Exhibit 4.3


 


SUPPLEMENT NO. 18 TO INDENTURE


 


THIS SUPPLEMENT NO.
18 TO INDENTURE, dated as of April 17, 2013 (this “Supplement”), is between GE Dealer Floorplan Master
Note Trust, a Delaware statutory trust, as issuer (the “Issuer”), and Deutsche Bank Trust Company Americas,
a New York banking corporation, as trustee (the “Indenture Trustee”).


 


BACKGROUND


 


WHEREAS, the Issuer
and the Indenture Trustee are parties to a Master Indenture, dated as of August 12, 2004, (i) as amended by Supplement No. 1 to
Master Indenture, dated as of May 25, 2005, Supplement No. 2 to Master Indenture, dated as of April 28, 2006, Supplement No.
3 to Master Indenture, dated as of June 30, 2006, Supplement No. 4 to Master Indenture, dated as of August 10, 2006, Supplement
No. 5 to Master Indenture, dated as of November 9, 2006, Supplement No. 6 to Master Indenture, dated as of May 31, 2007, Supplement
No. 7 to Master Indenture, dated as of August 2, 2007, Supplement No. 8 to Master Indenture, dated as of June 6, 2008, Supplement
No. 9 to Master Indenture, dated as of December 30, 2008, Supplement No. 10 to Master Indenture, dated as of June 26, 2009, Supplement
No. 11 to Master Indenture, dated as of August 5, 2009, Supplement No. 12 to Master Indenture, dated as of December 6, 2010, Supplement
No. 13 to Master Indenture, dated as of March 1, 2011, Supplement No. 14 to Master Indenture, dated as of December 16, 2011, Supplement
No. 15 to Indenture, dated as of February 16, 2012, Supplement No. 16 to Indenture, dated as of July 17, 2012, and
Supplement No. 17 to Indenture, dated as of November 7, 2012 (as so amended, the “Master Indenture”),
and (ii) as supplemented by the Amended and Restated Series 2008-A Indenture Supplement, dated as of June 26, 2009 (as amended,
restated, supplemented or otherwise modified prior to the date hereof, the “Series 2008-A Indenture Supplement”),
the Series 2009-B Indenture Supplement, dated as of June 26, 2009 (as amended, restated, supplemented or otherwise modified prior
to the date hereof, the “Series 2009-B Indenture Supplement”), the Series 2010-B Indenture Supplement, dated
as of December 22, 2010 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Series
2010-B Indenture Supplement), the Series 2011-1 Indenture Supplement, dated as of August 10, 2011 (as amended, restated, supplemented
or otherwise modified prior to the date hereof, the “Series 2011-1 Indenture Supplement”), the Series 2011-A
Indenture Supplement, dated as of September 22, 2011 (as amended, restated, supplemented or otherwise modified prior to the
date hereof, the “Series 2011-A Indenture Supplement”), the Series 2012-1 Indenture Supplement, dated as
of February 22, 2012 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Series
2012-1 Indenture Supplement”), the Series 2012-2 Indenture Supplement, dated as of May 16, 2012 (as amended, restated,
supplemented or otherwise modified prior to the date hereof, the “Series 2012-2 Indenture Supplement”),
the Series 2012-3 Indenture Supplement, dated as of July 31, 2012 (as amended, restated, supplemented or otherwise modified prior
to the date hereof, the “Series 2012-3 Indenture Supplement”), the Series 2012-4 Indenture Supplement, dated
as of November 9, 2012 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Series
2012-4 Indenture Supplement”), the Series 2013-VFN-1 Indenture Supplement, dated as of March 7, 2013 (as amended,
restated, supplemented or otherwise modified prior to the date hereof, the “Series 2013-VFN-1 Indenture Supplement”)
and the Series 2013-VFN-2 Indenture Supplement, dated as of March 7, 2013 (as amended, restated, supplemented or otherwise modified
prior to the date hereof, the “Series 2013-VFN-2 Indenture Supplement” and, together with the Series 2008-A
Indenture Supplement, the Series 2009-B Indenture Supplement, the Series 2010-B Indenture Supplement, the Series 2011-1 Indenture
Supplement, the Series 2011-A Indenture Supplement, the Series 2012-1 Indenture Supplement, the Series 2012-2 Indenture Supplement,
the Series 2012-3 Indenture Supplement, the Series 2012-4 Indenture Supplement, and the Series 2013-VFN-1 Indenture Supplement,
each an “Outstanding Supplement”, and together the “Outstanding Supplements”), each between
the parties hereto and setting forth the terms of an outstanding Series of Notes (the Master Indenture, as so amended and supplemented
by the Outstanding Supplements, the “Indenture”);


 







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WHEREAS, the parties
hereto desire to amend the Master Indenture and the Outstanding Supplements as set forth herein; and


 


WHEREAS, this Supplement
is being entered into pursuant to Section 9.1(b) of the Master Indenture, and all conditions precedent to the execution
of this Supplement, as set forth in such Section 9.1(b), have been satisfied.


 


NOW, THEREFORE, in
consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto hereby agree as follows:


 


SECTION 1. Definitions.
Capitalized terms defined in the Indenture and used but not otherwise defined herein have the meanings given to them in (or by
reference in) the Indenture.


 


SECTION 2. Amendments
to Master Indenture.


 


(a)          Section
1.1 of the Master Indenture is hereby amended by:


 


(i)          amending
and restating clause (a) of the definition of “Corporate Trust Office” to read in its entirety as follows:


 


“(a) with respect to the
Indenture Trustee, the principal office of the Indenture Trustee at which at any particular time its corporate trust business shall
be administered, which office at the date of this Indenture is located at 60 Wall Street, 27th Floor – MS NYC60-2720, New
York, New York 10005, Attention: Louis Bodi (facsimile no. (212) 250-4855; or at such other address as the Indenture Trustee may
designate from time to time by notice to the Noteholders and the Issuer, or the principal corporate trust office of any successor
Indenture Trustee (the address of which the successor Indenture Trustee will notify the Noteholders and the Issuer) and”


 


(ii)        amending
and restating clause (b) of the definition of “Minimum Free Equity Amount” to read in its entirety as follows:


 


“(b)  the aggregate of all
Dealer Overconcentrations, Manufacturer Overconcentrations and Product Line Overconcentrations as determined on the most recent
Determination Date on or prior to such date of determination.”


 







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(iii)        amending
and restating the definition of “Required Principal Balance” to read in its entirety as follows:


 


““Required Principal
Balance” means, as of any date of determination, the sum of (a) the sum of the numerators used at such date to calculate
the Allocation Percentages with respect to Principal Collections for all Series outstanding on such date, and (b) the aggregate
of all Dealer Overconcentrations, Manufacturer Overconcentrations and Product Line Overconcentrations as determined on the most
recent Determination Date on or prior to such date of determination.”


 


(b)          Section
3.7 of the Master Indenture is hereby amended by deleting the word “Orginator” where it appears in clause (g) thereof
and substituting the word “Originator” therefor.


 


(c)          Section
3.10 of the Master Indenture is hereby amended by amending and restating clause (l) thereof to read in its entirety as follows:


 


“(l) unless this covenant
is not applicable pursuant to the penultimate paragraph of Section 2.7 of the Second Tier Agreement, consent to the removal
of Accounts or the reassignment of Transferred Receivables pursuant to Section 2.7 of the Second Tier Agreement unless it has (A)
notified the Rating Agencies of any such removal and (B) received an Officer’s Certificate dated as of the date of removal
from the Transferor to the effect that the Transferor reasonably believes that (i) such removal or reassignment, as applicable,
will not, based on the facts known to such officer at the time of such certification, then or thereafter cause an Early Amortization
Event to occur with respect to any Series of Notes, (ii) in the case of any removal or reassignment, as applicable, other than
an Involuntary Removal, no selection procedure believed by Transferor to be materially adverse to the interest of the Issuer or
any of its creditors has been used in selecting the Removed Accounts, (iii) except in the case of an Involuntary Removal, after
giving effect to such removal or reassignment, as applicable, (x) the Free Equity Amount (calculated on a pro forma basis by subtracting
the Outstanding Balance of the reassigned Receivables as of the Removal Cut-Off Date from the Free Equity Amount as of the end
of the most recently ended Monthly Period) shall not be less than the Minimum Free Equity Amount and (y) (A) the sum of (I) the
Aggregate Principal Receivables (calculated on a pro forma basis by subtracting the Outstanding Balance of the reassigned Receivables
as of the Removal Cut-Off Date from the Aggregate Principal Receivables as of the end of the most recently ended Monthly Period)
and (II) the amount on deposit in the Excess Funding Account at that time (exclusive of any investment earnings on such amount)
shall not be less than (B) the Required Principal Balance and (iv) in the case of an Involuntary Removal, either (x) the aggregate
fair market value of the Transferred Receivables as of the Removal Cut-Off Date is not less than the Outstanding Balance of such
Receivables plus the amount of any outstanding Non-Principal Receivables related thereto as of the Removal Cut-Off Date, or (y)(I)
the Free Equity Amount after giving effect to the repurchase (calculated on a pro forma basis by subtracting the Outstanding Balance
of the repurchased Receivables as of the Removal Cut-Off Date from the Free Equity Amount as of the end of the most recently ended
Monthly Period) shall not be less than the Minimum Free Equity Amount and (II) the sum of (A) the Aggregate Principal Receivables
after giving effect to the repurchase (calculated on a pro forma basis by subtracting the Outstanding Balance of the repurchased
Receivables as of the Removal Cut-Off Date from the Aggregate Principal Receivables as of the end of the most recently ended Monthly
Period) and (B) the amount on deposit in the Excess Funding Account at that time (exclusive of any investment earnings on such
amount), shall not be less than the Required Principal Balance.”


 







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(d)          Section
8.2 of the Master Indenture is hereby amended by amending and restating clause (d) thereof to read in its entirety as follows:


 


“(d) Funds on deposit in
the Excess Funding Account shall be withdrawn and paid to the Transferor on any day to the extent that after giving effect to such
withdrawal, the Free Equity Amount would not be less than the Minimum Free Equity Amount and the Note Trust Principal Balance would
not be less than the Required Principal Balance. On any Transfer Date on which one or more Series is in an Amortization Period,
the Issuer shall determine the aggregate amounts of Principal Shortfalls, if any, with respect to each such Series that is a Principal
Sharing Series (after giving effect to the allocation and payment provisions in the related Indenture Supplement, including the
application of Shared Principal Collections, with respect to each such Series), and Issuer shall instruct the Indenture Trustee
to withdraw such amount from the Excess Funding Account on such Transfer Date and allocate such amount among each such Series as
specified in the related Indenture Supplement.”


 


(e)          Section
8.4 of the Master Indenture is hereby amended by:


 


(i)          amending
and restating clause (c) thereof to read in its entirety as follows:


 


“(c) Throughout the existence
of the Issuer, unless otherwise stated in any Indenture Supplement, on each Determination Date, after giving effect to allocations
in respect of Dealer Overconcentrations, Manufacturer Overconcentrations and Product Line Overconcentrations pursuant to clauses
(d) through (f) below, the Issuer shall allocate to the Transferor an amount equal to the product of (A) the Transferor Percentage
and (B) the aggregate amount of Principal Collections and Non-Principal Collections, respectively, on that Determination Date;
provided, that, if the Free Equity Amount (determined after giving effect to any transfer of Principal Receivables to the
Issuer on such date and calculated on a pro forma basis after giving effect to any payment of principal on the Notes to occur on
or prior to the following Payment Date), is less than or equal to the Minimum Free Equity Amount, or the Note Trust Principal Balance
is less than the Required Principal Balance (calculated on a pro forma basis after giving effect
to any payment of principal on the Notes to occur on or prior to the following Payment Date and any adjustment in the numerator
used to calculate the Allocation Percentages with respect to any Series in connection with a principal payment to be made on or
prior to the following Payment Date), Issuer shall deposit in the Excess Funding Account an amount equal to the lesser of (i) the
amounts that otherwise would be allocated to the Transferor and (ii) the greater of (x) the amount by which the Minimum Free Equity
Amount exceeds the Free Equity Amount (calculated on a pro forma basis after giving effect to any payment of principal on the Notes
to occur on or prior to the following Payment Date), and (y) the amount by which the Required Principal Balance (calculated on
a pro forma basis after giving effect to any payment of principal on the Notes to occur on or prior to the following Payment Date
and any adjustment in the numerator used to calculate the Allocation Percentages with respect to any Series in connection with
a principal payment to be made on or prior to the following Payment Date) exceeds the Note Trust Principal Balance. Unless otherwise
stated in any Indenture Supplement, neither the Master Servicer nor Transferor need deposit any amounts allocated to Transferor
pursuant to the foregoing into the Collection Account and shall pay, or be deemed to pay, such amounts as collected to Transferor.”


  




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(ii)         
amending and restating the second sentence of clause (d) thereof to read in its entirety as follows:


 


“On each Determination Date,
for so long as a Product Line Overconcentration exists, the Product Line Overconcentration Percentage (as determined on the preceding
Determination Date) of (i) all Principal Collections relating to each Overconcentrated Product Line, (ii) all Non-Principal Collections
relating to each Overconcentrated Product Line and (iii) the portion of the Default Amount relating to each Overconcentrated Product
Line with respect to each Monthly Period shall each be allocated to the Transferor.”


 


(iii)        amending
and restating the second sentence of clause (e) thereof to read in its entirety as follows:


 


“On each Determination Date,
for so long as a Dealer Overconcentration exists, the Dealer Overconcentration Percentage (as determined on the preceding Determination
Date) of (i) all Principal Collections relating to each Overconcentrated Dealer, (ii) all Non-Principal Collections relating to
each Overconcentrated Dealer and (iii) the portion of the Default Amount relating to each Overconcentrated Dealer with respect
to each Monthly Period shall each be allocated to the Transferor.”


 


(iv)        amending
and restating the second sentence of clause (f) thereof to read in its entirety as follows:


 


“On each Determination Date,
for so long as a Manufacturer Overconcentration exists, the Manufacturer Overconcentration Percentage (as determined on the preceding
Determination Date) of (i) all Principal Collections relating to each Overconcentrated Manufacturer, (ii) all Non-Principal Collections
relating to each Overconcentrated Manufacturer and (iii) the portion of the Default Amount relating to each Overconcentrated Manufacturer
with respect to each Monthly Period shall each be allocated to the Transferor.”


 


Supplement No. 18 to Indenture






    	5



    	 



    

 


 


(v)         amending
and restating the first sentence of clause (g) thereof by inserting the words “, for the avoidance of doubt,” immediately
prior to the word “allocations” where it appears therein.


 


(f)          Section
8.5 of the Master Indenture is hereby amended and restated in its entirety as follows:


 


“Section 8.5 Shared Principal
Collections. On each Transfer Date, (a) Issuer shall allocate Shared Principal Collections not previously so applied or paid
to each applicable Principal Sharing Series, pro rata, in proportion to the Principal Shortfalls, if any, with respect to each
such Series and (b) any amounts representing Shared Principal Collections remaining after the allocations and applications referred
to in clause (a) shall be released to the Issuer or its designee; provided, that, if, on any day the Free Equity Amount (determined
after giving effect to any transfer of Principal Receivables to the Issuer on such day and calculated on a pro forma basis after
giving effect to any payment of principal on the Notes to occur on or prior to the following Payment Date), is less than or equal
to the Minimum Free Equity Amount, or the Note Trust Principal Balance (determined after giving effect to any transfer of Principal
Receivables to the Issuer on such day) is less than the Required Principal Balance (calculated on a pro forma basis after giving
effect to any payment of principal on the Notes to occur on or prior to the following Payment Date and any adjustment in the numerators
used to calculate the Allocation Percentages for Principal Collections with respect to any Series in connection with a principal
payment to be made on or prior to the following Payment Date), any Shared Principal Collections that otherwise would be released
to the Issuer shall not be so released, but shall be deposited into the Excess Funding Account to the extent required so that the
Free Equity Amount (determined after giving effect to any transfer of Principal Receivables to the Issuer on such day and calculated
on a pro forma basis after giving effect to any payment of principal on the Notes to occur on or prior to the following Payment
Date) is not less than the Minimum Free Equity Amount and the Note Trust Principal Balances (determined after giving effect to
any transfer of Principal Receivables to the Issuer on such day) is not less than the Required Principal Balance (calculated on
a pro forma basis after giving effect to any payment of principal on the Notes to occur on or prior to the following Payment Date
and any adjustment in the numerators used to calculate the Allocation Percentages for Principal Collections with respect to any
Series in connection with a principal payment to be made on or prior to the following Payment Date).”


 







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SECTION 3.  Amendments
to Outstanding Supplements.


 


(a)          Section
1.1 of each of the Outstanding Supplements is amended by:


 


(i)          amending
and restating the definition of “Default Rate” to read in its entirety as follows:


 


““Default Rate”
means, for any Monthly Period, the product of (a) a fraction (expressed as a percentage), (i) the numerator of which is (x) the
Default Amount for such Monthly Period (calculated as of the end of the last day of such Monthly Period), minus (y) with respect
to any Monthly Period after the March 2013 Monthly Period, the portion of the Default Amount allocated to the Transferor pursuant
to Sections 8.4(d), (e) and (f) of the Master Indenture and (ii) the denominator of which is (x) the Combined
Outstanding Principal Balances as of the beginning of such Monthly Period, minus (y) with respect to any Monthly Period after the
March 2013 Monthly Period, the sum of the aggregate amount of each Dealer Overconcentration, Manufacturer Overconcentration and
Product Line Overconcentration as determined on the Determination Date falling in such Monthly Period times (b) 12.”


 


(ii)         amending
the definition of “Investment Earnings” by deleting the words “Principal Account or the Reserve Account”
where they appear therein and substituting the words “Series Accounts” therefor.


 


(iii)        amending
and restating the definition of “Monthly Payment Rate” to read in its entirety as follows:


 


““Monthly Payment
Rate” means, for any Monthly Period, a fraction (expressed as a percentage), (a) the numerator of which is (x) the Principal
Collections during such Monthly Period, minus (y) with respect to any Monthly Period after the March 2013 Monthly Period, the portion
of such Principal Collections allocated to the Transferor pursuant to Sections 8.4(d), (e) and (f) of the
Master Indenture, and (b) the denominator of which is (x) the Combined Outstanding Principal Balances as of the beginning of such
Monthly Period, minus (y) with respect to any Monthly Period after the March 2013 Monthly Period, the sum of the aggregate amount
of each Dealer Overconcentration, Manufacturer Overconcentration and Product Line Overconcentration determined on the Determination
Date falling in such Monthly Period.”


 


(iv)        amending
the definition of “Series Allocation Percentage” by adding the following clause to the end of such definition:
“(or, if for any Series for which there are two or more such numerators, the daily average of the numerators applicable during
such Monthly Period).”


  







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(b)          Clause
(b) of Section 4.11 of each of the Outstanding Supplements is amended by:


 


(i)          deleting
the words “Reserve Account or the Principal Account” in the first sentence thereof and substituting the words “Series
Accounts” therefor.


 


(ii)         deleting
the words “Reserve Account” in the second sentence thereof and substituting the words “Series Accounts”
therefor.


 


SECTION 4.
 Amendments to Series 2008-A Indenture Supplement.


 


(a)          Section
1.1 of the Series 2008-A Indenture Supplement is amended by amending and restating clause (b) of the definition of “Allocation
Percentage” to read in its entirety as follows:


 


“(b) the denominator of which
shall be the greater of (i) the result of (x) the Aggregate Principal Receivables as of the opening of business on the first
day of the Monthly Period for which the Allocation Percentage is being determined minus (y) the sum of the aggregate amount
of each Dealer Overconcentration, Manufacturer Overconcentration and Product Line Overconcentration as determined on the Determination
Date falling in the Monthly Period for which the Allocation Percentage is being determined, and (ii) the sum of the numerators
used to calculate the allocation percentages for allocations with respect to Non-Principal Collections, Principal Collections or
the Default Amount, as applicable, for all outstanding Series on the day for which the Allocation Percentage is being determined.
For purposes of subclause (ii) of this clause (b), the Collateral Amount for the Series 2008-A Notes shall be included in the calculation
beginning on the first day of the Monthly Period that includes the Closing Date.”


