D Disclosure Item with respect to the Owner Trustee, together with a description of any such Form 10-D Disclosure Item in form and substance
reasonably acceptable to the Seller and (ii) no later than March 15 of each calendar year, commencing March 15, 2017, the Owner Trustee shall notify the Seller in writing of any affiliations or relationships between the Owner Trustee and any
Item 1119 Party; provided, that no such notification need be made if the affiliations or relationships are unchanged from those provided in the notification in the prior calendar year. 

SECTION 11.14. Form 8-K Filings. So long as the Seller is filing Exchange Act Reports with respect to the Issuer, the Owner
Trustee shall promptly notify the Seller, but in no 

  

					
		 	
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	 	 Amended and Restated

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event later than four (4) Business Days after its occurrence, of any Reportable Event described in clause (e) of the definition thereof with respect to the Owner Trustee of which a
Responsible Officer of the Owner Trustee has actual knowledge (other than a Reportable Event described in clause (e) of the definition thereof as to which the Seller or the Servicer has actual knowledge). The Owner Trustee shall be deemed to
have actual knowledge of any such event solely to the extent that it relates to the Owner Trustee in its individual capacity or any action taken by the Owner Trustee (and not by someone else on its behalf) under this Agreement. 

SECTION 11.15. Information to Be Provided by the Owner Trustee. The Owner Trustee shall provide the Seller and Santander
Consumer with (i) notification, as soon as practicable and in any event within five Business Days, of all demands communicated to a Responsible Officer of the Owner Trustee for the repurchase or replacement of any Receivable pursuant to
Section 3.4 of the Purchase Agreement and (ii) promptly upon reasonable request by the Seller or Santander Consumer to facilitate compliance by such Person with Rule 15Ga-1 under the Exchange Act, and Items 1104(e) and
1121(c) of Regulation AB. In no event shall the Owner Trustee be deemed to be a “securitizer” as defined in Section 15G(a) of the Exchange Act with respect to the transactions contemplated by the Transaction Documents, nor
shall it have any responsibility for making any filing to be made by a securitizer under the Exchange Act or Regulation AB with respect to the transactions contemplated by the Transaction Documents. 

SECTION 11.16. Third-Party Beneficiaries. This Agreement shall inure to the benefit of and be binding upon the parties hereto
and their respective successors and permitted assigns and Wells Fargo Bank, National Association, in its capacity as Certificate Paying Agent, and Certificate Registrar shall be an express third-party beneficiary hereof and may enforce the
provisions hereof as if it were a party hereto. Except as otherwise provided in this Section, no other Person will have any right hereunder. 

[Remainder of Page Intentionally Left Blank] 

  

					
		 	
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	 	 Amended and Restated

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

			
	WILMINGTON TRUST, NATIONAL ASSOCIATION, as Owner Trustee
		
	By:	 	  

	Name:	 	
	Title:	 	



  

					
		 	S-1	 	 Amended and Restated

Trust Agreement (2016-3)










 
			
	SANTANDER DRIVE AUTO RECEIVABLES LLC
		
	By:	 	  

	Name:	 	
	Title:	 	



  

					
		 	S-2	 	 Amended and Restated

Trust Agreement (2016-3)










 Acknowledged and Agreed: 

 

			
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Certificate Registrar and Certificate Paying Agent
		
	By:	 	  

	Name:	 	
	Title:	 	



  

					
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 EXHIBIT A 

FORM OF CERTIFICATE 
 NUMBER 

R-             

Principal Amount of this Certificate: $[        ] 

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

deemed to be the equivalent of 100,000 units) 

Percentage Interest of this Certificate: [    ]% 

[CUSIP NO.             ] 

[ISIN             ] 

SANTANDER DRIVE AUTO RECEIVABLES TRUST 2016-3 

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

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

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

  

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

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

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

  

					
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Trust Agreement (2016-3)










 TRANSFERS OF THIS CERTIFICATE MUST GENERALLY BE ACCOMPANIED BY APPROPRIATE TAX TRANSFER
DOCUMENTATION AND ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE TRUST AGREEMENT. EACH PURCHASER OR TRANSFEREE OF THIS CERTIFICATE (OR INTEREST HEREIN) WILL BE REQUIRED TO PROVIDE TO THE OWNER TRUSTEE, THE ADMINISTRATOR, THE INDENTURE TRUSTEE AND
THE CERTIFICATE PAYING AGENT A CERTIFICATION OF NON-FOREIGN STATUS (E.G., IRS FORM W-9), SIGNED UNDER PENALTIES OF PERJURY, OR OTHER INFORMATION OR DOCUMENTATION REQUESTED BY THE OWNER TRUSTEE, THE ADMINISTRATOR, THE INDENTURE TRUSTEE OR THE
CERTIFICATE PAYING AGENT TO DETERMINE THAT PAYMENTS ON THIS CERTIFICATE WILL NOT BE SUBJECT TO WITHHOLDING UNDER U.S. TAX LAW. 
 THIS
CERTIFICATE MAY BE TRANSFERRED ONLY IN MINIMUM DENOMINATIONS OF $5,000 AND INTEGRAL MULTIPLES OF $1 IN EXCESS THEREOF. NO DISTRIBUTIONS OF MONEYS TO THE CERTIFICATEHOLDERS UNDER THE TRANSACTION DOCUMENTS SHALL BE DEEMED TO REDUCE THE NOMINAL
PRINCIPAL AMOUNT OF ANY CERTIFICATE PRIOR TO PAYMENT IN FULL OF ALL OUTSTANDING NOTES; PROVIDED, THAT THE FINAL AGGREGATE $100,000 DISTRIBUTED TO THE CERTIFICATEHOLDERS UNDER THE TRANSACTION DOCUMENTS UPON FINAL DISTRIBUTION OF THE TRUST ESTATE AND
TERMINATION OF THE ISSUER SHALL BE DEEMED TO REPAY THE AGGREGATE NOMINAL PRINCIPAL AMOUNT OF THE CERTIFICATES IN FULL; PROVIDED, FURTHER, THAT ANY FAILURE TO PAY IN FULL THE OUTSTANDING PRINCIPAL BALANCE OF A CERTIFICATE ON SUCH FINAL DISTRIBUTION
DATE SHALL NOT RESULT IN A CLAIM AGAINST OR LIABILITY OF ANY PERSON FOR SUCH SHORTFALL. 
 THIS CERTIFIES THAT
                     is the registered owner of a     % nonassessable, fully-paid, Percentage Interest in the Trust Estate of
SANTANDER DRIVE AUTO RECEIVABLES TRUST 2016-3, a Delaware statutory trust (the “Issuer”) formed by Santander Drive Auto Receivables LLC, a Delaware limited liability company, as depositor (the “Seller”). 

The Issuer was created pursuant to a Trust Agreement dated as of June 15, 2016 (as amended and restated as of October 12, 2016, the
“Trust Agreement”), between the Seller and Wilmington Trust, National Association, as owner trustee (the “Owner Trustee”), a summary of certain of the pertinent provisions of which is set forth below. To the
extent not otherwise defined herein, the capitalized terms used herein have the meanings assigned to them in the Sale and Servicing Agreement, dated as of October 12, 2016, between the Seller, the Issuer, Wells Fargo Bank, National Association, as
Indenture Trustee, and Santander Consumer USA Inc., as Servicer, as the same may be amended or supplemented from time to time. 
 This
Certificate is issued under and is subject to the terms, provisions and conditions of the Trust Agreement, to which Trust Agreement the holder of this Certificate by virtue of the 

  

					
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acceptance hereof assents and by which such holder is bound. The provisions and conditions of the Trust Agreement are hereby incorporated by reference as though set forth in their entirety
herein. 
 The holder of this Certificate acknowledges and agrees that its rights to receive distributions in respect of this Certificate
are subordinated to the rights of the Noteholders as described in the Indenture, the Sale and Servicing Agreement and the Trust Agreement, as applicable. 