 


(b)          Section
4.3 of the Series 2008-A Indenture Supplement is hereby amended to incorporate the changes to such Section shown on the marked
pages of the Series 2008-A Indenture Supplement attached hereto as Exhibit A-1.


 


SECTION 5.  Amendments
to Series 2009-B Indenture Supplement.


 


(a)          Section
1.1 of the Series 2009-B Indenture Supplement is amended by amending and restating clause (b) of the definition of “Allocation
Percentage” to read in its entirety as follows:


 


“(b) the denominator of which
shall be the greater of (i) the result of (x) the Aggregate Principal Receivables as of the opening of business on the first
day of the Monthly Period for which the Allocation Percentage is being determined minus (y) the sum of the aggregate amount
of each Dealer Overconcentration, Manufacturer Overconcentration and Product Line Overconcentration as determined on the Determination
Date falling in the Monthly Period for which the Allocation Percentage is being determined, and (ii) the sum of the numerators
used to calculate the allocation percentages for allocations with respect to Non-Principal Collections, Principal Collections or
the Default Amount, as applicable, for all outstanding Series on the day for which the Allocation Percentage is being determined.
For purposes of subclause (ii) of this clause (b), the Collateral Amount for the Series 2009-B Notes shall be included in the calculation
beginning on the first day of the Monthly Period that includes the Closing Date.”


 


(b)          Section
4.3 of the Series 2009-B Indenture Supplement is hereby amended to incorporate the changes to such Section shown on the marked
pages of the Series 2009-B Indenture Supplement attached hereto as Exhibit A-2.


 







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SECTION 6.
 Amendments to Series 2010-B Indenture Supplement.


 


(a)          Section
1.1 of the Series 2010-B Indenture Supplement is amended by amending and restating clause (b) of the definition of “Allocation
Percentage” to read in its entirety as follows:


 


“(b) the denominator of which
shall be the greater of (i) the result of (x) the Aggregate Principal Receivables as of the opening of business on the first
day of the Monthly Period for which the Allocation Percentage is being determined minus (y) the sum of the aggregate amount
of each Dealer Overconcentration, Manufacturer Overconcentration and Product Line Overconcentration as determined on the Determination
Date falling in the Monthly Period for which the Allocation Percentage is being determined, and (ii) the sum of the numerators
used to calculate the allocation percentages for allocations with respect to Non-Principal Collections, Principal Collections or
the Default Amount, as applicable, for all outstanding Series on the day for which the Allocation Percentage is being determined.
For purposes of subclause (ii) of this clause (b), the Collateral Amount for the Series 2010-B Notes shall be included in the calculation
beginning on the first day of the Monthly Period that includes the Closing Date.”


 


(b)          Section
4.3 of the Series 2010-B Indenture Supplement is hereby amended to incorporate the changes to such Section shown on the marked
pages of the Series 2010-B Indenture Supplement attached hereto as Exhibit A-3.


 


SECTION 7.
 Amendments to Series 2011-1 Indenture Supplement.


 


(a)          Section
1.1 of the Series 2011-1 Indenture Supplement is amended by amending and restating clause (b) of the definition of “Allocation
Percentage” to read in its entirety as follows:


 


“(b) the denominator of
which shall be the greater of (i) the result of (x) the Aggregate Principal Receivables as of the opening of business on
the first day of the Monthly Period for which the Allocation Percentage is being determined minus (y) the sum of the aggregate
amount of each Dealer Overconcentration, Manufacturer Overconcentration and Product Line Overconcentration as determined on the
Determination Date falling in the Monthly Period for which the Allocation Percentage is being determined, and (ii) the sum of
the numerators used to calculate the allocation percentages for allocations with respect to Non-Principal Collections, Principal
Collections or the Default Amount, as applicable, for all outstanding Series on the day for which the Allocation Percentage is
being determined. For purposes of subclause (ii) of this clause (b), the Collateral Amount for the Series 2011-1 Notes shall be
included in the calculation beginning on the first day of the Monthly Period that includes the Closing Date.” 


 




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(b)          Section
4.3 of the Series 2011-1 Indenture Supplement is hereby amended to incorporate the changes to such Section shown on the marked
pages of the Series 2011-1 Indenture Supplement attached hereto as Exhibit A-4.


 


SECTION 8.  Amendments to Series 2011-A Indenture Supplement.


 


(a)          Section
1.1 of the Series 2011-A Indenture Supplement is amended by amending and restating clause (b) of the definition of “Allocation
Percentage” to read in its entirety as follows:


 


“(b) the denominator of which
shall be the greater of (i) the result of (x) the Aggregate Principal Receivables as of the opening of business on the first
day of the Monthly Period for which the Allocation Percentage is being determined minus (y) the sum of the aggregate amount
of each Dealer Overconcentration, Manufacturer Overconcentration and Product Line Overconcentration as determined on the Determination
Date falling in the Monthly Period for which the Allocation Percentage is being determined, and (ii) the sum of the numerators
used to calculate the allocation percentages for allocations with respect to Non-Principal Collections, Principal Collections or
the Default Amount, as applicable, for all outstanding Series on the day for which the Allocation Percentage is being determined.
For purposes of subclause (ii) of this clause (b), the Collateral Amount for the Series 2011-A Notes shall be included in the calculation
beginning on the first day of the Monthly Period that includes the Closing Date.”


 


(b)          Section
4.3 of the Series 2011-A Indenture Supplement is hereby amended to incorporate the changes to such Section shown on the marked
pages of the Series 2011-A Indenture Supplement attached hereto as Exhibit A-5.


 


SECTION 9.
 Amendments to Series 2012-1 Indenture Supplement.


 


(a)          Section
1.1 of the Series 2012-1 Indenture Supplement is amended by amending and restating clause (b) of the definition of “Allocation
Percentage” to read in its entirety as follows:


 


“(b) the denominator of
which shall be the greater of (i) the result of (x) the Aggregate Principal Receivables as of the opening of business on
the first day of the Monthly Period for which the Allocation Percentage is being determined minus (y) the sum of the aggregate
amount of each Dealer Overconcentration, Manufacturer Overconcentration and Product Line Overconcentration as determined on the
Determination Date falling in the Monthly Period for which the Allocation Percentage is being determined, and (ii) the sum of
the numerators used to calculate the allocation percentages for allocations with respect to Non-Principal Collections, Principal
Collections or the Default Amount, as applicable, for all outstanding Series on the day for which the Allocation Percentage is
being determined. For purposes of subclause (ii) of this clause (b), the Collateral Amount for the Series 2012-1 Notes shall be
included in the calculation beginning on the first day of the Monthly Period that includes the Closing Date.”


 




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(b)          Section
4.3 of the Series 2012-1 Indenture Supplement is hereby amended to incorporate the changes to such Section shown on the marked
pages of the Series 2012-1 Indenture Supplement attached hereto as Exhibit A-6.


 


SECTION 10.
 Amendments to Series 2012-2 Indenture Supplement.


 


(a)          Section
1.1 of the Series 2012-2 Indenture Supplement is amended by amending and restating clause (b) of the definition of “Allocation
Percentage” to read in its entirety as follows:


 


“(b) the denominator of which
shall be the greater of (i) the result of (x) the Aggregate Principal Receivables as of the opening of business on the first
day of the Monthly Period for which the Allocation Percentage is being determined minus (y) the sum of the aggregate amount
of each Dealer Overconcentration, Manufacturer Overconcentration and Product Line Overconcentration as determined on the Determination
Date falling in the Monthly Period for which the Allocation Percentage is being determined, and (ii) the sum of the numerators
used to calculate the allocation percentages for allocations with respect to Non-Principal Collections, Principal Collections or
the Default Amount, as applicable, for all outstanding Series on the day for which the Allocation Percentage is being determined.
For purposes of subclause (ii) of this clause (b), the Collateral Amount for the Series 2012-2 Notes shall be included in the calculation
beginning on the first day of the Monthly Period that includes the Closing Date.”


 


(b)          Section
4.3 of the Series 2012-2 Indenture Supplement is hereby amended to incorporate the changes to such Section shown on the marked
pages of the Series 2012-2 Indenture Supplement attached hereto as Exhibit A-7.


 


SECTION 11.  Amendments
to Series 2012-3 Indenture Supplement.


 


(a)          Section
1.1 of the Series 2012-3 Indenture Supplement is amended by amending and restating clause (b) of the definition of “Allocation
Percentage” to read in its entirety as follows:


 


“(b) the denominator of
which shall be the greater of (i) the result of (x) the Aggregate Principal Receivables as of the opening of business on
the first day of the Monthly Period for which the Allocation Percentage is being determined minus (y) the sum of the aggregate
amount of each Dealer Overconcentration, Manufacturer Overconcentration and Product Line Overconcentration as determined on the
Determination Date falling in the Monthly Period for which the Allocation Percentage is being determined, and (ii) the sum of
the numerators used to calculate the allocation percentages for allocations with respect to Non-Principal Collections, Principal
Collections or the Default Amount, as applicable, for all outstanding Series on the day for which the Allocation Percentage is
being determined. For purposes of subclause (ii) of this clause (b), the Collateral Amount for the Series 2012-3 Notes shall be
included in the calculation beginning on the first day of the Monthly Period that includes the Closing Date.”


 




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(b)          Section
4.3 of the Series 2012-3 Indenture Supplement is hereby amended to incorporate the changes to such Section shown on the marked
pages of the Series 2012-3 Indenture Supplement attached hereto as Exhibit A-8.


 


SECTION 12. 
Amendments to Series 2012-4 Indenture Supplement.


 


(a)          Section
1.1 of the Series 2012-4 Indenture Supplement is amended by amending and restating clause (b) of the definition of “Allocation
Percentage” to read in its entirety as follows:


 


“(b) the denominator of which
shall be the greater of (i) the result of (x) the Aggregate Principal Receivables as of the opening of business on the first
day of the Monthly Period for which the Allocation Percentage is being determined minus (y) the sum of the aggregate amount
of each Dealer Overconcentration, Manufacturer Overconcentration and Product Line Overconcentration as determined on the Determination
Date falling in the Monthly Period for which the Allocation Percentage is being determined, and (ii) the sum of the numerators
used to calculate the allocation percentages for allocations with respect to Non-Principal Collections, Principal Collections or
the Default Amount, as applicable, for all outstanding Series on the day for which the Allocation Percentage is being determined.
For purposes of subclause (ii) of this clause (b), the Collateral Amount for the Series 2012-4 Notes shall be included in the calculation
beginning on the first day of the Monthly Period that includes the Closing Date.”


 


(b)          Section
4.3 of the Series 2012-4 Indenture Supplement is hereby amended to incorporate the changes to such Section shown on the marked
pages of the Series 2012-4 Indenture Supplement attached hereto as Exhibit A-9.


 


SECTION 13.
 Amendments to Series 2013-VFN-1 Indenture Supplement.


 


(a)          Section
1.1 of the Series 2013-VFN-1 Indenture Supplement is amended by:


 


(i)          deleting
the words “the Payment Date falling in” in the first two instances where they appear in clause (a)(i) of the definition
of “Allocation Percentage” and substituting the words “the last day of” therefor.


 


(ii)         amending
and restating clause (b) of the definition of “Allocation Percentage” to read in its entirety as follows:


 




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“(b) the denominator of which
shall be the greater of (i) the result of (x) the Aggregate Principal Receivables as of the opening of business on the first
day of the Monthly Period for which the Allocation Percentage is being determined minus (y) the sum of the aggregate amount
of each Dealer Overconcentration, Manufacturer Overconcentration and Product Line Overconcentration as determined on the Determination
Date falling in the Monthly Period for which the Allocation Percentage is being determined, and (ii) the sum of the numerators
used to calculate the allocation percentages for allocations with respect to Non-Principal Collections, Principal Collections or
the Default Amount, as applicable, for all outstanding Series on the day for which the Allocation Percentage is being determined.
For purposes of subclause (ii) of this clause (b), the Collateral Amount for the Series 2013-VFN-1 Notes shall be included in the
calculation beginning on the first day of the Monthly Period that includes the Closing Date.”


 


(b)          Section
4.3 of the Series 2013-VFN-1 Indenture Supplement is hereby amended to incorporate the changes to such Section shown on the
marked pages of the Series 2013-VFN-1 Indenture Supplement attached hereto as Exhibit A-10.


 


SECTION 14. 
Amendments to Series 2013-VFN-2 Indenture Supplement.


 


(a)          Section
1.1 of the Series 2013-VFN-2 Indenture Supplement is amended by:


 


(i)          
deleting the words “the Payment Date falling in” in the first two instances where they appear in clause (a)(i) of the
definition of “Allocation Percentage” and substituting the words “the last day of” therefor.


 


(ii)         amending
and restating clause (b) of the definition of “Allocation Percentage” to read in its entirety as follows:


 


“(b) the denominator of which
shall be the greater of (i) the result of (x) the Aggregate Principal Receivables as of the opening of business on the first
day of the Monthly Period for which the Allocation Percentage is being determined minus (y) the sum of the aggregate amount
of each Dealer Overconcentration, Manufacturer Overconcentration and Product Line Overconcentration as determined on the Determination
Date falling in the Monthly Period for which the Allocation Percentage is being determined, and (ii) the sum of the numerators
used to calculate the allocation percentages for allocations with respect to Non-Principal Collections, Principal Collections or
the Default Amount, as applicable, for all outstanding Series on the day for which the Allocation Percentage is being determined.
For purposes of subclause (ii) of this clause (b), the Collateral Amount for the Series 2013-VFN-2 Notes shall be included in the
calculation beginning on the first day of the Monthly Period that includes the Closing Date.”


 


(b)          Section
4.3 of the Series 2013-VFN-2 Indenture Supplement is hereby amended to incorporate the changes to such Section shown on the
marked pages of the Series 2013-VFN-2 Indenture Supplement attached hereto as Exhibit A-11.


   




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SECTION 15.
Representations and Warranties. In order to induce the parties hereto to enter into this Supplement, each of the parties
hereto represents and warrants unto the other parties hereto as follows:


 


(a)          Due
Authorization, Non Contravention, etc. The execution, delivery and performance by such party of this Supplement are within
its powers, have been duly authorized by all necessary action, and do not (i) contravene its organizational documents or (ii) contravene
any contractual restriction, law or governmental regulation or court decree or order binding on or affecting it; and


 


(b)          Validity,
etc. This Supplement constitutes the legal, valid and binding obligation of such party enforceable against such party in accordance
with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights and general equitable
principles.


 


SECTION 16. 
Binding Effect; Ratification.


 


(a)          This
Supplement is dated as of the date first set forth above and shall become effective when counterparts hereof shall have been executed
and delivered by the parties hereto and thereafter shall be binding on the parties hereto and their respective successors and assigns.


 


(b)          The
Master Indenture, as supplemented hereby, remains in full force and effect and is hereby ratified and confirmed by the parties
hereto. On and after the date hereof, each reference in the Master Indenture to “this Indenture”, “hereof”,
“hereunder” or words of like import, and each reference in any other Related Document to the Indenture, shall mean
and be a reference to such Indenture, as supplemented hereby.


 


(c)          Each
Outstanding Supplement, as supplemented hereby, remains in full force and effect and is hereby ratified and confirmed by the parties
hereto. On and after the date hereof, each reference in each Outstanding Supplement to “this Indenture Supplement”,
“hereof”, “hereunder” or words of like import, and each reference in any other Related Document to any
Outstanding Supplement, shall mean and be a reference to such Outstanding Supplement, as supplemented hereby.


 


SECTION 17.
 Miscellaneous.


 


(a)          THIS
SUPPLEMENT AND THE OBLIGATIONS ARISING HEREUNDER SHALL IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE,
BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS
5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW, BUT WITHOUT REGARD TO ANY OTHER CONFLICT OF LAWS PROVISIONS THEREOF) AND ANY
APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.


 




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(b)          EACH
PARTY HERETO HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN THE BOROUGH OF MANHATTAN IN NEW YORK CITY SHALL
HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIM OR DISPUTES BETWEEN THEM PERTAINING TO THIS SUPPLEMENT OR TO ANY MATTER
ARISING OUT OF OR RELATED TO THIS SUPPLEMENT; PROVIDED, THAT EACH PARTY HERETO ACKNOWLEDGES THAT ANY APPEAL FROM THOSE COURTS
MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF THE BOROUGH OF MANHATTAN IN NEW YORK CITY; PROVIDED, FURTHER,
THAT NOTHING IN THIS SUPPLEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE THE INDENTURE TRUSTEE FROM BRINGING SUIT OR TAKING OTHER
LEGAL ACTION IN ANY OTHER JURISDICTION TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE NOTES, OR TO ENFORCE A JUDGMENT
OR OTHER COURT ORDER IN FAVOR OF THE INDENTURE TRUSTEE. EACH PARTY HERETO SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION
IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH PARTY HERETO WAIVES ANY OBJECTION THAT SUCH PARTY MAY HAVE BASED UPON
LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENTS TO THE GRANTING
OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. EACH PARTY HERETO HEREBY WAIVES PERSONAL SERVICE OF THE
SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINT AND OTHER
PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO SUCH PARTY AT ITS ADDRESS DETERMINED IN ACCORDANCE WITH SECTION
10.4 OF THE MASTER INDENTURE AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF SUCH PARTY’S ACTUAL
RECEIPT THEREOF OR THREE DAYS AFTER DEPOSIT IN THE UNITED STATES MAIL, PROPER POSTAGE PREPAID. NOTHING IN THIS SECTION SHALL AFFECT
THE RIGHT OF ANY PARTY HERETO TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.


 


(c)          BECAUSE
DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED
AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES
DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF
THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT,
OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF, CONNECTED WITH,
RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS SUPPLEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY.


   




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(d)          Headings
used herein are for convenience of reference only and shall not affect the meaning of this Supplement or any provision hereof.


 


(e)          This
Supplement may be executed in any number of counterparts, and by the parties hereto on separate counterparts, each of which when
executed and delivered shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.


 


(f)          BNY
Mellon Trust of Delaware acts solely as the Trustee hereunder and not in its individual capacity and all Persons having any claim
against the Trustee by reason of the transactions contemplated by this Supplement shall look only to the Trust Estate for payment
or satisfaction thereof.


 


(g)          Executed
counterparts of this Supplement may be delivered electronically.


 


[Signature Page Follows] 


 




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IN WITNESS WHEREOF,
the parties hereto have caused this Supplement to be duly executed as of the date first above written.


 


	 	GE DEALER FLOORPLAN MASTER NOTE TRUST
	 	 	 
	 	By:	BNY mellon trust of delaware,
	 	 	not in its individual capacity, but solely as Trustee on behalf of the Issuer
	 	 	 
	 	By:  	/s/ Kristine K. Gullo
	 	Name:	Kristine K. Gullo
	 	Title:	Vice President


  




    	S-1



    	 



    

 


	 	DEUTSCHE BANK TRUST COMPANY AMERICAS,
	 	not in its individual capacity,
	 	but solely as the Indenture Trustee
	 	 
	 	By:  	/s/ Mark Esposito
	 	Name:	Mark Esposito
	 	Title:	Assistant Vice President
	 	 	 
	 	By:  	/s/ Louis Bodi
	 	Name:	Louis Bodi
	 	Title:	Vice President


  




    	S-2



    	 



    

  


EXHIBIT A-1


 


Marked Pages of Series 2008-A Indenture
Supplement


 


[Follow on Next Page]


 




    	 	A-1	Exhibit A-1 to Supplement No. 18 to Indenture



    	 



    

 


SECTION 4.3.
Calculations and Series Allocations.