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

By accepting this Certificate, the Certificateholder hereby covenants and agrees that prior to the date which is one year and one day after
payment in full of all obligations of each Bankruptcy Remote Party in respect of all securities issued by the Bankruptcy Remote Parties such Person shall not commence, join or institute against, with any other Person, any proceeding against
such Bankruptcy Remote Party under any bankruptcy, reorganization, liquidation or insolvency law or statute now or hereafter in effect in any jurisdiction. 

By acquiring this Certificate (or interest herein), each purchaser and transferee (and if the purchaser or transferee is a Plan, its
fiduciary) is deemed to represent and warrant that such purchaser or transferee is not a Benefit Plan Investor or a Plan that is subject to Similar Law. 

It is the intention of the parties to the Trust Agreement that, solely for United States federal income or state and local income, franchise
and value added tax purposes, (i) so long as there is a single Certificateholder for United States federal income tax purposes, the Issuer will be disregarded as an entity separate from such Certificateholder, and if there is more than one
Certificateholder for United States federal income tax purposes, the Issuer will be treated as a partnership that is not treated as a publicly traded partnership; and (ii) the Notes will be characterized as debt. By accepting this Certificate,
the Certificateholder agrees to take no action inconsistent with the foregoing intended tax treatment. 
 By accepting this Certificate, the
Certificateholder acknowledges that this Certificate represents a Percentage Interest in the Issuer only and does not represent interests in or obligations of the Seller, the Servicer, the Administrator, the Owner Trustee, the Indenture Trustee or
any of their respective Affiliates and no recourse may be had against such parties or their assets, except as expressly set forth or contemplated in this Certificate, the Trust Agreement or any other Transaction Document. 

  

					
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Trust Agreement (2016-3)










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

 

			
	SANTANDER DRIVE AUTO RECEIVABLES TRUST 2016-3
	
	By: Wilmington Trust, National Association, not in its individual capacity, but solely as Owner Trustee
		
	By:	 	  

	Name:	 	
	Title:	 	



  

					
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Trust Agreement (2016-3)










 CERTIFICATE REGISTRAR’S CERTIFICATE OF AUTHENTICATION 

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

 

			
	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Registrar
		
	By:	 	  

	Name:	 	
	Title:	 	



  

					
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Trust Agreement (2016-3)










 ASSIGNMENT 

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

PLEASE INSERT SOCIAL SECURITY 
 OR OTHER IDENTIFYING NUMBER OF
ASSIGNEE 
 [                    ] 

 
  

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

  

 

	
	the within Certificate, (Asset Backed Certificate No. R-     issued by Santander Drive Auto Receivables Trust 2016-3), and all rights thereunder, hereby irrevocably constituting and appointing


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

Dated:            , 20[    ] 

 

			
	[                    ]
		
	By:	 	  

	Name:
	Title:


 Guaranteed: 
  

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


  

					
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Trust Agreement (2016-3)










 EXHIBIT B 

FORM OF CERTIFICATE INVESTOR REPRESENTATION LETTER 

[            ], 20     

Santander Drive Auto Receivables Trust 2016-3 
 c/o Wilmington
Trust, National Association 
 Rodney Square North 
 1100 North
Market Street 
 Wilmington, DE 19890-0001 

Facsimile:  (302) 636-4140 

Attention:  Corporate Trust Administration 
 Wells
Fargo Bank, National Association, 
 as Certificate Registrar 

600 S 4th Street 

MAC N9300-061 
 Minneapolis, MN 55479 

Facsimile:  (612) 667-3464 

Attention:  Corporate Trust Services – Asset-Backed Administration, Santander Drive Auto Receivables Trust 2016-3 

 

	 	Re:	Transfer of Santander Drive Auto Receivables Trust 2016-3 Certificates, (the “Certificates”) 


Ladies and Gentlemen: 
 This letter is delivered
pursuant to Section 3.7 of the Amended and Restated Trust Agreement, dated as of October 12, 2016 (the “Trust Agreement”), between Santander Drive Auto Receivables LLC, as Seller (the “Seller”), and
Wilmington Trust, National Association, as Owner Trustee (the “Owner Trustee”), in connection with the transfer by
                     (the “Transferor”) to the undersigned (the “Transferee”) of [    ]%
Percentage Interest of the Certificates with a nominal principal amount of $[    ]1. Capitalized terms used and not otherwise defined herein have the meanings assigned to such
terms in the Trust Agreement. 
  

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


  

					
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 In connection with such transfer, the undersigned hereby represents and warrants to you and the
addressees hereof as follows: 
 (i) The Transferee is either (a) an Affiliate of the Seller or is acquiring its
interest in the Certificates as part of the initial distribution or any redistribution of the Certificates by the Seller or one of its Affiliates or (b) (1) is a Qualified Institutional Buyer, (2) is aware that the sale of the Certificates (other
than a sale of the Certificates by the Seller or any of its Affiliates as part of the initial distribution or any redistributions of the Certificates by the Seller or any of its Affiliates) to it is being made in reliance on the exemption from
registration provided by Rule 144A, and (3) is acquiring the Certificates for its own account or for one or more accounts, each of which is a Qualified Institutional Buyer, and as to each of which the owner exercises sole investment discretion; 

(ii) The Transferee understands that the Certificates will bear a legend to the following effect: 

“THIS CERTIFICATE OR ANY INTEREST HEREIN HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND THE ISSUER HAS NOT BEEN REGISTERED UNDER THE UNITED STATES INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “INVESTMENT COMPANY
ACT”). THIS CERTIFICATE OR ANY INTEREST HEREIN MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, EXCEPT (A) (1) TO A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT (A “QUALIFIED
INSTITUTIONAL BUYER”) WHO IS EITHER PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A OR (2) TO THE SELLER OR ANY OF ITS AFFILIATES AND BY THE SELLER OR
ANY OF ITS AFFILIATES AS PART OF THE INITIAL DISTRIBUTION OR ANY REDISTRIBUTION OF THE CERTIFICATES BY THE SELLER OR ANY OF ITS AFFILIATES AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ANY OTHER
APPLICABLE JURISDICTION. EACH PURCHASER WILL BE DEEMED TO HAVE MADE CERTAIN REPRESENTATIONS AND AGREEMENTS SET FORTH IN THE TRUST AGREEMENT. ANY TRANSFER IN VIOLATION OF THE FOREGOING WILL BE OF NO FORCE AND EFFECT, WILL BE VOID
AB INITIO, AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO THE TRANSFEREE, NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE ISSUER, THE OWNER TRUSTEE, OR ANY INTERMEDIARY. IF AT ANY TIME, THE ISSUER DETERMINES OR IS NOTIFIED
THAT THE HOLDER OF SUCH CERTIFICATE OR PERCENTAGE INTEREST IN SUCH CERTIFICATE WAS IN BREACH, AT THE TIME GIVEN, OF ANY OF THE REPRESENTATIONS SET FORTH IN THE TRUST 

  

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

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

  

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

(iii) The Transferee understands that the Certificates are being offered only in a transaction not involving any public
offering in the United States within the meaning of the Securities Act, none of the Certificates have been or will be registered under the Securities Act, and, if in the future the Transferee decides to offer, resell, pledge or otherwise transfer
the Certificates, such Certificates may only be offered, resold, pledged or otherwise transferred in accordance with the Trust Agreement. The Transferee acknowledges that no representation is being made by the Issuer as to the availability of any
exemption under the Securities Act or any applicable State securities laws for resale of the Certificates; 
 (iv) The
Transferee understands that an investment in the Certificates involves certain risks, including the risk of loss of all or a substantial part of its investment under certain circumstances. The Transferee has had access to such financial and other
information concerning the Issuer and the Certificates as it deemed necessary or appropriate in order to make an informed investment decision with respect to its purchase of the Certificates. The Transferee has such knowledge and experience in
financial and business matters that the Transferee is capable of evaluating the merits and risks of its investment in the Certificates, and the transferee and any accounts for which it is acting are each able to bear the economic risk of its
investment; 
 (v) The Transferee will not make any general solicitation by means of general advertising or in any
other manner, or take any other action that would constitute a distribution of the Certificates under the Securities Act or that would render the disposition of the Certificates a violation of Section 5 of the Securities Act or any other applicable
securities laws or require registration pursuant thereto, and will not authorize any Person to act on its behalf, in such manner with respect to the Certificates; 