 


(a)          Allocations.
Non-Principal Collections, Principal Collections and Defaulted Receivables allocated to Series 2008-A pursuant to Article VIII
of the Indenture shall be allocated and paid as set forth in this Article IV. During any period when the Issuer is
permitted by Section 8.4 of the Indenture to make a single monthly deposit to the Collection Account, amounts allocated
to the Series 2008-A Noteholders pursuant to this Section 4.3 with respect to any Monthly Period need not be deposited
into the Collection Account, the Excess Funding Account, the
Non-Principal Account, the Principal Account or any other Series Account prior to the related Transfer Date. Notwithstanding anything
to the contrary in Section 8.4 of the Indenture or Section 4.3(b), amounts allocated to the Series 2008-A Noteholders
pursuant to Section 4.3(b), (i) may be deposited net of any amounts required to be released to the Issuer or the holders
of the Transferor Interest and, if an Originator or an Affiliate of an Originator is the Master Servicer, any amounts owed to
the Master Servicer, and (ii) shall be deposited into the Non-Principal Account (in the case of Non-Principal Collections) and
the Principal Account (in the case of Principal Collections (not including any Shared Principal Collections allocated to Series
2008-A pursuant to Section 8.5 of the Indenture)),
and are not required to be deposited to the Collection Account prior to being deposited in the applicable Series Account or other
Trust Account in accordance with Section 4.3(b). For the avoidance of doubt, any amounts required
to be released to the Issuer, to the holders of the Transferor Interest or to the Master Servicer (if an Originator or an Affiliate
of an Originator is the Master Servicer) need not be deposited into the Collection Account or any Series Account.
During any period when the Issuer is not permitted by Section 8.4 of the Indenture to make a single monthly deposit to the Collection
Account, to the extent any data needed to make the allocations described in Section 4.3(b) is not available on any Date of Processing,
the Issuer shall use the corresponding data as most recently determined or other reasonable estimate of such data until the required
data is available (which shall be no later than the Determination Date in the following Monthly Period), and to the extent that
the allocations made using such estimates results in a deposit into any Series Accounts in a different amount than would be required
using the actual data for the related Date of Processing, the Issuer shall make such adjustments as necessary so that the amounts
allocated to the Series 2008-A Noteholders are deposited into the appropriate Series Accounts in accordance with Section 4.3(b)
within two Business Days of determining that any shortfall in deposits has resulted from the related estimates, and in any event
not later than the Transfer Date following the related Monthly Period.


 


(b)          Allocations
to the Series 2008-A Noteholders. The Issuer shall, on each Date of Processing, after giving effect to allocations in respect
of Dealer Overconcentrations, Manufacturer Overconcentrations and Product Line Overconcentrations pursuant to Section 8.4
of the Indenture, allocate to the Series 2008-A Noteholders the following amounts as set forth below:


 




    	 	 	Exhibit A-1 to Supplement No. 18 to Indenture



    	 



    

 


(i)          Allocations
of Non-Principal Collections. The Issuer shall allocate to the Series 2008-A Noteholders an amount equal to the product
of (A) the Allocation Percentage and (B) the aggregate Non-Principal Collections processed on such Date of Processing and shall
deposit such amount into the Non-Principal Account; provided, that, with respect to each Monthly Period falling
in the Revolving Period (and with respect to that portion of each Monthly Period in the Controlled Amortization Period falling
on or after the day on which Principal Collections equal to the sum of the Note Principal Balance plus the Principal Overcollateralization
Amount have been allocated pursuant to Section 4.3(b)(ii) and deposited pursuant to Section 4.3(a)), Non-Principal
Collections shall be transferred into the Non-Principal Account only until such time as the aggregate
amount so deposited equals the sum of the amounts contemplated to be paid or deposited pursuant to Section 4.4(a) on the
related Transfer Date or Payment Date (the “Target Amount”); and any Non-Principal Collections allocated to
the Series 2008-A Noteholders but not deposited into the Non-Principal Account due to the operation of this proviso shall be released
to the holders of the Transferor Interest; provided, further, if on any Transfer Date the Free Equity Amount
(calculated on a pro forma basis after giving effect to any payment of principal on the Notes to be made on the following Payment
Date) is less than the Minimum Free Equity Amount after giving effect to all transfers and deposits on that Transfer
Date, the Issuer shall cause the holders of the Transferor Interest, on that Transfer Date, to deposit into the Principal Account
funds in an amount equal to the amounts of Available Non-Principal Collections that are required to be treated as Available Principal
Collections pursuant to Sections 4.4(a)(vi) and (vii) but are not available from funds in the Non-Principal Account
as a result of the operation of the preceding proviso.


 


With
respect to any Monthly Period when deposits of Non-Principal Collections into the Non-Principal Account are limited to deposits
up to the Target Amount in accordance with clause (i) above, notwithstanding such limitation: (1) “Reallocated
Principal Collections” for the related Transfer Date shall be calculated as if the full amount of Non-Principal Collections
allocated to the Series 2008-A Noteholders during that Monthly Period had been deposited in the Non-Principal Account and applied
on such Transfer Date in accordance with Section 4.4(a); and (2) Non-Principal Collections released to the holders of the
Transferor Interest pursuant to clause (i) above shall be deemed, for purposes of all calculations under this Indenture
Supplement, to have been applied to the items specified in Section 4.4(a) to which such amounts would have been applied
(and in the priority in which they would have been applied) had such amounts been available in the Non-Principal Account on such
Transfer Date. To avoid doubt, the calculations referred to in the preceding clause (2) include the calculations required
by clause (b)(ii) of the definition of Collateral Amount.


 


(ii)         Allocations
of Principal Collections. The Issuer shall allocate to the Series 2008-A Noteholders the following amounts as set forth
below:


 


(x)          Allocations
During the Revolving Period. During the Revolving Period an amount equal to the product of the Allocation Percentage
and the aggregate amount of Principal Collections processed on such Date of Processing, shall be allocated to the Series
2008-A Noteholders and first, an amount equal to the Reallocated Principal Collections for the related Transfer Date
shall be made available on that Transfer Date for application in accordance with Section 4.7, second, if any
other Principal Sharing Series is outstanding and in its accumulation period or amortization period, shall be deposited
and retained in the Principal Account for application, to the extent necessary, as Shared Principal Collections to
other Principal Sharing Series on the related Payment Date, third, shall be deposited in the Excess Funding Account to
the extent necessary so that the Free Equity Amount (calculated on a pro
forma basis after giving effect to any payment of principal on the Notes to be made on the following Payment Date) is
not less than the Minimum Free Equity Amount and the Note Trust Principal
Balance is not less than the Required Principal Balance (calculated on a pro forma basis after giving effect to any payment
of principal on the Notes to occur on or prior to the following Payment Date and any adjustment in the numerator used to
calculate the Allocation Percentages with respect to any Series in connection with a principal payment to be made on or prior
to the following Payment Date), and fourth, any remaining amounts shall be deposited and released to the
holders of the Transferor Interest; provided, however, if the allocation in this clause (ii)(x) relates
to a Monthly Period with respect to which the Partial Amortization Date will occur on the related Payment Date, and so long
as there are no Reallocated Principal Collections for the related Transfer Date and the Free Equity Amount is not less
than the Minimum Free Equity Amount, such amount of Principal Collections up to the Partial Amortization Amount shall be
allocated to the Series 2008-A Noteholders and transferred to the Principal Account and applied as set forth in Section
4.4(b), and any such amounts of Principal Collections in excess of the Partial Amortization Amount so allocated shall be first,
if any other Principal Sharing Series is outstanding and in its accumulation period or amortization period, shall
be deposited and retained in the Principal Account for application, to the extent necessary, as Shared Principal Collections
to other Principal Sharing Series on the related Payment Date, and second, any remaining amounts shall be released to
the holders of the Transferor Interest.


 




    	 	 	Exhibit A-1 to Supplement No. 18 to Indenture



    	 



    

 


(y)          Allocations
During the Controlled Amortization Period. During
the Controlled Amortization Period, an amount equal to the product of the Allocation Percentage and the aggregate amount of
Principal Collections processed on such Date of Processing shall be allocated to the Series 2008-A Noteholders and
transferred to the Principal Account until applied as provided herein; provided, that after the date on which an
amount of such Principal Collections equal to the Monthly Principal has been deposited into the Principal Account, such
amounts in excess thereof shall be first, if any other Principal Sharing Series is outstanding and in its accumulation
period or amortization period, deposited and retained in the Principal Account for application, to the extent necessary, as
Shared Principal Collections to other Principal Sharing Series on the related Payment Date, second, deposited in the
Excess Funding Account to the extent necessary so that the Free Equity Amount (calculated
on a pro forma basis after giving effect to any payment of principal on the Notes to be made on the following Payment Date) is
not less than the Minimum Free Equity Amount and the Note Trust Principal
Balance is not less than the Required Principal Balance (calculated on a pro forma basis after giving effect to any payment
of principal on the Notes to occur on or prior to the following Payment Date and any adjustment in the numerator used to
calculate the Allocation Percentages with respect to any Series in connection with a principal payment to be made on or prior
to the following Payment Date), and third, any remaining amounts shall be released to the holders of
the Transferor Interest.


 




    	 	 	Exhibit A-1 to Supplement No. 18 to Indenture



    	 



    

 


(z)          Allocations
During the Early Amortization Period. During the Early Amortization Period, an amount equal to the product of the
Allocation Percentage and the aggregate amount of Principal Collections processed on such Date of Processing shall be
allocated to the Series 2008-A Noteholders and transferred to the Principal Account until applied
as provided herein; provided, that after the date on which an amount of such Principal Collections equal to the
Monthly Principal has been deposited into the Principal Account such amounts in excess thereof shall be first, if any
other Principal Sharing Series is outstanding and in its accumulation period or amortization period, deposited and retained
in the Principal Account for application, to the extent necessary, as Shared Principal Collections to other Principal Sharing
Series on the related Payment Date, second, deposited in the Excess Funding Account to the extent necessary so that
the Free Equity Amount (calculated on a pro forma basis after giving effect to
any payment of principal on the Notes to be made on the following Payment Date) is not less than the Minimum Free
Equity Amount and the Note Trust Principal Balance is not less than the
Required Principal Balance (calculated on a pro forma basis after giving effect to any payment of principal on the Notes to
occur on or prior to the following Payment Date and any adjustment in the numerator used to calculate the Allocation
Percentages with respect to any Series in connection with a principal payment to be made on or prior to the following Payment
Date), and third, any remaining amounts shall be released to the holders of the Transferor
Interest.


 




    	 	 	Exhibit A-1 to Supplement No. 18 to Indenture



    	 



    

 


EXHIBIT A-2


 


Marked Pages of Series 2009-B Indenture
Supplement


 


[Follow on Next Page]


 




    	 	A-2	Exhibit A-2 to Supplement No. 18 to Indenture



    	 



    

 


SECTION
4.3. Calculations and Series Allocations.


 


(a)          Allocations.
Non-Principal Collections, Principal Collections and Defaulted Receivables allocated to Series 2009-B pursuant to Article VIII
of the Indenture shall be allocated and paid as set forth in this Article IV. During any period when the Issuer is
permitted by Section 8.4 of the Indenture to make a single monthly deposit to the Collection Account, amounts allocated
to the Series 2009-B Noteholders pursuant to this Section 4.3 with respect to any Monthly Period need not be deposited
into the Collection Account, the Excess Funding Account, the Non-Principal
Account, the Principal Account or any other Series Account prior to the related Transfer Date. Notwithstanding anything to the
contrary in Section 8.4 of the Indenture or Section 4.3(b), amounts allocated to the Series 2009-B Noteholders pursuant
to Section 4.3(b), (i) may be deposited net of any amounts required to be released to the Issuer or holders of the Transferor
Interest and, if an Originator or an Affiliate of an Originator is the Master Servicer, any amounts owed to the Master Servicer,
and (ii) shall be deposited into the Non-Principal Account (in the case of Non-Principal Collections) and the Principal Account
(in the case of Principal Collections (not including any Shared Principal Collections allocated to Series 2009-B pursuant to Section
8.5 of the Indenture)), and are not required to be
deposited to the Collection Account prior to being deposited in the applicable Series Account or other Trust Account in accordance
with Section 4.3(b). For the avoidance of doubt, any amounts required to be released to the Issuer, to the holders of the
Transferor Interest or to the Master Servicer (if an Originator or an Affiliate of an Originator is the Master Servicer) need
not be deposited into the Collection Account or any Series Account. During any period
when the Issuer is not permitted by Section 8.4 of the Indenture to make a single monthly deposit to the Collection Account, to
the extent any data needed to make the allocations described in Section 4.3(b) is not available on any Date of Processing, the
Issuer shall use the corresponding data as most recently determined or other reasonable estimate of such data until the required
data is available (which shall be no later than the Determination Date in the following Monthly Period), and to the extent that
the allocations made using such estimates results in a deposit into any Series Accounts in a different amount than would be required
using the actual data for the related Date of Processing, the Issuer shall make such adjustments as necessary so that the amounts
allocated to the Series 2009-B Noteholders are deposited into the appropriate Series Accounts in accordance with Section 4.3(b)
within two Business Days of determining that any shortfall in deposits has resulted from the related estimates, and in any event
not later than the Transfer Date following the related Monthly Period.


 


(b)          Allocations
to the Series 2009-B Noteholders. The Issuer shall, for each Date of Processing on or after the first day of the Monthly
Period in which the Closing Date occurs, after giving effect to allocations in respect of Dealer Overconcentrations, Manufacturer
Overconcentrations and Product Line Overconcentrations pursuant to Section 8.4 of the Indenture, allocate to the Series
2009-B Noteholders the following amounts as set forth below:


 




    	 	 	Exhibit A-2 to Supplement No. 18 to Indenture



    	 



    

 


(i)          Allocations
of Non-Principal Collections. The Issuer shall allocate to the Series 2009-B Noteholders an amount equal to the product
of (A) the Allocation Percentage and (B) the aggregate Non-Principal Collections processed on such
Date of Processing and shall deposit such amount into the Non-Principal Account; provided, that, with respect to
each Monthly Period falling in the Revolving Period (and with respect to that portion of each Monthly Period in the Controlled
Amortization Period falling on or after the day on which Principal Collections equal to the sum of the Note Principal Balance
plus the Principal Overcollateralization Amount have been allocated pursuant to Section 4.3(b)(ii) and deposited
pursuant to Section 4.3(a)), Non-Principal Collections shall be transferred into the Non-Principal Account only until such
time as the aggregate amount so deposited equals the sum of the amounts contemplated to be paid or deposited pursuant to Section
4.4(a) on the related Transfer Date or Payment Date (the “Target Amount”); and any Non-Principal Collections
allocated to the Series 2009-B Noteholders but not deposited into the Non-Principal Account due to the operation of this proviso
shall be released to the holders of the Transferor Interest; provided, further, if on any Transfer Date the Free
Equity Amount (calculated on a pro forma basis after giving effect to any payment
of principal on the Notes to be made on the following Payment Date) is less than the Minimum Free Equity Amount after
giving effect to all transfers and deposits on that Transfer Date, the Issuer shall cause the holders of the Transferor Interest,
on that Transfer Date, to deposit into the Principal Account funds in an amount equal to the amounts of Available Non-Principal
Collections that are required to be treated as Available Principal Collections pursuant to Sections 4.4(a)(vi) and (vii)
but are not available from funds in the Non-Principal Account as a result of the operation of the preceding proviso.


 


With
respect to any Monthly Period when deposits of Non-Principal Collections into the Non-Principal Account are limited to deposits
up to the Target Amount in accordance with clause (i) above, notwithstanding such limitation: (1) “Reallocated
Principal Collections” for the related Transfer Date shall be calculated as if the full amount of Non-Principal Collections
allocated to the Series 2009-B Noteholders during that Monthly Period had been deposited in the Non-Principal Account and
applied on such Transfer Date in accordance with Section 4.4(a); and (2) Non-Principal Collections released to the holders
of the Transferor Interest pursuant to clause (i) above shall be deemed, for purposes of all calculations under this Indenture
Supplement, to have been applied to the items specified in Section 4.4(a) to which such amounts would have been applied
(and in the priority in which they would have been applied) had such amounts been available in the Non-Principal Account on such
Transfer Date. To avoid doubt, the calculations referred to in the preceding clause (2) include the calculations required
by clause (b)(ii) of the definition of Collateral Amount.


 




    	 	 	Exhibit A-2 to Supplement No. 18 to Indenture



    	 



    

 


(ii)         Allocations
of Principal Collections. The Issuer shall allocate to the Series 2009-B Noteholders the following amounts as set forth
below:


 


(x)          Allocations
During the Revolving Period. During the Revolving
Period, an amount equal to the product of the Allocation Percentage and the aggregate amount of Principal Collections
processed on such Date of Processing shall be allocated to the Series 2009-B Noteholders and first, an amount equal to
the Reallocated Principal Collections for the related Transfer Date shall be made available on that Transfer Date for
application in accordance with Section 4.7, second, if any other Principal Sharing Series is outstanding and in
its accumulation period or amortization period, shall be deposited and retained in the Principal Account for application, to
the extent necessary, as Shared Principal Collections to other Principal Sharing Series on the related Payment Date, third,
shall be deposited in the Excess Funding Account to the extent necessary so that the Free Equity Amount (calculated
on a pro forma basis after giving effect to any payment of principal on the Notes to be made on the following Payment Date) is
not less than the Minimum Free Equity Amount and the Note Trust Principal
 Balance is not less than the Required Principal Balance (calculated on a pro forma basis after giving effect to any
payment of principal on the Notes to occur on or prior to the following Payment Date and any adjustment in the numerator used
to calculate the Allocation Percentages with respect to any Series in connection with a principal payment to be made on or
prior to the following Payment Date), and fourth, any remaining amounts shall be released to the holders of
the Transferor Interest.


 


(y)          Allocations
During the Controlled Amortization Period. During the Controlled Amortization Period,
an amount equal to the product of the Allocation Percentage and the aggregate amount of Principal Collections processed on
such Date of Processing shall be allocated to the Series 2009-B Noteholders and transferred to the Principal Account until
applied as provided herein; provided, that after the date on which an amount of such Principal Collections equal to
the Monthly Principal has been deposited into the Principal Account, such amounts in excess thereof shall be first, if
any other Principal Sharing Series is outstanding and in its accumulation period or amortization period, deposited and
retained in the Principal Account for application, to the extent necessary, as Shared Principal Collections to other
Principal Sharing Series on the related Payment Date, second, deposited in the Excess Funding Account to the extent
necessary so that the Free Equity Amount (calculated on a pro forma basis after
giving effect to any payment of principal on the Notes to be made on the following Payment Date) is not less than
the Minimum Free Equity Amount and the Note Trust Principal Balance is not
less than the Required Principal Balance (calculated on a pro forma basis after giving effect to any payment of principal on
the Notes to occur on or prior to the following Payment Date and any adjustment in the numerator used to calculate the
Allocation Percentages with respect to any Series in connection with a principal payment to be made on or prior to the
following Payment Date), and third, any remaining amounts shall be released to the holders of the
Transferor Interest.