(vi) The Transferee is not acquiring the Certificates with a view to the resale, distribution or other disposition
thereof in violation of the Securities Act; 

  

					
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 (vii) The transferee will provide notice to each Person to whom it proposes
to transfer any interest in the Certificates of the transfer restrictions and representations set forth in the Trust Agreement, including the Exhibits thereto; 

(viii) The Transferee agrees that it will not offer or sell, or otherwise transfer the Certificates to any person unless
the transferee of the Certificates has executed a Certificate Investor Representation Letter; 
 (ix) The Transferee is
not acquiring the Certificates (or any interest therein) with the assets of (a) an “employee benefit plan” as defined in Section 3(3) of ERISA, that is subject to Title I of ERISA, (b) a “plan” defined in Section 4975(e)(1) of
the Code, that is subject to Section 4975 of the Code, (c) an entity whose underlying assets are deemed to include assets of any of the foregoing by reason of such employee benefit plan’s or plan’s investment in such entity or (d) any Plan
that is subject to Similar Law; 
 (x) The Transferee understands that if (a) a transfer or attempted or purported
transfer of any Certificate or interest therein was consummated in compliance with the provisions of the Trust Agreement on the basis of a materially incorrect certification from the Transferor or purported transferee, (b) a transferee failed to
deliver to the Certificate Registrar a Certificate Investor Representation Letter or (c) the Certificateholder of any Certificate or interest therein is in material breach of any representation or agreement set forth in any certificate or any deemed
representation or agreement of such Certificateholder, the Certificate Registrar, upon actual knowledge of such circumstances, will not register such attempted or purported transfer and, if a transfer has been registered, such transfer shall be
absolutely null and void ab initio and shall not operate to transfer any rights to the purported transferee (such purported transferee, a “Disqualified Transferee”) and the last preceding Certificateholder of such
Certificateholder that was not a Disqualified Transferee shall be restored to all rights as a Certificateholder thereof retroactively to the date of the purported transfer of such Certificate by such Certificateholder; 

(xi) The Transferee acknowledges and agrees that it has complied and will comply with the following: 

(1) We have neither acquired nor will we transfer any Certificate we purchase (or any interest therein) or cause any such Certificate (or any
interest therein) to be marketed on or through an “established securities market” within the meaning of Section 7704(b)(1) of the Code, including, without limitation, an over-the-counter-market or an interdealer quotation system that
regularly disseminates firm buy or sell quotations. 
 (2) We either (A) are not, and will not become, a partnership, Subchapter S
corporation or grantor trust for United States federal income tax purposes (or disregarded entity the single owner of which is any of the 

  

					
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foregoing) or (B) are such an entity, but (x) no more than 50% of the value of any of the direct or indirect beneficial interests in us (or in the case of a disregarded entity, the interests of
our single owner) is or will be attributable to our (or in the case of a disregarded entity, our single owner’s) interest in Restricted Notes and the Certificates and (y) it is not and will not be a principal purpose of the arrangement
involving our beneficial interest in any Restricted Notes or Certificates to permit any partnership to satisfy the 100 partner limitation of Treasury Regulation Section 1.7704-1(h)(1)(ii) necessary for such partnership not to be classified as a
publicly traded partnership under the Code. 
 (3) We (A) are acquiring the Certificate for the account of
[                    ] Persons as agent or nominee and we will notify the Certificate Registrar, the Indenture Trustee and the Seller of any changes
in the number of such Persons and (B) understand that any such change in the number of Persons for whose account a Certificate is held shall require the written consent of the Seller, on behalf of the Issuer, which consent shall be granted
unless the Seller determines that such proposed change in number of Persons would create a risk that the Issuer would be classified for United States federal or any applicable state tax purposes as an association (or a publicly traded partnership)
taxable as a corporation. 
 (4) We understand that no subsequent transfer of the Certificates (or any interest therein) is permitted unless
(A) such transfer is of a Certificate with a Percentage Interest of more than 5% (or of an interest in a Certificate representing a Percentage Interest of more than 5%), (B) the proposed transferee provides to the Certificate Registrar a letter
substantially in the form of this letter or such other written statement as the Certificate Registrar shall prescribe and (C) the Seller, on behalf of the Issuer, consents in writing to the proposed transfer, which consent shall be granted unless
the Seller determines that such transfer would create a risk that the Issuer would be classified for United States federal or any applicable state tax purposes as an association (e.g., the transfer could cause the aggregate number of beneficial
owners of Restricted Notes, the Certificates (or interests therein) and any instrument with respect to which there has not been rendered an opinion that it will be treated as debt for United States federal income tax purposes, issued by an entity
50% or more of the value of which is or will be attributable to direct or indirect interests in the Issuer, to exceed 95). 
 (5) Prior to
December 31, 2017 or such later date that the Amended Partnership Audit Rules shall apply to the Issuer, (A) we shall provide to the Administrator on behalf of the Issuer and the Depositor any further information required by the Issuer to comply
with the Amended Partnership Audit Rules, including Section 6226(a) of the Amended Partnership Audit Rules and (B) if we are not the beneficial owner of the 