 




    	 	 	Exhibit A-2 to Supplement No. 18 to Indenture



    	 



    

 


(z)          Allocations
During the Early Amortization Period. During the Early Amortization Period, an amount equal to the product of the
Allocation Percentage and the aggregate amount of Principal Collections processed on such Date of Processing shall be
allocated to the Series 2009-B Noteholders and transferred to the Principal Account until applied as provided herein; provided,
that after the date on which an amount of such Principal Collections equal to the Monthly Principal has been deposited into
the Principal Account such amounts in excess thereof shall be first, if any other Principal
Sharing Series is outstanding and in its accumulation period or amortization period, deposited and retained in the Principal
Account for application, to the extent necessary, as Shared Principal Collections to other Principal Sharing Series on the
related Payment Date, second, deposited in the Excess Funding Account to the extent necessary so that the Free Equity
Amount (calculated on a pro forma basis after giving effect to any payment of
principal on the Notes to be made on the following Payment Date) is not less than the Minimum Free Equity
Amount and the Note Trust Principal Balance is not less than the Required
Principal Balance (calculated on a pro forma basis after giving effect to any payment of principal on the Notes to occur on
or prior to the following Payment Date and any adjustment in the numerator used to calculate the Allocation Percentages with
respect to any Series in connection with a principal payment to be made on or prior to the following
Payment Date), and third, any remaining amounts shall be released to the holders of the Transferor
Interest.


 




    	 	 	Exhibit A-2 to Supplement No. 18 to Indenture



    	 



    

 


EXHIBIT A-3


 


Marked Pages of Series 2010-B Indenture
Supplement


 


[Follow on Next Page]


 




    	 	A-3	Exhibit A-3 to Supplement No. 18 to Indenture



    	 



    

 


SECTION 4.3.
Calculations and Series Allocations.


 


(a)          Allocations.
Non-Principal Collections, Principal Collections and Defaulted Receivables allocated to Series 2010-B pursuant to Article VIII
of the Indenture shall be allocated and paid as set forth in this Article IV. During any period when the Issuer is
permitted by Section 8.4 of the Indenture to make a single monthly deposit to the Collection Account, amounts allocated
to the Series 2010-B Noteholders pursuant to this Section 4.3 with respect to any Monthly Period need not be deposited
into the Collection Account, the Excess Funding Account, the Non-Principal
Account, the Principal Account or any other Series Account prior to the related Transfer Date. Notwithstanding anything to the
contrary in Section 8.4 of the Indenture or Section 4.3(b), amounts allocated to the Series 2010-B Noteholders pursuant
to Section 4.3(b), (i) may be deposited net of any amounts required to be released to the Issuer or the holders of the
Transferor Interest and, if an Originator or an Affiliate of an Originator is the Master Servicer, any amounts owed to the Master
Servicer, and (ii) shall be deposited into the Non-Principal Account (in the case of Non-Principal Collections) and the Principal
Account (in the case of Principal Collections (not including any Shared Principal Collections allocated to Series 2010-B pursuant
to Section 8.5 of the Indenture)), and are not required
to be deposited to the Collection Account prior to being deposited in the applicable Series Account or other Trust Account in
accordance with Section 4.3(b). For the avoidance of doubt, any amounts required to be released to the Issuer, to the holders
of the Transferor Interest or to the Master Servicer (if an Originator or an Affiliate of an Originator is the Master Servicer)
need not be deposited into the Collection Account or any Series Account. During
any period when the Issuer is not permitted by Section 8.4 of the Indenture to make a single monthly deposit to the Collection
Account, to the extent any data needed to make the allocations described in Section 4.3(b) is not available on any Date of Processing,
the Issuer shall use the corresponding data as most recently determined or other reasonable estimate of such data until the required
data is available (which shall be no later than the Determination Date in the following Monthly Period), and to the extent that
the allocations made using such estimates results in a deposit into any Series Accounts in a different amount than would be required
using the actual data for the related Date of Processing, the Issuer shall make such adjustments as necessary so that the amounts
allocated to the Series 2010-B Noteholders are deposited into the appropriate Series Accounts in accordance with Section 4.3(b)
within two Business Days of determining that any shortfall in deposits has resulted from the related estimates, and in any event
not later than the Transfer Date following the related Monthly Period.


 


(b)          Allocations
to the Series 2010-B Noteholders. The Issuer shall, for each Date of Processing on or after the first day of the Monthly
Period in which the Closing Date occurs, after giving effect to allocations in respect of Dealer Overconcentrations, Manufacturer
Overconcentrations and Product Line Overconcentrations pursuant to Section 8.4 of the Indenture, allocate to the Series
2010-B Noteholders the following amounts as set forth below:


 




    	 	 	Exhibit A-3 to Supplement No. 18 to Indenture



    	 



    

 


(i)          Allocations
of Non-Principal Collections. The Issuer shall allocate
to the Series 2010-B Noteholders an amount equal to the product of (A) the Allocation Percentage and (B) the aggregate Non-Principal
Collections processed on such Date of Processing and shall deposit such amount into the Non-Principal Account; provided,
that, with respect to each Monthly Period falling in the Revolving Period (and with respect to that portion of each Monthly
Period in the Controlled Amortization Period falling on or after the day on which Principal Collections equal to the sum of the
Note Principal Balance plus the Principal Overcollateralization Amount have been allocated pursuant to Section 4.3(b)(ii)
and deposited pursuant to Section 4.3(a)), Non-Principal Collections shall be transferred into the Non-Principal Account
only until such time as the aggregate amount so deposited equals the sum of the amounts contemplated to be paid or deposited pursuant
to Section 4.4(a) on the related Transfer Date or Payment Date (the “Target Amount”); and any Non-Principal
Collections allocated to the Series 2010-B Noteholders but not deposited into the Non-Principal Account due to the operation of
this proviso shall be released to the holders of the Transferor Interest; provided, further, if on any Transfer
Date the Free Equity Amount (calculated on a pro forma basis after giving effect
to any payment of principal on the Notes to be made on the following Payment Date) is less than the Minimum Free Equity
Amount after giving effect to all transfers and deposits on that Transfer Date, the Issuer shall cause the holders of the Transferor
Interest, on that Transfer Date, to deposit into the Principal Account funds in an amount equal to the amounts of Available Non-Principal
Collections that are required to be treated as Available Principal Collections pursuant to Sections 4.4(a)(vi) and (vii)
but are not available from funds in the Non-Principal Account as a result of the operation of the preceding proviso.


 


With
respect to any Monthly Period when deposits of Non-Principal Collections into the Non-Principal Account are limited to deposits
up to the Target Amount in accordance with clause (i) above, notwithstanding such limitation: (1) “Reallocated
Principal Collections” for the related Transfer Date shall be calculated as if the full amount of Non-Principal Collections
allocated to the Series 2010-B Noteholders during that Monthly Period had been deposited in the Non-Principal Account and
applied on such Transfer Date in accordance with Section 4.4(a); and (2) Non-Principal Collections released to the holders
of the Transferor Interest pursuant to clause (i) above shall be deemed, for purposes of all calculations under this Indenture
Supplement, to have been applied to the items specified in Section 4.4(a) to which such amounts would have been applied
(and in the priority in which they would have been applied) had such amounts been available in the Non-Principal Account on such
Transfer Date. To avoid doubt, the calculations referred to in the preceding clause (2) include the calculations required
by clause (b)(ii) of the definition of Collateral Amount.


 




    	 	 	Exhibit A-3 to Supplement No. 18 to Indenture



    	 



    

 


(ii)         Allocations
of Principal Collections. The Issuer shall allocate to the Series 2010-B Noteholders the following amounts as set forth
below:


 


(x)          Allocations
During the Revolving Period. During the
Revolving Period, an amount equal to the product of the Allocation Percentage and the aggregate amount of Principal
Collections processed on such Date of Processing shall be allocated to the Series 2010-B Noteholders and first, an
amount equal to the Reallocated Principal Collections for the related Transfer Date shall be made available on that Transfer
Date for application in accordance with Section 4.7, second, if any other Principal Sharing Series is
outstanding and in its accumulation period or amortization period, shall be deposited and retained in the Principal Account
for application, to the extent necessary, as Shared Principal Collections to other Principal Sharing Series on the related
Payment Date, third, shall be deposited in the Excess Funding Account to the extent necessary so that the Free Equity
Amount (calculated on a pro forma basis after giving effect to any payment of
principal on the Notes to be made on the following Payment Date) is not less than the Minimum Free Equity
Amount and the Note Trust Principal Balance  is not less than the
Required Principal Balance (calculated on a pro forma basis after giving effect to any payment of principal on the Notes to
occur on or prior to the following Payment Date and any adjustment in the numerator used to calculate the Allocation
Percentages with respect to any Series in connection with a principal payment to be made on or prior to the following Payment
Date), and fourth, any remaining amounts shall be released to the holders of the Transferor
Interest.


 


(y)          Allocations
During the Controlled Amortization Period. During the Controlled Amortization Period,
an amount equal to the product of the Allocation Percentage and the aggregate amount of Principal Collections processed on
such Date of Processing shall be allocated to the Series 2010-B Noteholders and transferred to the Principal Account until
applied as provided herein; provided, that after the date on which an amount of such Principal Collections equal to
the Monthly Principal has been deposited into the Principal Account, such amounts in excess thereof shall be first, if
any other Principal Sharing Series is outstanding and in its accumulation period or amortization period, deposited and
retained in the Principal Account for application, to the extent necessary, as Shared Principal Collections to other
Principal Sharing Series on the related Payment Date, second, deposited in the Excess Funding Account to the extent
necessary so that the Free Equity Amount (calculated on a pro forma basis after
giving effect to any payment of principal on the Notes to be made on the following Payment Date) is not less than
the Minimum Free Equity Amount and the Note Trust Principal Balance is
not less than the Required Principal Balance (calculated on a pro forma basis after giving effect to any payment of
principal on the Notes to occur on or prior to the following Payment Date and any adjustment in the numerator used to
calculate the Allocation Percentages with respect to any Series in connection with a principal payment to be made on or prior
to the following Payment Date), and third, any remaining amounts shall be released to the holders of the
Transferor Interest.


 




    	 	 	Exhibit A-3 to Supplement No. 18 to Indenture



    	 



    

 


(z)          Allocations
During the Early Amortization Period. During the Early Amortization Period, an amount equal to the product of the
Allocation Percentage and the aggregate amount of Principal Collections processed on such Date of Processing shall be
allocated to the Series 2010-B Noteholders and transferred to the Principal Account until applied as provided herein; provided,
that after the date on which an amount of such Principal Collections equal to the Monthly Principal has been deposited
into the Principal Account such amounts in excess thereof shall be first, if any other Principal Sharing Series is
outstanding and in its accumulation period or amortization period, deposited and retained in the Principal Account for
application, to the extent necessary, as Shared Principal Collections to other Principal Sharing Series on the related
Payment Date, second, deposited in the Excess Funding Account to the extent necessary so that the Free Equity Amount (calculated
on a pro forma basis after giving effect to any payment of principal on the Notes to be made on the following Payment Date) is
not less than the Minimum Free Equity Amount and the  Note Trust Principal
Balance is not less than the Required Principal Balance (calculated on a pro forma basis after giving effect to any payment
of principal on the Notes to occur on or prior to the following Payment Date and any adjustment in the numerator used to
calculate the Allocation Percentages with respect to any Series in connection with a principal payment to be made on or prior
to the following Payment Date), and third, any remaining amounts shall be released to the holders of the
Transferor Interest.


 




    	 	 	Exhibit A-3 to Supplement No. 18 to Indenture



    	 



    

 


EXHIBIT A-4


 


Marked Pages of Series 2011-1 Indenture
Supplement


 


[Follow on Next Page]


 




    	 	A-4	Exhibit A-4 to Supplement No. 18 to Indenture



    	 



    

 


SECTION
4.3. Calculations and Series Allocations.


 


(a)          Allocations.
Non-Principal Collections, Principal Collections and Defaulted Receivables allocated to Series 2011-1 pursuant to Article VIII
of the Indenture shall be allocated and paid as set forth in this Article IV. During any period when the Issuer is
permitted by Section 8.4 of the Indenture to make a single monthly deposit to the Collection Account, amounts allocated
to the Series 2011-1 Noteholders pursuant to this Section 4.3 with respect to any Monthly Period need not be deposited
into the Collection Account, the Excess Funding Account, the Non-Principal
Account, the Principal Account or any other Series Account prior to the related Transfer Date. Notwithstanding anything to the
contrary in Section 8.4 of the Indenture or Section 4.3(b), amounts allocated to the Series 2011-1 Noteholders pursuant
to Section 4.3(b), (x) may be deposited net of any amounts required to be released to the Issuer or the holders of the
Transferor Interest and, if an Originator or an Affiliate of an Originator is the Master Servicer, any amounts owed to the Master
Servicer, and (y) shall be deposited into the Non-Principal Account (in the case of Non-Principal Collections) and the Principal
Account (in the case of Principal Collections (not including any Shared Principal Collections allocated to Series 2011-1 pursuant
to Section 8.5 of the Indenture)), and are not required
to be deposited to the Collection Account prior to being deposited in the applicable Series Account or other Trust Account in
accordance with Section 4.3(b). For the avoidance of doubt, any amounts required to be released to the Issuer, to the holders
of the Transferor Interest or to the Master Servicer (if an Originator or an Affiliate of an Originator is the Master Servicer)
need not be deposited into the Collection Account or any Series Account. During
any period when the Issuer is not permitted by Section 8.4 of the Indenture to make a single monthly deposit to the Collection
Account, to the extent any data needed to make the allocations described in Section 4.3(b) is not available on any Date of Processing,
the Issuer shall use the corresponding data as most recently determined or other reasonable estimate of such data until the required
data is available (which shall be no later than the Determination Date in the following Monthly Period), and to the extent that
the allocations made using such estimates results in a deposit into any Series Accounts in a different amount than would be required
using the actual data for the related Date of Processing, the Issuer shall make such adjustments as necessary so that the amounts
allocated to the Series 2011-1 Noteholders are deposited into the appropriate Series Accounts in accordance with Section 4.3(b)
within two Business Days of determining that any shortfall in deposits has resulted from the related estimates, and in any event
not later than the Transfer Date following the related Monthly Period.


 


(b)          Allocations
to the Series 2011-1 Noteholders. The Issuer shall, on each Date of Processing on or after the first day of the Monthly Period
in which the Closing Date occurs, after giving effect to allocations in respect of Dealer Overconcentrations, Manufacturer
Overconcentrations and Product Line Overconcentrations pursuant to Section 8.4 of the Indenture, allocate to the Series
2011-1 Noteholders the following amounts as set forth below:


 




    	 	 	Exhibit A-4 to Supplement No. 18 to Indenture



    	 



    

 


(i)          Allocations
of Non-Principal Collections. The Issuer shall allocate to the Series 2011-1 Noteholders an amount equal to the product
of (A) the Allocation Percentage and (B) the aggregate Non-Principal Collections processed on such Date of Processing and shall
deposit such amount into the Non-Principal Account; provided, that, with respect to each Monthly Period falling
in the Revolving Period (and with respect to that portion of each Monthly Period in the Controlled Accumulation Period falling
on or after the day on which Principal Collections equal to the related Controlled Deposit Amount have
been allocated pursuant to Section 4.3(b)(ii) and deposited pursuant to Section 4.3(a)), Non-Principal Collections
shall be transferred into the Non-Principal Account only until such time as the aggregate amount so deposited equals the sum of
the amounts contemplated to be paid or deposited pursuant to Section 4.4(a) on the related Transfer Date or Payment Date
(the “Target Amount”); and any Non-Principal Collections allocated to the Series 2011-1 Noteholders but not
deposited into the Non-Principal Account due to the operation of this proviso shall be released to the holders of the Transferor
Interest; provided, further, if on any Transfer Date the Free Equity Amount
(calculated on a pro forma basis after giving effect to any payment of principal on the Notes to be made on the following Payment
Date) is less than the Minimum Free Equity Amount after giving effect to all transfers and deposits on that Transfer
Date, the Issuer shall cause the holders of the Transferor Interest, on that Transfer Date, to deposit into the Principal Account
funds in an amount equal to the amounts of Available Non-Principal Collections that are required to be treated as Available Principal
Collections pursuant to Sections 4.4(a)(vi) and (vii) but are not available from funds in the Non-Principal Account
as a result of the operation of the preceding proviso.


 


With
respect to any Monthly Period when deposits of Non-Principal Collections into the Non-Principal Account are limited to deposits
up to the Target Amount in accordance with clause (i) above, notwithstanding such limitation: (1) “Reallocated
Principal Collections” for the related Transfer Date shall be calculated as if the full amount of Non-Principal Collections
allocated to the Series 2011-1 Noteholders during that Monthly Period had been deposited in the Non-Principal Account and applied
on such Transfer Date in accordance with Section 4.4(a); and (2) Non-Principal Collections released to the holders of the
Transferor Interest pursuant to clause (i) above shall be deemed, for purposes of all calculations under this Indenture
Supplement, to have been applied to the items specified in Section 4.4(a) to which such amounts would have been applied
(and in the priority in which they would have been applied) had such amounts been available in the Non-Principal Account on such
Transfer Date. To avoid doubt, the calculations referred to in the preceding clause (2) include the calculations required
by clause (b)(ii) of the definition of Collateral Amount.


 


(ii)         Allocations
of Principal Collections. The Issuer shall allocate to the Series 2011-1 Noteholders the following amounts as set forth
below:


 


(x)          Allocations
During the Revolving Period. During the Revolving Period an amount equal to the
product of the Allocation Percentage and the aggregate amount of Principal Collections processed on such Date of Processing,
shall be allocated to the Series 2011-1 Noteholders and first, an amount equal to the Reallocated Principal
Collections for the related Transfer Date shall be made available on that Transfer Date for application in accordance with Section
4.7, second, if any other Principal Sharing Series is outstanding and in its accumulation period or amortization
period, shall be deposited and retained in the Principal Account for application, to the extent necessary, as Shared
Principal Collections to other Principal Sharing Series on the related Payment Date, third, shall be deposited in the
Excess Funding Account to the extent necessary so that the Free Equity Amount (calculated
on a pro forma basis after giving effect to any payment of principal on the Notes to be made on the following Payment Date) is
not less than the Minimum Free Equity Amount and the Note Trust Principal
Balance is not less than the Required Principal Balance (calculated on a pro forma basis after giving effect to any
payment of principal on the Notes to occur on or prior to the following Payment Date and any adjustment in the numerator used
to calculate the Allocation Percentages with respect to any Series in connection with a principal payment to be made on or
prior to the following Payment Date), and fourth, any remaining amounts shall be released to the holders of
the Transferor Interest.


 




    	 	 	Exhibit A-4 to Supplement No. 18 to Indenture



    	 



    

 


(y)          Allocations
During the Controlled Accumulation Period. During the Controlled Accumulation Period, an amount equal to the
product of the Allocation Percentage and the aggregate amount of Principal Collections processed on such Date of Processing
shall be allocated to the Series 2011-1 Noteholders and transferred to the Principal Account until
applied as provided herein; provided, that after the date on which an amount of such Principal Collections equal to
the Monthly Principal has been deposited into the Principal Account, such amounts in excess thereof shall be first, if
any other Principal Sharing Series is outstanding and in its accumulation period or amortization period, deposited and
retained in the Principal Account for application, to the extent necessary, as Shared Principal Collections to other
Principal Sharing Series on the related Payment Date, second, deposited in the Excess Funding Account to the extent
necessary so that the Free Equity Amount (calculated on a pro forma basis after
giving effect to any payment of principal on the Notes to be made on the following Payment Date) is not less than
the Minimum Free Equity Amount and the Note Trust Principal Balance is
not less than the Required Principal Balance (calculated on a pro forma basis after giving effect to any payment of
principal on the Notes to occur on or prior to the following Payment Date and any adjustment in the numerator used to
calculate the Allocation Percentages with respect to any Series in connection with a principal payment to be made on or prior
to the following Payment Date), and third, any remaining amounts shall be released to the holders of the
Transferor Interest.