  

					
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Certificates, such beneficial owner shall provide to the Administrator on behalf of the Issuer and the Depositor any further information required by the Issuer to comply with the Amended
Partnership Audit Rules, including Section 6226(a) of the Amended Partnership Audit Rules and, to the extent the Issuer determines such appointment necessary for it to make an election under Section 6226(a) of the Amended Partnership Audit Rules,
hereby appoints us as its agent for purposes of receiving any notifications or information pursuant to the notice requirements under Section 6226(a)(2) of the Amended Partnership Audit Rules. 

(6) We understand that we will not beneficially own (A) (i) 80% or more of the Certificates (or interest therein) at any time that a member of
an expanded group (as defined in Proposed Treasury Regulation section 1.385-1(b)(3) or any successor regulation then in effect) that includes us (or a person considered to be the same person as us for United States federal income tax purposes), (B)
a “controlled partnership” (as defined in proposed Treasury Regulation Section 1.385-1(b)(1)) of such expanded group or (C) a disregarded entity owned directly or indirectly by a person described in preceding clause (A) or (B) beneficially
owns any Note or (ii) 80% or more of the Certificates and Restricted Notes, taken together, at any time that (A) a member of an expanded group (as defined in Proposed Treasury Regulation section 1.385-1(b)(3) or any successor regulation then in
effect) that includes us (or a person considered to be the same person as us for United States federal income tax purposes), (B) a “controlled partnership” (as defined in proposed Treasury Regulation Section 1.385-1(b)(1)) of such expanded
group or (C) a disregarded entity owned directly or indirectly by a person described in preceding clause (A) or (B) beneficially owns any Note other than a Restricted Note. 

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

(9) We understand that if we are acquiring the Certificates as agent or nominee for any other person(s), such person(s) confirm the
representations in paragraphs (1), (2), (3), (4), (5) and (6) above as such representations apply to such person(s). 

(xii) Each registered owner of and, if different, each owner of a beneficial interest in, a Certificate is a “United
States person” (as defined in Code section 7701(a)(30)) and shall deliver to the Owner Trustee, the Administrator, 

  

					
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the Indenture Trustee and the Certificate Paying Agent two properly completed and duly executed originals of U.S. Internal Revenue Service Form W-9 (or applicable successor form) certifying that
it is a United States person and not subject to backup withholding, or other information or documentation requested by the Administrator, the Indenture Trustee, the Certificate Paying Agent or the Owner Trustee to determine, in its sole discretion,
that payments on such Certificates will not be subject to withholding under U.S. tax law. 
 (xiii) The Transferee
acknowledges that in connection with the transfer of the Certificates (a) none of the Issuer, the Servicer, the Seller, the Indenture Trustee, nor the Owner Trustee is acting as a fiduciary or financial or investment adviser for the transferee, (b)
the transferee is not relying (for purposes of making any investment decision or otherwise) upon any advice, counsel or representations (whether written or oral) of the Issuer, the Servicer, the Seller, the Indenture Trustee or the Owner Trustee
other than in the most current offering memorandum for such Certificates and any representations expressly set forth in a written agreement with such party, (c) none of the Issuer, the Servicer, the Seller, the Indenture Trustee, the Owner Trustee
or any placement agent has given to the transferee (directly or indirectly through any other person) any assurance, guarantee or representation whatsoever as to the expected or projected success, profitability, return, performance, result, effect,
consequence or benefit (including legal, regulatory, tax, financial, accounting or otherwise) of its purchase or the documentation for the Certificates, (d) the transferee has consulted with its own legal, regulatory, tax, business, investment,
financial, and accounting advisers to the extent it has deemed necessary, and it has made its own investment decisions (including decisions regarding the suitability of any transaction pursuant to the Trust Agreement) based upon its own judgment and
upon any advice from such advisers as it has deemed necessary and not upon any view expressed by the Issuer, the Servicer, the Seller, the Indenture Trustee or the Owner Trustee, (e) the transferee has determined that the rates, prices or amounts
and other terms of the purchase and sale of the Certificates reflect those in the relevant market for similar transactions, (f) the transferee is purchasing the Certificates with a full understanding of all of the terms, conditions and risks thereof
(economic and otherwise), and is capable of assuming and willing to assume (financially and otherwise) these risks, and (g) the transferee is a sophisticated investor familiar with transactions similar to its investment in the Certificates. 

  

					
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	Very truly yours,
			
		 	By:	 	  

		 		 	Name:
		 		 	Title:


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

			
	Consented and Agreed:
	
	Santander Drive Auto Receivables LLC, as Seller
		
	By:	 	  

	Name:	 	
	Title:	 	


  

					
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 EXHIBIT C 

FORM OF REGISTRATION OF CERTIFICATE TRANSFER DIRECTION LETTER 

PURSUANT TO THE TRUST AGREEMENT 

[            ], 2016 

Wilmington Trust, National Association, 
 as Owner Trustee 

Rodney Square North 
 1100 North Market Street 

Wilmington, DE 19890-0001 
 Facsimile:  (302) 636-4140

 Attention:  Corporate Trust Administration 
 Wells
Fargo Bank, National Association, 
 as Certificate Registrar 

600 S 4th Street 

MAC N9300-061 
 Minneapolis, MN 55479 

Facsimile:   (612) 667-3464 
 Attention:  
Corporate Trust Services – Asset-Backed Administration, Santander Drive Auto Receivables Trust 2016-3 
 Reference is hereby made to
the Amended and Restated Trust Agreement, dated as of October 12, 2016 (the “Trust Agreement”), between Santander Drive Auto Receivables LLC, as Seller (the “Seller”), and Wilmington Trust, National Association, as
Owner Trustee (the “Owner Trustee”), governing Santander Drive Auto Receivables Trust 2016-3 (the “Issuer”). Capitalized terms not defined herein shall have the meanings assigned to such terms in the Trust Agreement.

 You are hereby notified that [name of Transferor] (the “Transferor”) has transferred its [    ]%
beneficial interest in the Issuer evidenced by Certificate No.     . Enclosed, please find the following documentation as required by the Trust Agreement: 

 

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

  

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


 
  

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


  

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

  

	 	4.	Certificate Investor Representation Letter executed by Transferee; 

  

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

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

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

  

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


 

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


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

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

  

					
		 	C-2	 	 Amended and Restated

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	[TRANSFEROR]
		
	By:	 	  

	Name:	 	
	Title:
	
	[TRANSFEREE]
		
	By:	 	  

	Name:
	Title:



  

					
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 SCHEDULE A 

[To be updated] 
  

																					
	 Name of Transferee
	  	Tax ID
Number of
Transferee	 	  	Principal
Amount3	 	  	Percentage
Interest3	 	  	Delivery
Address	 	  	Wire
Instructions	 
		  				  				  				  				  			
		  				  				  				  				  			
		  				  				  				  				  			
		  				  				  				  				  			

  

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


  

					
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Trust Agreement (2016-3)