 




    	 	 	Exhibit A-4 to Supplement No. 18 to Indenture



    	 



    

 


(z)          Allocations
During the Early Amortization Period. During the Early Amortization Period, an amount
equal to the product of the Allocation Percentage and the aggregate amount of Principal Collections processed on such Date of
Processing shall be allocated to the Series 2011-1 Noteholders and transferred to the Principal Account until applied as
provided herein; provided, that after the date on which an amount of such Principal Collections equal to the Monthly
Principal has been deposited into the Principal Account such amounts in excess thereof shall be first, if any other Principal
Sharing Series is outstanding and in its accumulation period or amortization period, deposited and retained in the Principal
Account for application, to the extent necessary, as Shared Principal Collections to other Principal Sharing Series on the
related Payment Date, and second, deposited in the Excess Funding Account to the extent necessary so that the Free Equity
Amount (calculated on a pro forma basis after giving effect to any payment of
principal on the Notes to be made on the following Payment Date) is not less than the Minimum Free Equity
Amount and the Note Trust Principal Balance is not less than the
Required Principal Balance (calculated on a pro forma basis after giving effect to any payment of principal on the Notes to
occur on or prior to the following Payment Date and any adjustment in the numerator used to calculate the
Allocation Percentages with respect to any Series in connection with a principal payment to be made on or prior to the
following Payment Date), and third, any remaining amounts shall be released to the holders of the Transferor
Interest.


 




    	 	 	Exhibit A-4 to Supplement No. 18 to Indenture



    	 



    

 


EXHIBIT A-5


 


Marked Pages of Series 2011-A Indenture
Supplement


 


[Follow on Next Page]




    	 	A-5	Exhibit A-5 to Supplement No. 18 to Indenture



    	 



    

 


SECTION 4.3.
Calculations and Series Allocations.


 


(a)          Allocations.
Non-Principal Collections, Principal Collections and Defaulted Receivables allocated to Series 2011-A
pursuant to Article VIII of the Indenture shall be allocated and paid as set forth in this Article IV. During any
period when the Issuer is permitted by Section 8.4 of the Indenture to make a single monthly deposit to the Collection
Account, amounts allocated to the Series 2011-A Noteholders pursuant to this Section 4.3 with respect to any Monthly Period
need not be deposited into the Collection Account, the Excess Funding Account, the
Non-Principal Account, the Principal Account or any other Series Account prior to the related Transfer Date. Notwithstanding anything
to the contrary in Section 8.4 of the Indenture or Section 4.3(b), amounts allocated to the Series 2011-A Noteholders
pursuant to Section 4.3(b), (i) may be deposited net of any amounts required to be released to the Issuer or the holders
of the Transferor Interest and, if an Originator or an Affiliate of an Originator is the Master Servicer, any amounts owed to
the Master Servicer, and (ii) shall be deposited into the Non-Principal Account (in the case of Non-Principal Collections) and
the Principal Account (in the case of Principal Collections (not including any Shared Principal Collections allocated to Series
2011-A pursuant to Section 8.5 of the Indenture)),
and are not required to be deposited to the Collection Account prior to being deposited in the applicable Series Account or other
Trust Account in accordance with Section 4.3(b). For the avoidance of doubt, any amounts required to be released to the
Issuer, to the holders of the Transferor Interest or to the Master Servicer (if an Originator or an Affiliate of an Originator
is the Master Servicer) need not be deposited into the Collection Account or any Series Account.
During any period when the Issuer is not permitted by Section 8.4 of the Indenture to make a single monthly deposit to the Collection
Account, to the extent any data needed to make the allocations described in Section 4.3(b) is not available on any Date of Processing,
the Issuer shall use the corresponding data as most recently determined or other reasonable estimate of such data until the required
data is available (which shall be no later than the Determination Date in the following Monthly Period), and to the extent that
the allocations made using such estimates results in a deposit into any Series Accounts in a different amount than would be required
using the actual data for the related Date of Processing, the Issuer shall make such adjustments as necessary so that the amounts
allocated to the Series 2011-A Noteholders are deposited into the appropriate Series Accounts in accordance with Section 4.3(b)
within two Business Days of determining that any shortfall in deposits has resulted from the related estimates, and in any event
not later than the Transfer Date following the related Monthly Period


 


(b)          Allocations
to the Series 2011-A Noteholders. The Issuer shall, for each Date of Processing on or after the first day of the Monthly Period
in which the Closing Date occurs, after giving effect to allocations in respect of Dealer Overconcentrations, Manufacturer Overconcentrations
and Product Line Overconcentrations pursuant to Section 8.4 of the Indenture, allocate to the Series 2011-A Noteholders
the following amounts as set forth below:


 




    	 	 	Exhibit A-5 to Supplement No. 18 to Indenture



    	 



    

 


(i)          Allocations
of Non-Principal Collections. The Issuer shall allocate to the Series 2011-A Noteholders an amount equal to the product
of (A) the Allocation Percentage and (B) the aggregate Non-Principal Collections processed on such Date of Processing and shall
deposit such amount into the Non-Principal Account; provided, that, with respect to each Monthly Period falling
in the Revolving Period (and with respect to that portion of each Monthly Period in the Controlled Amortization Period falling
on or after the day on which Principal Collections equal to the sum of the Note Principal Balance plus the Principal Overcollateralization
Amount have been allocated pursuant to Section 4.3(b)(ii) and deposited pursuant to Section 4.3(a)), Non-Principal
Collections shall be transferred into the Non-Principal Account only until such time as the aggregate amount so deposited equals
the sum of the amounts contemplated to be paid or deposited pursuant to Section 4.4(a) on the related Transfer Date or
Payment Date (the “Target Amount”); and any Non-Principal Collections allocated to the Series 2011-A Noteholders
but not deposited into the Non-Principal Account due to the operation of this proviso shall be released to the holders of the
Transferor Interest; provided, further, if on any Transfer Date the Free Equity Amount
(calculated on a pro forma basis after giving effect to any payment of principal on the Notes to be made on the following Payment
Date) is less than the Minimum Free Equity Amount after giving effect to all transfers and deposits on that Transfer
Date, the Issuer shall cause the holders of the Transferor Interest, on that Transfer Date, to deposit into the Principal Account
funds in an amount equal to the amounts of Available Non-Principal Collections that are required to be treated as Available Principal
Collections pursuant to Sections 4.4(a)(vi) and (vii) but are not available from funds in the Non-Principal Account
as a result of the operation of the preceding proviso.


 


With
respect to any Monthly Period when deposits of Non-Principal Collections into the Non-Principal Account are limited to deposits
up to the Target Amount in accordance with clause (i) above, notwithstanding such limitation: (1) “Reallocated
Principal Collections” for the related Transfer Date shall be calculated as if the full amount of Non-Principal Collections
allocated to the Series 2011-A Noteholders during that Monthly Period had been deposited in the Non-Principal Account and applied
on such Transfer Date in accordance with Section 4.4(a); and (2) Non-Principal Collections released to the holders of the
Transferor Interest pursuant to clause (i) above shall be deemed, for purposes of all calculations under this Indenture
Supplement, to have been applied to the items specified in Section 4.4(a) to which such amounts would have been applied
(and in the priority in which they would have been applied) had such amounts been available in the Non-Principal Account on such
Transfer Date. To avoid doubt, the calculations referred to in the preceding clause (2) include the calculations required
by clause (b)(ii) of the definition of Collateral Amount.


 




    	 	 	Exhibit A-5 to Supplement No. 18 to Indenture



    	 



    

 


(ii)         Allocations
of Principal Collections. The Issuer shall allocate to the Series 2011-A Noteholders the following amounts as set forth
below:


 


(x)          Allocations
During the Revolving Period. During the Revolving Period, an amount equal to the
product of the Allocation Percentage and the aggregate amount of Principal Collections processed on such Date of Processing
shall be allocated to the Series 2011-A Noteholders and first, retained in the Principal Account for application, to
the extent necessary, as Optional Amortization Amounts (after giving effect to any unrestricted funds of the Issuer or the
Transferor that are designated (in their sole discretion) to the Optional Amortization Amount), second, an amount
equal to the Reallocated Principal Collections for the related Transfer Date shall be made available on that Transfer Date
for application in accordance with Section 4.7, third, if any other Principal Sharing Series is outstanding and
in its accumulation period or amortization period, shall be deposited and retained in the Principal Account for application,
to the extent necessary, as Shared Principal Collections to other Principal Sharing Series on the related Payment Date, fourth,
shall be deposited in the Excess Funding Account to the extent necessary so that the Free Equity Amount (calculated
on a pro forma basis after giving effect to any payment of principal on the Notes to be made on the following Payment Date) is
not less than the Minimum Free Equity Amount and the Note Trust Principal
Balance is not less than the Required Principal Balance (calculated on a pro forma basis after giving effect to any
payment of principal on the Notes to occur on or prior to the following Payment Date and any adjustment in the numerator used
to calculate the Allocation Percentages with respect to any Series in connection with a principal payment to be made on or
prior to the following Payment Date), and fifth, any remaining amounts shall be released to the holders of
the Transferor Interest.


 


(y)          Allocations
During the Controlled Amortization Period. During the Controlled Amortization Period,
an amount equal to the product of the Allocation Percentage and the aggregate amount of Principal Collections processed on
such Date of Processing shall be allocated to the Series 2011-A Noteholders and transferred to the Principal Account first,
for application, to the extent necessary, as Optional Amortization Amounts (after giving effect to any unrestricted funds of
the Issuer or the Transferor that are designated (in their sole discretion) to the Optional Amortization Amount) and second,
for application as otherwise provided herein; provided, that after the date on which an amount of such Principal
Collections equal to the Monthly Principal has been deposited into the Principal Account, such amounts in excess thereof
shall be first, if any other Principal Sharing Series is outstanding and in its accumulation period or amortization
period, deposited and retained in the Principal Account for application, to the extent necessary, as Shared Principal
Collections to other Principal Sharing Series on the related Payment Date, second, deposited in the Excess Funding
Account to the extent necessary so that the Free Equity Amount (calculated on a
pro forma basis after giving effect to any payment of principal on the Notes to be made on the following Payment Date) is
not less than the Minimum Free Equity Amount and the Note Trust Principal
Balance is not less than the Required Principal Balance (calculated on a pro forma basis after giving effect to any
payment of principal on the Notes to occur on or prior to the following Payment Date and any adjustment in the numerator used
to calculate the Allocation Percentages with respect to any Series in connection with a principal payment to be made on or
prior to the following Payment Date), and third, any remaining amounts shall be released to the holders of
the Transferor Interest.


 




    	 	 	Exhibit A-5 to Supplement No. 18 to Indenture



    	 



    

 


(z)          Allocations
During the Early Amortization Period and the Special Amortization Period. During the
Early Amortization Period and any Special Amortization Period, an amount equal to the product of the Allocation Percentage
and the aggregate amount of Principal Collections processed on such Date of Processing shall be allocated to the Series
2011-A Noteholders and transferred to the Principal Account until applied as provided herein; provided, that after the
date on which an amount of such Principal Collections equal to the Monthly Principal has been deposited into the Principal
Account such amounts in excess thereof shall be first, if any other Principal Sharing Series is outstanding and in its
accumulation period or amortization period, deposited and retained in the Principal Account for application, to the extent
necessary, as Shared Principal Collections to other Principal Sharing Series on the related Payment Date, second,
deposited in the Excess Funding Account to the extent necessary so that the Free Equity Amount (calculated
on a pro forma basis after giving effect to any payment of principal on the Notes to be made on the following Payment Date) is
not less than the Minimum Free Equity Amount and the Note Trust Principal
Balance is not less than the Required Principal Balance (calculated on a pro forma basis after giving effect to any
payment of principal on the Notes to occur on or prior to the following Payment Date and any adjustment in the numerator used
to calculate the Allocation Percentages with respect to any Series in connection with a principal payment to be made on or
prior to the following Payment Date), and third, any remaining amounts shall be released to the holders of
the Transferor Interest.


 




    	 	 	Exhibit A-5 to Supplement No. 18 to Indenture



    	 



    

 


EXHIBIT A-6


 


Marked Pages
of Series 2012-1 Indenture Supplement


 


[Follow on Next
Page]




    	 	A-6	Exhibit A-6 to Supplement No. 18 to Indenture



    	 



    

 


SECTION
4.3. Calculations and Series Allocations.


 


(a)          Allocations.
Non-Principal Collections, Principal Collections and Defaulted Receivables allocated to Series 2012-1 pursuant to Article VIII
of the Indenture shall be allocated and paid as set forth in this Article IV. During any period when the Issuer is
permitted by Section 8.4 of the Indenture to make a single monthly deposit to the Collection Account, amounts allocated
to the Series 2012-1 Noteholders pursuant to this Section 4.3 with respect to any Monthly Period need not be deposited
into the Collection Account, the Excess Funding Account, the Non-Principal
Account, the Principal Account or any other Series Account prior to the related Transfer Date. Notwithstanding anything to the
contrary in Section 8.4 of the Indenture or Section 4.3(b), amounts allocated to the Series 2012-1 Noteholders pursuant
to Section 4.3(b), (x) may be deposited net of any amounts required to be released to the Issuer or holders of the Transferor
Interest and, if an Originator or an Affiliate of an Originator is the Master Servicer, any amounts owed to the Master Servicer,
and (y) shall be deposited into the Non-Principal Account (in the case of Non-Principal Collections) and the Principal Account
(in the case of Principal Collections (not including any Shared Principal Collections allocated to Series 2012-1 pursuant to Section
8.5 of the Indenture)), and are not required to be
deposited to the Collection Account prior to being deposited in the applicable Series Account or other Trust Account in accordance
with Section 4.3(b). For the avoidance of doubt, any amounts required to be released to the Issuer, to the holders of the
Transferor Interest or to the Master Servicer (if an Originator or an Affiliate of an Originator is the Master Servicer) need
not be deposited into the Collection Account or any Series Account. During any period
when the Issuer is not permitted by Section 8.4 of the Indenture to make a single monthly deposit to the Collection Account, to
the extent any data needed to make the allocations described in Section 4.3(b) is not available on any Date of Processing, the
Issuer shall use the corresponding data as most recently determined or other reasonable estimate of such data until the required
data is available (which shall be no later than the Determination Date in the following Monthly Period), and to the extent that
the allocations made using such estimates results in a deposit into any Series Accounts in a different amount than would be required
using the actual data for the related Date of Processing, the Issuer shall make such adjustments as necessary so that the amounts
allocated to the Series 2012-1 Noteholders are deposited into the appropriate Series Accounts in accordance with Section 4.3(b)
within two Business Days of determining that any shortfall in deposits has resulted from the related estimates, and in any event
not later than the Transfer Date following the related Monthly Period.


 


(b)          Allocations
to the Series 2012-1 Noteholders. The Issuer shall, on each Date of Processing on or after the first day of the Monthly Period
in which the Closing Date occurs, after giving effect to allocations in respect of Dealer Overconcentrations, Manufacturer Overconcentrations
and Product Line Overconcentrations pursuant to Section 8.4 of the Indenture, allocate to the Series 2012-1 Noteholders
the following amounts as set forth below:


 




    	 	 	Exhibit A-6 to Supplement No. 18 to Indenture



    	 



    

 


(i)          Allocations
of Non-Principal Collections. The Issuer shall allocate to the Series 2012-1 Noteholders an amount equal to the product
of (A) the Allocation Percentage and (B) the aggregate Non-Principal Collections processed on such Date of Processing and shall
deposit such amount into the Non-Principal Account; provided, that, with respect to each Monthly Period falling
in the Revolving Period (and with respect to that portion of each Monthly Period in the Controlled Accumulation Period falling
on or after the day on which Principal Collections equal to the related Controlled Deposit Amount have been allocated pursuant
to Section 4.3(b)(ii) and deposited pursuant to Section 4.3(a)), Non-Principal Collections shall be transferred
into the Non-Principal Account only until such time as the aggregate amount so deposited equals the sum of the amounts contemplated
to be paid or deposited pursuant to Section 4.4(a) on the related Transfer Date or Payment Date (the “Target Amount”);
and any Non-Principal Collections allocated to the Series 2012-1 Noteholders but not deposited into the Non-Principal Account
due to the operation of this proviso shall be released to the holders of the Transferor Interest; provided, further,
if on any Transfer Date the Free Equity Amount (calculated on a pro forma basis
after giving effect to any payment of principal on the Notes to be made on the following Payment Date) is less than
the Minimum Free Equity Amount after giving effect to all transfers and deposits on that Transfer Date, the Issuer shall cause
the holders of the Transferor Interest, on that Transfer Date, to deposit into the Principal Account funds in an amount equal
to the amounts of Available Non-Principal Collections that are required to be treated as Available Principal Collections pursuant
to Sections 4.4(a)(vi) and (vii) but are not available from funds in the Non-Principal Account as a result of the
operation of the preceding proviso.


 


With
respect to any Monthly Period when deposits of Non-Principal Collections into the Non-Principal Account are limited to deposits
up to the Target Amount in accordance with clause (i) above, notwithstanding such limitation: (1) “Reallocated
Principal Collections” for the related Transfer Date shall be calculated as if the full amount of Non-Principal Collections
allocated to the Series 2012-1 Noteholders during that Monthly Period had been deposited in the Non-Principal Account and applied
on such Transfer Date in accordance with Section 4.4(a); and (2) Non-Principal Collections released to the holders of the
Transferor Interest pursuant to clause (i) above shall be deemed, for purposes of all calculations under this Indenture
Supplement, to have been applied to the items specified in Section 4.4(a) to which such amounts would have been applied
(and in the priority in which they would have been applied) had such amounts been available in the Non-Principal Account on such
Transfer Date. To avoid doubt, the calculations referred to in the preceding clause (2) include the calculations required
by clause (b)(ii) of the definition of Collateral Amount.


 


(ii)         Allocations
of Principal Collections. The Issuer shall allocate to the Series 2012-1 Noteholders the following amounts as set forth
below:


 


(x)          Allocations
During the Revolving Period. During the Revolving Period an amount equal to the
product of the Allocation Percentage and the aggregate amount of Principal Collections processed on such Date of Processing,
shall be allocated to the Series 2012-1 Noteholders and first, an amount equal to the Reallocated Principal
Collections for the related Transfer Date shall be made available on that Transfer Date for application in accordance with Section
4.7, second, if any other Principal Sharing Series is outstanding and in its accumulation period or amortization
period, shall be deposited and retained in the Principal Account for application, to the extent necessary, as Shared
Principal Collections to other Principal Sharing Series on the related Payment Date, third, shall be deposited in the
Excess Funding Account to the extent necessary so that the Free Equity Amount (calculated
on a pro forma basis after giving effect to any payment of principal on the Notes to be made on the following Payment Date) is
not less than the Minimum Free Equity Amount and the Note Trust Principal
Balance is not less than the Required Principal Balance (calculated on a pro forma basis after giving effect to any
payment of principal on the Notes to occur on or prior to the following Payment Date and any adjustment in the numerator used
to calculate the Allocation Percentages with respect to any Series in connection with a principal payment to be made on or
prior to the following Payment Date), and fourth, any remaining amounts shall be released to the holders of
the Transferor Interest.


 




    	 	 	Exhibit A-6 to Supplement No. 18 to Indenture



    	 



    

 


(y)          Allocations
During the Controlled Accumulation Period. During the Controlled Accumulation Period,
an amount equal to the product of the Allocation Percentage and the aggregate amount of Principal Collections processed on
such Date of Processing shall be allocated to the Series 2012-1 Noteholders and transferred to the Principal Account until
applied as provided herein; provided, that after the date on which an amount of such Principal Collections equal to
the Monthly Principal has been deposited into the Principal Account, such amounts in excess thereof shall be first, if
any other Principal Sharing Series is outstanding and in its accumulation period or amortization period, deposited and
retained in the Principal Account for application, to the extent necessary, as Shared Principal Collections to other
Principal Sharing Series on the related Payment Date, second, deposited in the Excess Funding Account to the extent
necessary so that the Free Equity Amount (calculated on a pro forma basis after
giving effect to any payment of principal on the Notes to be made on the following Payment Date) is not less than
the Minimum Free Equity Amount and the Note Trust Principal Balance is
not less than the Required Principal Balance (calculated on a pro forma basis after giving effect to any payment of
principal on the Notes to occur on or prior to the following Payment Date and any adjustment in the numerator used to
calculate the Allocation Percentages with respect to any Series in connection with a principal payment to be made on or prior
to the following Payment Date), and third, any remaining amounts shall be released to the holders of the
Transferor Interest.


 




    	 	 	Exhibit A-6 to Supplement No. 18 to Indenture



    	 



    

 


(z)          Allocations
During the Early Amortization Period. During the Early Amortization Period, an amount
equal to the product of the Allocation Percentage and the aggregate amount of Principal Collections processed on such Date of
Processing shall be allocated to the Series 2012-1 Noteholders and transferred to the Principal Account until applied as
provided herein; provided, that after the date on which an amount of such Principal Collections equal to the Monthly
Principal has been deposited into the Principal Account such amounts in excess thereof shall be first, if any other Principal
Sharing Series is outstanding and in its accumulation period or amortization period, deposited and retained in the Principal
Account for application, to the extent necessary, as Shared Principal Collections to other Principal Sharing Series on the
related Payment Date, second, deposited in the Excess Funding Account to the extent necessary so that the Free Equity Amount (calculated
on a pro forma basis after giving effect to any payment of principal on the Notes to be made on the following Payment Date) is
not less than the Minimum Free Equity Amount and the  Note Trust Principal
Balance is not less than the Required Principal Balance (calculated on a pro forma basis after giving effect to any
payment of principal on the Notes to occur on or prior to the following Payment Date and any adjustment in the numerator used
to calculate the Allocation Percentages with respect to any Series in connection with a principal payment to be made on or
prior to the following Payment Date), and third, any remaining amounts shall be released to the holders of the
Transferor Interest.


 




    	 	 	Exhibit A-6 to Supplement No. 18 to Indenture



    	 



    

  


EXHIBIT A-7


 


Marked Pages
of Series 2012-2 Indenture Supplement


 


[Follow on Next
Page]


 




    	 	A-7	Exhibit
                                                                                                                                                                                                                                                                                                                                                                                   A-7
                                                                                                                                                                                                                                                                                                                                                                                   to
                                                                                                                                                                                                                                                                                                                                                                                   Supplement
                                                                                                                                                                                                                                                                                                                                                                                   No.
                                                                                                                                                                                                                                                                                                                                                                                   18
                                                                                                                                                                                                                                                                                                                                                                                   to
                                                                                                                                                                                                                                                                                                                                                                                   Indenture



    	 



    

 


SECTION
4.3. Calculations and Series Allocations.


 


(a)          Allocations.
Non-Principal Collections, Principal Collections and Defaulted Receivables allocated to Series 2012-2 pursuant to Article VIII
of the Indenture shall be allocated and paid as set forth in this Article IV. During any period when the Issuer is
permitted by Section 8.4 of the Indenture to make a single monthly deposit to the Collection Account, amounts allocated
to the Series 2012-2 Noteholders pursuant to this Section 4.3 with respect to any Monthly Period need not be deposited
into the Collection Account, the Excess Funding Account, the Non-Principal
Account, the Principal Account or any other Series Account prior to the related Transfer Date. Notwithstanding anything to the
contrary in Section 8.4 of the Indenture or Section 4.3(b), amounts allocated to the Series 2012-2 Noteholders pursuant
to Section 4.3(b), (x) may be deposited net of any amounts required to be released to the Issuer or the holders of the
Transferor Interest and, if an Originator or an Affiliate of an Originator is the Master Servicer, any amounts owed to the Master
Servicer, and (y) shall be deposited into the Non-Principal Account (in the case of Non-Principal Collections) and the Principal
Account (in the case of Principal Collections (not including any Shared Principal Collections allocated to Series 2012-2 pursuant
to Section 8.5 of the Indenture)), and are not required
to be deposited to the Collection Account prior to being deposited in the applicable Series Account or other Trust Account in
accordance with Section 4.3(b). For the avoidance of doubt, any amounts required to be released to the Issuer, to the holders
of the Transferor Interest or to the Master Servicer (if an Originator or an Affiliate of an Originator is the Master Servicer)
need not be deposited into the Collection Account or any Series Account. During
any period when the Issuer is not permitted by Section 8.4 of the Indenture to make a single monthly deposit to the Collection
Account, to the extent any data needed to make the allocations described in Section 4.3(b) is not available on any Date of Processing,
the Issuer shall use the corresponding data as most recently determined or other reasonable estimate of such data until the required
data is available (which shall be no later than the Determination Date in the following Monthly Period), and to the extent that
the allocations made using such estimates results in a deposit into any Series Accounts in a different amount than would be required
using the actual data for the related Date of Processing, the Issuer shall make such adjustments as necessary so that the amounts
allocated to the Series 2012-2 Noteholders are deposited into the appropriate Series Accounts in accordance with Section 4.3(b)
within two Business Days of determining that any shortfall in deposits has resulted from the related estimates, and in any event
not later than the Transfer Date following the related Monthly Period.


 


(b)          Allocations
to the Series 2012-2 Noteholders. The Issuer shall, on each Date of Processing on or after the first day of the Monthly Period
in which the Closing Date occurs, after giving effect to allocations in respect of Dealer Overconcentrations, Manufacturer Overconcentrations
and Product Line Overconcentrations pursuant to Section 8.4 of the Indenture, allocate to the Series 2012-2 Noteholders
the following amounts as set forth below:


 




    	 	 	Exhibit
                                                                                                                                                                                                                                                                                                         A-7
                                                                                                                                                                                                                                                                                                         to
                                                                                                                                                                                                                                                                                                         Supplement
                                                                                                                                                                                                                                                                                                         No.
                                                                                                                                                                                                                                                                                                         18
                                                                                                                                                                                                                                                                                                         to
                                                                                                                                                                                                                                                                                                         Indenture



    	 



    

 


(i)          Allocations
of Non-Principal Collections. The Issuer shall allocate to the Series 2012-2 Noteholders an amount equal to the product
of (A) the Allocation Percentage and (B) the aggregate Non-Principal Collections processed on such Date of Processing and shall
deposit such amount into the Non-Principal Account; provided, that, with respect to each Monthly Period falling
in the Revolving Period (and with respect to that portion of each Monthly Period in the Controlled Accumulation Period falling
on or after the day on which Principal Collections equal to the related Controlled Deposit Amount have been allocated pursuant
to Section 4.3(b)(ii) and deposited pursuant to Section 4.3(a)), Non-Principal Collections shall be transferred
into the Non-Principal Account only until such time as the aggregate amount so deposited equals the sum of the amounts contemplated
to be paid or deposited pursuant to Section 4.4(a) on the related Transfer Date or Payment Date (the “Target Amount”);
and any Non-Principal Collections allocated to the Series 2012-2 Noteholders but not deposited into the Non-Principal Account
due to the operation of this proviso shall be released to the holders of the Transferor Interest; provided, further,
if on any Transfer Date the Free Equity Amount (calculated on a pro forma basis
after giving effect to any payment of principal on the Notes to be made on the following Payment Date) is less than
the Minimum Free Equity Amount after giving effect to all transfers and deposits on that Transfer Date, the Issuer shall cause
the holders of the Transferor Interest, on that Transfer Date, to deposit into the Principal Account funds in an amount equal
to the amounts of Available Non-Principal Collections that are required to be treated as Available Principal Collections pursuant
to Sections 4.4(a)(vi) and (vii) but are not available from funds in the Non-Principal Account as a result of the
operation of the preceding proviso.


 


With
respect to any Monthly Period when deposits of Non-Principal Collections into the Non-Principal Account are limited to deposits
up to the Target Amount in accordance with clause (i) above, notwithstanding such limitation: (1) “Reallocated
Principal Collections” for the related Transfer Date shall be calculated as if the full amount of Non-Principal Collections
allocated to the Series 2012-2 Noteholders during that Monthly Period had been deposited in the Non-Principal Account and applied
on such Transfer Date in accordance with Section 4.4(a); and (2) Non-Principal Collections released to the holders of the
Transferor Interest pursuant to clause (i) above shall be deemed, for purposes of all calculations under this Indenture
Supplement, to have been applied to the items specified in Section 4.4(a) to which such amounts would have been applied
(and in the priority in which they would have been applied) had such amounts been available in the Non-Principal Account on such
Transfer Date. To avoid doubt, the calculations referred to in the preceding clause (2) include the calculations required
by clause (b)(ii) of the definition of Collateral Amount.


 


(ii)         Allocations
of Principal Collections. The Issuer shall allocate to the Series 2012-2 Noteholders the following amounts as set forth
below:


  


(x)          Allocations
During the Revolving Period. During the Revolving Period an amount equal to the
product of the Allocation Percentage and the aggregate amount of Principal Collections processed on such Date of Processing,
shall be allocated to the Series 2012-2 Noteholders and first, an amount equal to the Reallocated Principal
Collections for the related Transfer Date shall be made available on that Transfer Date for application in accordance with Section
4.7, second, if any other Principal Sharing Series is outstanding and in its accumulation period or amortization
period, shall be deposited and retained in the Principal Account for application, to the extent necessary, as Shared
Principal Collections to other Principal Sharing Series on the related Payment Date, third, shall be deposited in the
Excess Funding Account to the extent necessary so that the Free Equity Amount (calculated
on a pro forma basis after giving effect to any payment of principal on the Notes to be made on the following Payment Date) is
not less than the Minimum Free Equity Amount and the Note Trust Principal
Balance is not less than the Required Principal Balance (calculated on a pro forma basis after giving effect to any
payment of principal on the Notes to occur on or prior to the following Payment Date and any adjustment in the numerator used
to calculate the Allocation Percentages with respect to any Series in connection with a principal payment to be made on or
prior to the following Payment Date), and fourth, any remaining amounts shall be released to the holder of
the Transferor Interest.


 






    	 	 	Exhibit
                                                                                                                                                                                                                                                                                                         A-7
                                                                                                                                                                                                                                                                                                         to
                                                                                                                                                                                                                                                                                                         Supplement
                                                                                                                                                                                                                                                                                                         No.
                                                                                                                                                                                                                                                                                                         18
                                                                                                                                                                                                                                                                                                         to
                                                                                                                                                                                                                                                                                                         Indenture



    	 



    

 


(y)          Allocations
During the Controlled Accumulation Period. During the Controlled Accumulation Period,
an amount equal to the product of the Allocation Percentage and the aggregate amount of Principal Collections processed on
such Date of Processing shall be allocated to the Series 2012-2 Noteholders and transferred to the Principal Account until
applied as provided herein; provided, that after the date on which an amount of such Principal Collections equal to
the Monthly Principal has been deposited into the Principal Account, such amounts in excess thereof shall be first, if
any other Principal Sharing Series is outstanding and in its accumulation period or amortization period, deposited and
retained in the Principal Account for application, to the extent necessary, as Shared Principal Collections to other
Principal Sharing Series on the related Payment Date, second, deposited in the Excess Funding Account to the extent
necessary so that the Free Equity Amount (calculated on a pro forma basis after
giving effect to any payment of principal on the Notes to be made on the following Payment Date) is not less than
the Minimum Free Equity Amount and the Note Trust Principal Balance is
not less than the Required Principal Balance (calculated on a pro forma basis after giving effect to any payment of
principal on the Notes to occur on or prior to the following Payment Date and any adjustment in the numerator used to
calculate the Allocation Percentages with respect to any Series in connection with a principal payment to be made on or prior
to the following Payment Date), and third, any remaining amounts shall be released to the holders of the
Transferor Interest.


 








(z)          Allocations
During the Early Amortization Period. During the Early Amortization Period, an amount
equal to the product of the Allocation Percentage and the aggregate amount of Principal Collections processed on such Date of
Processing shall be allocated to the Series 2012-2 Noteholders and transferred to the Principal Account until applied as
provided herein; provided, that after the date on which an amount of such Principal Collections equal to the Monthly
Principal has been deposited into the Principal Account such amounts in excess thereof shall be first, if any other Principal
Sharing Series is outstanding and in its accumulation period or amortization period, deposited and retained in the Principal
Account for application, to the extent necessary, as Shared Principal Collections to other Principal Sharing Series on the
related Payment Date, second, deposited in the Excess Funding Account to the extent necessary so that the Free Equity Amount (calculated
on a pro forma basis after giving effect to any payment of principal on the Notes to be made on the following Payment Date) is
not less than the Minimum Free Equity Amount and the Note Trust Principal
Balance is not less than the Required Principal Balance (calculated on a pro forma basis after giving effect to any
payment of principal on the Notes to occur on or prior to the following Payment Date and any adjustment in the numerator used
to calculate the Allocation Percentages with respect to any Series in connection with a principal payment to be made on or
prior to the following Payment Date), and third, any remaining amounts shall be released to the holders of the
Transferor Interest.


 




    	 	 	Exhibit
                                                                                                                                                                                                                                                                                                         A-7
                                                                                                                                                                                                                                                                                                         to
                                                                                                                                                                                                                                                                                                         Supplement
                                                                                                                                                                                                                                                                                                         No.
                                                                                                                                                                                                                                                                                                         18
                                                                                                                                                                                                                                                                                                         to
                                                                                                                                                                                                                                                                                                         Indenture



    	 



    

 


EXHIBIT A-8


 


Marked Pages
of Series 2012-3 Indenture Supplement


 


[Follow on Next
Page]


 




    	 	A-8	Exhibit
                                                                                                                                                                                                                                                                                                                                                                                   A-8
                                                                                                                                                                                                                                                                                                                                                                                   to
                                                                                                                                                                                                                                                                                                                                                                                   Supplement
                                                                                                                                                                                                                                                                                                                                                                                   No.
                                                                                                                                                                                                                                                                                                                                                                                   18
                                                                                                                                                                                                                                                                                                                                                                                   to
                                                                                                                                                                                                                                                                                                                                                                                   Indenture



    	 



    

 


SECTION
4.3. Calculations and Series Allocations.


 


(a)          Allocations.
Non-Principal Collections, Principal Collections and Defaulted Receivables allocated to Series 2012-3 pursuant to Article VIII
of the Indenture shall be allocated and paid as set forth in this Article IV. During any period when the Issuer is
permitted by Section 8.4 of the Indenture to make a single monthly deposit to the Collection Account, amounts allocated
to the Series 2012-3 Noteholders pursuant to this Section 4.3 with respect to any Monthly Period need not be deposited
into the Collection Account, the Excess Funding Account, the Non-Principal
Account, the Principal Account or any other Series Account prior to the related Transfer Date. Notwithstanding anything to the
contrary in Section 8.4 of the Indenture or Section 4.3(b), amounts allocated to the Series 2012-3 Noteholders pursuant
to Section 4.3(b) (x) may be deposited net of any amounts required to be released to the Issuer or the holders of the Transferor
Interest and, if an Originator or an Affiliate of an Originator is the Master Servicer, any amounts owed to the Master Servicer,
and (y) shall be deposited into the Non-Principal Account (in the case of Non-Principal Collections) and the Principal Account
(in the case of Principal Collections (not including any Shared Principal Collections allocated to Series 2012-3 pursuant to Section
8.5 of the Indenture)), and are not required to be
deposited to the Collection Account prior to being deposited in the applicable Series Account or other Trust Account in accordance
with Section 4.3(b). For the avoidance of doubt, any amounts required to be released to the Issuer, to the holders of the
Transferor Interest or to the Master Servicer (if an Originator or an Affiliate of the Originator is the Master Servicer) need
not be deposited into the Collection Account or any Series Account. During any period
when the Issuer is not permitted by Section 8.4 of the Indenture to make a single monthly deposit to the Collection Account, to
the extent any data needed to make the allocations described in Section 4.3(b) is not available on any Date of Processing, the
Issuer shall use the corresponding data as most recently determined or other reasonable estimate of such data until the required
data is available (which shall be no later than the Determination Date in the following Monthly Period), and to the extent that
the allocations made using such estimates results in a deposit into any Series Accounts in a different amount than would be required
using the actual data for the related Date of Processing, the Issuer shall make such adjustments as necessary so that the amounts
allocated to the Series 2012-3 Noteholders are deposited into the appropriate Series Accounts in accordance with Section 4.3(b)
within two Business Days of determining that any shortfall in deposits has resulted from the related estimates, and in any event
not later than the Transfer Date following the related Monthly Period.


 


(b)          Allocations
to the Series 2012-3 Noteholders. The Issuer shall, on each Date of Processing on or after the first day of the Monthly Period
in which the Closing Date occurs, after giving effect to allocations in respect of Dealer Overconcentrations, Manufacturer Overconcentrations
and Product Line Overconcentrations pursuant to Section 8.4 of the Indenture, allocate to the Series 2012-3 Noteholders
the following amounts as set forth below:


 




    	 	 	Exhibit
                                                                                                                                                                                                                                                                                                         A-8
                                                                                                                                                                                                                                                                                                         to
                                                                                                                                                                                                                                                                                                         Supplement
                                                                                                                                                                                                                                                                                                         No.
                                                                                                                                                                                                                                                                                                         18
                                                                                                                                                                                                                                                                                                         to
                                                                                                                                                                                                                                                                                                         Indenture



    	 



    

 


(i)          Allocations
of Non-Principal Collections. The Issuer shall allocate to the Series 2012-3 Noteholders an amount equal to the product
of (A) the Allocation Percentage and (B) the aggregate Non-Principal Collections processed on such Date of Processing and shall
deposit such amount into the Non-Principal Account; provided, that, with respect to each Monthly Period falling
in the Revolving Period (and with respect to that portion of each Monthly Period in the Controlled Accumulation Period falling
on or after the day on which Principal Collections equal to the related Controlled Deposit Amount have been allocated pursuant
to Section 4.3(b)(ii) and deposited pursuant to Section 4.3(a)), Non-Principal Collections shall be transferred
into the Non-Principal Account only until such time as the aggregate amount so deposited equals the sum of the amounts contemplated
to be paid or deposited pursuant to Section 4.4(a) on the related Transfer Date or Payment Date (the “Target Amount”);
and any Non-Principal Collections allocated to the Series 2012-3 Noteholders but not deposited into the Non-Principal Account
due to the operation of this proviso shall be released to the holders of the Transferor Interest; provided, further,
if on any Transfer Date the Free Equity Amount (calculated on a pro forma basis
after giving effect to any payment of principal on the Notes to be made on the following Payment Date) is less than
the Minimum Free Equity Amount after giving effect to all transfers and deposits on that Transfer Date, the Issuer shall cause
the holders of the Transferor Interest, on that Transfer Date, to deposit into the Principal Account funds in an amount equal
to the amounts of Available Non-Principal Collections that are required to be treated as Available Principal Collections pursuant
to Sections 4.4(a)(vi) and (vii) but are not available from funds in the Non-Principal Account as a result of the
operation of the preceding proviso.


 


With
respect to any Monthly Period when deposits of Non-Principal Collections into the Non-Principal Account are limited to deposits
up to the Target Amount in accordance with clause (i) above, notwithstanding such limitation: (1) “Reallocated
Principal Collections” for the related Transfer Date shall be calculated as if the full amount of Non-Principal Collections
allocated to the Series 2012-3 Noteholders during that Monthly Period had been deposited in the Non-Principal Account and applied
on such Transfer Date in accordance with Section 4.4(a); and (2) Non-Principal Collections released to the holders of the
Transferor Interest pursuant to clause (i) above shall be deemed, for purposes of all calculations under this Indenture
Supplement, to have been applied to the items specified in Section 4.4(a) to which such amounts would have been applied
(and in the priority in which they would have been applied) had such amounts been available in the Non-Principal Account on such
Transfer Date. To avoid doubt, the calculations referred to in the preceding clause (2) include the calculations required
by clause (b)(ii) of the definition of Collateral Amount.


 


(ii)         Allocations
of Principal Collections. The Issuer shall allocate to the Series 2012-3 Noteholders the following amounts as set forth
below:


 





(x)          Allocations
During the Revolving Period. During the Revolving Period an amount equal to the
product of the Allocation Percentage and the aggregate amount of Principal Collections processed on such Date of Processing,
shall be allocated to the Series 2012-3 Noteholders and first, an amount equal to the Reallocated Principal
Collections for the related Transfer Date shall be made available on that Transfer Date for application in accordance with Section
4.7, second, if any other Principal Sharing Series is outstanding and in its accumulation period or amortization
period, shall be deposited and retained in the Principal Account for application, to the extent necessary, as Shared
Principal Collections to other Principal Sharing Series on the related Payment Date, third, shall be deposited in the
Excess Funding Account to the extent necessary so that the Free Equity Amount (calculated
on a pro forma basis after giving effect to any payment of principal on the Notes to be made on the following Payment Date) is
not less than the Minimum Free Equity Amount and the Note Trust Principal
Balance is not less than the Required Principal Balance (calculated on a pro forma basis after giving effect to any
payment of principal on the Notes to occur on or prior to the following Payment Date and any adjustment in the numerator used
to calculate the Allocation Percentages with respect to any Series in connection with a principal payment to be made on or
prior to the following Payment Date), and fourth, any remaining amounts shall be released to the holders of
the Transferor Interest.


 






    	 	 	Exhibit
                                                                                                                                                                                                                                                                                                         A-8
                                                                                                                                                                                                                                                                                                         to
                                                                                                                                                                                                                                                                                                         Supplement
                                                                                                                                                                                                                                                                                                         No.
                                                                                                                                                                                                                                                                                                         18
                                                                                                                                                                                                                                                                                                         to
                                                                                                                                                                                                                                                                                                         Indenture



    	 



    

 


(y)          Allocations
During the Controlled Accumulation Period. During the Controlled Accumulation Period,
an amount equal to the product of the Allocation Percentage and the aggregate amount of Principal Collections processed on
such Date of Processing shall be allocated to the Series 2012-3 Noteholders and transferred to the Principal Account until
applied as provided herein; provided, that after the date on which an amount of such Principal Collections equal to
the Monthly Principal has been deposited into the Principal Account, such amounts in excess thereof shall be first, if
any other Principal Sharing Series is outstanding and in its accumulation period or amortization period, deposited and
retained in the Principal Account for application, to the extent necessary, as Shared Principal Collections to other
Principal Sharing Series on the related Payment Date, second, deposited in the Excess Funding Account to the extent
necessary so that the Free Equity Amount (calculated on a pro forma basis after
giving effect to any payment of principal on the Notes to be made on the following Payment Date) is not less than
the Minimum Free Equity Amount and the Note Trust Principal Balance is
not less than the Required Principal Balance (calculated on a pro forma basis after giving effect to any payment of
principal on the Notes to occur on or prior to the following Payment Date and any adjustment in the numerator used to
calculate the Allocation Percentages with respect to any Series in connection with a principal payment to be made on or prior
to the following Payment Date), and third, any remaining amounts shall be released to the holders of the
Transferor Interest.


 





(z)          Allocations
During the Early Amortization Period. During the Early Amortization Period, an amount
equal to the product of the Allocation Percentage and the aggregate amount of Principal Collections processed on such Date of
Processing shall be allocated to the Series 2012-3 Noteholders and transferred to the Principal Account until applied as
provided herein; provided, that after the date on which an amount of such Principal Collections equal to the Monthly
Principal has been deposited into the Principal Account such amounts in excess thereof shall be first, if any other Principal
Sharing Series is outstanding and in its accumulation period or amortization period, deposited and retained in the Principal
Account for application, to the extent necessary, as Shared Principal Collections to other Principal Sharing Series on the
related Payment Date, second, deposited in the Excess Funding Account to the extent necessary so that the Free Equity Amount (calculated
on a pro forma basis after giving effect to any payment of principal on the Notes to be made on the following Payment Date) is
not less than the Minimum Free Equity Amount and the Note Trust Principal
Balance is not less than the Required Principal Balance (calculated on a pro forma basis after giving effect to any
payment of principal on the Notes to occur on or prior to the following Payment Date and any adjustment in the numerator used
to calculate the Allocation Percentages with respect to any Series in connection with a principal payment to be made on or
prior to the following Payment Date), and third, any remaining amounts shall be released to the holders of the
Transferor Interest.


  






    	 	 	Exhibit
                                                                                                                                                                                                                                                                                                         A-8
                                                                                                                                                                                                                                                                                                         to
                                                                                                                                                                                                                                                                                                         Supplement
                                                                                                                                                                                                                                                                                                         No.
                                                                                                                                                                                                                                                                                                         18
                                                                                                                                                                                                                                                                                                         to
                                                                                                                                                                                                                                                                                                         Indenture



    	 



    

 


EXHIBIT A-9


 


Marked Pages
of Series 2012-4 Indenture Supplement


 


[Follow on Next
Page]


 




    	 	A-9	Exhibit
                                                                                                                                                                                                                                                                                                                                                                                   A-9
                                                                                                                                                                                                                                                                                                                                                                                   to
                                                                                                                                                                                                                                                                                                                                                                                   Supplement
                                                                                                                                                                                                                                                                                                                                                                                   No.
                                                                                                                                                                                                                                                                                                                                                                                   18
                                                                                                                                                                                                                                                                                                                                                                                   to
                                                                                                                                                                                                                                                                                                                                                                                   Indenture



    	 



    

  


SECTION
4.3. Calculations and Series Allocations.


 


(a)          Allocations.
Non-Principal Collections, Principal Collections and Defaulted Receivables allocated to Series 2012-4 pursuant to Article VIII
of the Indenture shall be allocated and paid as set forth in this Article IV. During any period when the Issuer is
permitted by Section 8.4 of the Indenture to make a single monthly deposit to the Collection Account, amounts allocated
to the Series 2012-4 Noteholders pursuant to this Section 4.3 with respect to any Monthly Period need not be deposited
into the Collection Account, the Excess Funding Account, the Non-Principal
Account, the Principal Account or any other Series Account prior to the related Transfer Date. Notwithstanding anything to the
contrary in Section 8.4 of the Indenture or Section 4.3(b), amounts allocated to the Series 2012-4 Noteholders pursuant
to Section 4.3(b) (x) may be deposited net of any amounts required to be released to the Issuer or the holders of the Transferor
Interest and, if an Originator or an Affiliate of an Originator is the Master Servicer, any amounts owed to the Master Servicer,
and (y) shall be deposited into the Non-Principal Account (in the case of Non-Principal Collections) and the Principal Account
(in the case of Principal Collections (not including any Shared Principal Collections allocated to Series 2012-4 pursuant to Section
8.5 of the Indenture)), and are not required to be
deposited to the Collection Account prior to being deposited in the applicable Series Account or other Trust Account in accordance
with Section 4.3(b). For the avoidance of doubt, any amounts required to be released to the Issuer, to the holders of the
Transferor Interest or to the Master Servicer (if an Originator or an Affiliate of the Originator is the Master Servicer) need
not be deposited into the Collection Account or any Series Account. During any period
when the Issuer is not permitted by Section 8.4 of the Indenture to make a single monthly deposit to the Collection Account, to
the extent any data needed to make the allocations described in Section 4.3(b) is not available on any Date of Processing, the
Issuer shall use the corresponding data as most recently determined or other reasonable estimate of such data until the required
data is available (which shall be no later than the Determination Date in the following Monthly Period), and to the extent that
the allocations made using such estimates results in a deposit into any Series Accounts in a different amount than would be required
using the actual data for the related Date of Processing, the Issuer shall make such adjustments as necessary so that the amounts
allocated to the Series 2012-4 Noteholders are deposited into the appropriate Series Accounts in accordance with Section 4.3(b)
within two Business Days of determining that any shortfall in deposits has resulted from the related estimates, and in any event
not later than the Transfer Date following the related Monthly Period.


 


(b)          Allocations
to the Series 2012-4 Noteholders. The Issuer shall, on each Date of Processing on or after the first day of the Monthly Period
in which the Closing Date occurs, after giving effect to allocations in respect of Dealer Overconcentrations, Manufacturer Overconcentrations
and Product Line Overconcentrations pursuant to Section 8.4 of the Indenture, allocate to the Series 2012-4 Noteholders
the following amounts as set forth below:


 






    	 	 	Exhibit
                                                                                                                                                                                                                                                                                                         A-9
                                                                                                                                                                                                                                                                                                         to
                                                                                                                                                                                                                                                                                                         Supplement
                                                                                                                                                                                                                                                                                                         No.
                                                                                                                                                                                                                                                                                                         18
                                                                                                                                                                                                                                                                                                         to
                                                                                                                                                                                                                                                                                                         Indenture



    	 



    

 


(i)          Allocations
of Non-Principal Collections. The Issuer shall allocate to the Series 2012-4 Noteholders an amount equal to the product
of (A) the Allocation Percentage and (B) the aggregate Non-Principal Collections processed on such Date of Processing and shall
deposit such amount into the Non-Principal Account; provided, that, with respect to each Monthly Period falling
in the Revolving Period (and with respect to that portion of each Monthly Period in the Controlled Accumulation Period falling
on or after the day on which Principal Collections equal to the related Controlled Deposit Amount have been allocated pursuant
to Section 4.3(b)(ii) and deposited pursuant to Section 4.3(a)), Non-Principal Collections shall be transferred
into the Non-Principal Account only until such time as the aggregate amount so deposited equals the sum of the amounts contemplated
to be paid or deposited pursuant to Section 4.4(a) on the related Transfer Date or Payment Date (the “Target Amount”);
and any Non-Principal Collections allocated to the Series 2012-4 Noteholders but not deposited into the Non-Principal Account
due to the operation of this proviso shall be released to the holders of the Transferor Interest; provided, further,
if on any Transfer Date the Free Equity Amount (calculated on a pro forma basis
after giving effect to any payment of principal on the Notes to be made on the following Payment Date) is less than
the Minimum Free Equity Amount after giving effect to all transfers and deposits on that Transfer Date, the Issuer shall cause
the holders of the Transferor Interest, on that Transfer Date, to deposit into the Principal Account funds in an amount equal
to the amounts of Available Non-Principal Collections that are required to be treated as Available Principal Collections pursuant
to Sections 4.4(a)(vi) and (vii) but are not available from funds in the Non-Principal Account as a result of the
operation of the preceding proviso.


 


With
respect to any Monthly Period when deposits of Non-Principal Collections into the Non-Principal Account are limited to deposits
up to the Target Amount in accordance with clause (i) above, notwithstanding such limitation: (1) “Reallocated
Principal Collections” for the related Transfer Date shall be calculated as if the full amount of Non-Principal Collections
allocated to the Series 2012-4 Noteholders during that Monthly Period had been deposited in the Non-Principal Account and applied
on such Transfer Date in accordance with Section 4.4(a); and (2) Non-Principal Collections released to the holders of the
Transferor Interest pursuant to clause (i) above shall be deemed, for purposes of all calculations under this Indenture
Supplement, to have been applied to the items specified in Section 4.4(a) to which such amounts would have been applied
(and in the priority in which they would have been applied) had such amounts been available in the Non-Principal Account on such
Transfer Date. To avoid doubt, the calculations referred to in the preceding clause (2) include the calculations required
by clause (b)(ii) of the definition of Collateral Amount.


 


(ii)         Allocations
of Principal Collections. The Issuer shall allocate to the Series 2012-4 Noteholders the following amounts as set forth
below:


 


(x)          Allocations
During the Revolving Period. During the Revolving Period an amount equal to the
product of the Allocation Percentage and the aggregate amount of Principal Collections processed on such Date of Processing,
shall be allocated to the Series 2012-4 Noteholders and first, an amount equal to the Reallocated Principal
Collections for the related Transfer Date shall be made available on that Transfer Date for application in accordance with Section
4.7, second, if any other Principal Sharing Series is outstanding and in its accumulation period or amortization
period, shall be deposited and retained in the Principal Account for application, to the extent necessary, as Shared
Principal Collections to other Principal Sharing Series on the related Payment Date, third, shall be deposited in the
Excess Funding Account to the extent necessary so that the Free Equity Amount (calculated
on a pro forma basis after giving effect to any payment of principal on the Notes to be made on the following Payment Date) is
not less than the Minimum Free Equity Amount and the Note Trust Principal
Balance is not less than the Required Principal Balance (calculated on a pro forma basis after giving effect to any
payment of principal on the Notes to occur on or prior to the following Payment Date and any adjustment in the numerator used
to calculate the Allocation Percentages with respect to any Series in connection with a principal payment to be made on or
prior to the following Payment Date), and fourth, any remaining amounts shall be released to the holders of
the Transferor Interest.


 






    	 	 	Exhibit
                                                                                                                                                                                                                                                                                                         A-9
                                                                                                                                                                                                                                                                                                         to
                                                                                                                                                                                                                                                                                                         Supplement
                                                                                                                                                                                                                                                                                                         No.
                                                                                                                                                                                                                                                                                                         18
                                                                                                                                                                                                                                                                                                         to
                                                                                                                                                                                                                                                                                                         Indenture



    	 



    

 


(y)          Allocations
During the Controlled Accumulation Period. During the Controlled Accumulation Period,
an amount equal to the product of the Allocation Percentage and the aggregate amount of Principal Collections processed on
such Date of Processing shall be allocated to the Series 2012-4 Noteholders and transferred to the Principal Account until
applied as provided herein; provided, that after the date on which an amount of such Principal Collections equal to
the Monthly Principal has been deposited into the Principal Account, such amounts in excess thereof shall be first, if
any other Principal Sharing Series is outstanding and in its accumulation period or amortization period, deposited and
retained in the Principal Account for application, to the extent necessary, as Shared Principal Collections to other
Principal Sharing Series on the related Payment Date, second, deposited in the Excess Funding Account to the extent
necessary so that the Free Equity Amount (calculated on a pro forma basis after
giving effect to any payment of principal on the Notes to be made on the following Payment Date) is not less than
the Minimum Free Equity Amount and the Note Trust Principal Balance is
not less than the Required Principal Balance (calculated on a pro forma basis after giving effect to any payment of
principal on the Notes to occur on or prior to the following Payment Date and any adjustment in the numerator used to
calculate the Allocation Percentages with respect to any Series in connection with a principal payment to be made on or prior
to the following Payment Date), and third, any remaining amounts shall be released to the holders of the
Transferor Interest.


 


(z)          Allocations
During the Early Amortization Period. During the Early Amortization Period, an amount
equal to the product of the Allocation Percentage and the aggregate amount of Principal Collections processed on such Date of
Processing shall be allocated to the Series 2012-4 Noteholders and transferred to the Principal Account until applied as
provided herein; provided, that after the date on which an amount of such Principal Collections equal to the Monthly
Principal has been deposited into the Principal Account such amounts in excess thereof shall be first, if any other Principal
Sharing Series is outstanding and in its accumulation period or amortization period, deposited and retained in the Principal
Account for application, to the extent necessary, as Shared Principal Collections to other Principal Sharing Series on the
related Payment Date, second, deposited in the Excess Funding Account to the extent necessary so that the Free Equity Amount (calculated
on a pro forma basis after giving effect to any payment of principal on the Notes to be made on the following Payment Date) is
not less than the Minimum Free Equity Amount and the Note Trust Principal
 Balance is not less than the Required Principal Balance (calculated on a pro forma basis after giving effect to any
payment of principal on the Notes to occur on or prior to the following Payment Date and any adjustment in the numerator used
to calculate the Allocation Percentages with respect to any Series in connection with a principal payment to be made on or
prior to the following Payment Date), and third, any remaining amounts shall be released to the holders of the
Transferor Interest. 


 






    	 	 	Exhibit
                                                                                                                                                                                                                                                                                                         A-9
                                                                                                                                                                                                                                                                                                         to
                                                                                                                                                                                                                                                                                                         Supplement
                                                                                                                                                                                                                                                                                                         No.
                                                                                                                                                                                                                                                                                                         18
                                                                                                                                                                                                                                                                                                         to
                                                                                                                                                                                                                                                                                                         Indenture



    	 



    

 


EXHIBIT A-10


 


Marked Pages
of Series 2013-VFN-1 Indenture Supplement


 


[Follow on Next
Page]


 




    	 	A-10	Exhibit
                                                                                                                                                                                                                                                                                                                                                                                    A-10
                                                                                                                                                                                                                                                                                                                                                                                    to
                                                                                                                                                                                                                                                                                                                                                                                    Supplement
                                                                                                                                                                                                                                                                                                                                                                                    No.
                                                                                                                                                                                                                                                                                                                                                                                    18
                                                                                                                                                                                                                                                                                                                                                                                    to
                                                                                                                                                                                                                                                                                                                                                                                    Indenture



    	 



    

  


SECTION
4.3. Calculations and Series Allocations.


 


(a)          Allocations.
Non-Principal Collections, Principal Collections and Defaulted Receivables allocated to Series 2013-VFN-1 pursuant to Article
VIII of the Indenture shall be allocated and paid as set forth in this Article IV. During any period when the Issuer
is permitted by Section 8.4 of the Indenture to make a single monthly deposit to the Collection Account, amounts allocated
to the Series 2013-VFN-1 Noteholders pursuant to this Section 4.3 with respect to any Monthly Period need not be deposited
into the Collection Account, the Excess Funding Account, the Non-Principal Account, the Principal Account or any other Series
Account prior to the related Transfer Date. Notwithstanding anything to the contrary in Section 8.4 of the Indenture or
Section 4.3(b), amounts allocated to the Series 2013-VFN-1 Noteholders pursuant to Section 4.3(b), (i) may be deposited
net of any amounts required to be released to the Issuer or the holders of the Transferor Interest and, if an Originator or an
Affiliate of an Originator is the Master Servicer, any amounts owed to the Master Servicer, and (ii) shall be deposited into the
Non-Principal Account (in the case of Non-Principal Collections) and the Principal Account (in the case of Principal Collections
(not including any Shared Principal Collections allocated to Series 2013-VFN-1 pursuant to Section 8.5 of
the Indenture)), and are not required to be deposited to the Collection Account prior to being deposited in the applicable
Series Account or other Trust Account in accordance with Section 4.3(b). For the avoidance of doubt, any amounts required
to be released to the Issuer, to the holders of the Transferor Interest or to the Master Servicer (if an Originator or an Affiliate
of an Originator is the Master Servicer) need not be deposited into the Collection Account or any Series Account.
During any period when the Issuer is not permitted by Section 8.4 of the Indenture to make a single monthly deposit to the Collection
Account, to the extent any data needed to make the allocations described in Section 4.3(b) is not available on any Date of Processing,
the Issuer shall use the corresponding data as most recently determined or other reasonable estimate of such data until the required
data is available (which shall be no later than the Determination Date in the following Monthly Period), and to the extent that
the allocations made using such estimates results in a deposit into any Series Accounts in a different amount than would be required
using the actual data for the related Date of Processing, the Issuer shall make such adjustments as necessary so that the amounts
allocated to the Series 2013-VFN-1 Noteholders are deposited into the appropriate Series Accounts in accordance with Section 4.3(b)
within two Business Days of determining that any shortfall in deposits has resulted from the related estimates, and in any event
not later than the Transfer Date following the related Monthly Period.


 


(b)          Allocations
to the Series 2013-VFN-1 Noteholders. The Issuer shall, for each Date of Processing on or after the first day of the Monthly
Period in which the Closing Date occurs, after giving effect to allocations in respect of Dealer Overconcentrations, Manufacturer
Overconcentrations and Product Line Overconcentrations pursuant to Section 8.4 of the Indenture, allocate to the Series
2013-VFN-1 Noteholders the following amounts as set forth below:


 






    	 	 	Exhibit
                                                                                                                                                                                                                                                                                                         A-10
                                                                                                                                                                                                                                                                                                         to
                                                                                                                                                                                                                                                                                                         Supplement
                                                                                                                                                                                                                                                                                                         No.
                                                                                                                                                                                                                                                                                                         18
                                                                                                                                                                                                                                                                                                         to
                                                                                                                                                                                                                                                                                                         Indenture



    	 



    

 


(i)          Allocations
of Non-Principal Collections. The Issuer shall allocate to the Series 2013-VFN-1 Noteholders an amount equal to the
product of (A) the Allocation Percentage and (B) the aggregate Non-Principal Collections processed on such Date of Processing
and shall deposit such amount into the Non-Principal Account; provided, that, with respect to each Monthly Period
falling in the Revolving Period (and with respect to that portion of each Monthly Period in the Controlled Amortization Period
falling on or after the day on which Principal Collections equal to the sum of the Note Principal Balance plus the Principal
Overcollateralization Amount have been allocated pursuant to Section 4.3(b)(ii) and deposited pursuant to Section
4.3(a)), Non-Principal Collections shall be transferred into the Non-Principal Account only until such time as the aggregate
amount so deposited equals the sum of the amounts contemplated to be paid or deposited pursuant to Section 4.4(a) on the
related Transfer Date or Payment Date (the “Target Amount”); and any Non-Principal Collections allocated to
the Series 2013-VFN-1 Noteholders but not deposited into the Non-Principal Account due to the operation of this proviso shall
be released to the holders of the Transferor Interest; provided, further, if on any Transfer Date the Free Equity
Amount (calculated on a pro forma basis after giving effect to any payment of principal
on the Notes to be made on the following Payment Date) is less than the Minimum Free Equity Amount after giving effect
to all transfers and deposits on that Transfer Date, the Issuer shall cause the holders of the Transferor Interest, on that Transfer
Date, to deposit into the Principal Account funds in an amount equal to the amounts of Available Non-Principal Collections that
are required to be treated as Available Principal Collections pursuant to Sections 4.4(a)(vi) and (vii) but are
not available from funds in the Non-Principal Account as a result of the operation of the preceding proviso.


 


With
respect to any Monthly Period when deposits of Non-Principal Collections into the Non-Principal Account are limited to deposits
up to the Target Amount in accordance with clause (i) above, notwithstanding such limitation: (1) “Reallocated
Principal Collections” for the related Transfer Date shall be calculated as if the full amount of Non-Principal Collections
allocated to the Series 2013-VFN-1 Noteholders during that Monthly Period had been deposited in the Non-Principal Account and
applied on such Transfer Date in accordance with Section 4.4(a); and (2) Non-Principal Collections released to the holders
of the Transferor Interest pursuant to clause (i) above shall be deemed, for purposes of all calculations under this Indenture
Supplement, to have been applied to the items specified in Section 4.4(a) to which such amounts would have been applied
(and in the priority in which they would have been applied) had such amounts been available in the Non-Principal Account on such
Transfer Date. To avoid doubt, the calculations referred to in the preceding clause (2) include the calculations required
by clause (b)(ii) of the definition of Collateral Amount.


 


(ii)         Allocations
of Principal Collections. The Issuer shall allocate to the Series 2013-VFN-1 Noteholders the following amounts as set
forth below:


 


(x)          Allocations
During the Revolving Period. During the Revolving Period, an amount equal to the
product of the Allocation Percentage and the aggregate amount of Principal Collections processed on such Date of Processing
shall be allocated to the Series 2013-VFN-1 Noteholders and first, retained in the Principal Account for application,
to the extent necessary, as Optional Amortization Amounts (after giving effect to any unrestricted funds of the Issuer or the
Transferor that are designated (in their sole discretion) to the Optional Amortization Amount), second, an amount
equal to the Reallocated Principal Collections for the related Transfer Date shall be made available on that Transfer Date
for application in accordance with Section 4.7, third, if any other Principal Sharing Series is outstanding and
in its accumulation period or amortization period, shall be deposited and retained in the Principal Account for application,
to the extent necessary, as Shared Principal Collections to other Principal Sharing Series on the related Payment Date, fourth,
shall be deposited in the Excess Funding Account to the extent necessary so that the Free Equity Amount (calculated
on a pro forma basis after giving effect to any payment of principal on the Notes to be made on the following Payment Date) is
not less than the Minimum Free Equity Amount and the Note Trust Principal
Balance is not less than the Required Principal Balance (calculated on a pro forma basis after giving effect to any
payment of principal on the Notes to occur on or prior to the following Payment Date and any adjustment in the numerator used
to calculate the Allocation Percentages with respect to any Series in connection with a principal payment to be made on or
prior to the following Payment Date), and fifth, any remaining amounts shall be released to the holders of
the Transferor Interest.


 






    	 	 	Exhibit
                                                                                                                                                                                                                                                                                                         A-10
                                                                                                                                                                                                                                                                                                         to
                                                                                                                                                                                                                                                                                                         Supplement
                                                                                                                                                                                                                                                                                                         No.
                                                                                                                                                                                                                                                                                                         18
                                                                                                                                                                                                                                                                                                         to
                                                                                                                                                                                                                                                                                                         Indenture



    	 



    

 


(y)          Allocations
During the Controlled Amortization Period. During the Controlled Amortization Period,
an amount equal to the product of the Allocation Percentage and the aggregate amount of Principal Collections processed on
such Date of Processing shall be allocated to the Series 2013-VFN-1 Noteholders and transferred to the Principal Account, for
application as provided herein; provided, that after the date on which an amount of such Principal Collections equal
to the Monthly Principal has been deposited into the Principal Account, such amounts in excess thereof shall be first,
if any other Principal Sharing Series is outstanding and in its accumulation period or amortization period, deposited and
retained in the Principal Account for application, to the extent necessary, as Shared Principal Collections to other
Principal Sharing Series on the related Payment Date, second, deposited in the Excess Funding Account to the extent
necessary so that the Free Equity Amount (calculated on a pro forma basis after
giving effect to any payment of principal on the Notes to be made on the following Payment Date) is not less than
the Minimum Free Equity Amount and the Note Trust Principal Balance is
not less than the Required Principal Balance (calculated on a pro forma basis after giving effect to any payment of
principal on the Notes to occur on or prior to the following Payment Date and any adjustment in the numerator used to
calculate the Allocation Percentages with respect to any Series in connection with a principal payment to be made on or prior
to the following Payment Date), and third, any remaining amounts shall be released to the holders of the
Transferor Interest.


 


(z)          Allocations
During the Early Amortization Period. During the Early Amortization Period, an amount
equal to the product of the Allocation Percentage and the aggregate amount of Principal Collections processed on such Date of
Processing shall be allocated to the Series 2013-VFN-1 Noteholders and transferred to the Principal Account until applied as
provided herein; provided, that after the date on which an amount of such Principal Collections equal to the Monthly
Principal has been deposited into the Principal Account such amounts in excess thereof shall be first, if any other
Principal Sharing Series is outstanding and in its accumulation period or amortization period, deposited and retained in the
Principal Account for application, to the extent necessary, as Shared Principal Collections to other Principal Sharing Series
on the related Payment Date, second, deposited in the Excess Funding Account to the extent necessary so that the Free
Equity Amount (calculated on a pro forma basis after giving effect to any
payment of principal on the Notes to be made on the following Payment Date) is not less than the Minimum Free
Equity Amount and the Note Trust Principal Balance is not less than the
Required Principal Balance (calculated on a pro forma basis after giving effect to any payment of principal on the Notes to
occur on or prior to the following Payment Date and any adjustment in the numerator used to calculate the
Allocation Percentages with respect to any Series in connection with a principal payment to be made on or prior to the
following Payment Date), and third, any remaining amounts shall be released to the holders of the
Transferor Interest.


 






    	 	 	Exhibit
                                                                                                                                                                                                                                                                                                         A-10
                                                                                                                                                                                                                                                                                                         to
                                                                                                                                                                                                                                                                                                         Supplement
                                                                                                                                                                                                                                                                                                         No.
                                                                                                                                                                                                                                                                                                         18
                                                                                                                                                                                                                                                                                                         to
                                                                                                                                                                                                                                                                                                         Indenture



    	 



    




 


EXHIBIT A-11


 


Marked Pages
of Series 2013-VFN-2 Indenture Supplement


 


[Follow on Next
Page]


 




    	 	A-11	Exhibit
                                                                                                                                                                                                                                                                                                                                                                                    A-11
                                                                                                                                                                                                                                                                                                                                                                                    to
                                                                                                                                                                                                                                                                                                                                                                                    Supplement
                                                                                                                                                                                                                                                                                                                                                                                    No.
                                                                                                                                                                                                                                                                                                                                                                                    18
                                                                                                                                                                                                                                                                                                                                                                                    to
                                                                                                                                                                                                                                                                                                                                                                                    Indenture



    	 



    

  


SECTION
4.3. Calculations and Series Allocations.


 


(a)          Allocations.
Non-Principal Collections, Principal Collections and Defaulted Receivables allocated to Series 2013-VFN-2 pursuant to Article
VIII of the Indenture shall be allocated and paid as set forth in this Article IV. During any period when the Issuer
is permitted by Section 8.4 of the Indenture to make a single monthly deposit to the Collection Account, amounts allocated
to the Series 2013-VFN-2 Noteholders pursuant to this Section 4.3 with respect to any Monthly Period need not be deposited
into the Collection Account, the Excess Funding Account, the Non-Principal Account, the Principal Account or any other Series
Account prior to the related Transfer Date. Notwithstanding anything to the contrary in Section 8.4 of the Indenture or
Section 4.3(b), amounts allocated to the Series 2013-VFN-2 Noteholders pursuant to Section 4.3(b), (i) may be deposited
net of any amounts required to be released to the Issuer or the holders of the Transferor Interest and, if an Originator or an
Affiliate of an Originator is the Master Servicer, any amounts owed to the Master Servicer, and (ii) shall be deposited into the
Non-Principal Account (in the case of Non-Principal Collections) and the Principal Account (in the case of Principal Collections
(not including any Shared Principal Collections allocated to Series 2013-VFN-2 pursuant to Section 8.5 of
the Indenture)), and are not required to be deposited to the Collection Account prior to being deposited in the applicable
Series Account or other Trust Account in accordance with Section 4.3(b). For the avoidance of doubt, any amounts required
to be released to the Issuer, to the holders of the Transferor Interest or to the Master Servicer (if an Originator or an Affiliate
of an Originator is the Master Servicer) need not be deposited into the Collection Account or any Series Account.
During any period when the Issuer is not permitted by Section 8.4 of the Indenture to make a single monthly deposit to the Collection
Account, to the extent any data needed to make the allocations described in Section 4.3(b) is not available on any Date of Processing,
the Issuer shall use the corresponding data as most recently determined or other reasonable estimate of such data until the required
data is available (which shall be no later than the Determination Date in the following Monthly Period), and to the extent that
the allocations made using such estimates results in a deposit into any Series Accounts in a different amount than would be required
using the actual data for the related Date of Processing, the Issuer shall make such adjustments as necessary so that the amounts
allocated to the Series 2013-VFN-2 Noteholders are deposited into the appropriate Series Accounts in accordance with Section 4.3(b)
within two Business Days of determining that any shortfall in deposits has resulted from the related estimates, and in any event
not later than the Transfer Date following the related Monthly Period.


 


(b)          Allocations
to the Series 2013-VFN-2 Noteholders. The Issuer shall, for each Date of Processing on or after the first day of the Monthly
Period in which the Closing Date occurs, after giving effect to allocations in respect of Dealer Overconcentrations, Manufacturer
Overconcentrations and Product Line Overconcentrations pursuant to Section 8.4 of the Indenture, allocate to the Series
2013-VFN-2 Noteholders the following amounts as set forth below:


 






    	 	 	Exhibit
                                                                                                                                                                                                                                                                                                         A-11
                                                                                                                                                                                                                                                                                                         to
                                                                                                                                                                                                                                                                                                         Supplement
                                                                                                                                                                                                                                                                                                         No.
                                                                                                                                                                                                                                                                                                         18
                                                                                                                                                                                                                                                                                                         to
                                                                                                                                                                                                                                                                                                         Indenture



    	 



    

 


(i)          Allocations
of Non-Principal Collections. The Issuer shall allocate to the Series 2013-VFN-2 Noteholders an amount equal to the
product of (A) the Allocation Percentage and (B) the aggregate Non-Principal Collections processed on such Date of Processing
and shall deposit such amount into the Non-Principal Account; provided, that, with respect to each Monthly Period
falling in the Revolving Period (and with respect to that portion of each Monthly Period in the Controlled Amortization Period
falling on or after the day on which Principal Collections equal to the sum of the Note Principal Balance plus the Principal
Overcollateralization Amount have been allocated pursuant to Section 4.3(b)(ii) and deposited pursuant to Section
4.3(a)), Non-Principal Collections shall be transferred into the Non-Principal Account only until such time as the aggregate
amount so deposited equals the sum of the amounts contemplated to be paid or deposited pursuant to Section 4.4(a) on the
related Transfer Date or Payment Date (the “Target Amount”); and any Non-Principal Collections allocated to
the Series 2013-VFN-2 Noteholders but not deposited into the Non-Principal Account due to the operation of this proviso shall
be released to the holders of the Transferor Interest; provided, further, if on any Transfer Date the Free Equity
Amount (calculated on a pro forma basis after giving effect to any payment of principal
on the Notes to be made on the following Payment Date) is less than the Minimum Free Equity Amount after giving effect
to all transfers and deposits on that Transfer Date, the Issuer shall cause the holders of the Transferor Interest, on that Transfer
Date, to deposit into the Principal Account funds in an amount equal to the amounts of Available Non-Principal Collections that
are required to be treated as Available Principal Collections pursuant to Sections 4.4(a)(vi) and (vii) but are
not available from funds in the Non-Principal Account as a result of the operation of the preceding proviso.


 


With
respect to any Monthly Period when deposits of Non-Principal Collections into the Non-Principal Account are limited to deposits
up to the Target Amount in accordance with clause (i) above, notwithstanding such limitation: (1) “Reallocated
Principal Collections” for the related Transfer Date shall be calculated as if the full amount of Non-Principal Collections
allocated to the Series 2013-VFN-2 Noteholders during that Monthly Period had been deposited in the Non-Principal Account and
applied on such Transfer Date in accordance with Section 4.4(a); and (2) Non-Principal Collections released to the holders
of the Transferor Interest pursuant to clause (i) above shall be deemed, for purposes of all calculations under this Indenture
Supplement, to have been applied to the items specified in Section 4.4(a) to which such amounts would have been applied
(and in the priority in which they would have been applied) had such amounts been available in the Non-Principal Account on such
Transfer Date. To avoid doubt, the calculations referred to in the preceding clause (2) include the calculations required
by clause (b)(ii) of the definition of Collateral Amount.


 


(ii)         Allocations
of Principal Collections. The Issuer shall allocate to the Series 2013-VFN-2 Noteholders the following amounts as set
forth below:


 


(x)          Allocations
During the Revolving Period. During the Revolving Period, an amount equal to the
product of the Allocation Percentage and the aggregate amount of Principal Collections processed on such Date of Processing
shall be allocated to the Series 2013-VFN-2 Noteholders and first, retained in the Principal Account for application,
to the extent necessary, as Optional Amortization Amounts (after giving effect to any unrestricted funds of the Issuer or the
Transferor that are designated (in their sole discretion) to the Optional Amortization Amount), second, an amount
equal to the Reallocated Principal Collections for the related Transfer Date shall be made available on that Transfer Date
for application in accordance with Section 4.7, third, if any other Principal Sharing Series is outstanding and
in its accumulation period or amortization period, shall be deposited and retained in the Principal Account for application,
to the extent necessary, as Shared Principal Collections to other Principal Sharing Series on the related Payment Date, fourth,
shall be deposited in the Excess Funding Account to the extent necessary so that the Free Equity Amount (calculated
on a pro forma basis after giving effect to any payment of principal on the Notes to be made on the following Payment Date) is
not less than the Minimum Free Equity Amount and the Note Trust Principal
Balance is not less than the Required Principal Balance (calculated on a pro forma basis after giving effect to any
payment of principal on the Notes to occur on or prior to the following Payment Date and any adjustment in the numerator used
to calculate the Allocation Percentages with respect to any Series in connection with a principal payment to be made on or
prior to the following Payment Date), and fifth, any remaining amounts shall be released to the holders of
the Transferor Interest.


 






    	 	 	Exhibit
                                                                                                                                                                                                                                                                                                         A-11
                                                                                                                                                                                                                                                                                                         to
                                                                                                                                                                                                                                                                                                         Supplement
                                                                                                                                                                                                                                                                                                         No.
                                                                                                                                                                                                                                                                                                         18
                                                                                                                                                                                                                                                                                                         to
                                                                                                                                                                                                                                                                                                         Indenture



    	 



    

 


(y)          Allocations
During the Controlled Amortization Period. During the Controlled Amortization Period,
an amount equal to the product of the Allocation Percentage and the aggregate amount of Principal Collections processed on
such Date of Processing shall be allocated to the Series 2013-VFN-2 Noteholders and transferred to the Principal Account, for
application as provided herein; provided, that after the date on which an amount of such Principal Collections equal
to the Monthly Principal has been deposited into the Principal Account, such amounts in excess thereof shall be first,
if any other Principal Sharing Series is outstanding and in its accumulation period or amortization period, deposited and
retained in the Principal Account for application, to the extent necessary, as Shared Principal Collections to other
Principal Sharing Series on the related Payment Date, second, deposited in the Excess Funding Account to the extent
necessary so that the Free Equity Amount (calculated on a pro forma basis after
giving effect to any payment of principal on the Notes to be made on the following Payment Date) is not less than
the Minimum Free Equity Amount and the Note Trust Principal Balance is
not less than the Required Principal Balance (calculated on a pro forma basis after giving effect to any payment of
principal on the Notes to occur on or prior to the following Payment Date and any adjustment in the numerator used to
calculate the Allocation Percentages with respect to any Series in connection with a principal payment to be made on or prior
to the following Payment Date), and third, any remaining amounts shall be released to the holders of the
Transferor Interest.


 


(z)          Allocations
During the Early Amortization Period. During the Early Amortization Period, an amount
equal to the product of the Allocation Percentage and the aggregate amount of Principal Collections processed on such Date of
Processing shall be allocated to the Series 2013-VFN-2 Noteholders and transferred to the Principal Account until applied as
provided herein; provided, that after the date on which an amount of such Principal Collections equal to the Monthly
Principal has been deposited into the Principal Account such amounts in excess thereof shall be first, if any other
Principal Sharing Series is outstanding and in its accumulation period or amortization period, deposited and retained in the
Principal Account for application, to the extent necessary, as Shared Principal Collections to other Principal Sharing Series
on the related Payment Date, second, deposited in the Excess Funding Account to the extent necessary so that the Free
Equity Amount (calculated on a pro forma basis after giving effect to any
payment of principal on the Notes to be made on the following Payment Date) is not less than the Minimum Free
Equity Amount and the Note Trust Principal  Balance is not less than the
Required Principal Balance (calculated on a pro forma basis after giving effect to any payment of principal on the Notes to
occur on or prior to the following Payment Date and any adjustment in the numerator used to calculate the
Allocation Percentages with respect to any Series in connection with a principal payment to be made on or prior to the
following Payment Date), and third, any remaining amounts shall be released to the holders of the
Transferor Interest.


 


 



    	 	 	Exhibit A-11 to Supplement No. 18 to Indenture